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Nu-Vison dba Black Box Network Services - HR Phone System
i ©a RESOLUTION 2016-106 f+�' SCHEDULED DOC ID: 11542 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-106 WAS SCHEDULED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 5,2016: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Purchase Agreement between the Town of Southold and Nu-Vision Technologies d/b/a Black Box Network Services for the replacement of the Human Resources phone system,which agreement includes the installation and warranty of telecommunications, internetworking and/or converged equipment("Equipment") and/or licensed software, (collectively the"System") for the sum of$6,227.27, subject to the approval of the Town Attorney. F Elizabeth A.Neville Southold Town Clerk er Platinum Part Service Expert LACt 'k A L U el CHAMPION PARTNER] SALES REPRESENTATIV CUSTOMER E Town of Southold-HRC Danielle Lyle Slte-ib: -750 Pacific Street Mattituck NY 6000 New Horizons Blvd. �Corita& Lloyd Reisenberg Amityville, NY 11701 ".'Phoniii 631-'765-1891 631-370-7822, QUOTATION NEC SV8100 Telephone System - Human Resources (OGS State Contract PT64297) QUOTE#,: 4020 1A QUOTE'DATE: 1113012015 PRODUCT# , QTY PRODUCT DESCRIPTION 1 CD-8DLCA 8-PORT DIGITAL LINE CARD (FOR STATION 670107 USERS) 670110 1 CD-4COTB 4-PORT CENTRAL OFFICE TRUNK CARD 670112 1 CD-4LCA 4-PORT ANALOG LINE CARD 1 SV8100 19 DIGITAL SYSTEM PKG SYSTEM CORE PKG 670296 (SERVER, 8-PORT DIGITAL LINE CARD INC) 670510 1 CHS1U/2U WALL MOUNT KIT 670601 1 CHS2U INT BATTERY KIT 670966 1 AK-INMAIL-16-APP LICENSING FOR VOICEMAIL 650002 13 DTZ-12D-3(BK)TEL(12BUTTON DIGITAL TELEPHONES) 660122 1 DESI ITZ/DTZ-12-24D (25) LABELS FOR TELEPHONES 1 DTERM CORDLESS DECT TELEPHONE (adapter, charger, 730095 and battery)CORDLESS PHONE FOR ROAMING WORKER 1 MNT SINGLE YEAR CONTRACT MANUFACTURER 39000301 WARRANTY 27 SWA PSA SV8100/8300 MANUF SOFTWARE ASSURANCE 670711081 COVERAGE(ONE YEAR) INSTALL-MAT I INSTALLATION MATERIALS (BLOCKS, BRACKETS, ETC) *SUB-TOTAL EQUIPMENT $ 4,334.69 INSTALL 1 PROGRAM, INSTALL,TRAIN, &TEST $ 1,892.58 *SUB-TOTAL PROJECT SELL $ 6,227.27 Customer Signature: Purchase Order#: Black Box Network Service 0000New Horizons Bhd,Amityville NY117O1 ' 1MV, Platinum Partner Ice E=ert Sew LA� k A L CUSTOMER- 'SALES REPRESENTATIVE," , ,Name: Town of Southold-HRC Danielle Lyle Pite 1P1:1 750 Pacific Street Mattituck NY' 6000"New Horizons Blvd. Conttictl� Lloyd Reisenberg Amityville NY 11701 `.Phond: 631-765-1891 631-370-7822 QUOTATION NEC SV8100 Telephone System - Human Resources For your convenience,your sales representative, quote number and customer number have been included to provide you with faster service when 'you are ready to place your order. *Sales/use tax I Shipping Not included Sales/use tax is a destination charge, i.e.based on the "ship to"address on yourpurchase order. Please indicate your taxability status on your PO.If exempt,please fax exemption certificate to our Accounting Department at(631)8411-5299; attention: Linda Groener referencing your customer number. If you have any questions regarding tax please call(631)841-7409 or email Linda.Groener@biackbox.com** ***Quote valid for 60 days. Subject to Credit Approval ' Black Box Network Service 0OUONew Horizons Blvd,Amityville NY117O1 Telephone: (831) 841'52OO Fax: (831) 841-52O0 'o1ZDh;R FORM SECTION A: CUSTOMER INFORMATION Customer Name("Customer"): Town of Southold-HRC Nu-Vision Technologies d/b/a Black Box Network Services ("Black Box") State of Incorporation or Organized in State of: NY 6000 New Horizons Amityville NY 11701 Phone:631-841-5200 Principal Address: Billing Address: 750 Pacific Street 750 Pacific Street City State Zip City State Zip Mattituck NY 11952 Southold NY 11952 Tax ID No. The terms of the Agreement shall govern this Order. Tax Exempt Status ® Yes ❑ No Tax Exempt No. Effective Date of Agreement: ® MOA ❑ MSMSA If"Yes"(exempt)Certificate of Tax Exemption MUST be ❑ Cable Agreement attached to Order. ❑Hosted/Cloud ❑Other Reference Number(if applicable): Date of Order Form is Represented by the Customer Signature Date Set Forth Below. Project No.: Commencement Date:TBD Term of Order: Purchase Plan: ® Cash Purchase ❑ Third Party Lease/Financing by (Lease/finance company documentation MUST be attached to Order,e.g.,Document Receipt Notice,Assignment and Assumption Agreement,etc.) SECTION B: SELECT ALL-APPLICABLE PRODUCT/SERVICE OPTIONS Select all that apply: ® New System(s) ❑ Installation Services ❑ ConvergenceCaresm Services ❑ Maintenance and/or Support Services ❑ Cabling Products/Services ❑ Professional Services ❑ Adds/Upgrade to Existing System ❑ Managed Services ❑ Other: ❑Hosted(Cloud)Services(GCI) ❑ Hosted(Cloud)Services(Mitel) SECTION C: PRODUCT PURCHASE AND INSTALLATION System Price(excluding applicable taxes and shipping): $6,227.27 *Check box if shipping is included in a System Price Payment Terms(excluding applicable taxes): Voice/Data(UCC): Cabling/Infrastructure Services: 20%of System Price due at Customer signing $1.245.45 70%of System Price due at Delivery* $4,35909 20%of Cabling Price due at Customer signing $ 10%of System Price due at Cutover* $622.73 Other: $ Amount of Monthly Progress Payment: $ For All Voice Transactions: Other: $ Anticipated Delivery Date: Anticipated Cutover Date: Hourly Rates(if applicable) Final Configuration Date: s For All Data Transactions: $ /hour standard time $ /hour non-standard time Requested On-Site Date: For drop-ship orders: 20%of System Price due at Customer signing $ 80%of System Price due at Delivery* $ Other: $ *Customer will be invoiced on both the scheduled Delivery date and on either the Cutover date for Voice products/services or the Service completion date for Data products/services,as applicable,with payment due upon receipt of invoice. Late payments may result in suspension of work and in installation and/or Cutover delays. Customer Initials 1313 Rev 1 Order Foran Effective 03/20/15 Page 1 of 2 :ORDLR FORMI all ' ' .1 SECTION D: SERVICES(MAINTENANCE,SUPPORT,MANAGED SERVICES,AND/OR.HOSTED/CLOUD) Service Fee(excluding applicable taxes): $ Hourly Rates(if applicable): $ /per hour standard time $ /per hour non-standard time Hosted Service Fee(excluding applicable taxes): $ Hourly Rates(if applicable): $ /per hour standard time $ /per hour non-standard time Payment Terms: Service Billing Option for Managed Services and Maintenance(excluding applicable taxes): Billing payment schedule(check one): ❑Annually $ ❑ Semi-Annually* $ ❑Quarterly* $ ❑Monthly* ❑ Pre Paid Billing(Standard) years $ (per year) ❑Milestone Payments set forth in the attached Statement of Work *Selection of a monthly billing option will incorporate an additional processing fee. SECTION E: ATTACHMENTS Select all that apply: ® Schedule A or Customer Inventory Schedule ❑ Tax Exemption Certificate ❑ Statement of Work(Product and/or Services) ❑ Lease/Financing company documentation ❑ Service Plan ❑ Other ❑ Software License ❑ Other SECTION F: SIGNATURES Customer: Town of Southold-HRC Nu-Vision Technologes d/b/a Black Box Network Services BY: V4VW049 BY: (Authorized Signature) Authorized Signature) NAME: ¢t 4 leas ASt4' NAME: Danielle Lyle TITLE: TITLE: Sr.Account Manager DATE: i DATE: 12/17/15 BB Rev 1 Order Form Effective 03/20/15 Page 2 of 2 Mastior Order Agreement 1. AGREEMENT This Master Order Agreement is between Town of 5. CLAIMS AND RETURNS (A) Claims Black Box will not accept Southold-HRC ("you" or "Customer") and Nu-Vision Technologies d/b/a responsibility for any Customer claims of shortages,discrepancies or damage Black Box Network Services("Black Box"),and sets forth the legal rights and to Equipment Black Box does not Deliver and/or install In addition, Black obligations governing your orders for the purchase,installation and warranty of Box will accept responsibility for Customer claims of shortages,discrepancies telecommunications, Intemetworkmg, and/or converged equipment or damage to Equipment only if Customer notifies Black Box in writing within ("Equipment") and/or licensed software(collectively,the"System"), or other five (5) business days of Delivery (B) Returns. Subject to any applicable related services at a single location or multiple locations as described in the manufacturer restocking fees, unless Equipment is defective, Black Box will applicable Order Form. This Agreement consists of these terms and only accept return of Equipment which (i)is returned within thirty(30)days conditions, product specific additional terms, signed order form(s) (or in the of Delivery,(n)reflects a Return Merchandise Authorization("RMA")number event of a Modification, as defined herein, to a System, (either a Customer issued by Black Box; (iii) is in its original packaging,and(iv)is in the same Service Order or a Job Change Order,as defined herein)or to a Service order, condition as Delivered. Black Box may charge a restocking fee for Equipment signed by the Customer, individually the "Order" and collectively the returns unless the Equipment is defective, or Delivered in error. Black Box "Orders"), a Scope of Work("SOW") if applicable, applicable Order Form,a may reject any return or exchange request that does not materially comply with Service Plan if applicable, applicable software license ("Software"), the Black Box's return procedures Maintenance,Support,Professional&Managed Services Addendum,the Data 6. RISK OF LOSS,TITLE AND SECURITY INTEREST. (A)Risk of Product Addendum, the Voice Product Addendum and the Network Loss. Customer assumes the risk of loss of the System from the date of Infrastructure Services Addendum(collectively,the"Agreement")and all such Delivery (B) Transfer of Title. Title shall pass to Customer upon full documents shall be incorporated into this Agreement by reference and become payment of the System Price, including taxes, shipping, handling and other part of this Agreement during the Term(as defined below) Black Box may applicable charges. (C) Security Interest. Customer grants Black Box a perform the Services with personnel of Black Box or any of its parent purchase money security interest in the System purchased hereunder and agrees companies, subsidiary companies or companies under direct and indirect to execute all documents necessary to perfect that interest Customer will not common control therewith(each,a"Black Box Entity"and collectively,"Black grant or convey to any other person or entity a security interest in, or permit Box Entities")or with subcontractors to Black Box and/or Black Box Entities placement of a lien on,the System unless and until Customer has paid Black ("Subcontractors") Black Box shall be solely responsible for the performance Box in full for such System. of the Services and all of the other liabilities and obligations of Black Box 7. CUSTOMER RESPONSIBILITIES Customer will allow Black Box under this Agreement, whether or not performed in whole or part by Black reasonable access to Premises as necessary and as authorized by Customer for Box,any Black Box Entity or any Subcontractor installation, inspection, testing and repair of the System and performance of 2. TERM.The term of this Agreement shall commence on the date Black Box any required activity and make available a reasonable amount of secure space executes this Agreement (the"Effective,Date"), and will continue TBD (---) for storage by Black Box of repair parts and provide any assistance as months thereafter(the"Term"), and this Agreement shall apply to any Order necessary to allow Black Box to perform services placed during the Term, even if performance extends beyond the Term If 8, SOFTWARE LICENSE (A)Direct License. Customer acknowledges neither Customer nor Black Box provides the other written notice of that Customer's Software license is granted directly by the Software publisher cancellation at least thirty(30)days prior to the end of the Term or the end of or equipment manufacturer from which the Software is provided, and not by the term of any Order placed hereunder,the Term or the term of such Order Black Box. Customer agrees to be bound by the Software publisher's or will automatically renew for additional periods of one(1)year at Black Box's equipment manufacturer's Software and/or end user license agreement attached then current rate(s) to the Order (B) Grant of License. Absent such direct license,Black Box 3. PRICE AND PAYMENT TERMS. (A) Systems The System price, grants Customer a non-exclusive license to use the Software in the System for excluding applicable taxes, fees and shipping (the "System Price"), and the its useful life,provided Customer. (i)does not disclose information about the payment terms are set forth on the Order Black Box may increase the System Software to a third party without Black Box's prior consent, (n) uses the Price for Customer requested additions to or moves of components of the System solely for Customer's internal business purposes; (in) does not copy System and additions or changes to the configuration of the System, a any part of the Software without Black Box's consent(except for a single copy component of the System, including any upgrades and new peripheral devices for backup purposes only); (iv) does not attempt to develop any source code ("Modifications") (B) Service Fee. The price for Services, excluding from the Software, (v) does not attempt to reverse engineer, decompile, applicable taxes,is set forth on the Order(the"Service Fee") The Service Fee, disassemble, alter, add to, delete from, or otherwise modify the Software, plus all applicable taxes,shipping,handling and other charges,is due annually except to the extent that such modification capability is an intended feature of in advance, unless otherwise agreed in writing by the parties (C)Sales and the Software, and(vi)returns, erases or destroys any Software on any media Use Taxes Customer is responsible for all applicable taxes,shipping,handling being recycled or discarded and so certifies to Black Box Customer may and other charges applicable to the Equipment, Software and/or Services transfer the right to use the Software only to an end user who acquires the right provided under this Agreement. Customer agrees either to pay to Black Box to use the System and agrees to be bound by the terms of this license (C)No the amount of all applicable taxes or to provide evidence of exemption no later Guarantee. Black Box makes no guarantee that Software satisfies the than the date of any Order If Black Box relies on Customer's tax exemption, demands of Custmer, that Software products as selected by Customer are and sales or use taxes are not invoiced or collected,and it is later determined compatible with other products,that Software will operate without interruption that sales or use taxes apply, Customer agrees to pay such taxes, with any and without faults or that all Software errors can be rectified interest or penalties (D)Due Date All charges, unless otherwise specified, other than the System Price are due on receipt of invoice Past due amounts 9• HAZARDOUS SUBSTANCES Customer represents and warrants that received more than thirty(30)days after due date bear interest at the lesser of a the Premises shall. (i) be in compliance with all applicable federal, state and rate of 15%per month,or the maximum permitted by law "Delivery"occurs local laws,rules and regulations,including hazardous waste and environmental when Black Box tenders Equipment for delivery to the Customer's designated laws and/or regulations; (n) be safe, and (iii) not contain, present, or expose location ("Premises") or provides Services (E) Third Party Payment. Black Box employees or agents to asbestos or other hazardous materials or Customer shall not be relieved of its payment obligations due to the failure of substances If Customer breaches this Section, Black Box may immediately any third party to make timely payments suspend performance until Customer has corrected such condition(s) and/or terminate this Agreement with respect to such Premises without liability 4. ORDERING PROCEDURES Customer shall sign an Order for 10. WARRANTY. (A) Unless otherwise set forth in this Agreement, all Equipment, Systems and/or Services ordered during the Term Multiple manufacturer's end user warranties for Equipment and Software provided Services may be ordered under one Order Black Box shall acknowledge hereunder are passed through to Customer Black Box will provide reasonable acceptance of Customer's Order by executing said Order. Black Box may assistance to Customer in presenting any such Equipment and/or Software acknowledge a Customer-issued purchase order as an Order; however, the claims to the manufacturer The Customer's sole and exclusive remedy for any parties acknowledge that a Customer's purchase order or other similar breach of a manufacturer's warranty shall be limited to the remedies set forth in document is for the Customer's convenience only and if acknowledged by the manufacturer's end use warranties for Equipment and/or Software (B) Black Box,these terms and conditions shall apply to the Order and any terms Customer agrees that installation,repair,or modification of a System by non- and conditions on the Customer purchase order shall have no effect on this manufacturer certified technicians may void the manufacturer's warranty and Agreement,the Order or the Services provided under this Agreement may result in a denial of Software support services (C) UNLESS Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 1 of 8 ,Master Order Agreement OTHERWISE STATED IN THIS AGREEMENT THE WARRANTIES SET 13. INDEMNIFICATION. (A) General Each party shall defend, FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES indemnify and hold harmless the other party, and its respective directors, FROM BLACK BOX BLACK BOX DISCLAIMS ALL WARRANTIES, officers,trustees, members, employees and agents from and against any third EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,IMPLIED party claim,suit,action or proceeding alleging bodily injury(including death) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A or damage to tangible property to the extent such injury or damage is caused by PARTICULAR PURPOSE,ANY WARRANTY OF NONINFRINGEMENT, the gross negligence or willful misconduct of the indemnifying party, its ANY WARRANTIES ARISING FROM A COURSE OF DEALING,USAGE employees,subcontractors or suppliers in connection with the performance of OF TRADE, TRADE PRACTICE OR ANY WARRANTY OF SECURITY Services or the unauthorized disclosure or use of any Confidential Information, OR THAT THE SERVICES OR NETWORK TRANSPORT WILL BE as defined below, provided that such claim is promptly reported to the UNINTERRUPTED OR ERROR FREE BLACK BOX SHALL NOT BE indemnifying party in writing. (B)Patent Indemnification Black Box shall LIABLE FOR UNAUTHORIZED ACCESS TO BLACK BOX'S OR indemnify Customer from and against any liabilities and damages arising out of CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES or relating to any claim by a third party that the System or Services infringe EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR upon any United States patent or copyright As conditions precedent to Black ALTERATION, THEFT, LOSS OR DESTRUCTION OF CUSTOMER'S Box's indemnification obligation, Customer shall fully comply with this DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION Agreement with respect to retention of,assignment of,and/or sublicense of,the THROUGH ACCIDENT,FRAUDULENT MEANS OR DEVICES(SUCH AS right to use the Software;notify Black Box promptly of the suit in writing,give TOLL FRAUD), COMPUTER VIRUSES OR ANY OTHER METHOD Black Box the sole right to defend and settle any suit, and, at Black Box's BLACK BOX MAKES NO WARRANTY FOR USE OF THE SYSTEM AS A request, cooperate and assist in the defense as requested by Black Box This COMPONENT IN LIFE SUPPORT DEVICES OR SYSTEMS OR WITH indemnity shall not extend to any suit or proceeding which is based upon (i)a RESPECT TO THE PERFORMANCE OF ANY SOFTWARE OR claim covering any combination of equipment and/or software in which the FIRMWARE (D) Customer's SOLE AND EXCLUSIVE REMEDY for System is solely an element and such element by itself does not form a basis breach of any warranty on a System installed by Black Box is limited to the for the claim, (ii) a claim arising from any item furnished by Customer, remedies set forth in this Section. If, however, it is determined that such including, but not limited to, systems or any portions thereof installed by a remedy fails of its essential purpose, then Black Box's entire liability for third party other than Black Box;(iii)a claim arising from use of components breach is limited to Black Box's payment of Customer's actual direct damages manufactured,developed or programmed at Customer's request to Customer's in an amount not to exceed the portion of the System Price allocable to the production specifications,(iv)a claim arising from use of the components in a Equipment related to the claim manner or for a purpose not contemplated by this Agreement, (v) a claim 11. WARRANTY AND SERVICE EXCLUSIONS (A) Warranty and arising from those portions of the System(a)which are modified after shipment services exclude. (i)electrical work external to the System,(ii)service which by any party other than Black Box,if the alleged infringement relates to such is impractical for Black Box to render because of Equipment alterations or its modification, or(b) directly or indirectly combined with any non-Black Box connection to other devices,or because of alterations to operating systems,(iii) equipment, products, processes or materials where the alleged infringement systems engineering services,programming,and operations procedures of any relates to such combination;(vi) a claim where the alleged infringing activity sort, or (iv) Force Majeure events or any other environmental causes not continues after Black Box has notified Customer thereof or after Black Box has attributable to Black Box,(v)deterioration of materials which,by their nature, informed Customer of modifications that would have avoided the alleged have a limited shelf life (including, without limitation, batteries); (vi) infringement,or(vii)a claim where the alleged infringement is based on use of Customer's failure to follow operation, maintenance, or environmental a version of the System other than the then current version of the System, if requirements described in the manufacturer's manuals or product bulletins,or such alleged infringement could have been avoided by use of the then current in Black Box manuals and other documentation provided to Customer, (vii) version of the System Should the System or its components become subject to Customer's addition(s), alteration(s), modification(s), enhancement(s) or a claim of infringement of a United States patent or copyright,Black Box may, repair(s)to, or disassembly of, the System, (viii) Customer's or third parry's at its option and expense. (x)procure for Customer the right to continue the mishandling, abuse, misuse or damage to the System, (ix) relocation of the uninterrupted use of the affected Equipment and/or Software, (y) replace or System without Black Box's written consent (other than telephone sets modify the same so that it becomes non-infringing;or(z)refund to Customer relocated in accordance with the manufacturer's specifications),(x)failures or the depreciated value of the affected components on a straight line five(5)year changes required by the local exchange company, interexchange carrier, the basis from the date of acceptance, in which case Customer shall return the power company or other transmission providers,(xi)service calls which result affected components to Black Box. Black Box's total cumulative liability in "no trouble found" or trouble not related to the warranted or maintained under this Section shall be limited to the System Price of the affected Equipment, or (xii) any other cause not attributable to Black Box Upon component or System or the Service Fee giving rise to the claim together with Customer's request for services after an exclusionary event set forth in (i)— all litigation costs,including Court awarded damages and settlement payments (xii) above, Black Box may, at its option, perform repair services at Black This Section sets forth the Customer's SOLE AND EXCLUSIVE REMEDY Box's then current time and materials rates to bring the System back into for any patent or copyright infringement claims. compliance with manufacturer's or Black Box's specifications (B) When 14. TERMINATION (A) The non-breaching party may terminate this Black Box determines that the System or any component thereof can no longer Agreement and/or any outstanding Order and/or pursue its remedies in law or be effectively maintained for any reason, including but not limited to,usage, equity, including injunctive relief, except as otherwise limited by this environmental conditions, or lack of readily available replacement parts or Agreement, in the event that. (i) immediately if Customer breaches Section Software, Black Box shall provide Customer at least thirty(30) days written 8(B), (ii) a party fails to make any payment when due and fails to cure the notice and reserves the right to cancel, in whole or in part, its warranty or nonpayment within seven (7) days of written notice, (iii) a party commits a service obligations for a System or any component thereof. In the event of material breach of this Agreement (other than a breach for Section 8(B) or such cancellation,Black Box shall provide Customer a prorated refund nonpayment) and fails to cure that breach within thirty (30) days following 12. LIMITATION OF LIABILITY IN NO EVENT SHALL BLACK BOX receipt of written notice describing the breach;(iv)Customer either refuses to BE LIABLE FOR (i) ANY INDIRECT, SPECIAL, INCIDENTAL, OR permit Black Box to perform its obligations under this Agreement, EXEMPLARY DAMAGES; (n) CONSEQUENTIAL DAMAGES, acknowledges its intent to terminate or cancel this Agreement or any Order or INCLUDING, BUT NOT LIMITED TO, COMMERCIAL LOSS OF ANY terminates or cancels this Agreement or any Order for any reason other than a KIND WHICH INCLUDES LOSS OF BUSINESS,PROFITS,REVENUE OR default by Black Box under this Section,or(v)a party ceases doing business or SAVINGS, AND LOSS OF DATA OR MESSAGES, OR (iii) ANY commences dissolution or liquidation proceedings In addition to any other DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE rights or remedies set forth herein, in the event Black Box terminates this OF THE SYSTEM,INCLUDING,WITHOUT LIMITATION,TOLL FRAUD Agreement or any Order placed hereunder pursuant to this Section,Customer OR COMPUTER VIRUSES THIS PROVISION APPLIES TO ALL CLAIMS shall promptly pay Black Box for the System and any services provided, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF including all costs incurred, up to the date of termination. In the event CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY Customer defaults under this Agreement or any Order, Customer's down OTHER LEGAL THEORY, AND WHETHER BLACK BOX HAS BEEN payment shall be nonrefundable (B) The aggrieved party may suspend ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. performance of its obligations under this Agreement or any Order placed hereunder during the cure period for any breach described above (C)Black Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 2 of 8 Master Order Agreement • s # F Box reserves the right to suspend performance under this Agreement or an written, relating to the subject matter of this Agreement and constitutes the Order if,in Black Box's sole discretion,required by regulation,statute,judicial entire agreement between Black Box and Customer with respect to the subject action or other applicable legal requirement. (D) Termination of this matter herein.No subsequent agreement among the parties concerning the services Agreement shall not relieve either party of its respective obligations to comply shall be effective or binding unless made in writing and executed by authorized with all terms of this Agreement that expressly call for performance prior to or representatives of both parties Neither electronic mail nor instant messaging shall subsequent to the termination date, including without limitation, the parties' be considered a"writing"sufficient to change,modify,extend or otherwise affect respective obligations to protect Confidential Information, as defined herein the terms of the Agreement. (E)In the event Customer cancels an Equipment Order prior to any installation activity,Customer shall pay Black Box any and all costs incurred in addition to IN WITNESS WHEREOF,the parties hereto have caused this Agreement to an early termination fee in the amount equal to thirty percent (30%) of the be executed by their duly authorized representatives as set forth below. System Price set forth in the canceled Equipment Order (F) It is agreed that Black Box's or Customer's damages in the event of breach are difficult or Town of Southol RC [CUSTOMER] impossible to ascertain. The provisions are intended, therefore, to establish liquidated damages in the event of cancellation and are not intended as a penalty By: 15. CONFIDENTIALITY. During the Term of this Agreement,Black Box Name: O and Customer may be exposed to the other's proprietary information (the Title: "Confidential Information") Each party agrees to hold in strictest confidence Date: and not to disclose to any person or use in any way for that party's own or another's benefit any of the other party's Confidential Information The parties Nu-Vision Technologies agree that any violation of these provisions regarding confidentiality will result d/b/a BLACK BOX NETWORK SERVICES in irreparable injury to the other party and agree that each shall have the right to seek a restraining order,injunction or any other remedies available at law or By: in equity The parties agree to waive any bond requirement for enforcement of Name: this provision Title: 16. FORCE MAJEURE. Except for Customer's payment obligations Date: Contract Number: hereunder, a party's non-performance or delay shall be excused to the extent Attachments: the failure or delay in performance is the result of events beyond such party's Maintenance,Support,Professional&Managed Services Addendum reasonable control including, without limitation, governmental actions, civil Data Product Addendum unrest, terrorism, power surges or failure, fire, water, acts of God including Voice Product Addendum without limitation,rain,floods,earthquakes or lightning Network Infrastructure Services Addendum 17. NOTICES Notices shall be in writing and will be deemed given when delivered in person,or when sent via facsimile with confirmation or overnight courier with confirmed delivery The respective addresses of the parties for notice are. (i)to Customer at the address indicated on the Order;or,(ii)to Black Box Network Services (with a copy to the General Counsel)- Attn Corporate Billing,POB 536503 Pittsburgh PA 15253.Customer shall notify Black Box of any changes to its address 18. GENERAL PROVISIONS (A) Assignment Customer shall not assign this Agreement without Black Box's prior written consent,which shall not be unreasonably withheld. (B)Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns (C) Waiver. A party's waiver of any default will not operate as a waiver of any contemporaneous or subsequent default. (D)Severability If any Court finds any provision of this Agreement to be void, unlawful or unenforceable under any applicable statute or other controlling law,such provision shall be deemed severed and the remainder of this Agreement shall continue in full force and effect. (E) Governing Law This Agreement shall be governed by the laws of the State of New York without regard to its choice of laws principles (F) Publicity Neither party shall issue a news release or other form of publicity concerning the existence of the Agreement or the services without obtaining the prior written approval of the other party and Customer agrees to work in good faith with Black Box regarding any potential news release,public announcement,advertisement,or other form of publicity concerning the existence of the Agreement or the Services (G) Non-Solicitation and Non-Hire Neither party, including its subsidiaries and affiliates, shall directly or indirectly solicit, hire or contract with any of the other party's employee(s) performing work under this Agreement during the Term of this Agreement or any Order and for one (1) year after termination or expiration (H)Agreement Precedence In the event of any conflict between these terms and conditions and other documents attached hereto, the order of precedence shall be- (i) these terms and conditions; (ii) applicable product/service addenda; (iii) the SOW; (iv) applicable Service Plan(s),(v)any Order,and(vi)any other attachments and/or exhibits (I) Independent Contractor Black Box and Customer are independent contractors with respect to all rights and obligations under this Agreement. (J) Execution. This Agreement may be executed contemporaneously in one or more counterparts,each of which shall be deemed an original,but which together shall constitute one instrument and the parties may rely on a facsimile signature or pdf copy to bind the other party. (K) Entire Agreement and Modification.This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 3 of 8 Master Order Agreement . 1! ��:"i I, MAINTENANCE, SUPPORT, PROFESSIONAL & MANAGED to use such software as it is only provided as a feature of the Services. At SERVICES ADDENDUM either the Agreement or an applicable Order's expiration or termination, all such software shall be deleted and/or removed from Customer's server 8. TERMINATION In the event Customer defaults under this Addendum 1. PRODUCT DESCRIPTION In addition to the terms and conditions as or any Order placed hereunder,Customer's prepayment shall be nonrefundable set forth in the Master Order Agreement, these additional terms for In the event Customer defaults under this Addendum or any Order placed Maintenance, Support, Professional & Managed Services, as defined and hereunder, and Customer has not prepaid for the entire term of the Order, in identified herein, set forth the supplementary legal rights and obligations addition to paying Black Box for all costs incurred in providing the Services up governing Customer orders for the purchase of Black Box maintenance, to the date of termination,including any third party early termination charges, support services and/or managed services. Black Box agrees to furnish such Customer is liable for an amount equal to three(3)times the monthly Service requested maintenance, support, professional and/or managed services, Fee including ConvergenceCarell Services, (hereinafter referred to as 9. LIMITED WARRANTIES (A) BLACK BOX WARRANTS THAT "Maintenance"or"Managed Services"or collectively"Service"or"Services") WORK PERFORMED UNDER THIS AGREEMENT SHALL BE for the System. The System and its location(s)(the"Premises")are described PERFORMED IN A GOOD AND WORKMANLIKE MANNER AND BE in the Order and/or applicable SOW. Capitalized terms not otherwise defined FREE FROM MATERIAL DEFECTS FOR A PERIOD OF THIRTY (30) herein shall have the meaning given them in the Master Order Agreement DAYS FROM DATE OF PERFORMANCE CUSTOMER'S SOLE AND 2. SERVICES TERM Black Box will provide Services for the term EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTY SHALL defined on an executed Order and/or SOW and in accordance with the terms of BE CORRECTION OF THE DEFECT BY BLACK BOX AT BLACK BOX'S the applicable Service Plan EXPENSE (B)For Managed Services Only Black Box makes no warranty 3. UPGRADES. If Customer requests an upgrade to an existing system not that the Managed Services will be uninterrupted or error-free Customer maintained by Black Box under a current agreement, Black Box may require acknowledges, and agrees to inform its end users,that the Managed Services that the existing system be brought into compliance with the manufacturer's are not a guaranty against malicious code, deleterious routines, and other specifications before installing any requested upgrade Black Box will invoice techniques and tools employed by computer"hackers"and other third parties to Customer at its then current time and materials rate for any work performed by create security exposures. BLACK BOX MAKES NO WARRANTY, Black Box to bring the existing system into compliance. If Customer orders an EXPRESS OR IMPLIED, THAT ALL SECURITY THREATS AND upgrade to an existing system,then"System"shall mean"the existing system VULNERABILITIES WILL BE DETECTED OR THAT THE as upgraded by Black Box"for purposes of this Agreement SERVICES WILL RENDER A CUSTOMER'S OR END USER'S 4. SERVICE FEE ADJUSTMENTS Black Box may increase the Service NETWORK AND COMPUTER SYSTEMS SAFE FROM INTRUSIONS Fee for Customer requested additions to or moves of components of the System AND OTHER SECURITY BREACHES (C) For Anti-Virus File Update and additions or changes to the configuration of the System,a component of the Services Only (i) All Software installed and supported by Black Box are System, including any upgrades and new peripheral devices or any other provided by third party Software publishers or equipment manufacturers changes to the Services ("Modifications") Black Box will maintain pursuant to license agreements or other arrangements between such third modifications performed by a party other than Black Box only if Customer's parties and the end user Black Box disclaims any responsibility for or liability modified system is verified by Black Box at Customer's expense to be related to the Software Any questions complaints or claims related to the operating in accordance with manufacturer's standards for service and Software and Service should be directed to the appropriate company maintenance Customer agrees to pay Black Box's then current time and responsible for developing the Software. (n) Black Box makes no materials rates for such verification efforts in the event Black Box agrees to representations or warranties as to the truth, accuracy or completeness of any maintain such modifications statements, information or materials concerning the Software publishers or 5. CUSTOMER RESPONSIBILITIES Customer will (i) allow Black equipment manufacturers' Software that is installed and supported by Black Box access to the Premises necessary for the performance of work,(ii)comply Box. (in) ALL SUCH INFORMATION, SERVICE/SOFTWARE, AND with all local codes, including, the National Electrical Code; (iii) authorize PRODUCTS,ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY Black Box,at Customer's expense,to make ice requests upon third parties KIND BLACK BOX AND/OR ITS RESPECTIVE SUPPLIERS HEREBY service for System interconnection requirements, ser cooperate with Black Box's DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO requests for assistance in testing, (v) be responsible for providing adequate THIS INFORMATION, SERVICE/SOFTWARE, AND PRODUCTS, back-up of data and for restoring data to a repaired System, (vi) immediately INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF notify Black Box of any anticipated delay in facility availability, (vu) be MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, responsible for implementation and maintenance of security features for WORKMANLIKE EFFORT,TITLE AND NON-INFRINGEMENT defense of the System against unauthorized intrusion or long distance calling, 10. LIMITATION OF LIABILITY (A) Customer understands that, e g., toll fraud, and Customer will be solely responsible for payment of long should it make any changes to its firewall or VPN equipment or Managed distance,toll and other telecommunications charges incurred through use of the Services outside the scope of the selected Managed Services Service Plan(s), System, (viii) provide remote access to its equipment for remote diagnostics such changes may result in a lower level of security and may allow unsecured and in the event that the Customer fails to provide such remote access or access to its network. In the event of any such change(s), Customer demands an immediate dispatch,Black Box may bill Customer a service call acknowledges and agrees that it shall assume all risks and liabilities associated fee for any such service calls; (ix) document and report Equipment with or resulting from any such change(s) CUSTOMER ACKNOWLEDGES malfunctions after discovery;and(x)pay,at Black Box's then current time and THAT DATA TRANSMISSION SECURITY SERVICES SUCH AS THOSE material rates,for any expenses related to delays resulting from conditions at PROVIDED UNDER THIS AGREEMENT ARE NOT FOOLPROOF AND, the Premises THEREFORE, ARE NOT GUARANTEED IN ADDITION TO THE 6. MAINTENANCE OBLIGATIONS Black Box's Maintenance DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS obligations are set forth in this Section, the SOW and/or the Service Plan(if AGREEMENT, NEITHER BLACK BOX NOR ITS SUPPLIERS WILL BE applicable), attached to each Order. Black Box shall respond to System LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, failures, either on-site or remotely, pursuant to the applicable SOW and/or ANY LOSS OR DAMAGE TO DATA)RELATING TO OR ARISING FROM Service Plan Maintenance,unless otherwise stated in the SOW or applicable THE USE OF THE MANAGED SERVICES PROVIDED HEREUNDER (B) Service Plan,shall include furnishing parts and labor necessary to maintain the For Anti-Virus File Update Services Only. CUSTOMER AGREES THAT System in good operating condition in accordance with the manufacturer's BLACK BOX SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED specifications for service and maintenance Repair and replacement parts may ACCESS TO OR ALTERATION OF CUSTOMER TRANSMISSIONS OR be new or reconditioned to be the functional equivalent of new. DATA,ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT 7. SOFTWARE DEPLOYMENT Customer acknowledges that Black OR RECEIVED,OR ANY TRANSACTIONS ENTERED INTO THROUGH Box may utilize third party software to perform the Services,e g,managed or THE USE OF BLACK BOX PROVIDED SERVICE/SOFTWARE. professional services,as set forth r the SOW and that vsome instances such CUSTOMER AGREES THAT BLACK BOX IS NOT RESPONSIBLE OR software may be placed on Customer's servers during the Term Furthermore, LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, Customer acknowledges that Black Box is not providing a license to Customer OFFENSIVE OR ILLEGAL CONTENT CONDUCT ANY OTHER PARTY OR ANY INFRINGEMENT OFF A THIRD PARTY'S RIGHTS, Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 4 of 8 Master Order Agreement INCLUDING INTELLECTUAL PROPERTY RIGHTS CUSTOMER AGREES THAT BLACK BOX IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN A BLACK BOX PROVIDED SERVICE/SOFTWARE Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 5 of 8 „Master Order Agreement DATA PRODUCT ADDENDUM 1. PRODUCT DESCRIPTION.In addition to the terms and conditions as set forth in the Master Order Agreement, these additional terms for data products set forth the supplementary legal rights and obligations governing Customer orders for the purchase,installation and warranty of data Equipment and/or Software Capitalized terms not otherwise defined herein shall have the meaning given them in the Master Order Agreement For the purpose of these additional terms for data products as set forth herein,the tern"System”shall refer to data System(s)only. 2. ACCEPTANCE Acceptance is deemed to occur on the date of Delivery. 3. LIMITED WARRANTIES (A) IN ADDITION TO THE MANUFACTURER'S WARRANTY, BLACK BOX WARRANTS THAT INSTALLATION OF SYSTEMS WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER AND THAT THE SYSTEM WILL BE FREE FROM MATERIAL DEFECTS IN WORKMANSHIP FOR THIRTY (30) DAYS FROM PERFORMANCE (THE "WARRANTY PERIOD"). Customer's SOLE AND EXCLUSIVE REMEDY for breach of any warranty on a System installed by Black Box is limited to Black Box's repair or replacement of the defective System or component at Black Box's sole discretion and expense,or a prorated refund of the System Price, in the event the System or component cannot be repaired or replaced. If, however, it is determined that such remedy fails of its essential purpose, then Black Box's entire liability for breach is limited to Black Box's payment of Customer's actual direct damages in an amount not to exceed the portion of the System Price allocable to the Equipment related to the claim. (B)For NEC Products Only Neither NEC nor Black Box shall be responsible for the failure of any NEC Equipment to conform to published specifications, which failure is attributable to environmental or structural causes beyond NEC's or Black Box's control. (C) For Cisco Products Only The warranties for Cisco Equipment may be found at the following URL (www cisco_com/go/warranty) The limited warranties referenced in this Section 3(C) do not apply if the Equipment. (a) has been altered, except by Cisco, (b) has not been installed, operated, repaired, used or maintained by Black Box in accordance with instructions made available by Cisco, (c) has been subjected to abnormal or unusual physical or electrical stress or environmental conditions,misused,or negligently handled or operated,or(d)is acquired by Customer for beta, evaluation, testing, demonstration purposes (D) For ShoreTel Products Only. (i) Limited Warranty. BLACK BOX WARRANTS THAT THE SYSTEM IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH MANUFACTURER'S SPECIFICATIONS FOR ONE (1) YEAR FROM EQUIPMENT SHIPMENT. (ii) Exclusions The express warranty set forth in Section 3(D)(i) above specifically excludes and does not apply to defects to System- (a)caused through no fault of Black Box or manufacturer during shipment; (b) caused through defects or damages caused by acts of God and misuse,(c)caused by the use or operation of System in an application or environment other than that intended or recommended by ShoreTel;(d)caused by modifications or alterations made to the System by any third party, (e)which are the result of the System being subjected to unusual physical or electrical stress,or(f)which are caused by the use of the System in connection with other products not provided by ShoreTel and installed by Black Box,and which would not arise from the use of the System alone (iii) Remedies The sole remedy of Customer,and the sole liability and obligation of Black Box,arising out of the foregoing warranty,is for Customer to return the defective System to Black Box for repair or replacement at Black Box's option. Black Box shall use commercially reasonable efforts to correct any material non-conformity with the published specifications for the Software,and to provide a corrected version of the Software to Customer The foregoing states the sole liability and obligation of Black Box, and the sole remedy of Customer arising out of the foregoing warranty. (E) For Mitel Products Only.Limited Warranty. BLACK BOX WARRANTS THAT THE SYSTEM IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH MANUFACTURER'S SPECIFICATIONS UNDER NORMAL USE FOR ONE (1) YEAR FROM EQUIPMENT SHIPMENT. Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 6 of 8 blaster Order Agreement VOICE PRODUCT ADDENDUM cases of natural wear and tear or damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, or from special conditions deviating from normal conditions of usage, or from non- 1. PRODUCT DESCRIPTION In addition to the terms and conditions as reproducible Software errors. The same applies when Software is not used in set forth in the Master Order Agreement, these additional terms for voice accordance with the applicable installation requirements or not in accordance products set forth the supplementary legal rights and obligations governing with the appropriate conditions of usage Claims based on Defects attributable Customer orders for the purchase,installation and warranty of voice Equipment to improper modifications or repair work carried out by third parties and the and/or Software. Capitalized terms not otherwise defined herein shall have the consequences thereof shall be likewise excluded. (d) THE WARRANTY meaning given them in the Master Order Agreement For the purpose of these DESCRIBED IN THIS SECTION 4.(A)(ii) IS BLACK BOX'S SOLE additional terms for voice products as set forth herein,the term"System"shall WARRANTY TO CUSTOMER, AND REPLACES ALL OTHER refer to voice System(s)only WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF 2. SYSTEM FEE ADJUSTMENTS Black Box shall perform MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND Modifications only pursuant to an executed Job Change Order("JCO")before NON-INFRINGEMENT (iii) IN ADDITION, BLACK BOX WARRANTS System Cutover, or a Customer Service Order ("CSO") after Cutover All THAT BLACK BOX PROVIDED UPGRADES, MODIFICATIONS OR JCOs and CSOs must be executed by both Black Box's and Customer's ADDITIONS TO EXISTING SYSTEMS OR SYSTEMS NOT INSTALLED designated Project Managers; provided, that Black Box may unilaterally BY BLACK BOX WILL BE FREE FROM DEFECTS IN MATERIALS FOR implement a no-cost JCO for any Modification that does not affect the NINETY(90)DAYS FROM DELIVERY THIS WARRANTY DOES NOT installation date All fully executed and approved JCOs and/or CSOs shall be EXTEND TO DEFECTS OR ERRORS IN INSTALLATION WHEN A deemed incorporated into this Agreement For the purposes of this Agreement, SYSTEM IS INSTALLED BY CUSTOMER OR A THIRD PARTY BLACK "Cutover" occurs when a System is connected to the network, activated and BOX WILL ACCEPT RETURN OF MALFUNCTIONING COMPONENTS functioning to provide basic service,excepting minor variances in performance OF THE SYSTEM FOR REPAIR OR REPLACEMENT DURING THE of the System that do not materially impair basic voice service WARRANTY PERIOD AT CUSTOMER'S REQUEST, BLACK BOX 3. ACCEPTANCE After Black Box installs a System, Black Box shall WILL REPAIR THE SYSTEM AT THE PREMISES, AT CUSTOMER'S test the System in accordance with the manufacturer's diagnostic and readiness EXPENSE,AT BLACK BOX'S THEN CURRENT TIME AND MATERIAL test specifications. The System will be deemed accepted by Customer after it RATES (B) Remedies (i) Customer's SOLE AND EXCLUSIVE has been Cutover and has operated in accordance with the manufacturer's REMEDY for breach of any warranty on a System installed by Black Box is specifications for five (5) business days ("Acceptance") unless, within that limited to the remedies set forth in this Section and is subject to the other time, Customer has provided Black Box written notice of deficiencies in limitations set forth above If,however,it is determined that such remedy fails operation or Customer has executed a Certificate of Delivery and Acceptance of its essential purpose,then Black Box's entire liability for breach is limited to ("CDA")as set forth herein If Customer has provided such notice,Black Box Black Box's payment of Customer's actual direct damages in an amount not to shall correct any actual deficiencies and System will operate in accordance with exceed the portion of the System Price allocable to the Equipment related to the the Acceptance criteria as set forth above, then System shall be deemed claim (ii) For NEC Products Only Neither NEC nor Black Box shall be Accepted and Customer shall certify its Acceptance of the System promptly in responsible for the failure of any NEC Equipment to conform to published writing, not to be unreasonably withheld or delayed If requested by Black specifications, which failure is attributable to environmental or structural Box,Customer will,upon Acceptance,promptly execute a CDA. If a System causes beyond NEC's or Black Box's control (iii)Systems Installed by Black is installed in phases,Black Box may request a CDA be executed by Customer Box. During the Warranty Period, as defined above or in the SOW or the following completion of each such phase and Customer agrees to execute as applicable Service Plan,Black Box will,at its option and expense (x)repair a requested System at the Premises,or(y)accept return of System components for repair or 4. LIMITED WARRANTIES. (A) (i) For Avaya . NEC and Mitel replacement. Repair and replacement parts may be new or reconditioned to be Products Only BLACK BOX WARRANTS THAT THE SYSTEM IT the functional equivalent of new (iv) Dropshipped Systems During the INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND Warranty Period, as defined above or the applicable Service Plan,Black Box WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH will provide a depot parts service for malfunctioning components MANUFACTURER'S SPECIFICATIONS FOR ONE (1) YEAR FROM CUTOVER (THE "WARRANTY PERIOD"), provided, however, that if Cutover is delayed more than thirty (30) days due to Customer's acts, omissions or delays,the Warranty Period shall be reduced by such number of days in excess of thirty (30) calendar days. NOTWITHSTANDING THE FOREGOING,IF CUSTOMER ORDERS AN UPGRADE TO AN EXISTING SYSTEM, THE WARRANTY PERIOD SHALL END AT THE EXPIRATION OF THE WARRANTY PERIOD OF THE EXISTING SYSTEM OR ANNUAL MAINTENANCE TERM FOR THE EXISTING SYSTEM OR, IF NO SUCH WARRANTY PERIOD OR MAINTENANCE TERM EXISTS, NINETY (90) DAYS AFTER CUTOVER (ii) For Unify Products Only (a) BLACK BOX WARRANTS THAT THE SYSTEM IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH MANUFACTURER'S SPECIFICATIONS FOR ONE (1) YEAR FROM CUTOVER("LIMITATION PERIOD"). Unify shall, at its discretion, have the right to repair, replace or provide again free of charge, parts or services showing a defect as to quality within the limitation period which already existed at the time of the passing of risk(hereinafter referred to as"Defect") within the Limitation Period Software shall be deemed free of Defects if it complies in all major respects with the agreed specifications at the time of the passing of risk If subsequent performance is unsuccessful Customer shall be entitled to cancel the respective order or reduce the remuneration (b) Any contractual item showing a Defect in materials or workmanship, or otherwise failing to operate in accordance with the specification,upon or within the first seventy-two (72)hours after initial operation in Customer's network, will be considered "Dead on Arrival" (DoA), provided that no more than three (3) months have elapsed between the date of shipment from Black Box and the date of the initial operation (c)Claims based on Defects shall be excluded in Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 7 of 8 !Master Order Agreement ��:,,,I a r NETWORK INFRASTRUCTURE SERVICES ADDENDUM defective products, or (z) in the event that(x) and (y) are not commercially practicable,refund the fees previously paid by Customer to Black Box for the defective Services or products. (E) Limitations The warranties set forth in 1. PRODUCT DESCRIPTION In addition to the terms and conditions as this Section apply solely to Customer and to no other third parties. Such set forth in the Master Order Agreement, these additional terms for network Warranties are not applicable to any deficient Services or products where such deficiency is caused infrastructure products set forth the supplementary legal rights and obligations any actions of third parties, where such actions governing Customer orders for the purchase, installation and warranty of were not expressly apppp rovv ed by Black Box m writing, (ii) the failure by network infrastructure services,including structured cabling,for data networks Customer or any third party to follow Black Box's installation, operation or and voice systems (for the purposes of this Addendum, collectively maintenance instruserviced by lac(inany failure of third party products that were not "Services") Capitalized terms not otherwise defined herein shall have the provided e s r any by Black Box,or(iv)any abuse,misuse or negligent acts meaning given them in the Master Order Agreement. of Customer or any third parties. 2. CHANGES AND DELAYS (A) Change Events The parties acknowledge and agree that the occurrence of any of the following events may require the performance of additional work,an extension in the schedule and/or an increase in the fees and expenses payable by Customer under an Order or SOW: (a) a change to or deficiency in the information which Customer has supplied to Black Box, (b) a failure by Customer and/or any of its other contractors to perform any of their respective responsibilities within a specified or required timeframe, (c) circumstances beyond the reasonable control of either of the parties,including a Force Majeure Event,(d)a change in any law, rule or regulation;or(e)the failure of any condition in an Order or SOW to be satisfied(each,a"Change Event") (B)Change Orders In the event of the occurrence of a Change Event, Black Box shall prepare and provide to Customer a proposed change order Customer shall review the proposed change order and either(a) approve the proposed change order or(b) notify Black Box of any item(s) set forth in the proposed change order of which Customer disapproves, in which case Customer and Black Box shall use reasonable commercial efforts to resolve such items within fifteen (15) calendar days of Customer's receipt of the proposed change order Notwithstanding any other provision contained herein,Black Box shall not be required to commence the work described in the proposed change order unless and until Customer and Black Box have mutually agreed in writing upon the proposed change order, including,without limitation,the additional work, an estimated extension of the schedule and/or an increase in the fees and expenses payable by Customer. Upon such mutual written agreement, the proposed change order shall constitute a"Change Order"and an amendment to the Order and/or SOW, and the work set forth in the Change Order shall constitute Services. Black Box shall not be liable for any delays resulting from Customer's rejection of,or delay in approving,a proposed Change Order. (C) Delays Customer shall be responsible for ensuring that the site where the Services are to be performed is available and prepared for the performance of the Services and for ensuring the timely availability of any Customer personnel necessary for the proper performance of the Services. If any delays or deficiencies in the performance of the Services occur as a result of changes or any untimely performance by Customer and/or any of its other contractors,the term of this Agreement,including the related Order or SOW,shall be extended to the extent of any such delay,Black Box shall be compensated for any fees and expenses incurred as a result of such delay,and Black Box shall not incur any liability to Customer as a result of such delay or deficiencies If such delays last for ninety (90) days or more, Black Box shall be entitled to terminate the applicable Order or SOW,by giving thirty(30)days prior written notice to Customer 3. PRICING. Pricing for the Services provided under this Addendum shall be determined on a fixed fee or per time and materials basis as set forth in the applicable Order or SOW("Rates") 4. LIMITED WARRANTY (A) Warranty. Black Box warrants that all structured cabling products shall be free from defects in material or workmanship under proper and normal use and will conform to the specification for a period of one (1) year form delivery (B) Additional Manufacturer Warranty Unless otherwise set forth in this Agreement, all manufacturer's end user warranties for equipment provided hereunder are passed through to Customer Black Box will provide reasonable assistance to Customer in presenting any such equipment claims to the manufacturer The Customer's sole and exclusive remedy for any breach of a manufacturer's warranty shall be limited to the remedies set forth in the manufacturer's end use warranties (C) Services Warranty The warranty for any Services provided by Black Box to Customer under this Agreement, other than installation of structured cabling systems,is limited to thirty(30)days from the date of performance of the Services. (D)Remedies. Black Box's sole liability and obligation,and Customer's sole and exclusive remedy,for failure by Black Box to meet any of the warranties set forth in this Section shall be, at Black Box's option,to (x)re-perform the defective Services,(y)repair or replace the Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 8 of 8 aAM, Platinum Part er hill '041, Service Expert LA� k I A L "Xi' CHAMPION PARTNER Town of So uth6ld-HRC Danielle Lyle 75 0-Pacific Street Mattituck.NY 6000 New Horizons Blvd. '666., 631-765-1891 63lr370-7822 dr _so7thoIdt6wnny.qov QUOTATION 11113012015 I CD-8DLCA 8-PORT DIGITAL LINE CARD(FOR STATION 670107 USERS) 670110 1 CD-4COTB 4-PORT CENTRAL OFFICE TRUNK CARD 670112 1 CD-4LCA 4-PORT ANALOG LINE CARD I SV8100 19 DIGITAL SYSTEM PKG SYSTEM CORE PKG 670296 (SERVER,8-PORT DIGITAL LINE CARD INC) 670510 1 CHS1 U/2U WALL MOUNT KIT 670601 1 CHS2U INT BATTERY KIT 670966 1 AK-INMAIL-16-APP LICENSING FOR VOICEMAIL 650002 13 DTZ-1 2D-3(BK)TEL(12BUTTON DIGITAL TELEPHONES) 660122 1 DESI ITZ/DTZ-1 2-24D(25) LABELS FOR TELEPHONES 1 DTERM CORDLESS DECT TELEPHONE(adapter, charger, 730095 and battery) CORDLESS PHONE FOR ROAMING WORKER 1 MNT SINGLE YEAR CONTRACT MANUFACTURER 39000301 WARRANTY 27 SWA PSA SV8100/8300 MANUF SOFTWARE ASSURANCE 670711081 COVERAGE(ONEYEAR) INSTALL-MAT 1 INSTALLATION MATERIALS (BLOCKS, BRACKETS, ETC) *SUB-TOTAL EQUIPMENT 1 $ 4,334.69 INSTALL 1 1 PROGRAM, INSTALL,TRAIN, &TEST 1 $ 1,892.58 SUB.,TOTAL,, ELL Customer Signature: Purchase Order#: Black Box Network Service 80O0New Horizons Blvd,Amityville NY11TO1 ^ - Platinum Part er Service Expert �LA� 31 , CHAMPION PARTNER -SALESAEF!f�E _TA Town of Southold RC Daniefle Lyle 'D 750 Pacific Street Mattituck NY 6000 New'Horizons Blvd. NY 11701 LloydReisenberg Amityville, Ph'6116" 631-765-1891 631-370-7822 QUOTATION NE C-,M100 le'-:--hone.�ystem - Human Resources TP 40 9POTE"DATE-11 1113012015 'For your convenienceyour sales representative,quote number and customer number have been included to provide you with faster service when you are ready to place your order. *Sales/use tax/Shipping Not included. Sales I use ta x is a destination charge,i.e. based on the "ship to"address on yourpurchase order. Please indicate your taxability status on yourPO.If exempfr,plqij�e fax exemption certificate to our Accounting Department at(631)841-5299; attention: Linda Groener referencing your customer number. If you have any questions regarding,tax please'cbH(631)841-7409 or email Linda.Groener@blackbox.com** ***Quote valid for 60 days. ****Subject to Credit Approval Black Box Network Service 00OONew Horizons Blvd,Amityville NY11T01 Telephone: (63i) 841-52UO Fax: (031)841-52O8 -ORDER FORM i SECTION'A: CUSTQIVIER INFORMATION Customer Name("Customer"): Town of Southold-HRC Nu-Vision Technologies d/b/a Black Box Network Services ("Black Box") State of Incorporation or Organized in State of. NY 6000 New Horizons Amityville NY 11701 Phone:631-841-5200 Principal Address: Billing Address: 750 Pacific Street 750 Pacific Street City State Zip City State Zip Mattituck NY 11952 Southold NY 11952 Tax ID No. The terms of the Agreement shall govern this Order. Tax Exempt Status ® Yes ❑ No Tax Exempt No. Effective Date of Agreement: ® MOA ❑ MSMSA If"Yes"(exempt)Certificate of Tax Exemption MUST be ❑ Cable Agreement attached to Order. ❑Hosted/Cloud ❑Other Reference Number(if applicable): Date of Order Form is Represented by the Customer Signature Date Set Forth Below. Project No.: Commencement Date:TBD Term of Order: Purchase Plan: ® Cash Purchase ❑ Third Party Lease/Financing by (Lease/finance company documentation MUST be attached to Order,e.g.,Document Receipt Notice,Assignment and Assumption Agreement,etc.) SECTION B; SELECT ALL APPIiICABLE=PRODUCTISERVICE',OPTIO.N,S" Select all that apply: ® New System(s) ❑ Installation Services ❑ ConvergenceCaresM Services ❑ Maintenance and/or Support Services ❑ Cabling Products/Services ❑ Professional Services ❑ Adds/Upgrade to Existing System ❑ Managed Services ❑ Other: ❑Hosted(Cloud)Services(GCI) ❑ Hosted(Cloud)Services(Mitel) SECTION C:''PY20DU.CT'PURCHASE.AND_INSTALLATION "T- System Price(excluding applicable taxes and shipping): $6,227.27 *Check box if shipping is included in a System Price Payment Terms(excluding applicable taxes): Voice/Data(UCC): Cabling/Infrastructure Services: 20%of System Price due at Customer signing $1,245.45 70%of System Price due at Delivery* $4,359.09 20%of Cabling Price due at Customer signing $ 10%of System Price due at Cutover* $622.73 Other: $ Amount of Monthly Progress Payment: $ For All Voice Transactions: Other: $ Anticipated Delivery Date: Anticipated Cutover Date: Hourly Rates(if applicable) Final Configuration Date: s For All Data Transactions: $ /hour standard time $ /hour non-standard time Requested On-Site Date: For drop-ship orders: 20%of System Price due at Customer signing $ 80%of System Price due at Delivery* $ Other: $ *Customer will be invoiced on both the scheduled Delivery date and on either the Cutover date for Voice products/services or the Service completion date for Data products/services,as applicable,with payment due upon receipt of invoice. Late payments may result in suspension of work and in installation and/or Cutover delays. Customer Initials 1313 Rev 1 Order Form Effective 03/20/15 Page]of 2 ,ORDER FORM 0. tcTioN'b-' StIkY,lc-,E,S"('M"'A'IN'-TEN NCE".S'UPPOPT,_MANk6E1b Sk]kVICES,"-Ai'iD/'O"'RIIOSTF,DiCL'6iJD): Service Fee(excluding applicable taxes): Hourly Rates(if applicable): $_/per hour standard time $__jper hour non-standard time Hosted Service Fee(excluding applicable taxes): $ Hourly Rates(if applicable): $ per hour standard time $__jper hour non-standard time Payment Terms: Service Billing Option for Managed Services and Maintenance(excluding applicable taxes): Billing payment schedule(check one): 0 Annually $_ E]Semi-Annually* $_ El Quarterly* $_ 0 Monthly* El Pre Paid Billing(Standard)_years $_(per year) ❑Milestone Payments set forth in the attached Statement of Work *Selection of a monthly billing option will incorporate an additional processing fee. Select all that apply: Schedule A or Customer Inventory Schedule Ej Tax Exemption Certificate ❑ Statement of Work(Product and/or Services) 0 Lease/Financing company documentation ❑ Service Plan F] Other ❑ Software License ❑ Other Customer: Town of Southold-HRC Nu-Vision Technologes d/b/a Black Box Network Services BY: &AAf 0 BY: Authorized (Authorized Signature) NAME: j2cl_-ae NAME: Danielle Lyle TITLE: r 'rV a J"L TITLE: Sr.Account Manager DATE: DATE: 12/17/15 1313 Rev 1 Order Form Effective 03/20/15 Page 2 of 2 ,Master Order Agreement 1. AGREEMENT. This Master Order Agreement is between Town of 5. CLAIMS AND RETURNS. (A) Claims Black Box will not accept Southold-HRC ("you" or "Customer") and Nu-Vision Technologies d/b/a responsibility for any Customer claims of shortages,discrepancies or damage Black Box Network Services("Black Box"),and sets forth the legal rights and to Equipment Black Box does not Deliver and/or install In addition, Black obligations governing your orders for the purchase,installation and warranty of Box will accept responsibility for Customer claims of shortages,discrepancies telecommunications, Internetworking, and/or converged equipment or damage to Equipment only if Customer notifies Black Box in writing within ("Equipment") and/or licensed software(collectively,the"System"), or other five (5) business days of Delivery (B) Returns Subject to any applicable related services at a single location or multiple locations as described in the manufacturer restocking fees, unless Equipment is defective, Black Box will applicable Order Fort. This Agreement consists of these terms and only accept return of Equipment which. (i)is returned within thirty(30)days conditions, product specific additional terms, signed order form(s) (or in the of Delivery,(ii)reflects a Return Merchandise Authorization("RMA")number event of a Modification, as defined herein, to a System, (either a Customer issued by Black Box,(iii) is in its original packaging,and(iv)is in the same Service Order or a Job Change Order,as defined herein)or to a Service order, condition as Delivered Black Box may charge a restocking fee for Equipment signed by the Customer, individually the "Order" and collectively the returns unless the Equipment is defective, or Delivered in error. Black Box "Orders"), a Scope of Work("SOW") if applicable,applicable Order Form, a may reject any return or exchange request that does not materially comply with Service Plan if applicable, applicable software license ("Software"), the Black Box's return procedures Maintenance,Support,Professional&Managed Services Addendum,the Data 6. RISK OF LOSS,TITLE AND SECURITY INTEREST. (A)Risk of Product Addendum, the Voice Product Addendum and the Network Loss. Customer assumes the risk of loss of the System from the date of Infrastructure Services Addendum(collectively,the"Agreement")and all such Delivery. (B) Transfer of Title. Title shall pass to Customer upon full documents shall be incorporated into this Agreement by reference and become payment of the System Price, including taxes, shipping, handling and other part of this Agreement during the Term(as defined below). Black Box may applicable charges. (C) Security Interest. Customer grants Black Box a perform the Services with personnel of Black Box or any of its parent purchase money security interest in the System purchased hereunder and agrees companies, subsidiary companies or companies under direct and indirect to execute all documents necessary to perfect that interest Customer will not common control therewith(each,a"Black Box Entity"and collectively,"Black grant or convey to any other person or entity a security interest in,or permit Box Entities")or with subcontractors to Black Box and/or Black Box Entities placement of a lien on,the System unless and until Customer has paid Black ("Subcontractors") Black Box shall be solely responsible for the performance Box in full for such System of the Services and all of the other liabilities and obligations of Black Box 7, CUSTOMER RESPONSIBILITIES Customer will allow Black Box under this Agreement, whether or not performed in whole or part by Black reasonable access to Premises as necessary and as authorized by Customer for Box,any Black Box Entity or any Subcontractor. installation, inspection, testing and repair of the System and performance of 2. TERM.The term of this Agreement shall commence on the date Black Box any required activity and make available a reasonable amount of secure space executes this Agreement (the"Effective Date"), and will continue TBD (_—) for storage by Black Box of repair parts and provide any assistance as months thereafter(the"Term"), and this Agreement shall apply to any Order necessary to allow Black Box to perform services placed during the Term, even if performance extends beyond the Term If 8, SOFTWARE LICENSE. (A)Direct License. Customer acknowledges neither Customer nor Black Box provides the other written notice of that Customer's Software license is granted directly by the Software publisher cancellation at least thirty(30)days prior to the end of the Term or the end of or equipment manufacturer from which the Software is provided, and not by the term of any Order placed hereunder, the Term or the term of such Order Black Box Customer agrees to be bound by the Software publisher's or will automatically renew for additional periods of one(1)year at Black Box's equipment manufacturer's Software and/or end user license agreement attached then current rate(s). to the Order. (B) Grant of License. Absent such direct license, Black Box 3. PRICE AND PAYMENT TERMS (A) Systems The System price, grants Customer a non-exclusive license to use the Software in the System for excluding applicable taxes, fees and shipping (the "System Price"), and the its useful life,provided Customer: (i)does not disclose information about the payment terms are set forth on the Order Black Box may increase the System Software to a third party without Black Box's prior consent, (ii) uses the Price for Customer requested additions to or moves of components of the System solely for Customer's internal business purposes; (iii) does not copy System and additions or changes to the configuration of the System, a any part of the Software without Black Box's consent(except for a single copy component of the System,including any upgrades and new peripheral devices for backup purposes only), (iv) does not attempt to develop any source code ("Modifications") (B) Service Fee. The price for Services, excluding from the Software, (v) does not attempt to reverse engineer, decompile, applicable taxes,is set forth on the Order(the"Service Fee") The Service Fee, disassemble, alter, add to, delete from, or otherwise modify the Software, plus all applicable taxes,shipping,Handling and other charges,is due annually except to the extent that such modification capability is an intended feature of in advance, unless otherwise agreed in writing by the parties (C)Sales and the Software; and (vi)returns, erases or destroys any Software on any media Use Taxes Customer is responsible for all applicable taxes,shipping,handling being recycled or discarded and so certifies to Black Box Customer may and other charges applicable to the Equipment, Software and/or Services transfer the right to use the Software only to an end user who acquires the right provided under this Agreement. Customer agrees either to pay to Black Box to use the System and agrees to be bound by the terms of this license (C)No the amount of all applicable taxes or to provide evidence of exemption no later Guarantee. Black Box makes no guarantee that Software satisfies the than the date of any Order. If Black Box relies on Customer's tax exemption, demands of Custmer, that Software products as selected by Customer are and sales or use taxes are not invoiced or collected, and it is later determined compatible with other products,that Software will operate without interruption that sales or use taxes apply, Customer agrees to pay such taxes, with any and without faults or that all Software errors can be rectified interest or penalties (D)Due Date. All charges,unless otherwise specified, other than the System Price are due on receipt of invoice Past due amounts 9• HAZARDOUS SUBSTANCES Customer represents and warrants that received more than thirty(30)days after due date bear interest at the lesser of a the Premises shall: (i)be in compliance with all applicable federal, state and rate of 15%per month,or the maximum permitted by law "Delivery"occurs local laws,rules and regulations,including hazardous waste and environmental when Black Box tenders Equipment for delivery to the Customer's designated laws and/or regulations, (ti) be safe, and (iii) not contain,present, or expose location ("Premises") or provides Services (E) Third Party Payment. Black Box employees or agents to asbestos or other hazardous materials or Customer shall not be relieved of its payment obligations due to the failure of substances If Customer breaches this Section, Black Box may immediately any third party to make timely payments. suspend performance until Customer has corrected such condition(s) and/or 4. ORDERING PROCEDURES. Customer shall sign an Order for terminate this Agreement with respect to such Premises without liability. 10. WARRANTY (A) Unless otherwise set forth in this Agreement, all Equipment, Systems and/or Services ordered during the Term. Multiple manufacturer's end user warranties for Equipment and Software provided Services may be ordered under one Order Black Box shall acknowledge hereunder are passed through to Customer. Black Box will provide reasonable acceptance of Customer's Order by executing said Order Black Box may assistance to Customer in presenting any such Equipment and/or Software acknowledge a Customer-issued purchase order as an Order, however, the claims to the manufacturer The Customer's sole and exclusive remedy for any parties acknowledge that a Customer's purchase order or other similar breach of a manufacturer's warranty shall be limited to the remedies set forth in document is for the Customer's convenience only and if acknowledged by the manufacturer's end use warranties for Equipment and/or Software (B) Black Box,these terms and conditions shall apply to the Order and any terms Customer agrees that installation,repair,or modification of a System by non- and conditions on the Customer purchase order shall have no effect on this manufacturer certified technicians may void the manufacturer's warranty and Agreement,the Order or the Services provided under this Agreement. may result in a denial of Software support services (C) UNLESS Black Boa Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 1 of 8 ,Master Order Agreement OTHERWISE STATED IN THIS AGREEMENT THE WARRANTIES SET 13. INDEMNIFICATION (A) General. Each party shall defend, FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES indemnify and hold harmless the other party, and its respective directors, FROM BLACK BOX BLACK BOX DISCLAIMS ALL WARRANTIES, officers, trustees,members, employees and agents from and against any third EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,IMPLIED party claim,suit,action or proceeding alleging bodily injury(including death) WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A or damage to tangible property to the extent such injury or damage is caused by PARTICULAR PURPOSE,ANY WARRANTY OF NONINFRINGEMENT, the gross negligence or willful misconduct of the indemnifying party, its ANY WARRANTIES ARISING FROM A COURSE OF DEALING,USAGE employees,subcontractors or suppliers in connection with the performance of OF TRADE, TRADE PRACTICE OR ANY WARRANTY OF SECURITY Services or the unauthorized disclosure or use of any Confidential Information, OR THAT THE SERVICES OR NETWORK TRANSPORT WILL BE as defined below, provided that such claim is promptly reported to the UNINTERRUPTED OR ERROR FREE. BLACK BOX SHALL NOT BE indemnifying party in writing (B)Patent Indemnification Black Box shall LIABLE FOR UNAUTHORIZED ACCESS TO BLACK BOX'S OR indemnify Customer from and against any liabilities and damages arising out of CUSTOMER'S TRANSMISSION FACILITIES OR PREMISES or relating to any claim by a third party that the System or Services infringe EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR upon any United States patent or copyright As conditions precedent to Black ALTERATION, THEFT, LOSS OR DESTRUCTION OF CUSTOMER'S Box's indemnification obligation, Customer shall fully comply with this DATA FILES, PROGRAMS, PROCEDURES OR INFORMATION Agreement with respect to retention of,assignment of,and/or sublicense of,the THROUGH ACCIDENT,FRAUDULENT MEANS OR DEVICES(SUCH AS right to use the Software,notify Black Box promptly of the suit in writing;give TOLL FRAUD), COMPUTER VIRUSES OR ANY OTHER METHOD. Black Box the sole right to defend and settle any suit, and, at Black Box's BLACK BOX MAKES NO WARRANTY FOR USE OF THE SYSTEM AS A request,cooperate and assist in the defense as requested by Black Box This COMPONENT IN LIFE SUPPORT DEVICES OR SYSTEMS OR WITH indemnity shall not extend to any suit or proceeding which is based upon: (i)a RESPECT TO THE PERFORMANCE OF ANY SOFTWARE OR claim covering any combination of equipment and/or software in which the FIRMWARE. (D) Customer's SOLE AND EXCLUSIVE REMEDY for System is solely an element and such element by itself does not form a basis breach of any warranty on a System installed by Black Box is limited to the for the claim, (ii) a claim arising from any item furnished by Customer, remedies set forth in this Section If, however, it is determined that such including, but not limited to, systems or any portions thereof installed by a remedy fails of its essential purpose, then Black Box's entire liability for third party other than Black Box;(iii)a claim arising from use of components breach is limited to Black Box's payment of Customer's actual direct damages manufactured,developed or programmed at Customer's request to Customer's in an amount not to exceed the portion of the System Price allocable to the production specifications,(iv)a claim arising from use of the components in a Equipment related to the claim. manner or for a purpose not contemplated by this Agreement, (v) a claim 11. WARRANTY AND SERVICE EXCLUSIONS (A) Warranty and arising from those portions of the System(a)which are modified after shipment services exclude (i)electrical work external to the System,(it)service which by any party other than Black Box, if the alleged infringement relates to such is impractical for Black Box to render because of Equipment alterations or its modification, or(b) directly or indirectly combined with any non-Black Box connection to other devices,or because of alterations to operating systems,(iii) equipment, products, processes or materials where the alleged infringement systems engineering services,programming,and operations procedures of any relates to such combination; (vi) a claim where the alleged infringing activity sort; or (iv) Force Majeure events or any other environmental causes not continues after Black Box has notified Customer thereof or after Black Box has attributable to Black Box,(v)deterioration of materials which,by their nature, informed Customer of modifications that would have avoided the alleged have a limited shelf life (including, without limitation, batteries); (vi) infringement,or(vii)a claim where the alleged infringement is based on use of Customer's failure to follow operation, maintenance, or environmental a version of the System other than the then current version of the System, if requirements described in the manufacturer's manuals or product bulletins,or such alleged infringement could have been avoided by use of the then current in Black Box manuals and other documentation provided to Customer; (vii) version of the System Should the System or its components become subject to Customer's addition(s), alteration(s), modification(s), enhancement(s) or a claim of infringement of a United States patent or copyright,Black Box may, repair(s)to, or disassembly of, the System; (viii) Customer's or third party's at its option and expense. (x)procure for Customer the right to continue the mishandling, abuse, misuse or damage to the System, (ix) relocation of the uninterrupted use of the affected Equipment and/or Software, (y) replace or System without Black Box's written consent (other than telephone sets modify the same so that it becomes non-infringing,or(z)refund to Customer relocated in accordance with the manufacturer's specifications),(x)failures or the depreciated value of the affected components on a straight line five(5)year changes required by the local exchange company, interexchange carrier, the basis from the date of acceptance, in which case Customer shall return the power company or other transmission providers,(xi)service calls which result affected components to Black Box. Black Box's total cumulative liability in "no trouble found" or trouble not related to the warranted or maintained under this Section shall be limited to the System Price of the affected Equipment; or (xii) any other cause not attributable to Black Box Upon component or System or the Service Fee giving rise to the claim together with Customer's request for services after an exclusionary event set forth in (i)— all litigation costs,including Court awarded damages and settlement payments (xii) above, Black Box may, at its option, perform repair services at Black This Section sets forth the Customer's SOLE AND EXCLUSIVE REMEDY Box's then current time and materials rates to bring the System back into for any patent or copyright infringement claims. compliance with manufacturer's or Black Box's specifications. (B) When 14. TERMINATION. (A) The non-breaching party may terminate this Black Box determines that the System or any component thereof can no longer Agreement and/or any outstanding Order and/or pursue its remedies in law or be effectively maintained for any reason,including but not limited to, usage, equity, including injunctive relief, except as otherwise limited by this environmental conditions, or lack of readily available replacement parts or Agreement, in the event that (i) immediately if Customer breaches Section Software,Black Box shall provide Customer at least thirty (30) days written 8(B), (ii) a party fails to make any payment when due and fails to cure the notice and reserves the right to cancel, in whole or in part, its warranty or nonpayment within seven (7) days of written notice; (iii) a party commits a service obligations for a System or any component thereof. In the event of material breach of this Agreement (other than a breach for Section 8(B) or such cancellation,Black Box shall provide Customer a prorated refund nonpayment) and fails to cure that breach within thirty (30) days following 12. LIMITATION OF LIABILITY IN NO EVENT SHALL BLACK BOX receipt of written notice describing the breach,(iv)Customer either refuses to BE LIABLE FOR. (i) ANY INDIRECT, SPECIAL, INCIDENTAL, OR permit Black Box to perform its obligations under this Agreement, EXEMPLARY DAMAGES; (ii) CONSEQUENTIAL DAMAGES, acknowledges its intent to terminate or cancel this Agreement or any Order or INCLUDING, BUT NOT LIMITED TO, COMMERCIAL LOSS OF ANY terminates or cancels this Agreement or any Order for any reason other than a KIND WHICH INCLUDES LOSS OF BUSINESS,PROFITS,REVENUE OR default by Black Box under this Section;or(v)a party ceases doing business or SAVINGS, AND LOSS OF DATA OR MESSAGES, OR (ill) ANY commences dissolution or liquidation proceedings. In addition to any other DAMAGES OF ANY KIND RESULTING FROM UNAUTHORIZED USE rights or remedies set forth herein, in the event Black Box terminates this OF THE SYSTEM,INCLUDING,WITHOUT LIMITATION,TOLL FRAUD Agreement or any Order placed hereunder pursuant to this Section,Customer OR COMPUTER VIRUSES.THIS PROVISION APPLIES TO ALL CLAIMS shall promptly pay Black Box for the System and any services provided, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF including all costs incurred, up to the date of termination In the event CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT OR ANY Customer defaults under this Agreement or any Order, Customer's down OTHER LEGAL THEORY, AND WHETHER BLACK BOX HAS BEEN payment shall be nonrefundable (B) The aggrieved party may suspend ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS performance of its obligations under this Agreement or any Order placed hereunder during the cure period for any breach described above (C) Black Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 2 of 8 Master Order Agreement RNW� i 1 .* Box reserves the right to suspend performance under this Agreement or an written, relating to the subject matter of this Agreement and constitutes the Order if,in Black Box's sole discretion,required by regulation,statute,judicial entire agreement between Black Box and Customer with respect to the subject action or other applicable legal requirement (D) Termination of this matter herein No subsequent agreement among the parties concerning the services Agreement shall not relieve either party of its respective obligations to comply shall be effective or binding unless made in writing and executed by authorized with all terms of this Agreement that expressly call for performance prior to or representatives of both parties. Neither electronic mail nor instant messaging shall subsequent to the termination date, including without limitation, the parties' be considered a"writing"sufficient to change,modify,extend or otherwise affect respective obligations to protect Confidential Information, as defined herein the terms of the Agreement. (E)In the event Customer cancels an Equipment Order prior to any installation activity,Customer shall pay Black Box any and all costs incurred in addition to IN WITNESS WHEREOF,the parties hereto have caused this Agreement to an early termination fee in the amount equal to thirty percent (30%) of the be executed by their duly authorized representatives as set forth below. System Price set forth in the canceled Equipment Order. (F) It is agreed that Black Box's or Customer's damages in the event of breach are difficult or Town of Southolc -HRC [CUSTOMER] impossible to ascertain The provisions are intended, therefore, to establish liquidated damages in the event of cancellation and are not intended as a penalty. By: IdeaQ 15. CONFIDENTIALITY During the Term of this Agreement,Black Box Name: so V�11 and Customer may be exposed to the other's proprietary information (the Title: x4ocnni/ "Confidential Information"). Each party agrees to hold in strictest confidence Date: e and not to disclose to any person or use in any way for that party's own or another's benefit any of the other party's Confidential Information. The parties Nu-Vision Technologies agree that any violation of these provisions regarding confidentiality will result d/b/a BLACK BOX NETWORK SERVICES in irreparable injury to the other party and agree that each shall have the right to seek a restraining order,injunction or any other remedies available at law or By: in equity. The parties agree to waive any bond requirement for enforcement of Name: this provision. Title: Date: 16. FORCE MAJEURE Except for Customer's payment obligations Contract Number: hereunder, a party's non-performance or delay shall be excused to the extent Attachments: the failure or delay in performance is the result of events beyond such party's Maintenance,Support,Professional&Managed Services Addendum reasonable control including, without limitation, governmental actions, civil Data Product Addendum unrest, terrorism, power surges or failure, fire, water, acts of God including Voice Product Addendum without limitation,rain,floods,earthquakes or lightning. Network Infrastructure Services Addendum 17. NOTICES Notices shall be in writing and will be deemed given when delivered in person,or when sent via facsimile with confirmation or overnight courier with confirmed delivery. The respective addresses of the parties for notice are: (i)to Customer: at the address indicated on the Order;or, (ii)to Black Box Network Services (with a copy to the General Counsel) Attn: Corporate Billing,POB 536503 Pittsburgh PA 15253.Customer shall notify Black Box of any changes to its address 18. GENERAL PROVISIONS (A) Assignment. Customer shall not assign this Agreement without Black Box's prior written consent,which shall not be unreasonably withheld (B)Binding Effect This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns (C) Waiver A party's waiver of any default will not operate as a waiver of any contemporaneous or subsequent default. (D)Severability. If any Court finds any provision of this Agreement to be void, unlawful or unenforceable under any applicable statute or other controlling law,such provision shall be deemed severed and the remainder of this Agreement shall continue in full force and effect (E) Governing Law This Agreement shall be governed by the laws of the State of New York without regard to its choice of laws principles. (F) Publicity Neither party shall issue a news release or other form of publicity concerning the existence of the Agreement or the services without obtaining the prior written approval of the other party and Customer agrees to work in good faith with Black Box regarding any potential news release, public announcement,advertisement,or other form of publicity concerning the existence of the Agreement or the Services. (G) Non-Solicitation and Non-Hire. Neither party, including its subsidiaries and affiliates, shall directly or indirectly solicit, hire or contract with any of the other party's employee(s) performing work under this Agreement during the Term of this Agreement or any Order and for one(1) year after termination or expiration. (H)Agreement Precedence In the event of any conflict between these terms and conditions and other documents attached hereto, the order of precedence shall be- (i) these terms and conditions; (ii) applicable product/service addenda, (iii) the SOW; (iv) applicable Service Plan(s),(v)any Order,and(vi)any other attachments and/or exhibits. (I) Independent Contractor. Black Box and Customer are independent contractors with respect to all rights and obligations under this Agreement (J) Execution. This Agreement may be executed contemporaneously in one or more counterparts,each of which shall be deemed an original,but which together shall constitute one instrument and the parties may rely on a facsimile signature or pdf. copy to bind the other party (K) Entire Agreement and Modification.This Agreement supersedes all prior or contemporaneous proposals, communications and negotiations, both oral and Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 3 of 8 ,Master Order Agreement MAINTENANCE, SUPPORT, PROFESSIONAL& MANAGED to use such software as it is only provided as a feature of the Services At SERVICES ADDENDUM either the Agreement or an applicable Order's expiration or termination, all such software shall be deleted and/or removed from Customer's server 8. TERMINATION. In the event Customer defaults under this Addendum 1. PRODUCT DESCRIPTION In addition to the terms and conditions as or any Order placed hereunder,Customer's prepayment shall be nonrefundable set forth in the Master Order Agreement, these additional terms for In the event Customer defaults under this Addendum or any Order placed Maintenance, Support, Professional & Managed Services, as defined and hereunder, and Customer has not prepaid for the entire term of the Order, in identified herein, set forth the supplementary legal rights and obligations addition to paying Black Box for all costs incurred in providing the Services up governing Customer orders for the purchase of Black Box maintenance, to the date of termination,including any third party early termination charges, support services and/or managed services. Black Box agrees to furnish such Customer is liable for an amount equal to three(3)times the monthly Service requested maintenance, support, professional and/or managed services, Fee including ConvergenceCaresm Services, (hereinafter referred to as 9. LIMITED WARRANTIES (A) BLACK BOX WARRANTS THAT "Maintenance"or"Managed Services"or collectively"Service'or"Services") WORK PERFORMED UNDER THIS AGREEMENT SHALL BE for the System. The System and its location(s)(the"Premises")are described PERFORMED IN A GOOD AND WORKMANLIKE MANNER AND BE in the Order and/or applicable SOW Capitalized terms not otherwise defined FREE FROM MATERIAL DEFECTS FOR A PERIOD OF THIRTY (30) herein shall have the meaning given them in the Master Order Agreement DAYS FROM DATE OF PERFORMANCE. CUSTOMER'S SOLE AND 2. SERVICES TERM. Black Box will provide Services for the term EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTY SHALL defined on an executed Order and/or SOW and in accordance with the terms of BE CORRECTION OF THE DEFECT BY BLACK BOX AT BLACK BOX'S the applicable Service Plan. EXPENSE (B)For Managed Services Only Black Box makes no warranty 3. UPGRADES If Customer requests an upgrade to an existing system not that the Managed Services will be uninterrupted or error-free. Customer maintained by Black Box under a current agreement, Black Box may require acknowledges, and agrees to inform its end users,that the Managed Services that the existing system be brought into compliance with the manufacturer's are not a guaranty against malicious code, deleterious routines, and other specifications before installing any requested upgrade Black Box will invoice techniques and tools employed by computer"hackers"and other third parties to Customer at its then current time and materials rate for any work performed by create security exposures BLACK BOX MAKES NO WARRANTY, Black Box to bring the existing system into compliance If Customer orders an EXPRESS OR IMPLIED, THAT ALL SECURITY THREATS AND upgrade to an existing system,then"System"shall mean"the existing system VULNERABILITIES WILL BE DETECTED OR THAT THE as upgraded by Black Box"for purposes of this Agreement. SERVICES WILL RENDER A CUSTOMER'S OR END USER'S 4. SERVICE FEE ADJUSTMENTS Black Box may increase the Service NETWORK AND COMPUTER SYSTEMS SAFE FROM INTRUSIONS Fee for Customer requested additions to or moves of components of the System AND OTHER SECURITY BREACHES. (C) For Anti-Virus File Update and additions or changes to the configuration of the System,a component of the Services Only (i) All Software installed and supported by Black Box are System, including any upgrades and new peripheral devices or any other provided by third party Software publishers or equipment manufacturers changes to the Services ("Modifications") Black Box will maintain pursuant to license agreements or other arrangements between such third modifications performed by a party other than Black Box only if Customer's parties and the end user Black Box disclaims any responsibility for or liability modified system is verified by Black Box at Customer's expense to be related to the Software. Any questions complaints or claims related to the operating in accordance with manufacturer's standards for service and Software and Service should be directed to the appropriate company maintenance Customer agrees to pay Black Box's then current time and responsible for developing the Software. (ii) Black Box makes no materials rates for such verification efforts in the event Black Box agrees to representations or warranties as to the truth,accuracy or completeness of any maintain such modifications statements, information or materials concerning the Software publishers or 5. CUSTOMER RESPONSIBILITIES. Customer will (i) allow Black equipment manufacturers' Software that is installed and supported by Black Box (iii) ALL SUCH INFORMATION, SERVICE/SOFTWARE, AND Box access to the Premises necessary for the performance of work;(ii)comply with all local codes, including, the National Electrical Code, (iii) authorize PRODUCTS,ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY KIND. BLACK BOX AND/OR ITS RESPECTIVE SUPPLIERS HEREBY Black Box,at Customer's expense,to make ice requests upon third parties service for System interconnection requirements; ser cooperate with Black Box's DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SERVICE/SOFTWARE, AND PRODUCTS, requests for assistance in testing; (v) be responsible for providing adequate INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF back-up of data and for restoring data to a repaired System;(vi) immediately notify Black Box of any anticipated delay in facility availability; (vii) be MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, responsible for implementation and maintenance of security features for WORKMANLIKE EFFORT,TITLE AND NON-INFRINGEMENT. defense of the System against unauthorized intrusion or long distance calling, 10. LIMITATION OF LIABILITY. (A) Customer understands that, e.g, toll fraud, and Customer will be solely responsible for payment of long should it make any changes to its firewall or VPN equipment or Managed distance,toll and other telecommunications charges incurred through use of the Services outside the scope of the selected Managed Services Service Plan(s), System; (viii) provide remote access to its equipment for remote diagnostics such changes may result in a lower level of security and may allow unsecured and in the event that the Customer fails to provide such remote access or access to its network. In the event of any such change(s), Customer demands an immediate dispatch,Black Box may bill Customer a service call acknowledges and agrees that it shall assume all risks and liabilities associated fee for any such service calls; (ix) document and report Equipment with or resulting from any such change(s) CUSTOMER ACKNOWLEDGES malfunctions after discovery,and(x)pay,at Black Box's then current time and THAT DATA TRANSMISSION SECURITY SERVICES SUCH AS THOSE material rates,for any expenses related to delays resulting from conditions at PROVIDED UNDER THIS AGREEMENT ARE NOT FOOLPROOF AND, the Premises. THEREFORE, ARE NOT GUARANTEED IN ADDITION TO THE 6. MAINTENANCE OBLIGATIONS Black Box's Maintenance DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS obligations are set forth in this Section, the SOW and/or the Service Plan (if AGREEMENT,NEITHER BLACK BOX NOR ITS SUPPLIERS WILL BE applicable), attached to each Order Black Box shall respond to System LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, failures, either on-site or remotely, pursuant to the applicable SOW and/or ANY LOSS OR DAMAGE TO DATA)RELATING TO OR ARISING FROM Service Plan Maintenance,unless otherwise stated in the SOW or applicable THE USE OF THE MANAGED SERVICES PROVIDED HEREUNDER (B) Service Plan,shall include furnishing parts and labor necessary to maintain the For Anti-Virus File Update Services Only. CUSTOMER AGREES THAT System in good operating condition in accordance with the manufacturer's BLACK BOX SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED specifications for service and maintenance. Repair and replacement parts may ACCESS TO OR ALTERATION OF CUSTOMER TRANSMISSIONS OR be new or reconditioned to be the functional equivalent of new DATA,ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT 7. SOFTWARE DEPLOYMENT. Customer acknowledges that Black OR RECEIVED,OR ANY TRANSACTIONS ENTERED INTO THROUGH THE USE OF BLACK BOX PROVIDED SERVICE/SOFTWARE Box may utilize third party software to perform the Services,a g.,managed or CUSTOMER AGREES THAT BLACK BOX IS NOT RESPONSIBLE OR professional services,as set forth in the SOW and that in some instances such LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, software may be placed on Customer's servers during the Term Furthermore, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER Customer acknowledges that Black Box is not providing a license to Customer PARTY OR ANY INFRINGEMENT OF A THIRD PARTY'S RIGHTS, Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 4 of 8 Master Order Agreement 4 t . ['-All INCLUDING INTELLECTUAL PROPERTY RIGHTS. CUSTOMER AGREES THAT BLACK BOX IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN A BLACK BOX PROVIDED SERVICE/SOFTWARE. Black Box Confidential MOA with Addenda Rev.3 Effective 11-5-15 Page 5 of 8 IViaster Order Agreement DATA PRODUCT ADDENDUM 1. PRODUCT DESCRIPTION.In addition to the terms and conditions as set forth in the Master Order Agreement, these additional terms for data products set forth the supplementary legal rights and obligations governing Customer orders for the purchase,installation and warranty of data Equipment and/or Software. Capitalized terms not otherwise defined herein shall have the meaning given them in the Master Order Agreement For the purpose of these additional terms for data products as set forth herein,the term"System"shall refer to data System(s)only 2. ACCEPTANCE.Acceptance is deemed to occur on the date of Delivery. 3. LIMITED WARRANTIES (A) IN ADDITION TO THE MANUFACTURER'S WARRANTY, BLACK BOX WARRANTS THAT INSTALLATION OF SYSTEMS WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER AND THAT THE SYSTEM WILL BE FREE FROM MATERIAL DEFECTS IN WORKMANSHIP FOR THIRTY (30) DAYS FROM PERFORMANCE (THE "WARRANTY PERIOD"). Customer's SOLE AND EXCLUSIVE REMEDY for breach of any warranty on a System installed by Black Box is limited to Black Box's repair or replacement of the defective System or component at Black Box's sole discretion and expense,or a prorated refund of the System Price,in the event the System or component cannot be repaired or replaced If, however, it is determined that such remedy fails of its essential purpose, then Black Box's entire liability for breach is limited to Black Box's payment of Customer's actual direct damages in an amount not to exceed the portion of the System Price allocable to the Equipment related to the claim (B)For NEC Products Only. Neither NEC nor Black Box shall be responsible for the failure of any NEC Equipment to conform to published specifications, which failure is attributable to environmental or structural causes beyond NEC's or Black Box's control. (C) For Cisco Products Only. The warranties for Cisco Equipment may be found at the following URL: (www cisco.com/Co/warranW. The limited warranties referenced in this Section 3(C) do not apply if the Equipment: (a) has been altered, except by Cisco; (b) has not been installed, operated, repaired, used or maintained by Black Box in accordance with instructions made available by Cisco; (c) has been subjected to abnormal or unusual physical or electrical stress or environmental conditions,misused,or negligently handled or operated,or(d)is acquired by Customer for beta, evaluation, testing, demonstration purposes (D) For ShoreTel Products Only. (i) Limited Warranty BLACK BOX WARRANTS THAT THE SYSTEM IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH MANUFACTURER'S SPECIFICATIONS FOR ONE (1) YEAR FROM EQUIPMENT SHIPMENT (ii) Exclusions The express warranty set forth in Section 3(D)(i) above specifically excludes and does not apply to defects to System- (a)caused through no fault of Black Box or manufacturer during shipment; (b) caused through defects or damages caused by acts of God and misuse;(c)caused by the use or operation of System in an application or environment other than that intended or recommended by ShoreTel;(d)caused by modifications or alterations made to the System by any third party,(e)which are the result of the System being subjected to unusual physical or electrical stress,or(f)which are caused by the use of the System in connection with other products not provided by ShoreTel and installed by Black Box,and which would not arise from the use of the System alone. (iii) Remedies. The sole remedy of Customer,and the sole liability and obligation of Black Box,arising out of the foregoing warranty,is for Customer to return the defective System to Black Box for repair or replacement at Black Box's option Black Box shall use commercially reasonable efforts to correct any material non-conformity with the published specifications for the Software,and to provide a corrected version of the Software to Customer. The foregoing states the sole liability and obligation of Black Box, and the sole remedy of Customer arising out of the foregoing warranty. (E) For Mitel Products Only.Limited Warranty. BLACK BOX WARRANTS THAT THE SYSTEM IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH MANUFACTURER'S SPECIFICATIONS UNDER NORMAL USE FOR ONE (1) YEAR FROM EQUIPMENT SHIPMENT Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 6 of 8 ,Master Order Agreement IN0tZ Wk: VOICE PRODUCT ADDENDUM cases of natural wear and tear or damage arising after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, or from special conditions deviating from normal conditions of usage, or from non- 1. PRODUCT DESCRIPTION In addition to the terms and conditions as reproducible Software errors. The same applies when Software is not used in set forth in the Master Order Agreement, these additional terms for voice accordance with the applicable installation requirements or not in accordance products set forth the supplementary legal rights and obligations governing with the appropriate conditions of usage.Claims based on Defects attributable Customer orders for the purchase,installation and warranty of voice Equipment to improper modifications or repair work carried out by third parties and the and/or Software Capitalized terms not otherwise defined herein shall have the consequences thereof shall be likewise excluded (d) THE WARRANTY meaning given them in the Master Order Agreement. For the purpose of these DESCRIBED IN THIS SECTION 4.(A)(ii) IS BLACK BOX'S SOLE additional terms for voice products as set forth herein,the term"System"shall WARRANTY TO CUSTOMER, AND REPLACES ALL OTHER refer to voice System(s)only. WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF 2. SYSTEM FEE ADJUSTMENTS Black Box shall perform MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND Modifications only pursuant to an executed Job Change Order("JCO")before NON-INFRINGEMENT. (iii) IN ADDITION, BLACK BOX WARRANTS System Cutover, or a Customer Service Order ("CSO") after Cutover All THAT BLACK BOX PROVIDED UPGRADES, MODIFICATIONS OR JCOs and CSOs must be executed by both Black Box's and Customer's ADDITIONS TO EXISTING SYSTEMS OR SYSTEMS NOT INSTALLED designated Project Managers, provided, that Black Box may unilaterally BY BLACK BOX WILL BE FREE FROM DEFECTS IN MATERIALS FOR implement a no-cost JCO for any Modification that does not affect the NINETY(90)DAYS FROM DELIVERY. THIS WARRANTY DOES NOT installation date.All fully executed and approved JCOs and/or CSOs shall be EXTEND TO DEFECTS OR ERRORS IN INSTALLATION WHEN A deemed incorporated into this Agreement For the purposes of this Agreement, SYSTEM IS INSTALLED BY CUSTOMER OR A THIRD PARTY BLACK "Cutover" occurs when a System is connected to the network, activated and BOX WILL ACCEPT RETURN OF MALFUNCTIONING COMPONENTS functioning to provide basic service,excepting minor variances in performance OF THE SYSTEM FOR REPAIR OR REPLACEMENT DURING THE of the System that do not materially impair basic voice service. WARRANTY PERIOD. AT CUSTOMER'S REQUEST, BLACK BOX 3. ACCEPTANCE After Black Box installs a System, Black Box shall WILL REPAIR THE SYSTEM AT THE PREMISES, AT CUSTOMER'S test the System in accordance with the manufacturer's diagnostic and readiness EXPENSE,AT BLACK BOX'S THEN CURRENT TIME AND MATERIAL test specifications The System will be deemed accepted by Customer after it RATES (B) Remedies (i) Customer's SOLE AND EXCLUSIVE has been Cutover and has operated in accordance with the manufacturer's REMEDY for breach of any warranty on a System installed by Black Box is specifications for five (5) business days ("Acceptance") unless, within that limited to the remedies set forth in this Section and is subject to the other time, Customer has provided Black Box written notice of deficiencies in limitations set forth above. If,however,it is determined that such remedy fails operation or Customer has executed a Certificate of Delivery and Acceptance of its essential purpose,then Black Box's entire liability for breach is limited to ("CDA")as set forth herein.If Customer has provided such notice,Black Box Black Box's payment of Customer's actual direct damages in an amount not to shall correct any actual deficiencies and System will operate in accordance with exceed the portion of the System Price allocable to the Equipment related to the the Acceptance criteria as set forth above, then System shall be deemed claim. (ii) For NEC Products Only. Neither NEC nor Black Box shall be Accepted and Customer shall certify its Acceptance of the System promptly in responsible for the failure of any NEC Equipment to conform to published writing, not to be unreasonably withheld or delayed If requested by Black specifications, which failure is attributable to environmental or structural Box,Customer will,upon Acceptance,promptly execute a CDA. If a System causes beyond NEC's or Black Box's control. (iii)Systems Installed by Black is installed in phases,Black Box may request a CDA be executed by Customer Box. During the Warranty Period, as defined above or in the SOW or the following completion of each such phase and Customer agrees to execute as applicable Service Plan,Black Box will,at its option and expense. (x)repair a requested System at the Premises,or(y)accept return of System components for repair or 4. LIMITED WARRANTIES (A) (i) For Avaya , NEC and Mitel replacement. Repair and replacement parts may be new or reconditioned to be Products Onlv. BLACK BOX WARRANTS THAT THE SYSTEM IT the functional equivalent of new (iv) Dropshipped Systems. During the INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND Warranty Period, as defined above or the applicable Service Plan, Black Box WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH will provide a depot parts service for malfunctioning components MANUFACTURER'S SPECIFICATIONS FOR ONE (1) YEAR FROM CUTOVER (THE "WARRANTY PERIOD"); provided, however, that if Cutover is delayed more than thirty (30) days due to Customer's acts, omissions or delays,the Warranty Period shall be reduced by such number of days in excess of thirty (30) calendar days. NOTWITHSTANDING THE FOREGOING,IF CUSTOMER ORDERS AN UPGRADE TO AN EXISTING SYSTEM, THE WARRANTY PERIOD SHALL END AT THE EXPIRATION OF THE WARRANTY PERIOD OF THE EXISTING SYSTEM OR ANNUAL MAINTENANCE TERM FOR THE EXISTING SYSTEM OR, IF NO SUCH WARRANTY PERIOD OR MAINTENANCE TERM EXISTS, NINETY (90) DAYS AFTER CUTOVER. (ii) For Unify Products Onlv. (a) BLACK BOX WARRANTS THAT THE SYSTEM IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH MANUFACTURER'S SPECIFICATIONS FOR ONE (1) YEAR FROM CUTOVER("LIMITATION PERIOD"). Unify shall, at its discretion, have the right to repair, replace or provide again free of charge, parts or services showing a defect as to quality within the limitation period which already existed at the time of the passing of risk(hereinafter referred to as"Defect") within the Limitation Period. Software shall be deemed free of Defects if it complies in all major respects with the agreed specifications at the time of the passing of risk If subsequent performance is unsuccessful Customer shall be entitled to cancel the respective order or reduce the remuneration. (b) Any contractual item showing a Defect in materials or workmanship,or otherwise failing to operate in accordance with the specification,upon or within the first seventy-two (72)hours after initial operation in Customer's network,will be considered "Dead on Arrival" (DoA), provided that no more than three (3) months have elapsed between the date of shipment from Black Box and the date of the initial operation. (c)Claims based on Defects shall be excluded in Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 7 of 8 ,Master Order Agreement NETWORK INFRASTRUCTURE SERVICES ADDENDUM defective products; or(z) in the event that(x) and (y) are not commercially practicable,refund the fees previously paid by Customer to Black Box for the defective Services or products. (E) Limitations.The warranties set forth in 1. PRODUCT DESCRIPTION In addition to the terms and conditions as this Section apply solely to Customer and to no other third parties Such set forth in the Master Order Agreement, these additional terms for network warranties are not applicable to any deficient Services or products where such deficiency is caused by. (i) any actions of third parties, where such actions infrastructure products set forth the supplementary legal rights and obligations were not expressly approved by Black Box in writing, (ii) the failure by governing Customer orders for the purchase, installation and warranty of network infrastructure services,including structured cabling,for data networks Customer or any third party to follow Black Box's installation, operation or maintenance instructions;(iii)any failure of third party products that were not and voice systems (for the purposes of this Addendum, collectively provided or serviced by Black Box;or(iv)any abuse,misuse or negligent acts "Services") Capitalized terms not otherwise defined herein shall have the of Customer or any third parties. meaning given them in the Master Order Agreement 2. CHANGES AND DELAYS (A) Change Events. The parties acknowledge and agree that the occurrence of any of the following events may require the performance of additional work,an extension in the schedule and/or an increase in the fees and expenses payable by Customer under an Order or SOW. (a) a change to or deficiency in the information which Customer has supplied to Black Box; (b) a failure by Customer and/or any of its other contractors to perform any of their respective responsibilities within a specified or required timeframe, (c) circumstances beyond the reasonable control of either of the parties,including a Force Majeure Event;(d)a change in any law, rule or regulation,or(e)the failure of any condition in an Order or SOW to be satisfied(each,a"Change Event"). (B)Change Orders In the event of the occurrence of a Change Event, Black Box shall prepare and provide to Customer a proposed change order Customer shall review the proposed change order and either(a)approve the proposed change order or(b) notify Black Box of any item(s) set forth in the proposed change order of which Customer disapproves, in which case Customer and Black Box shall use reasonable commercial efforts to resolve such items within fifteen (15) calendar days of Customer's receipt of the proposed change order Notwithstanding any other provision contained herein,Black Box shall not be required to commence the work described in the proposed change order unless and until Customer and Black Box have mutually agreed in writing upon the proposed change order, including,without limitation,the additional work, an estimated extension of the schedule and/or an increase in the fees and expenses payable by Customer. Upon such mutual written agreement, the proposed change order shall constitute a"Change Order"and an amendment to the Order and/or SOW, and the work set forth in the Change Order shall constitute Services. Black Box shall not be liable for any delays resulting from Customer's rejection of,or delay in approving,a proposed Change Order. (C) Delays Customer shall be responsible for ensuring that the site where the Services are to be performed is available and prepared for the performance of the Services and for ensuring the timely availability of any Customer personnel necessary for the proper performance of the Services If any delays or deficiencies in the performance of the Services occur as a result of changes or any untimely performance by Customer and/or any of its other contractors,the term of this Agreement,including the related Order or SOW,shall be extended to the extent of any such delay,Black Box shall be compensated for any fees and expenses incurred as a result of such delay,and Black Box shall not incur any liability to Customer as a result of such delay or deficiencies If such delays last for ninety (90) days or more, Black Box shall be entitled to terminate the applicable Order or SOW,by giving thirty(30)days prior written notice to Customer. 3. PRICING. Pricing for the Services provided under this Addendum shall be determined on a fixed fee or per time and materials basis as set forth in the applicable Order or SOW("Rates"). 4. LIMITED WARRANTY. (A) Warranty. Black Box warrants that all structured cabling products shall be free from defects in material or workmanship under proper and normal use and will conform to the specification for a period of one (1) year form delivery (B) Additional Manufacturer Warranty. Unless otherwise set forth in this Agreement, all manufacturer's end user warranties for equipment provided hereunder are passed through to Customer. Black Box will provide reasonable assistance to Customer in presenting any such equipment claims to the manufacturer. The Customer's sole and exclusive remedy for any breach of a manufacturer's warranty shall be limited to the remedies set forth in the manufacturer's end use warranties (C) Services Warranty The warranty for any Services provided by Black Box to Customer under this Agreement, other than installation of structured cabling systems,is limited to thirty(30)days from the date of performance of the Services (D)Remedies Black Box's sole liability and obligation,and Customer's sole and exclusive remedy,for failure by Black Box to meet any of the warranties set forth in this Section shall be,at Black Box's option,to*(x)re-perform the defective Services,(y)repair or replace the Black Box Confidential MOA with Addenda Rev 3 Effective 11-5-15 Page 8 of 8