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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EXHIBIT D PERIODIC SERVICES POLICY This Exhibit describes our Periodic Services Policy for the Periodic Services which you ordered on a Schedule A to the Master Agreement for Products and Services which references this Exhibit. The terms, conditions and features for such Periodic Services, which include any Service Plans referenced on a Schedule A, may vary depending on the location where the Service is provided, and we will notify you if this occurs. 1. TERM OF SERVICES The initial term for the Periodic Services will be noted on Schedule A and renewed automatically at the end of the initial term at our then - current rates for successive terms equal to the initial term unless either party gives the other thirty (30) days prior written notice of its intent not to renew. We may modify the terms of this Exhibit or a Service Plan upon sixty (60) days prior written notice which shall become effective unless you notify us otherwise in writing at least thirty (30) days prior thereto. THE INITIAL TERM FOR THE PERIODIC SERVICES AND ANY RENEWAL TERM ARE NON - CANCELABLE EXCEPT AS PROVIDED IN SECTION 6 HEREIN. 2. COVERAGE HOURS Coverage Hours are from 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding our recognized holidays, unless otherwise noted in the Service Plan referenced on Schedule A. You may change Coverage Hours consistent with your current Service Plan at the beginning of any billing period with a minimum of thirty (30) days prior written notice. 3. BLACK BOX RESPONSIBILITIES We will prepare a Schedule A listing the Products which will be covered under this Periodic Services Policy. The Product listing and the corresponding invoice amount may be adjusted at our option every thirty (30) days to reflect any inventory changes. We will perform and respond to all calls for Corrective Maintenance placed during Coverage Hours in accordance with the applicable Service Plan(s) referenced on the Schedule A. Time will be measured on coverage days only. All maintenance may be performed on -site or from a remote location as determined by us. We will provide new parts or like -new parts necessary to repair the Products. All replaced defective parts will become our property. Tools, test equipment and maintenance materials necessary for performance of the Periodic Services will be provided by us. Our obligations are subject to manufacturer's discontinuation of Product(s) and /or Services. In such event, we agree to meet with you to discuss alternative solutions and pricing which may include, but are not limited to, alternative products, T &M maintenance or upgrades. We will change the maintenance level passwords in accordance with our established security policy. These passwords are for the use of our service personnel. We may provide this password to the manufacturer of the Product only for escalated technical support from the manufacturer. If you elect to complete manufacturer certification, we will create a system administration password for your use to perform agreed upon tasks with the database configuration as outlined within our security policy. Except as noted herein, the parties agree not to disclose these passwords without obtaining the prior written consent of the other party. Black Box's security policy is available upon request. Black Box reserves the right to modify its security policy without notice to you. Black Box is not responsible for the back up, or security, of Customer's information system(s). Black Box's services shall be provided in accordance with Black Box's standard practices, including but not limited to the implementation and utilization of remote access. Variations from Black Box's standards requested by the Customer may be subject to an additional charge. Black Box shall provide prior notice to the Customer of any additional charges under this section which shall be mutually agreed to by the parties. 4. CUSTOMER RESPONSIBILITIES You shall designate one individual and an alternate to be responsible for coordinating and reporting service calls to us and for assisting us in identifying and /or isolating problems as reasonably requested by us. You agree to permit or arrange for access to the Premises for our service personnel and to provide remote access to the Products for service purposes. In addition, you agree to provide space at or near the Products for storage of miscellaneous pieces, parts and drawings, and to furnish adequate utilities and building services as reasonably required by us at your expense. If requested by Black Box, Customer agrees to implement, install and update Software Owner recommended virus protection software, policies and procedures. For Convergence and Voice Products, you will be responsible, if requested by us, to provide an up -to -date directory listing for all telephones indicating extension number, name of employees, functional title and location. For CTI /IDN Products, you shall provide a Black Box - approved power conditioner to support the contracted network server and other critical components. It is your responsibility to maintain backup media, systems and procedures sufficient to meet your internal restoration time requirements. In the event of your default under this Periodic Services Policy or the applicable Schedule A, and in addition to our other remedies, we may immediately cease performance. 5. ENVIRONMENTAL CONDITIONS As a precondition to our duty to provide Periodic Services, you agree to provide and maintain the Premises in compliance with all applicable laws and regulations and according to the environmental specifications established by us and /or the manufacturer. If either Black Box Telephone Hardware and Software Master Purchase and Maintenance Agreement 2013 28