Res 2014-005/Approving a telephone hardware and software master purchase and maintenance agreement w/Norstan Communications dba Black Box Network services

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TELEPHONE HARDWARE AND SOFTWARE MASTER PURCHASE AND MAINTENANCE AGREEMENT This Agreement is effective this the 7th day of January, 2014, between the City of San Marcos, Texas ( "City "), 630 East Hopkins, San Marcos, Texas 78666 and Norstan Communications, Inc. d /b /a Black Box Network Services (the "Vendor "), with an office located at 1155 Kas Drive, Suite 200, Richardson, Texas 75081 for the provision of telephone hardware and software maintenance services ( "Services ") for the City's current Avaya VOIP telephone system (the "System ") and for the purchase of additional hardware and software ( "Products "). The City and the Vendor agree as follows: ARTICLE 1 VENDOR'S SERVICES AND RESPONSIBILITIES 1.0 STANDARDS OF PERFORMANCE 1.0.1 The Vendor is responsible for the provision of Services under this Agreement for the City's current Avaya VOIP telephone system, related equipment and Avaya software (the "System "). See the attached Schedule A for an inventory of the covered components. In addition, the Vendor will be responsible for the provision of Products as requested by the City. 1.0.2 The performance of the Services by the Vendor in connection with this Agreement will be by persons appropriately trained and certified under State, local and Federal laws governing the services to be provided under this Agreement. The Vendor represents that it engages in the business of providing the Services and Products to customers, that it has extensive knowledge in technology and current trends related to these telephone systems and that it performs the Services in its normal and customary course of business. The Vendor understands that the City, compared to the Vendor, is relatively unfamiliar with the types of Products and Services required under this Agreement and in executing this Agreement relies on the Vendor's superior knowledge of these types of Products and Services. In performing the Services under this Agreement, the Vendor will use that degree of care and skill ordinarily exercised for similar projects by Vendors who possess special expertise in the types of Services involved under this Agreement. The Vendor certifies that it is a certified authorized distributor of Avaya Products. 1.0.3 No work under this Agreement will be subcontracted by the Vendor without prior written approval from the City, and such approval will not be unreasonably withheld. Any work or Services subcontracted under this Agreement will be specified by separate written Agreement between the Vendor and its subcontractors and will be subject to each provision of this Agreement. 1.0.4 Any provisions in this Agreement pertaining to the City's review, approval and /or acceptance of written materials prepared by the Vendor and /or its subconsultants, contractors, and subcontractors in connection with this Agreement will not diminish the Vendor's responsibility for the materials. Black Box Telephone Hardware and Software Master Maintenance and Purchase Agreement 2013