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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of loss unless the loss is caused by the Vendor's negligence or that of the Vendor's agents or subcontractors. 1.2.5 Installation Responsibilities. Site preparation and Product installation responsibilities of both the City and the Vendor will be described on the Installation Responsibilities Policy (Attachment E), if applicable. The Vendor will make all reasonable efforts to complete the installation by the intended Installation Date specified on a Schedule A. The Vendor will notify the City of the actual Installation Date and the City agrees, on request, to sign the Vendor's cut over or installation certificate. Minor omissions or variances in the installation or performance of any Product that do not materially affect the operation of the Product as a whole will not affect or postpone the Installation Date and will be noted by the City. 1.2.6 Acceptance of Products. A Product will be deemed accepted by the City thirty (30) business days after its Installation Date, unless the City notifies the Vendor in writing within such period of any non - conformities. Upon such notice, the Vendor will promptly correct any non - conformities so that the Product meets the specifications of the Schedule A. A product will be deemed accepted by the City if all non - conformities have been resolved and remain resolved for an additional thirty calendar (30) days from the date of the correction of the non - conformity. 1.2.7 Software License. The Vendor grants the City a non - exclusive, fully paid, perpetual license to use the Software, but only in conjunction with the equipment or Product with which it is licensed and installed. The City acknowledges and agrees that it will have no title or ownership rights to such Software. In addition, the City agrees to abide by the terms of and /or to execute any software license agreement required by the Vendor or the Software Owner and purchased by the City, as noted on a Schedule A, or required by the Software Owner to receive a Product update, enhancement or new release and said provisions of the software license agreement will be in addition to the terms and provisions contained in this Subsection 1.2.7. The City acknowledges and agrees that the Software is a trade secret of the Software Owner and /or the Vendor. The City agrees to take all reasonable precautions to protect the trade secret nature of the Software and to prevent its disclosure to unauthorized personnel. The City understands that it may make one back -up copy of the Software, but agrees not to otherwise copy, modify, translate, reverse compile, decompile or reverse engineer the Software. 1.2.8 Meetings: The City is relying on the Vendor to provide the City with information regarding changes in Avaya or general information about new products. The Vendor agrees to meet with the City at least every six (6) months or as needed and requested by the City. 1.2.9 City Equipment: The Vendor will unload, uncrate and install Equipment in the server room. The Vendor will remove all packaging from the premises. The following City telephone equipment will be included in the resultant maintenance contract; the Vendor certifies that it is an authorized distributor of all equipment listed below. The City will have the ability to add or delete telephone equipment during the term of the contract. a) Site Information- Municipal Building at 630 E. Hopkins Street, San Marcos, Texas Black Box Telephone Hardware and Software Master Maintenance and Purchase Agreement 2013 7