Loading...
Service Solicited - 2015 - Black Box Network Services - Black Box Network ServicesA 4 BOX NETWORK SERVICES EQUIPMENT PURCHASE, SOFTWARE LICENSE, INSTALLATION, AND SUPPORT AGREEMENT EQUIPMENT PURCHASE AGREEMENT ('Agreement ") dated W � A (the 'Effective Dale) between BLACK BOX NETWORK SERVICES (the 'Company ") with offices at 761 S ALLEN MEET, SUITE 102, MERIDIAN, ID 83642 and CITY OF EAGLE IDAHO {'Customat j, with offices at 660 EAST CIVIC LANE, EAGLE ID 83616. In consideration of the mutual agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: The Product. This Agreement pertains to the Equipment, Software and Related Documentation described In Schedule A {Quote #0Qg69284f hereto (the "Product'), to be Installed at 660 EAST CIVIC LANE, EAGLE tD 83616 (the "Authorized Location"). Subject to the additional terms and conditions set forth hereafter: (a) Customer agrees to purchase the Equipment described In Schedule A, license and use the Software and Related Documentation described in Schedule A for the Total Customer Charge specified in Section 3: and (b) Company agrees to self the Equipment described In Schedule A, license the Software and Related Documentation described In Schedule A at the Authorized Location, and perform service In accordance with the terms of the warranty contained herein. Product Installation. Company shall not be required to commence Installation of the Product until an officer of Company has accepted this Agreement. Customer shall make available a place at the Authorized Location for Installation or the Product in accordance with the specifications set forth In Schedule A and shall permit access to such Authorized Location for Company's personnel, Including subcontractors and authorized distributors. Company shall notify Customer of the Date of Cutover, bate of Cutover shall mean the date on which the Product is Installed and providing the basic service for which the Product Is Intended, Minor variances in performance of the Product that do not materially affect the operation of the Product as a whole shall not affect or postpone the Date of Cutover or Customer's payment obligations. Customer shall provide a suitable protected area for storage of the Equipment prior to Installation. Customer shall supply all supplemental equipment required for the Installation Including but not limited to conduit, commerdaf power wiring and outlets. Company shall be responsible for Installation and warranty service of the Product only on the subscriber side of the interface equipment connecting the Product to the telephone utility's system. Company may subcontract any of the work to be performed by It under this Agreement. Customer shall be solely responsible for: (a) obtaining any and all licenses, permits and other authorizations that may be necessary in connection with installation, use or warranty service of the Product; and (b) any serv€ces to be provided by or arrangements w€Ih, charges assessed by and Interconnections with the telephone company or any other utility. 3. Customer Charge for Equipment Purchase and Software License. (a) The Total Customer Charge for purchase of the (b) Customer shall pay to Company the Total Customer Charge as follows; Equipment and license of the Software Is as follows: Basic Customer Charge: $ 28,407.65 50% Due on Effective Dale: S 14,835.83 Slack Box Support Agreement: $ 1,264.611 50% Due on Date of Cutover: $ 14,835.83 Taxes: $ Total Customer Charge: $ 29,671.65 (a) Selection of the Lease Option Accepted 0 Declined) sha1 mod;fy the payment terms as set forth In Schedule E hereto. 4. Risk of Loss or Damage; Title. Except to the extent any foss or damage to the Product Is caused by defects in material or workmanship, Customer assumes the entire risk of toss or damage to the Product while It Is on Customer's premises or under Its control whether or not covered by Insurance, and no loss sha'1 relieve Customer of Its obligations under this Agreement. Customer shall acquire title to the Equipment only upon payment In full to Company of the Total Customer Charge. Customer acknowledges and agrees that title to the Software and belated Documentation shall remain vested at all times In Company and that nothing contained herein shall operate to transfer any ownership Interest In the Software and Related Docilmenlatlon to Customer or any other party. 5. Security Interest: Remedies. (a) Security Agreement; The Equipment shall remain personal property and shall not be a fixture, irrespective of the manner of Its attachment to realty, To secure performance of Customer's obligations under this Agreement, Customer hereby granis the Company a security Interest In and to the Equipment, Including all additions, attachments and substitutions, The Customer and the Company intend lhts security agreement to constitute a purchase money security interest. Customer agrees not to further encumber, sell or otherwise transfer the Product without the prior written consent of Company. Customer agrees to execute any and all documents, which Company may require to further evidence or continue this security interest, and authorizes Company to record or rile a photocopy or this Agreement as a Financing Statement. Customer agrees to pay a restocking fee of 25 % of 'Total Customer Charge` if this Agreement Is terminated prior to work being performed. (b) Remedies for Default: Upon default in payment or performance hereunder by Customer, Company, In addition to any other available remedies to which it is entitled, shall have all the rights and remedies of a secured party under the Uniform Commercial Code (and any other applicable law), Including but not limited to the following rights: (I) to declare all unpaid amounts hereunder immediately due and payable; (it) to take possession of and remove any part or all of the Product; and (ill) to render the Product or any of its functions or features inoperable remotely or otherwise without any demand or notice, and without any court order or other process of taw. Customer hereby consents to such taking or disabling of the Product upon default and Customer hereby waives its rights to claim any and all damages occasioned by such taking or disabling. Customer further agrees that upon default, the software license is revoked. Notwithstanding any repossession or any other Revision 8/3112015 Purchase Agreement Page 1 action which Company may take In the event of Customer's delault under this Agreement. Customer will reimburse Company for all connection with the enforcement of any right or remedy hereunder. 6. Product Warranty and Warranty Disclaimers. . Customer will remain liable for the full performance of Its obligations costs and expenses, Including reasonable attorneys' fees, incurred in (a) Equipment Warranty: Company warrants that each ftem of the Equipment of fis own manufacture will be free from defects in material and workmanship for a period of one year after the Date of Culover. Warranty coverage on Equipment not manufactured by Company Is limited to the coverage provided by the manufacturer of such Equipment. (b) Software Warranty: Manufacturer warrants that the Software will be free from any defect which causes a material nonconformity between its performance as described in the Related Documentation listed in Schedule A and actual performance for a period of one year after the Date of Cutover. (c) Rights and Remedies: Company shall either repair or replace W lh new or refurbished equipment, at its sole option, any defective part of the Equipment or Software, provided Customer has provided written notice to Company promptly after discovery and within the warranty period. Such repair or replacement shall be Customers sole and exclusive remedy. All replaced parts will become the property of Company, Customer agrees that any rights it may have pursuant to this warranty are Independent of hs obligation to make Its payments due to Company hereunder on a timely basis and that any claim under this warranty or otherwise against Company shall not give rise to a right to withhold any payments due or a right of setoff hereunder or under any other agreement wllh Company. (d) Maintenance: For a period of one year after the Date of Cutover, Company shall perform, free of charge, between the hours of 8 am and 5 pm Monday through Friday except Holidays, all necessary maintenance to keep the Product in good working Condition and repair, including the furnishing of all necessary labor and materials. (a) Discfalmors: THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THESE WARRANTIES SHALL BE VOID AS TO PRODUCT DAMAGED OR RENDERED UNSERVICEABLE OR NONFUNCTIONAL BY ACTS OF PERSONS OR ENTITIES OUTSIDE OF THE COMPANY, OR MISUSE, THEFT, VANDALISM, ACTS OF GOD, FIRE, LIGHTNING, COMMERCIAL POWER FAILURES, POWER SURGES, EMI, FIR WATER, OR OTHER PERIL, BY FAILURE OF CUSTOMER TO COMPLY WITH REQUIREMENTS SPECIFIED IN SCHEDULE A OR BY SERVICES OR PRODUCTS OF OTHER VENDORS, INCLUDING WITHOUT LIMITATION THE TELEPHONE LINES, DATA CIRCUITS, INTERNET OR WIRELESS ACCESS OF ANY TELEPHONE COMPANY, LONG DISTANCE CARRIER, CLEC, ISP, OR VOICE QUALITY ACROSS THE INTERNET OR OTHER NETWORKS NOT SUPPORTING OOS. REPAIR, RELOCATION, OR ALTERATION OF THE PRODUCT NOT AUTHORIZED BY COMPANY VOIDS THE WARRANTY. LIABILITY OF COMPANY HEREUNDER IS EXPRESSLY LIMITED TO THE REPAIR OR REPLACEMENT DESCRIBED ABOVE, AND iN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS LOST SALES, LOST PROFITS OR INJURY TO PROPERTY, OR ANY OTHER DAMAGES WHETHER ARISING IN CONTRACT OR TORT OR OTHERWiSE. IN NO EVENT SHALL ANY RECOVERY AGAINST COMPANY BE GREATER IN AMOUNT THAN THE TOTAL CUSTOMER CHARGE. NO EXPRESS OR IMPLIED WARRANTY IS MADE AGAINST INTRUSIONS INTO THE COMPANY'S VOICE PROCESSING SYSTEMS BY FRAUDULENT CALLERS OR AGAINST ANY TOLL FRAUD. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Non-transferability: Company's obligations under this warranty are limited to Customer unless Company has provided Its written consent to the transfer of the Product to another and -user. 7. Confidentiality. The provisions of this section shall survive the termination of this Agreement. (a) Equipment: Customer hereby acknowledges that the technical Information, circuit designs, Software and Related Documentation furnished as a part of the Product are the property and unpublished works of Company and are not to be reproduced In any manner or disclosed for any reason to any third party outside of the officers, directors or employees of Customer. Customer further agrees not to sell, lease, license or otherwise transfer the Equipment without first obtaining a written agreement from its transferee to assume all of the Customer's obligations hereunder and to be fully bound by the terms hereof. (b) Software: Customer hereby acknowledges and agrees that the Software and Related Documentation listed in Schedule A are proprietary to Company (the 'Proprietary Materials *), that the Proprietary Materials constitute trade secrets of the Company, and that aft applicable rights to patents, copyrights, trademarks and trade secrets relating to the Proprietary Materials are and shall remain vested in Company. Customer agrees to use utmost diligence to protect the trade secrets and other proprietary rights of Company in the Proprietary Materials from disclosure to third parties. Customer shall also ensure compliance by agreement or instruction with the terms and conditions of this Agreement by employees and others with access to the Propr ietary Materials. (c) Non•sollaitatlon: During the installation period and for a period of 2 years after Instaltal €on Is complete, Customer will not engage the services of any person who has provided services to the Company nor will it seek to persuade any employee or advisor of the Company to discontinue his or her employment or association with the Company In order to become employed by or associated with the Customer fndividualiy or any business with which the Customer is employed or associatad where the products or services of the Customer or that business are directly or indirectly compotitive with the Company's products or services. 8. Software License. (a) License: Subject to the terms and conditions contained herein, Company grants Customer a nontransferable, nonexclusive license to use at the Authorized Location only (I) in object code form, all Software described in Schedule A, and (it) all Related Documentation described In Schedule A. This grant shall be limited to use with the Equipment listed in Schedule A or on a temporary basis on back -up equipment when necessary. This license commences upon the Effective Date and shalt continue during the useful fife of the Equipment or the useful fife of the Software, whichever is shorter, or until the license Is terminated In accordance with this Agreemani. Removal of the Software from the United States, service by any unauthorized person, or any breach of the provisions of this software license shall automatically terminate this license. Upon termination of this license, Customer shall immediately return the Proprietary Materials and all copfas thereof to Company. Revision 8/3112015 Purchase Agreement Page 2 (b) Transfer; Customer shall not sublicense the Software or otherwise transfer any of its rights In the Software without prior written notice to Company. (c) Modification and Copies: Customer may not modify or copy the Proprietary Materials without the prior wrinan consent of Company. Customer agrees to refrain from taking any steps, including without imitation reverse engineering, reverse assembly or reverse compilat #on, to derive a source code equivalent of the Software. (d) Indemnification: Company agrees that, if notified promptly and given sole control for the defense and alt related settlement negotiations, It will Indemnify and defend Customer against any claim based on an allegation the Software Infringes a valid U.S. patent, copyright or trademark. Company shall have no obligations under this subparagraph (d) where Customer has modified the Software or used the Software In combination with software or equipment not provided by Company. If any Software becomes, or In Company's opinion Is likely to become the subject of such claim of Infringement, Company will, at Its option and expense, either procure rights for Customer to continue using the Software, or replace or modify the Software to provide non- lnlringing software that performs substantially similar functions to the original Software. Upon fallure of the foregoing provisions, Company will refund the Dense fee for the Software less a reasonable allowance for use. THIS SECTION STATES THE ENTIRE LIABILITY OF COMPANY FOR INFRINGEMENT BY ANY SOFTWARE AS WELL AS THE EXCLUSIVE REMEDIES AVAILABLE AGAINST COMPANY. 9. Uncontrollable Circumstances, Company shall be excused from performance under this Agreement to the extent that it Is prevented or delayed by any acts of God or other force majure beyond the reasonable control of Company. 10, 5everabitity. The invafidtty or unentorceabifity of any provision of this Agreement shall not affect the validity or enforceability of the other provisions, and this Agreement shall be construed In all respects as if such Invalid or unenforceable provisions were omitted. Company and Customer agree to substitute for any invatid or unenlorceable provision a valid and enforceable provision that most closely approximates the economic effect and intent of the Invalid and unenforceable provision. 11, Entire Agreement. This Agreement, Including the Schedules hereto and the Scope of Work document, constitutes the entire agreement between Company and Customer and may not be amended except by mutual written agreement with an officer of Company. No oral representations are enlorceable or are part of this agreement. Any amendments must be in writing and signed by an officer of the Company. Customer has read all provisions and received a copy of this Agreement. 42. INS'T'ALLATION SPECIFICATIONS. Customer agrees to provide an equipment room that meats environmental and electrical requirements for the installation of telecommunications equipment, Including but not limited to the following: (a) An adequate number of electrical circuils provisioned according to the equipment manufacturer's specifications. BLACK BOX NETWORK SERVICES recommends a UPS system; (b) Conduit, cable trays, wire raceways, and power poles as required by the National Electrical Code, local electrical and fire codes; (c) Normal business lighting; (d) Room temperature ranging between 32 -80 degrees Fahrenheit. Customer is responsible for providing air cooling in air conditioning if required; (e) relative humidity not exceeding 80 %- non - condensing; (f) 3 -foot minimum clearance in front of the main frame equipment, secured access preferable; (g) Access to "cold water ground" within 10 feet of the common equipment_ 13. ENVIRONMENTAL REQUIREMENTS. Customer shall be responsible for providing a suitable location or locations for the storage and Installation Of the Product and for all related work, which shall not contain any "Hazardous Substances ". For the purposes of this Agreement, the term Hazardous Substances shall Include without limitation: (i) oil, petroleum or other hydrocarbon derivates or products; (ii) hazardous waste; (oil) hazardous or toxic substances or chemicals; (iv) fungicides, rodenticides or Insecticides; (v) asbestos; or (vi) urea formaldehyde, in each case as defined by any applicable stale, federal, or local laws, rules or regulations, Customer hereby agrees to Indemnify and defend Company against any claim, expense, liability, fee, fine, penalty or damage arising from or related to any breach of this Section 3. Company shall be permitted to suspend its performance under this Agreement without penalty It it reasonably determines that Its performance could violate any law, rule or regulation or have an adverse impact on health, safety or the environment, until it receives written and/or financial assurances from Customer reasonably satisfactory to Company. CITY OF EAGLE IDAHO C er Signalure pate Name (Print or Type) Title ATTACH SCHEDULE A (QUOTE # 030009284 ) BLACK 9 NETWORK SERVICES ��. � 3 _. _ ... ,.w. ...... Marra Mont A Date Revision 8/3112015 Purchase Agreement Page 3 t 701 S Allen St, Suite 102 Meriden, 10 831;42 (209) 379{0121 Office (2ou) 379 -0208 Fax 8111 To: City at Engle 660 E. Civic Lane Eagle, ID 63516 Ship To: cltyof Eagle 650 E. Civic Lane Eagle, fD 83616 Number: 80009284 Date; 8x31/2015 Page: 1 customer Telo hone # Good For Pa nt Terms I Sales Re (208) 939.6813 90 Hays Sea DeSCription Below ,cosh Iverson Quaritily Descri Hon List Price Unit Price Extension Unified Communications Solution with WSCA Contract prlelm WSCA df-zourflad s 1 ShorsTel 14.2 Software (General Release) $ - $ $ 40 ShoreTel IP Phone 480 $ 299.00 $ 194.35 $ 7,774.00 3 ShoreTel IP Phone 655 Conference Boom phones $ 749.00 $ 486,B5 $ 1,460.55 1 Satellite microphones for [P Phone IP655, Gly 2 $ 195.00 $ 125.75 $ 126,75 15 Additional Extension & Mailbox Licenses $ 200.00 $ 130.00 $ 1,950.00 4 Additional Extension -only Licenses (for fax machines and Conf Rm phones) $ 140,00 $ 81.00 $ 364.00 2 Additional Operator Communicator Licenses (for a total of 3) $ 595.00 $ 366.75 $ 773.50 50 Personal Communicator Lkenses $ - $ - 5 1 10 Concurrent Audio Conferencing Pons. Requires a VM Image from Customer. $ 1,75;3.00 $ 975.00 $ 975.00 Non•VJSCA dr=ay »fed pens 1 ShoreTel SSE 100 bundle includes the following: $ 4,495.00 $ 4,495.00 $ 4.495.00 SG 220TtA %vice sw lch and rack mount Iray 25 Exiension 3 Mailbox licenses 1 Extension Only license (for a fax machtrle) 1 Oporator Communicator license 25 Personal CW mtsniCalor Ileer3e9 24 SIP truck ftens" 3 additional site licenses (far lutum expansion to other buildings If needed) 5 Application Dialer a 5 Web Dialer licenses Vaicomail appllcatlon and da abash W)f be lmlnrlod on eustomer pwo idad VM image 1 Slack Box ShoreCara Partner Support Program (1 Year, No Phones) $ 1,264.00 $ 1,254.00 $ 1,254.00 t Black Box Installation kit $ 58.00 $ 58.00 $ 58.00 3 Black f3ox POE+ GS rnanaged Ethernet Switch, 26-pert $ 771.95 $ 771.95 $ 2,315,85 t Black Box professional services for programming, installation, and training $ 7400.00 $ 7,800.00 $ 7,800.00 1 CANA Network Assessment $ 315.00 $ 315.00 5 315.00 Payment Terms are as follows: $ 14,1135.83 5M. Due upon slgning of Purchase Agreement, $ 14,1135.B3 5o% Due upon Insiallalfan cut -over Subtotal $ 29,571.65 This quote is for budgetary purposes only. Upon acceptance, a Purchase Sales Tax TBD Agreement will be issued for authorized signatures. Ship to $ - TOTAL. $ 29,611.65 Comprehensive Communications and Infrastructure Solutions Revision 613 112 01 5 Purchase Agreement Page 4 NO VIETWORK SERMES SCHEDULE D EQUIPMENT PURCHASE, SOFTWARE LICENSE, INSTALLATION, AND SUPPORT AGREEMENT Term: ® One Year ❑ Three Year ❑ Five Year 'type of Agreement: Partial Coverage (Software and $witches_anlyl THIS SHORETEL SUPPORT AGREEMENT ( "Agreement') SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH BLACK BOX NETOWRK SERVICES ("black Box ") AGREES TO PROVIDE SUPPORT SERVICES FOR THE NAMED CUSTOMER'S SHORETEL IP VOICE COMMUNICATION SYSTEM ENUMERATED IN SCHEDULE A (THE "Equipmentj. BY SIGNING BELOW AND ACCEPTING THE SERVICES AND SUPPORT DESCRIBED ON ITS INVOICE, CUSTOMER AGREES TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS, THIS Agreement IS BETWEEN THE CUSTOMER AND Black Box. 1.0 Definitions 1.1 After - Hours, All hours not Included In On- Hours. 1.2 Susineas Day. Monday through Friday Inclusive, excluding holidays. 1.3 Hoffday.A . Black Box observes the following calendar days in the United States as holidays; New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day. the day following Thanksgiving Day and Christmas Day. Black Box may designate two additional holidays each year. 1.4 Qn-Houts. Between 8.00 a m, and 4:30 p,m., Mountain Time, on every Business Day. 1.5 t m. The ShoreTel IP Voice Communication System as outlined In Schedule A, 1.6 Time of _Covorago. Unless olherwise agreed in writing and signed by Black Box and Customer, the period of support hours are stated in Exhibit A — Service Program Data Sheet. 2.0 Services Excluded 2.1 Seff- Installation of Hardware. In the event Customer selects to perform a system upgrade without on -slle installation assistance or remote Installation assistance from Black Box, and supplemental assistance is required from the Black Box Technical Assistance Center (TAC) by reason of Improper adherence to the installation process, Customer may be charged an hourly rate set forth on Black Box s then current price list for Installation services. 2.2 Third Parly Pr u !2j In§Jallalign and Confinuralion Issues. In the event that Installation assistance requested by the Customer Is ultimately determined by Black Box to be directly attributable to third party issues, (e.g., tetco, network configuration, cabling, DHCP configuration), Black Box will charge the Customer an hourly tale, set forth on Black Box's then current price list for professional services. 2.3 Trafgm ._System Administration, Train - the - Trainer and End -User training are not covered by this Agreement. The Customer may purchase training support services for the price set forth on Black Box's then current price IlsL 3.0 Support 3.1 Remote A&ce551bllily. In order to provide quality assurance and remote support, the Customer must provide passcodes and/or access rights to the network lot authorized Black Box personnel, 3 2 Authorized Contacts. This Agreement provides authorization for specific Customer employees to engage Black Box's TAC. The Authorized Contacts may contact the TAC by sending e-mail or by telephone. The list of Customer Authorized Contacts is identified in Exhibit B. Additions or deletions to Exhibit B must be made in writing and are the responsibility of the Customer. 3.3 Telephone_Syyport. Telephone Support is available during On- Hours. Any provisions lot Afler -Hour or Holiday support are outlined In Exhibit A — Service Program Data Sheol. 3A E -ma'I Support, Customers may request support by e-mail, which is available during On- Hours. Service requests should be directed to boisedispatch(c-@blackbox.com. 3.5 Hardware Support, Hardware support Includes the support described above plus overnight replacement of failed units. Entitlement to hardware replacements and replacement hardware delivery commitments are outlined In Exhibit A -- Service Program Data Sheet. 3.6 A!�sponse Standards. Response standards define the level of support that can be expected by Customer. Black Box's commitments surrounding these standards are defined in Exhibit A — Service Program Data Sheet, 3.7 Qn -Site $erv[ces. On -site support services are beyond the scope of this Agreement and are available and may be purchased for the price set forth on Black Box s then current price fist, 4.0 Software and hardware 4.1 Software Updates and Ne ears. Customers are antltled to receive new software releases and applicable software maintenance updates during the term of the Agreement as defined In Exhibit A — Service Program Data Sheet. Installation of such software reteases and updates Is included as part of the Agreement. Software support does not entitle the Customer to new software that is designed to add additional applications or to provide functions that were not Included in the software originally licensed. Such new sohware may be licensed separately from vendor. 4.2 Hardware Replacements, Black Box reserves the right, under this Agreement, to provide replacement parts of equal performance and functionality. The Installation of replacement products Is not Included as part of this Agreement. it required, Installation services Will be billed on an hourly basis as set forth on Black Box's then current price list for Installation services. 5.0 Customer Responsibilities 5.1 On Slta Contacts. in situations where the Customer has multiple locations, Customer shalt provide at least one individual per location Revision 8/3112015 Purchase Agreement Page 9 to work with Black Box personnel to resolve cases If initial efforts to resolve the incident with the Customer's Help Desk are unsuccessful. 5.2 Latest Ra, terse. Customer shall maintain all hardware and software within two versions of current release level including products hold as replacement parts. Installation of new software and hardware Is the Customer's responsibility and will be installed In accordance with vendor's specifications. Installation support for subsequent hardware and software purchases and/or releases is available from Black Box and Is priced separately. 53 Maintenance. of_Systems, Customer shall maintain the switch room cable plant, server, Including software updates, client PC's, LANWAN equipment, telephone sets, and all other third party products or applications. 6.0 Term 6,1 Term. The initial term of this Agreement will commence on the starling date of service shown on the face of this Agreement and will have a term or twelve months. 6.2 Renewal. At the end of the Initial term, this Agreement will automatically renew for a twelve -month term. Renewal price is based on product list price at the time of purchase and at Black Box's then list price for the current support plan. 7.0 Pricing and Payment Terms 7.1 Price. Unless otherwise agreed by Black Box and Customer in writing, pricing for this Agreement is based on pricing set forth on Black Box's then current price list. Where applicable, the first-year price for this Agreement has been included in the purchase price of the system, Ail support rates are stated as annual amounts. 7.2 Add-tw a P€UGhMes. Support for all add-on purchases vvill be billed III the time of shipment, pro-rated for the remaining lerrrr, and at the same tale of the Agreement in elfed at the time of purchase. All applicable taxes, It any, will be billed at the lime support charges are invoiced. 7.3 P m n . Annual payment Is due in full at the beginning of the year (or (arm) for which services are to be performed. For multi -year Agreements, payment for the entire term of the Agreement is due in full before the Agreement will commence.. 8.0 Limped Warranty. Black Box shall use Its reasonable, best efforts to provide the support services defined in this Agreement and warrants that such services shall be performed in a professional CITY OF EAGLE IDAHO . JLLA"_� ­ . q_1__._2_ t 0 ustomer f3fgnature Date me 1§Int or Type) Title manner. This warranty is contingent upon Customer's adherence to manufacturer-supported configurations and following the proper Installation and support practices and procedures for which the System was Intended. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, Black Box MAKES NO WARRANTIES OR CONDITIONS ON THE PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND Black Box SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON - INFRINGEMENT. 8.0 Unauthorized Equipment. It is Black Box's policy to not extend support or provide software for any equipment purchased from an unauthorized third early. 10.0 Limitation of Lfability. IN NO EVENT SHALL Black Box's LIABILITY UNDER, ARISING OUT OF OR RELATING TO ITS SUPPORT PLAN OR THIS AGREEMENT EXCEED THE AMOUNT PAID TO Black Box BY CUSTOMER FOR THE SERVICES GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL Black Box BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, UNAUTHORIZED CALLS THAT MAY BE MADE USING THE SYSTEM AND CHARGED TO THE CUSTOMER, ANY TELEPHONE TOLL FRAUD, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE SUPPORT CHARGES WERE DETERMINED BASED UPON THE FOREGOING LIMITATION OF LIABILITY, 11.0 Miscellaneous 11.1 .Goyerntnu Law. The laws of the United States and the State of Idaho, without reference to conflict of lava principles govern this Agreement. Any dispute between the Customer and Black Box regarding this Agreement will be subject to the exclusive venue of the state and federal courts In the State of Idaho. 11.2 Entire Agreement; SeveEgbililyl This Agreement Is the entire Agreement between Customer and Black Box with respect to support services provided by Black Box and supersedes any other verbal or writton communications or advertising. If any provision of this Agreement Is held invalid, the remainder of this Agreement will continue in full force and effect. 11.3 Force Maleure. Black Box is not liable for any failure or delay In performance due to any cause beyond Its control. In any event, If Black Box's ability to deliver services Is Impaired by Customer or circumstances beyond Black Box's control, Black Box may terminate this Agreement. BLACK 8 ETWORK SERVICES Mara g ens Data 're Revision 8/3112015 Purchase Agreement Page 10 SHORETEL SUPPORT AGREEMENT Exhibit A: Service Program Data Sheet P x 24 Phone Support (System Down) • Software Updates * Published Patches and Fixes A txtenoea warranty a Advanced Exchange (Next Business Day Delivery) ' System Down is when more than 25% of the phones are not functioning or when more than Iwo ShoreGear Switches have failed, Revision 8/3112015 Purchase Agreement Page 11 SHORETEL SUPPORT AGREEMENT Exhibit B: Authorized Contacts Revision 8131/2015 Purchase Agreement Page 12 MOM "g CITY OF EAGLE IDAHO 660 East Civic Lane Eagle, ID 83616 � � � rf itl o�fixe t'-VA Mike Aho s i � ,=,`'✓ �.� ate- ,`tom z '���1� ©TI�i�L����LBQ�r ??"...' ,: - � - ha -.. �' ,Z ,3 rr. -w�;.��� ..�;,,.�,,,:�i?z : � �.,u'"'= .,���...�.�^ �,>!�.- .� ".��'._. � _ i �'" "x; lsr i. .. �� -ww' ,.•�� -.:H ,,.:a�..- ...<��e..,d�:z Annie Lloyd r � Au6orized Cgnta t� Revision 8131/2015 Purchase Agreement Page 12 � r SCHEDULE B EQUIPMENT PURCHASE, SOFTWARE LICENSE, INSTALLATION, AND SUPPORT AGREEMENT SHORETEL INSTALLATION TERMS AND CONDITIONS 1.0 Support 1.1 This quotation includes support as ouliined in Black Box's ShoreTef Support Agreement (attached) fnciud ng.- • Next Business Day ShoreTel parts replacement (excluding telephones) of ShoreTel shipment; • ShoreTel software upgrades and patches; and • Remote ShoreTel system troubleshooting assistance B AM to 5 PM Monday thru Friday for repair requests deemed to be minor 24x7 for repair requests deemed to be major system failures 1.2 Support does not include coverage for work resulting from customer's Local Area Network (LAN) or Wide Area Network (WAN) related problems or from network equipment such as servers, routers, switches, personal computers (PCs) or printers. t.3 Support does not Include coverage far client -based software applications, such as Unified Massaging and Computer Telephony Integration that are the result of network Issues, operating systems or customer provided hardware. 1.4 THIS QUOTATION IS BASED ON THE AVAILABILITY OF REMOTE ACCESS TO THE SYSTEM AT ALL TIMES. 2.0 Telco Services 2.1 Customer Is responsible for coordinating the ordering, expediting and delivery of telco services from a local service provider, unless separately contracted with Black Box to do so. Costs associated with extending the local telephone company Network Point of Presence (NETPOP) from the minimum point of entry to the location of the ShoreTel telca Interface modules will be billed on a Time and Material basis. Lost time due to carrier related failures to deliver service as agreed will be billed on a Time and Material basis. 3.0 Administration Training 3.1 System administration training class (2 hours) is designed to provide basic system Information necessary to manage the system. More extensive training on system installation, configuration or administration can be provided at an additional expense. 4.0 End UserTrafning 4.1 End -user training classes are designed to provide basic telephone, voice mail, and desktop application knowledge for using the system. Training classes are approximately 1.5 hours In length for up to 10 students per class. 4.2 Customer is responsible for providing an adequate training room facility for end-user training classes. 4.3 Customer is responsible for scheduling training sessions (coordinated with Black Box project manager) for ALL employees to attend. 5.0 Electrical and power Requirements 5.1 The electrical equipment contained In this proposal must be connected to a dedicated 15 AMP, 110 Volt A.C. circuit with an Isolated third wire ground. No other devices should be connected to this dedicated outlet. 5.2 Connection of the system to a Black Box approved Uninterrupted Power Supp'y (UPS) Is required for the implementation of this system. Except where Indicated, casts associated with providing a UPS have not been included In the quoted system price. 5.3 Although powering IP telephones from a Power over Elhemel (PoE) switch Is recommended, telephones can also be powered Iocafy via a power adaptor. Except where indicated, costs associated with providing PoE switches and/or local power adaptors have not been Included in the quoted system price. 6.0 Network and Server Requirements 6,1 Customer's network needs to meal ShoreTel and Black Box Network Services' specifications and be properly configured, Inclyd ng Quality of Service (005), to support Voice over IP. Time spent verifying or modifying the network will be billable on a Time and Material basis. 6.2 Multi -site system configurations will require a network VoIP assessment. Except where indicated, costs associated with providing this assessment have not been included In the quoted system price. 6.3 Unless otherwise specified, this quotation assumes that the customer will provide all required servers per ShoreTel's minimum software licensing and hardware specifications. At is sole discretion; Black Box may require shipment of these servers to Its offices before Installation far configuration, loading of software, programming and testing. 6.4 This quotation assumes that the customer will provide one (1) static IP address per server and one (1) static IP address per SharoTal switch. 6.5 This quotation assumes that the customer will provide a pre - configured DHCP server to assign IP addresses to the telephones. The server must be capable of adding scope options such as FTP and SNTP. The ShoreTel system server cannot be configured as the DHCP server. Black Box provided configuration assistance on the DHCP server will be performed on a Time and Material basis. 6.6 This quotation does not include assignment of static IP addresses by Black Box in network configurations lacking a DHCP server. Work associated with assigning static IP addresses to individual telephones will be performed an a Time and Materials basis. 63 This quotation assumes there will be sufficient space to Install all applicable equipment in an existing 19 -Inch rack. 6.8 This quotation assumes that the required Category 5 (minimum) wiring Infrastructure Is in place. Except where Indicated, no new wiring has been included. Any work performed to repair station or house cabling will be billed an a Time and Materlal basis, Revision 8/3112015 Purchase Agreement Page 5 7.0 Desktop Applications 7.1 This quotation assumes that the customer vrill supply Personal Computers (PG's) that meet ShoreTel and Black Box Network Services' requirements for all PC based applications (Windows XPNista). Time spent troubleshooting PC related problems wilt be billable on a Time and Material basis, 7.2 This quotation assumes that Implementation of Personal Call Manager PC based applications including, but not limited to. Unified Messaging, PG Console and Computer Telephony Integration (CTI) will be performed by customer personnel. Black Box will provide training and Installation assistance for five (5) PC's. If desired, Black Box can provide additional Installation assistance on a Time and Material basis. 8.0 Recorded Greetings and Prompts 8.1 This quotation assumes that the customer wilt perform as recording of automated attendant greetings and call center related recorded announcements. Stack Box will provide training on the necessary procedures for making these recordings. 9.0 Cutover 9,11 This quotation assumes that Installation and cutover will occur In a single phase. Requests for multiple project phases will result In additional charges. 9.2 With the exception of any system impacting lelco conversions, it has been assumed that all work will be performed during normal business hours This quotation assumes that system cutover, Including telco conversion, will start no later than 5;00 PM. CITY OF EAGLE IDAHO BLA;IBIO ETWORK SERVICE S ate Map o pate te Name ( riot or Type} ����� Title �� Revision 813112015 Purchase Agreement Page 6 SCHEDULE C EQUIPMENT PURCHASE, SOFTWARE LICENSE, INSTALLATION, AND SUPPORT AGREEMENT NETWORK ASSESSMENT REQUIRED FOR (P TELEPHONY IMPLEMENTATIONS A successful 1P Telephony deployment requires a Local Area Network (LAN) infrastructure which has been well designed and configured to act as the foundation for voice traffic. As such, in order for Black Box to provide the highest level of service and quality of installation, we require that an assessment of all customer networks be performed prior to an lP Telephony deployment. The following outlines this requirement: 1.0 Local Area Network Local Area Network (LAN) Infrastructure Is, or will be in place prior to the start of the installation process. This environment must be swhched, as Quality of Service (Qo5) cannot be supported In a shared -menu environment. Any V party work must be completed prior to the start of the Installation process. 2.0 Network Diagram A network topology diagram Is required prior to the Installation of the IP Telephony system, and should Identify equipment In terms of manufacturer, model and function (i.e. hub, switch, router, firewall, etc.). 3.0 Ethernet 5witchas The IP Telephony system requires an Ethernet switch or switches with suffclent port capacity to support all of the IP Telephony devices plus an additional part per voice switch, server, and/or appliance to support connection to the system itself. Each Ethernet switch must meet the following requirements: • Each part is capable of auto - negotiating to t Mnb/s operating at full duplex. • The switch supports 802.10 (ULAN tagging) and 802.1p (prlorily specification) protocols, • The switch is B02.1pIQ compliant and can be interconnected by a method that meets the manufacturer's specifications, This Interconnection of Ethernet switches may take the form of 802.1pfO VLAN fruntrIN and must conform to the IEEE 802.10 standard or another trunking method which ensures that VLAN end priority information remains Intact and unchanged as It moves from one Ethemel switch to another. • Inlerconnection of various VLANS requires a physical Ethernet port an a router or a virtual Ethernet interface on an 802.1pJQ trunk, or proprietary trunk, for every VLAN, which requires connectivity to other VLAN devices. Configuration of router ports, virtual or physical. Is the responsibility of the customer. • Supports 802.3af Power over Ethernet standard (iP Phones require between 7 and 12 Watts of power per phone /porl). Power bricks can be used as alternative power sources. 4.0 DHCP and TFTP Both 0HCP and TFTP services are required for Implementation, The IP Telephony system supports both of these services by default. In the event the customer elects to provide these services from an external source the customer Is responsible for required configuration changes. 5.0 VLANS The Installation of dual port IP Telephony devices requires the configuration of at feast two VLANS. A default VLAN for untagged Ethernet frames Is required to support the Initial boot of the telephone. A second, distinct VLAN Is required to support the voice virtual network. This VLAN number and associated priority MR be distinct and separate from any VLAN and priority numbers configured to support data oriented devices. In large deployments, it Is possible that more than one VLAN will need to be configured to support all of the voice virtual networks. It will be the responsibility of the customer to Implement and test the IP architecture required to support multiple VLANs. The customer must also assign IP addresses required for the IP Telephony devices (static IP addresses for voice switches and servers, DHCP for IP Phones) and provide addressing information to Black Box. 6.0 Wide Area Network Where IP Telephony will be carried across the Wide Area Network (WAN), routers must support QoS machaNsms appropriate for the physical media that comprises the WAN. Class -Based Weighted Fair - Queuing (CBFWQ) and Class -Based Priority Queuing must also be supported. Black Box assumes no responsibility nor can we guaranty voice quality where and to end QoS Is not supported (i.a. carried over the public Internet or other networks that do not support QoS or are altered after Installation). Revision 8131/2015 Purchase Agreement Page 7 NETWORK ASSESSMENT OPTIONS There are several options for ensuring your existing or proposed network Infrastructure will fully and successfully support IP Telephony. Check the option that best fits your needs: Q Black Box has completed a Converged Application Network Assessment (CANA) and Is satisfied that the existing Infrastructure will support IP Telephony and data applications. Q Black Box will perform a Converged Application Network Assessment (CANA) verifying compliance relating to the Implementation of IP Telephony, and corract any deficiencies and/or add the appropriate hardwarelsoftwaro on a fixed bid basis. ID Black Box will perform a Converged Application Network Assessment (CANA) verifying compliance relating to the Implementation of tP Telephony, and correct any deficlencles and/or add the appropriate hardwarelsoftware on a Time and Material basis. Q Black Box will perform a Converged Application Network Assessment (CANA) verifying compliance relating to the implementation of IP Telephony, and will recommend but not correct deficiencies. Customer is responsible for correcting network deficlencies. Q Customer declines Converged Application Network Assessment (CANA) and represents that their network is compliant, as defined above, and will support IP Telephony and data applications. Customer is responsible for correcting network deficiencies. Customer is responsible for any delays and additional tabor and material charges, Any modifications, including the addition or removal of hardware (switches, routers, firawails, elc_), modifying configurations (fiirewall rules, routing, routing protocols, access lists, OoS policies, ate,), or modifying bandwidth outside of the recommendations outlined in CANA report may result in the nullification of the assessment results. This may require a new assessment or additional Proiessional Services outside of this Scope of Mork. CITY OF EAGLE IDAHO BLACK HQ TWORK SERVICES Customer ;signature bale .�.�_. _ 1� a nl Appr© teals Name (Print or Type) Title Revision 813112095 Purchase Agreement Page a