Resolution No. 5796
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RESOLUTION NO. 5796
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A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF VERNON APPROVING AND AUTHORIZING
THE EXECUTION OF AN EQUIPMENT MAINTENANCE
AGREEMENT (7/1/90 THROUGH 9/30/90) BY AND
BETWEEN THE CITY OF VERNON AND A. L.
COMMUNICATIONS, INC. FOR MAINTENANCE OF
THE CITY'S PRESENT TELEPHONE SYSTEM
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WHEREAS, the City of Vernon is desirous of obtaining
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telephone maintenance services for the City's telephone system;
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and
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WHEREAS, Bruce V. Malkenhorst, the Director of Finance,
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has recommended by letter to the Finance Committee on July 2,
1990, that an agreement be approved with A. L. Communications,
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Inc. to provide telephone maintenance services based upon the
recommendation of Edward Cooney, the City's Financial
Consultant.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon
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hereby finds and determines that the recitals contained
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hereinabove are true and correct.
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SECTION 2: The City Council of the City of Vernon
hereby approves the Equipment Maintenance Agreement, 7/1/90
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through 9/30/90, a copy of which has been presented to the City
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Council concurrently with this resolution and the City Council
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hereby orders said Agreement to be received and filed by the
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City Clerk.
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SECTION 3:
The city Council of the city of Vernon
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hereby authorizes the Mayor and the City Clerk to execute said
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Agreement for, and on behalf of, the City of Vernon.
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SECTION 4: The City Clerk of the City of Vernon shall
certify to the passage of this resolution and thereupon and
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thereafter the same shall be in full force and effect.
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ATTEST:
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BRUCE V.
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APPROVED AND ADOPTED this 7th day of August, 1990.
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....- LEONIS C. MAL URG, Ma or
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MALKENHORST, City Clerk
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STATE OF CALIFORNIA )
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COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST, City Clerk of the City of
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Vernon, do hereby certify that the foregoing Resolution, being
Resolution No. 5796, was duly adopted by the City Council of the
City of Vernon at a regular meeting of the City Council duly
held on Tuesday, Auqust 7. 1990. and thereafter duly signed by
the Mayor of the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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( SEAL)
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Sc::::H:EDULE A
SYST~ EQUIPMENT Sl:.JMJ:-1:.ARY
A.L. COMMUNICATIONS, INC.
CUSTOMER: city of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
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EFFECTIVE DATE: 7/l/90-9~90
SYSTEM TYPE: Mitel SX200/Gl003 PBX System
and associated station equipment
SYSTEM CONFIGURATION: CIRCUITS
PORTS
Attendant Console 2
Analog Stations
Digital ONS Stations 72
Off Premis Station Ports 12
Analog Superset Ports
Digital Superset Ports 60
Digital Line Circuits
Analog Trunks (C.O. 2 wire)
Digital Trunks (C.O. 2 wire) 48
Call Accounting Port 1
Remote Maintenance 1
Paging Port 1
Cabinets 2
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72
12
60
48
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2
TOTAL PORTS................................... .198
STATION EQUIPMENT:
1) Single line phones
2) Superset Phones
EQUIPMENT NOT INCLUDED UNDER MAINTENANCE:
1) 911 Equipment and Phones in Dispatch area.
2) Radio Equipment.
3) Long Distance dialers or telco circuits
4) Any moves and changes will be billed at per call rates
5) Existing Paging system will be covered on a time and
material basis for all moves, changes, and repair.
NOTE: We will provide service or consulting to the above
equipment on a time and material basis.
City of Vernon
A.L. Communications ~
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EQUIPMENT MAINTENANCE AGREEMENT
A.L. COMMUNICATIONS, INC.
EMA OJV-1990A
THIS EaUIPMENT MAINTENANCE AND SERVICE AGREEMENT ('Agreement') is made and entered into by and between
A.L. COMMUNICATIONS, INC. (hereinafter referred to as 'ALC'), and:
aJSTCMER: City of Vernon
(hereinafter referred to as'Custoler')
ADDRESS: 4305 Santa Fe Ave.
Vernon, CA 90058
o::Nl'ACT: Ed Cooney
~: 213-583-8811 FAX:
ADDRESS AND LOCATlOO OF SYSTEM: Same
Effective Date: 7/1/90 thru 9/29/90
IN CONSIDERATION Of THE MUTUAL COVENANTS, CONDITIONS AND AGREEHENTS HEREIN CONTAINED AND OTHER VALUABLE
CONSIDERATION. THE RECEIPT Of WHICH IS HEREBY ACKNOWLEDGED, ALC AND CUSTOMER AGREE AS fOLLOWS:
The lonthly charge shall be $ 576.00 based on $~ per port per lonth. Indicate choice of payment by
check and/or purchase order: Monthly: $ 576.00 auarterly: $ Yearly: $ SEE LETTER
TERMS AND CONDITIONS
1.MAINTENANCE SERVICES.
1.1. Pursuant to the terms and conditions of this Agreement, the VENDOR shall provide the CUSTOMER
during the terl of this Agreement and with respect to the Equiplent described in Schedule A, Syste.
Equipment SUllary. the services summarized as follows:
1.1.1. Reledial laintenance services upon request by the CUSTOMER in order to restore lalfunctioning
cOlponent parts of the Equipment to proper working order.
1.2. Remedial maintenance response times are as follows:
1.2.1. With respect to a Major Halfunction of the Equipment (defined as the failure of a console or 25%
of your telephone service). The VENDOR will respond to the CUSTOMERS request for service within two (2)
hours.
1.2.2. With respect to a Hinor Malfunction of Equiplent. the VENDOR will respond to the CUSTOMER
prelises between the hours of 8:00 a.l. and 5:00 p.I., Monday thru friday, excluding national holidays.
within twenty-four (24) hours frol the tile the VENDOR first receives the CUSTOMER'S request for Reledial
Haintenance and will cOlplete such repairs as soon as reasonably practicable
1.3. Requests for service after 5:00 p.l. Monday thru friday; Saturday or Sunday; or any national holiday
will incur a $240.00 surcharge per callout in the event that ALC lanagelent deterlines that a Major
lalfunction has not occurred.
1.4. Any aaintenance or service work perforled on the EquiPlent by others during this period of this
Agreelent without the written consent of the VENDOR shall cause this agreelent to becole null and void.
1.5. The CUSTOMER shall provide and maintain an albient rool temperature frol 41 degrees f. to 85 degrees
f., leasured 1 1/2' frol the outside center of the telephone EquiPlent cabinet.
1.6. Maintenance does not include any services necessitated by, or of the type described in, any; of the
following:
1.6.1. An act or event occurring external to the Equiplent which causes, either directly or indirectly,
a failure or lalfunction in the Equiplent.
1.6.2. Coordination of troubleshooting and isolation of Telco facilities, other cOlmon carrier (OCC)
equiplent, cOlputer and/or data couplers, modelS or peripheral circuits.
1.6.3. Labor and aaterial costs for replacement of those co.ponent parts subject to norlal wear and tear
which have been out of warranty for over 5 years and do not affect the operational condition of the
equip,ent.
1.6.4. Labor and laterial costs of additions, changes, relocations, relovals, operating supplies,
accessories or specification of engineering changes resulting frol CUSTOMER requests.
1.6.4.1. Response tiles for adds, loves and/or changes will be five working days for dilinutive
tasks, ten working days for larger tasks. If special orders for equiplent are involved, response tiles
lay be affected by back orders or drop shipments frol suppliers.
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Equipment Maintenance Agree.ent.. ..Page 2
1.6.4.2. The labor charge for items listed in section 1.6.4.1. will prevail at AlC's current labor
rate between the hours of 8:00 a.'. and 5:00 p... Monday thru Friday, with a mini.uI of one hour labor
per call. When CUSTOMER requests for service are to be performed or completed after 5:00 p.m. or on
national holidays, the labor will be prorated and charged at time and a half the current labor rate.
2. THE CUSTOMER HEREBY AGREES THAT AlC SHAll NOT BE lIABLE TO THE CUSTOMER FOR ANY DAMAGES, INJURIES, OR
lOSSES, INCLUDING LOST PROFITS, INCOME OR SAYINGS, BUSINESS INTERRUPTION OR ANY OTHER SPECIAL, GENERAL, INCI-
DENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ALC'S INABILITY TO RESPOND OR PROYIDE REPAIR OR MAINTENANCE
SERYICES WITHIN EITHER TWENTY-FOUR (24) OR FOUR (4) HOURS OF ANY SUCH REQUEST. .
2.1. AlC shall not be held responsible or liable for any prior or existing laintenance .alfunc-
tions.
2.1.1.1 This would include, but not necessarily limit, any custOI designed or modified circuits or
equipment.
3. TERM AND RENEWAL. This agreement shall be in effect upon receipt of the maintenance charge in advance
by ALC for a period of one (1) year frol the effective date. This agreement shall automatically be renewed
each year for a successive one (1) year term unless ALC or Customer shall provide written notice of
cancellation to the other not later than sixty (60) days prior to the expiration of the annual terl.
4. CUSTOMERS DUTY TO NOTIFY. Customer agrees to prolptly notify ALC of failure of any item of equipment
and ALC shall provide .aintenance in accordance with the terms of this agree.ent and its norlal operating
procedures.
5. GRANT OF ACCESS. Custoler will pertit or arrange for access to the premises where the equip.ent is
located by AlC for any installation andlor maintenance of the equipment required of ALC under this
Agreelent. Customer shall also cooperate with ALC in obtaining all necessary consents and waivers frol the
owner of the premises or any other person whose consent or waiver is necessary, proper, or required in
connection with the maintenance of the Equipment.
6. DEFAULT IN PAYMENT. If the Customer shall fail to pay any sum due and owing to ALC hereunder, or fail
to perform any other obligation imposed on it hereunder, then, in addition, to any and all other remedies
available to ALC at law, or in equity, or under the terls of this Agreement, AlC may: (i) collect interest
on the sum then due and owing at the maximum rate allowed by law until paid in full: (ii) collect a service
charge of $ nla for each week the installlent paYlent is delinquent; (iii) cease any laintenance work
that may be required, pending, scheduled, or in progress; (i~) cease perforaing any of AlC's other
obligations i.posed hereunder: (v) declare, without notice or deland to the Custoler, all a.ounts relaining
unpaid under this Agree.ent il.ediately due and payable: (vi) terlinate this Agreelent upon thirty (30) days
written notice to the Custoler.
7. RESERYATION OF RIGHTS AND REMEDIES UPON DEFAULT. The exercise of any right or reaedy available toAlC
upon the occurrence of any event of default'by the Customer, shall not preclude the exercise of any other
right or remedy which lay be available to AlC. In addition, neither the acceptance of any partial or delin-
quent payment by AlC nor AlC's failure to exercise any of its rights or re.edies on the default of the
Customer shall constitute a waiver of the default, a waiver of any right or reledy, a aodification of this
Agree.ent or Custoler's obligations hereunder, or a waiver of any subsequent default by the Custoaer.
a. SUSPENSION OF OBLIGATIONS AND PERFORMANCE BY AlC. AlC's obligations and perfor.ance hereunder shall be
suspended to the extent and for the period that it is hindered or delayed by reason of delays'or causes be-
yond ALC's control, {including, but not lilited to: labor disputes, strikes, job actions, work stoppages,
acts of God, fire, storl, water, war, theft or destruction of equiplent, transportation and delivery delays,
governlental actions, orders or decrees, or Janufacturerlsupplier delays}.
9. IRREVOCABILITY. Upon approval, acceptance and execution of this agree.ent by a duly authorized officer
of AlC, this Agreement shall becoae irrevocable, effective, and binding on both the Custoler and ALC, except
however, nothing set forth herein shall be deemed or construed as precluding ALC froa ceasing its
perforaance hereunder upon the breach or default of the Customer.
10. ASSIGNMENT. The teras and provisions of this Agreelent shall be binding upon and inure to the benefit
of the heirs, executors, adlinistrators, and successors of the parties hereto. AlC shall have the sole and
absolute right to delegate the perfor.ance of its obligations hereunder. to subcontractors or independent
contractors, but AlC shall relain responsible to the Custoler for the perforlance of any duties, obligations
or work that is so delegated.
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Full Maintenance Agreement....Page 3
11. PARTIAL INVALIDITY. If any term, covenant, condition or provision of this Agreement is held by any
Court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
remain ,in full force and effect and shall be in no way affected, impaired or invalidated.
12. ENTIRE AGREEMENT. This Agreement, together with all Exhibits and Schedules attached hereto and incorpo-
rated herein, contains the entire Agreement of the parties with respect to the matters covered herein; and it
supersedes any and' all prior proposals, quotes, negotiations, agreements, contracts and understandings
between the parties with respect to the matters covered hereim. No other prior or contemporaneous proposal,
quote, negotiation, agreement, statement or promise made by any party, or any employee, officer or agent of
any party or other entity which is not contained herein shall be binding or valid. This Agree.ent lay not be
modified or amended, except by a writing, signed by both parties.
13. AUTHORITY TO SIGN: JOINT AND SEVERAL LIABILITY. If Customer is a corporation or partnership, the per-
son signing this Agreement on behalf of such corporation hereby warrants that he has full and complete author-
ity to form such corporation or partnership to sign this Agreement and to obligate the corporation or partner-
ship hereunder. Said person and the corporation or partnership shall be jointly and severally liable.for all
SUIlS that lay be due and owing to ALC hereunder, including attorney's fees and costs.
14.INTERPRETATION AND CONSTRUCTION. The language in all parts of this Agreement shall in all cases be
simply construed according to its fair meaning and not strictly for or against ALC or the Custoler. The
parties hereby waive Section 1654 of the California Civil Code. and all holdings and decisions which state
that in cases of uncertainty, the language of a contract should be interpreted most strongly against the
party who caused the uncertainty to exist.
15. NUHBER AND GENDER. In this Agreement, the neuter gender includes the felinine and masculine. and the
singular number includes the plural, and the word 'person' includes corporation, partnership, fitl or associa-
tion wherever the context so requires.
16. CAPTIONS. Captions or articles, sections or paragraphs of this Agreement are for convenience and refer-
ence only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions of this agreement.
17. ATTORNEY'S FEES. If any legal action, arbitration or other proceeding is brought for the enforcement
of this Agreement, or on account of an alleged breach, dispute, default or misrepresentation in connection
with any of the provisions of this Agreement, or any schedule or exhibit incorporated herein, then the suc-
cessful or prevailing party in such action shall be entitled to recover from the other party actual attor-
neys' fees and all other costs and expense incurred in any such action or proceeding, in addition to any
other relief or damages to which the prevailing party may be entitled to.
18. CHOICE OF LAW. This Agreement shall be governed and construed under and in accordance with the laws of
the Sate of California.
IN WITNESS WHEREOF, the parties hereto have hereby set their hands and seals on the day and year written
hereinbelow, at San Dimas, County of Los Angeles, State of California.
A.L. COHMUNICATIONS (ALC)
A California Corporation
(NOT VALID UNTIL ACCEPTED BY A.L. COMHUNICATIONS)
CUSTOMER
By: Alan LaBossiere
(Name-Please print)
/1A~
( Signatu~
President
(Title)
(;-It-9a
(Date)
City of Vernon
(Fin Name)
By: Leonis C. Malburg
(Name-Please print)
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-(~nature)(
Mayor
(Title)
Au
(Date)
Attest:
Bruce V.
City Clerk
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1990
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