HomeMy WebLinkAboutNu-Vison dba Black Box Network Services - Highway Phone System RESOLUTION 2016-133
SCHEDULED DOC ID: 11567
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-133 WAS
SCHEDULED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD
ON JANUARY 19,2016:
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
1
replacement of the Highway Department 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$6,754.57,
subject to the approval of the Town Attorney.
�Wy k
Elizabeth A.Neville
Southold Town Clerk
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Platinum Partner
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BLACK BOX
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of Southold-Hwy Building Danielle Lyle
ID1 275 Peconic Lane 6000 New Horizons Blvd.
Lloyd Reisenberg Amityville, NY 11701
y nxF t oh631-765-1891 631-370-7822
97M l Iloydr sou(holdtownny.nov cianielfe.Evte a b(ackhox.aom
UOT TI
EG SV8100 Telephone System - OGS State Contract PT64297
p e'QC3T '# 40188
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DAT 11/6/2015 _
PRODUCT# QTY PRODUCT DESCRIPTION
670103 1 P - 21
670107 1 CD-8DL A
670110 1 D-4 TB
670111 CD4COTF -
670112 1CD-4LCA
670296 SV81 GO 19 DIGITTE 9787EM PKG
670510 1CHSIU12U W OUNT KIT
670601 1 21J INT BATTERY-KIT
670783 1 L S-VM- MA L-4-LIC
670966 1 AK- MA L-16-APP
750305 2 P D 2)- 1 A P
650002 8 D -1 -3(B )TEL
660122 1 DES[ D - 2-24D 5) -
39000301 1 MNI'SINGLrz YEAR CONTRACT
670711081 27 SWA PSA SV810018300
INSTALL-MAT 1 INSTALLATION MAT RI L
SPT15A 3 EOGER 30 A T SPE ERIHOR
*Sub-Total of Equipment ,$ 4,321.62
INSTALL 1 Program, Install', rain, es $ 2,432.85
... "StibotalPrcijcct=SII
Date: /A6
Customer Signature:
Purchase Order#:
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/Shipping Not Included.
**Sales/use tax Is a destination charge,i.e. based on the "ship to"address on your purchase order. Please Indicate your
taxability status on your PO.►f exempt,please fax exemption certificate to our Accounting Department at(631)841-5299;
Black Box Network Service
6000 New Horizons Blvd.,Amityville NY 11701
Telephone: (631)841-5200 Fax:(631)841-5209
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AC BOX
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CHAMPHO371 FA it
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`4iko- 275 Peconic Lane 6000 New Hofizons Blvd.
Amityville, NY 11701
6 1 65-1891 631-370-7822
,NEC SV8100 Telephone System - OGS State Contract PT64297
40168
12015
If you have any questions regarding tax please call(631)841-7409 or email Linda.Groener@b1ackbox.com**
Quote valid for 60 days.
Subject to Credit Approval
|
' Black Box Network Service
/ 600ONew Horizons 8lvd,Amityville NY117O1
Telephone: (831)841-5200 Fax:(631)841-5209
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1
,SEC' ION A:`'CUSTOMER INFORMA,,fI N•. u
Customer Name("Customer"): Town of Southold Nu-Vision Technologies d/b/a Black Box Network Services
I
("Black Box")
State of Incorporation or Organized in State of: NY
C Phone:631-841_-5200
Principal Address: Billing Address:
275 Peconic Lan 53095 Route 25
POB 1179
City State Zip City State Zip
Peconic NY 11958 Southold NY 11971
Tax ID No. The terms of the Agreement shall govern this Order.
Tax Exempt Status ❑ Yes i ® No
Tax Exempt No. Effective Date of Agreement: 11-6-15 ® MOA ❑
If"Yes"(exempt)Certificate of Tax Exemption MUST be MSNISA
attached to Order. ❑ Cable Agreement
❑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: 11-6-2015
Term-of Order: see below
Purchase Plan: M µ.- - -
® 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.)
SECI?IUN:B SIELECT;Ailt:,.41'I'I;ICAIi1:EPR®DUC'TISERVICC)PTYCNS R::t= " "`='° _
Select all that apply:
® New System(s) ❑ Installation Services ❑ ConvergenceCareS1z 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)
S11JC7CION=Gr 1?it0`llU✓CT:T'UIE�CHASE,�A.ND�IENS'I`A�GhTI(!N ,;�• .
System Price(excluding applicable taxes and shipping): $6,754.57 *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 $t 3Sij.9Q
70%of System Price due at Delivery* $4.728.19 20%of Cabling Price due at Customer signing $
10%of System Price due at Cutover* $07 :4
Other: $_ Amount of Monthly Progress Payment: $
For All Voice Transactions: Other: $
Anticipated Delivery Date: Hourly Rates(if applicable)
Anticipated Cutover Date:
Final Configuration Date:
For All Data Transactions: $ /hour standard time $ /hour non-standard time
Requested On-Site Date:
For Aron-shin oLders:
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
BB Rev I Ordw Pone Effective 03!20115 Page I of 2
'ORDER]FORM
6 0
SECTION.D'�SEIkVVICESS(1VIAINTEf4ANC>E,'SUPI'ORT,:1YtANAGCD.SERVICES;.4ND%C}FL'HOSTED/G1L U13}
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's $ ❑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.
�Atmilikt MT
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
F'
Customer: Town of Southold Nu-Vision Technologies d/b/a Black Box Network Services
BY: BY:
uthorized Signature) Authorized Signature.)
NAME: La 1�- uSs-E U NAME: Danielle Lyle
TITLE: TITLE: Account Manager
DATE: L 5 DATE: 11-6-2015
13B Rev 1 Older f'arxn Efrecnve 01/20115 Page 2 of 2
Master Order Agreement
�°; r e• u?sem,
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1. AGREENI.ENT. This Master Order Agreement is between Town of 5. (:lAII IS AND RETURNS. (A) Claims Black Box will not accept
Southold ("you" or `Customer") and Nu-Vision Technologies d/b/a Black responsibility for any Customer claims of shortages,discrepancies or damage
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 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;(d)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 L! 'ss,`1TTLE AND SI-c-tai TIr 1:4"1`ER1f�S'7'. (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 ail 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 oft his 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"Perm"), 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. 801,73VARE.11C.ENSE (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 TEMMS. (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 fortis 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. IIAZAI{TAWSSUBSTANCES, 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; (ii) 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 patty to make timely payments. suspend performance until Customer has corrected such condition(s) and/or
terminate this Agreement with respect to such Promises without liability.
4. ORDERING I'ROCTDURI:.S. 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 I of 8
"-ster Order Agreement
b
OTHERWISE STATED 1N THIS AGREEMENT THE WARRANTIES SET 13. INIM INIFIt"ATION (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 NONNFRINGEMENT, 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 shit 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. WAIiRANIN ANI) SI.ttVIC I,, Ia;YCI.I;StONS. (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 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 temtinate 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
o
x a
s I �
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 (301/o) 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 Southo -Highway Building (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: �444n
15. f ONFIDENTIA1,171 Y. During the Term of this Agreement,Black Box Name: jG1. 4 uv-4-54E
rut
and Customer may be exposed to the other's proprietary information (the Title:
Date:
"Confidential Information"). Each party agrees to hold in strictest confidence ------•---�
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
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 cacti 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 MAJI TAtIJ Except for Customer's payment obligations Contract Number: PT64297
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. GENE A1. 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
, astir Order Agreement
00
g K
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.
S. TERMINATION. In the event Customer defaults under this Addendum
I. 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 temis for In the event Customer defaults under this Addendum or any Order placed
Maintenance, Support, Professional & Managed Services, as defined and hereunder, and Customei 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
goveming 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 ConvergenceCares' Services, (hereinafter referred to as 9. I.IMITFI)WARRANTIES,NTIES, (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
Z. SERVICES TERM, Black Box will provide Services for time 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. Lsgwit;''E TEF>ADJtfKfM[',NTS. 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
equipment manufacturers' Software that is installed and supported by Black
5. CU. ,)l FR RESTIONSIBILITIE . Customer will, (i) allow Black (iii)tit) ALL SUCH INFORMATION, SERVICE/SOFTWARE, AND
Box access to the Premises necessary for the performance of work;(ii)comply
PRODUCTS,ARE PROVIDED"AS IS"WITHOUT WARRANTY OF ANY
with all local codes, including, the National Electrical Code; (iii) authorize
N KIND. BLACK BOX AND/OR IRESPECTIVE SUPPLIERS HEREBY
Black Box,at Customer's expense,to make service requests upon third parties
for System interconnection requirements; (iv) 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 INCLUDING INFORMATION, SERWARR NTIES A i ACO PRODUCTS,
back-up of data and for restoring data to a repaired System; (vi)immediately MERCHALL IMPLIED WARRANTIES AND CONDITIONS OF
notify Black Box of any anticipated delay in facility availability; vii be MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
(vii) WORKMANLIKE EFFORT,TITLE AND NOIR-INFRINGEMENT.
responsible for implementation and maintenance of security features for
defense of the System against unauthorized intrusion or long distance calling, 10. I,II rl*ATION OF LIABIi.£PV. (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 rtes,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 famishing 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. 4t)I It4'AItE I3I;I'I.t3YMi;NT. 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,e.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 It-5-15 Page 4 of 8
.Faster Order Agreement
x
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 SERVICEISOFTWARE.
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 term"System"shall
refer to data System(s)only.
2. AC;CrP7fAN(.E.Acceptance is deemed to occur on the date of Delivery.
3. I,Ih1ITED WikRIZANTW& (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:
(�v�vw ciaco.ersndorlvannntv). 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; (e) 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)'I:miied 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)EaclusiotL: 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)
ani4ks. 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 Mite[ Products
Only.,I.,iatitcil3�. BLACK BOX WARRANTS THAT THE SYSTEM
IT INSTALLS WILL BE FREE FROM DEFECTS IN MATERIALS AND
WORKMANSHIP AND WILL OPERATE IN ACCORDANCE WITH
MA-NUFACTURER'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
Waster Order Agreement
T
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 terns 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. :iY!41s i I'Ei: AD.IUIi &I'LU I:S, 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. A((7RPTA',110E,. 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. (!I) Fpr NFi� 1'rudut,(;t l . 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)Svstetirs lnsiailed,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. J,IlYII7'ED WARRANTIES. (A) (i) For A)*a _NfIC aUlJViftol replacement. Repair and replacement parts may be new or reconditioned to be
PL%Li pJ,i C3aly. BLACK BOX WARRANTS THAT THE SYSTEM IT the functional equivalent of new. (iv) I)) sshr_p3ied'Sys,tems. 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 a
TERM EXISTS, NINETY (90) DAYS AFTER CUTOVER. (ii) For Uni
PrtrctuGts() (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. (e)Claims based on Defects shalt be excluded in
Black Box Confidential
MOA with Addenda Rev.3 Effective 11-5-15 Page 7 of 8
, agt�.r Order Agreement
s
4�
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 Iegal rights and obligations p (i) any actions of third parties, where such actions
were not expressly approved
governing Customer orders for the purchase, installation and warranty of roved by Black Box in 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 instructions;(iii)any failure of third parry products that were not
provided Black Box;or(iv)any abuse,misuse or negligent acts
"Services"). Capitalized terms not otherwise defined herein shall have the of Customer
serviced
or any third parties.
meaning given them in the Master Order Agreement.
2. C.'IIAN GEN.AND t F3,AVS. (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 patties,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. JAMMED W.ARRANTi. (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 tate
Black Box Confidential
MOA with Addenda Rev.3 Effective 11-5-15 Page 9 of 8
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PRODUCT# QTY PRODUCT DESCRIPTION
670103 1 P - M21
670107 1 -81)LCA
670110 1 CD-4COTB
670111 1 LD-4COTF
670112 1 4LCA
670296 1 V8100 19 DIGITAL SYSTEM PKG
670510 1 �M81U/2WWALL MOUNT KIT
670601 1 HS21JI INT BATTERY KIT
670783 1 LKS-VM-INMAIL-4-L C
670966 1 AK-INMA -16-APP
750305 2 PGD(2)-U 10 ADP
650002 8 D -1 D-3(B ) EL
660122 1 D SI 17J T2-12-24D(25)
39000301 1 MNT SINGLEYEAR CONTRACT
670711081 27 SWA PSA SV810018300
INSTALL-MAT 1 1 STALLATI N MATERIALS
SPT15A '3 BOGEN 30WATT SPEAKERIHOR
"
ub-Total of Equipment $ 4,321.62
INSTALL 1 Program, Install, Train,&Test $ 2,432.95.
:4 StiiFa?tiafaG`Prtajctdll w, r:&374c57a
Date: /aq/j6
Customer Signature:
Purchase Order#:
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/Shipping Not included.
**Sales/use tax Is a destination charge, i.e. based on the "ship to”address on your purchase order. Please indicate your
taxability status on your PO.If exempt,please fax exemption certificate to our Accounting Department at(631)841-5299;
Black Box Network Service
6000 New Horizons Blvd.,Amityville NY 11701
Telephone: (631)841-5200 Fax: (631)841-5209
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51EMENS 41'
llic�jS,-#' TY;Gw ..1
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" yy,� Town of Southold-Nwy Building - Danielle Lyle
275 Peconic Lane 6000 New Horizons Blvd.
Lloyd Reisenberg
Amityville, NY 91701
631-765-1891 631-370-7822
Iloydra@southoldtownny.gov danielle.lyle,@bIackbox.com
QUOTATION
EC SV8100 Telephone System - OGS State Contract PT64297
401188
11I612015
attention: Linda Groener referencing yotir customer nttnrber.,
If you have any questions regarding tax please call(631)841-7409 or email Linda.Groenerb1ackbox.com"
*k*Quote valid for 60 days.
"'***Subject to-Credit Approvaf
Black Box Network Service
6000 New Horizons Blvd.,Amityville NY 11701
Telephone: (631)841-5200 Fax:(631)841-5209
ORDER 3.'ORM r
:SEC IONrA:•CUSTi)KER INFORMATION
Customer Name("Customer"): Town of Southold Nu-Vision Technologies d/b/a Black Box Network Services
("Black Box")
State of Incorporation or Organized in State of: NY
Phone: 631-841-5200
Principal Address: Billing Address:
275 Peconic Lan 53095 Route 25
PUB 1179
City State Zip City State Zip
Peconic NY 11958 Southold NY 1197I
Tax ID o. The terms of the Agreement shall govern this Order.
Tax Exempt Status ❑ Yes ® No
Tax Exempt No. Effective Date of Agreement: 11-6-15 ® MOA ❑
If"Yes"(exempt)Certificate of Tax Exemption MUST be MSIVISA
attached to Order. ❑ Cable Agreement
❑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: 11-6-2015
Term of Order: see below
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.)
E a ECT:: ULAN'IJICASLE`I'It01?LJC.'>clSRitYIGEsOP IONS $K ,5=':
c� .. 7Y(
Select all that apply:
® New System(s) ❑ Installation Services ❑ ConvergenceCares"i 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)
>SlE`CTI�N°C.{,I'ItQbC7CTT'U"»`C1�ASEAl`11i33=.�1VS'T•<A�,LATIC3N
System Price(excluding applicable taxes and shipping): $6,754.57 *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 $1 356,90
70%of System Price due at Delivery* $4.'728.19 20%of Cabling Price due at Customer signing $
10%of System Price due at Cutover* $675.48
Other: $ Amount of Monthly Progress Payment: $ __
For All Voice Transactions: Other: $
Anticipated Delivery Date:
Anticipated Cutover Date: Hourly Rates(if applicable)
Final Configuration Date:
For All Data Transactions: $ /hour standard time $ /hour non-standard time
Requested On-Site Date:
For drop-sh in orders:.
20%of System Price due at Customer signing $
80%of System Price due at Delivery* S
Other: $
*Customer will be invoiced on both the scheduled Delivery date and on either the Cutover date for Voice products/seryices 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 Lutials
BE Rev I Ordei Fenn Effective 03/20/15 Page I of2
ORDER FORM
6 94111TIE0
SECTIOIVt Mh Nt N CE'-'SU_FPORT, 'ANAGE,'Ij,�tRVIC�ES' AN6i6R-fib�'tto/
M , CID)'
Service Fee(excluding applicable taxes):
Hourly Rates(if applicable): $ j per hour standard time /per hour non-standard time
Hosted Service Fee(excluding applicable taxes): $
Hourly Rates(if applicable): S /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): rl Annually E]Semi-Annually* $ [I Quarterly* Monthly*
El Pre Paid Billing(Standard)—years (per year)
E]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:
E Schedule A or Customer Inventory Schedule El Tax Exemption Certificate
E] Statement of Work(Product and/or Services) 0 Lease/Financing company documentation
n Service Plan El Other
F1 Software License ❑ Other
Customer: Town of Southold
od Nu-Vision Technologies d/h/a Black Box Network Services
BY: "?S1;ra1AAAA_0N BY;
V
(Authorized Signature) (Authorized Signature)
NAME: 51-0 NAME: Danielle Ule
TITLE:• d J?49,1"VL9 6-V' TITLE: Account Manager
DATE:' S 4- DATE: 11-6-2015
BB Rev I Oidex Form Effeettvc 031201"15 Page 2 of 2
Master Order .Agreement
1. AGREEMENT. This Master Order Agreement is between Town of 5. CLAIMS ANI) RETURNS. (A) Claims. Black Box will not accept
Southold ("you"or "Customer") and Nu-Vision Technologies d/b/a Black responsibility for any Customer claims of shortages,discrepancies or damage
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 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;(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 Ole LQSS,'t•l`I`l.,[,AND SECURITY INTERES"I'. (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 Piice, 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"Tenn"), 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 g, SOV11VAUE LICENSE'
ICENS`s. (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 Tenn 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. PR1C13 AND PAyAmr—.NT T1:6i.s. (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. II.AT ARI)OIJS S(Jll,"fAiNC:l S. 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 1.5%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; (ii) 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 PROC E.DURES. 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 ori 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 dental 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 1N 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 inlury(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 belo«, 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,andifor 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 AN'Y 07'11ER 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; (mi) 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. SA'AT{II0j'Si' AND SERVICE, l.;lCIA)SIONS. (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 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. TERiV7INgioN. (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 patty 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 (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. (3) 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
Muster Order Agreement
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 (300/.)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 Southo ighw Building [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: /f
15. CONI+IDENTINIAY. During the Term of this Agreement,Black Box Name:
and Customer may be exposed to the other's proprietary information (the Title: f2.-±tom
"Confidential Information"). Each party agrees to hold in strictest confidence Date: �T/ ;"�rJ/–�'-
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
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: PT64297
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 PROMIONS. (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 tinder any applicable statute or other
controlling law,such provision shalt 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. (3) 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
S. TERMINATION. In the event Customer defaults under this Addendum
I. 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
goveming 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 ConvergenceCares' Services, (hereinafter referred to as 9. L MITEI) 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. SERViC'ES TMOV1. Black Box will provide Services for the term EXCLUSIVE REMEDY FOR BREACH OF SUCH WARRANTY SHALL
defined on an executed Order and/or SOV and in accordance with the terms of BE CORRECTION OF THE DEFECT BY BLACK BOX AT BLACK BOX'S
the applicable Service Plait, 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 acknonledges, 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 11,11PLIED, 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. srRVICE Fl+.k,•ADJUSTMCR'IS. 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. CtIS7()Mlrtt ItF iPONSIIiII TTIC:S. 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. (iii) ALL SUCH IN-FORMATION,IS" I SERVICE/SOFTWARE,O 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 service requests upon third parties KIND. BLACK BOX AND/OR ITS RESPECTIVE SUTTPLIERS HEREBY
for System interconnection requirements; (iv) 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,AL IMP SERVICE/SOFTWARE,WARRANTIES
A i AND PRODUCTS,
back-up of data and for restoring data to a repaired System; (vi)immediately INCLUDING ALL Y, ,ITN WARRANTIES AhD CONDITIONS OF
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 featuresfor WORKMANLIKE EFFORT,TITLE AND NON-INFRINGEMENT.
defense of the System against unauthorized intrusion or long distance calling, I0. I.IMI'i'A`I'iON OF LIAIIIiATV (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. tit)I I1VA1tEI:PI.t)Ylliii`1'I'. 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 SER ESPO SIBLE E.
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
' ` ► � Foe 3, J 'i
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
Q,
DATA PRODUCT ADDENDUM
I. 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,(lie term"System"shall
refer to data System(s)only.
2. ACCrl`TAN(-"T.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 "WARRANITY PERIOD").
Customer's SOLE AND EXCLiiSIAT 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 oi5en.cont(s oi'wantrntv). 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(I) YEAR FROM EQUIPMENT SHIPMENT. (ii)LixpinsioW 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)
Rem-Mies. 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 Mite[ Products
Only.I,iniited Warrnuity. 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
�` . . s i
b Me
T
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)(d) 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, STATU'T'ORY OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
2. ;iYsatim- I'I.,1; ADJUSTMENTS. Black Box shall perform MERCHANTABILITY, FI'T'NESS FOR A PARTICULAR PURPOSE AND
Modifications only pursuant to an executed Job Change Order("JCO")before NTON-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. AC`Ci7WANCE. 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 atter 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 Inmalled by Mack
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. J,I11iITEl1 WAi2I2AN'TIi S. (A) (i) Ecra_.rNF.1 and Mitcl replacement, Repair and replacement parts may be new or reconditioned to be
Prndttcts Only. BLACK BOX WARRANTS THAT THE SYSTEM IT the functional equivalent of new. (iv) f mnshied Swgtems. 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 Uni
Prcacltrci CSnly. (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
Mps•ter Order Agreement
t
NETWORK INFRASTRUCTL-RE 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 terns for network warranties are not applicable to any deficient Services or products where such
infrastructure products set forth the supplementary legal rights and obligations deficiency is caused by: (i) any actions of third parties, where such actions
governing Customer orders for the purchase, installation and warranty of were not expressly approved by Black Box in writing; (ir) 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 instructions;(iii)any failure of third parry products that were not
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. C'HAiNQES,JAlN*D 1)1:I:AV$ (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 taw,
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. LIM111,0 WARRANTY (A) Warranty. Black Box warrants that all
structured cabling products shall be ,flee 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 tinder 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
RESOLUTION (ID # 11409)
REVIEWED DOC ID: 11409
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. (ID#11409)
WAS REVIEWED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN
BOARD ON JANUARY 5, 2016:
RESOLED that the Town Board of the Town of Southold hereby amends resolution No. 2015-
914 adopted on December 1,2015 to read as follows:
WHEREAS the Town Board of the Town of Southold has determined that replacement of the
telephone system at the Highway Department is necessary and should be a Capital Fund item,
and
WHEREAS:the Town's Capital Budget process requires a resolution to formally establish
Capital Budget items in the Capital Fund,now therefore be it
RESOLVED that the Town Board of the Town of Southold hereby modifies the General Fund
Whole Town'budget as follows:
From:
A.1440.4.400;.300 MS4 Brochure Printing $ 500
A.1440.4.5001.100 Engineering Services 3,000
A.1440.4.500.200 Water Quality Testing 2,000
A.1440.4.500:300 Soil Boring Analysis 1,000
A.1440.4.600:800 MS4 Advertising 500
Total $7,000
To:
A.9901.9.000.;100 Transfer to Capital Fund $7,000
and be it further RESOLVED that the Town Board of the Town of Southold hereby authorizes
the establishment of the following Capital Project in the 2015 Capital Fund:
Capital Project Name: Highway Tele hp one System
Financing Method: Transfer from the General Fund Whole Town
Budget: Revenues:
H.5031.47 Interfund Transfers $7,000
Total $7,000
Appropriations:
H.1680.2.600.650 Information Technologies
Capital Outlay
Highway Telephone System $7,000
Total $7,000
Resolution(ID# 11409) Board Meeting of January 5, 2016
and be it further RESOLVED that the Town Board of the Town of Southold hereby directs the
Town Comptroller to transfer$7,000 from the General Fund to Capital Fund.
OV6&w?. .�
Elizabeth A.Neville
Southold Town Clerk
Updated: 12/16/2015 12:22 PM by John Cushman Page 2