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BLACK BOX
<br />ATTACHMENT D
<br />Exhibit to Schedule A
<br />PERIODIC SERVICES POLICY
<br />This Attachment D describes Vendor's Periodic Services Policy for the Periodic Services which the City ordered on a Schedule A to the Telephone Hardware and Software
<br />Master Purchase and Maintenance Agreement which references this Exhibit. The terms, conditions and features for such Periodic Services, which include any Service
<br />Plans referenced on a Schedule A, may vary depending on the location where the Service is provided, and Vendor will notify the City if this occurs.
<br />laws and regulations and according to the environmental specifications
<br />1. TERM OF SERVICES
<br />The initial term for the Periodic Services is specified in the Telephone
<br />Hardware and Software Maintenance Agreement and will be noted on
<br />Schedule A and renewed automatically at the end of the initial term at Vendor's
<br />then-current rates for successive terms equal to the initial term unless either
<br />party gives the other thirty (30) calendar days prior written notice of its intent not
<br />to renew. .
<br />2. COVERAGE HOURS
<br />Coverage Hours are from 8:00 a.m. to 5:00 p.m., Monday through Friday,
<br />excluding Vendor's recognized holidays, unless otherwise noted in the Service
<br />Plan referenced on Schedule A. The City may change Coverage Hours
<br />consistent with the City's current Service Plan at the beginning of any billing
<br />period with a minimum of thirty (30) days prior written notice.
<br />3. VENDOR RESPONSIBILITIES
<br />Vendor will prepare a Schedule A listing the Products which will be
<br />covered under this Periodic Services Policy. Vendor will perform and respond
<br />to all calls for Corrective Maintenance placed during Coverage Hours in
<br />accordance with the applicable Service Plan(s) referenced on the Schedule A.
<br />Time will be measured on coverage days only. All maintenance may be
<br />performed on-site or from a remote location as determined by the Vendor.
<br />Vendor will provide new parts or like-new parts necessary to repair the
<br />Products. All replaced defective parts will become Vendors property. Tools,
<br />test equipment and maintenance materials necessary for performance of the
<br />Periodic Services will be provided by the Vendor.
<br />Vendor's obligations are subject to manufacturer's discontinuation of
<br />Product(s) and/or Services. In such event, Vendor agree to meet with the City
<br />to discuss alternative solutions and pricing which may include, but are not
<br />limited to, alternative products, T&M maintenance or upgrades.
<br />Vendor will change the maintenance level passwords in accordance with
<br />Vendor's established security policy. These passwords are for the use of
<br />Vendor's service personnel. Vendor may provide this password to the
<br />manufacturer of the Product only for escalated technical support from the
<br />manufacturer. If the City elect to complete manufacturer certification, Vendor
<br />will create a system administration password for the City's use to perform
<br />agreed upon tasks with the database configuration as outlined within
<br />Vendor's security policy. Except as noted herein, the parties agree not to
<br />disclose these passwords without obtaining the prior written consent of the
<br />other party.
<br />Vendor's security policy is available upon request. Vendor reserves the
<br />right to modify its security policy without notice to the City. Vendor is not
<br />responsible for the back up, or security, of the City's information
<br />system(s).
<br />Vendor's services shall be provided in accordance with Vendor's
<br />standard practices, including but not limited to the implementation and
<br />utilization of remote access. Variations from Vendor's standards requested
<br />by the the City may be subject to an additional charge. Vendor shall
<br />provide prior notice to the City of any additional charges under this section
<br />which shall be mutually agreed to by the parties.
<br />4. THE CITY'S RESPONSIBILITIES
<br />The City shall designate one individual and an alternate to be responsible
<br />for coordinating and reporting service calls to the Vendor and for assisting the
<br />Vendor in identifying and/or isolating problems as reasonably requested by the
<br />Vendor. The City agree to permit or arrange for access to the Premises for
<br />Vendor's service personnel and to provide remote access to the Products for
<br />service purposes. In addition, the City agree to provide space at or near the
<br />Products for storage of miscellaneous pieces, parts and drawings, and to
<br />furnish adequate utilities and building services as reasonably required by the
<br />Vendor at the City's expense.
<br />If requested by Vendor, the City will consider implementing, installing and
<br />and updating Software Owner recommended virus protection software, policies
<br />and procedures.
<br />For Convergence and Voice Products, the City will be responsible, if
<br />requested by the Vendor, to provide an up-to-date directory listing for all
<br />telephones indicating extension number, name of employees, functional title
<br />and location.
<br />In the event of the City's default under this Periodic Services Policy or the
<br />applicable Schedule A, and in addition to Vendor's other remedies, Vendor may
<br />immediately cease performance.
<br />established by the Vendor and/or the manufacturer. If either party becomes
<br />aware of asbestos, hazardous materials or concealed conditions on the City's
<br />Premises, such party agrees to notify the other party promptly, and it shall be
<br />the City's responsibility to correct all such conditions.
<br />Vendor reserve the right to cease performing Services after notice to the
<br />City if, in Vendor's reasonable judgment, Vendor's ability to perform such
<br />Services properly and safely is unduly hampered by the City's acts or
<br />omissions, or workplace conditions on the Premises.
<br />The City acknowledge that the Products serviced here under are by no
<br />means invulnerable to network interference or to fraudulent or unauthorized
<br />calls or access, and any such charges shall be the City's responsibility.
<br />6. RELOCATION OF PRODUCTS
<br />Upon ninety (90) days prior written notice, the City may, at the City's
<br />expense, relocate and re-install the Products. If re-installation occurs within the
<br />established travel zone of one of Vendor's offices, this Periodic Services Policy
<br />will remain in effect. If re-installation of a Product(s) is beyond any such
<br />established travel zone, this Periodic Services Policy shall terminate for such
<br />Product(s) without further obligation or liability to either party, except for payments
<br />then due through the relocation date or ninety (90) days after notice, whichever is
<br />later.
<br />7. BILLABLE SERVICEIEXCLUSION FROM SERVICE
<br />In addition to the charges set forth on Schedule A, the City will be billed at
<br />Vendor's current T&M rates for service performed by the Vendor due to any of
<br />the following circumstances:
<br />a) The City's failure to follow Vendor's and/or the manufacturer's
<br />maintenance or operation instructions for the Product; b) corrective action
<br />required as a result of the City application of Software Owner provided
<br />software patches, fixes or updates prior to Vendor's validation; c) theft,
<br />strikes, riots, vandalism, acts of war, lightning, water, fire and other perils;
<br />d) work performed by persons other than Vendor's personnel or without
<br />Vendor's supervision; e) shock, corrosive atmosphere, electrical damage,
<br />accident, air conditioning or humidity control failure; f) service calls
<br />necessitated by products not serviced by the Vendor; g) normal wear and
<br />tear of disposable items such as headsets, magnetic tapes, wet cell
<br />batteries, and operating media; h) service requested outside of Coverage
<br />Hours or on an expedited basis; i) time required to identify or isolate a
<br />problem due to a patch, alteration or repair made by the City without
<br />Vendor's prior written consent; j) any cause other than the City's ordinary
<br />and proper use of the Products; k) work on The City's system resulting
<br />from the presence of a virus; I) services required to accommodate The
<br />City's modifications to network configuration and/or additions of non-
<br />Vendor approved or provided hardware or software; or m) backup
<br />restoration time.
<br />Vendor reserve the right, at the City's expense and at Vendor's current
<br />T&M rates, to inspect any product that has not been serviced by the Vendor
<br />immediately prior to the Effective Date of this Periodic Services Policy and to
<br />require that any nonconforming product meet Vendor's and/or the original
<br />manufacturer's specifications.
<br />If the City permits access to the internal components of the Products to
<br />anyone other than Vendor's employees, agents or subcontractors without
<br />Vendor's prior written permission, Vendor may, in addition to any other
<br />remedies, cancel this Periodic Services Policy, and all future service will be
<br />provided at Vendor's then current T&M rates. Labor and materials for moves,
<br />adds, and changes are not included in this Periodic Services Policy.
<br />5. ENVIRONMENTAL CONDITIONS
<br />As a precondition to Vendor's duty to provide Periodic Services, the City
<br />agree to provide and maintain the Premises in compliance with all applicable
<br />PSP-01-08 (08/05) Page 1 of 1
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