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TELEPHONE HARDWARE AND SOFTWARE MASTER PURCHASE AND MAINTENANCE AGREEMENT This Agreement is made this the 31s' day of March, 2009, 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, ("Vendor"), 2800 Post Oak Boulevard, Suite 200 Houston, Texas 77056 for the provision of telephone hardware and software maintenance services for the City's current Nortel telephone system ("Services") 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 Nortel telephone system, related equipment and Nortel software (the "System"). The System consists of four (4) Nortel telephone switches, one (1) Voice-Over IP ("VOIP") signaling gateways with two (2) survivable remote gateways, and one (1) Nortel Network Key System, all of which are networked together, with Call Pilot from an Option 61 switch. 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 an authorized distributor of Nortel Networks equipment. 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, Black Box Telephone Hardware and Software Master Maintenance and Purchase AV cement