Resolution No. 6129
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RESOLUTION NO. 6129
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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 / 1/92
THROUGH 6/30/93) 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 requires telephone maintenance
8 services for the City's telephone system; and
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WHEREAS, A.L. Communications, Inc. has maintained the
10 City's telephone system in the past; and
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WHEREAS, the Finance Committee of the City of Vernon on
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1992
recommended that an
agreement with A.L.
13 Communications, Inc. to provide telephone maintenance services for
14 an additional year be approved by the City Council.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
16 CITY OF VERNON AS FOLLOWS:
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SECTION 1: The City Council of the City of Vernon hereby
18 finds and determines that the recitals contained hereinabove are
19 true and correct.
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SECTION 2: The City council of the City of Vernon hereby
21 approves the Equipment Maintenance Agreement covering the period
22 from July 1, 1992 through June 30, 1993, a copy of which has been
23 presented to the City Council concurrently with this resolution, and
24 the City council hereby orders said Agreement to be received and
25 filed by the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
27 authorizes the Mayor and the City Clerk to execute said Agreement
28 for, and on behalf of, the City of Vernon.
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SECTION 4:
The City Clerk of the City of Vernon shall
2 certify to the passage of this resolution and thereupon and
3 thereafter the same shall be in full force and effect.
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7 AT~
8 BRUCE V.
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APPROVED AND ADOPTED this 7th day of July, 1992.
City Clerk
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-- LEONIS C. MALBUR., Mayor.
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1 STATE OF CALIFORNIA )
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2 COUNTY OF LOS ANGELES )
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I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon,
4 do hereby certify that the foregoing Resolution, being Resolution
5 No. 6129, was duly adopted by the City Council of the City of Vernon
6 at a regular meeting of the City Council duly held on Tuesday, July
7 7, 1992, and thereafter was duly signed by the Mayor of the City of
8 Vernon.
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B~. MAL~
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EQUIPMENT MAINTENANCE AGREEMENT
A.L. COMMUNICATIONS, INC.
8926 Benson Ave, suite A Montclair, CA 91763
714-949-8955
EMA VER-D245
THIS EQUIPMENT MAINTENANCE AND SERVICE AGREEMENT ('Agreement') is made and entered into by and between
A.L. COMMUNICATIONS, INC. (hereinafter referred to as 'ALC'), and:
CUS'l'01ER: THE CrT! ~ OF VERNON
(hereinafter referred to as'Customer')
ADDRESS: 4305 SANTA FE AVENUE
VERNON, CA 90058
CONTACT: DELORIS FONSECA
TELEPHONE: 213-583-8811 FAX:
ADDRESS AND LOCATION OF SYSTEMS: SAME AS ABOVE
Effective Date: 07/01/92 thru06/30/93
IN CONSIDERATION OF THE MUTUAL COVENANTS, CONDITIONS AND AGREEMENTS HEREIN CONTAINED AND OTHER VALUABLE CON-
SIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, ALC AND CUSTOMER AGREE AS FOLLOWS:
AGREEMENT:
Al'
d
agreement documents, schedules,
that any work called for in
as if mentioned in alL agreement
descriptions, and exhibits are intended to cooperate and be
one and not mentioned in the other, or vice versa, is to be
documents.
cQmplimentary so
executed the same
The monthly charge shall be $ .793.60 based on 3.10 PER PORT
check andlor purchase order: Monthly: $ ~ Quarterly: $ NIA
per month. Indicate choice of payment by
YEARS $ 8,729.6C
TERMS AND CONDITIONS
1.HAINTENANCE SERVICES.
1.1. Pursuant to the tens and conditions of this
in~ the term of:his Agreement and ~ith respect
S.jj;,iilary, :~ii:st:~'j:C:c5 Si.iillffiar izedas -fol'lows:
1.1.1. Remedial iiiai:itenance services upor, request by the CUSTOMER in order to restore andlor replace
~alf~"ctlc~l:,; C~~~o"en: parts of the Equipment to proper working order.
1.2. Remedial ~a:"tena"ce response times are as follows:
~ ~. ~i~~ 7es;ec~ ~o 0 Major Malfunction of the Equipment (defin~d as t~c failuic of a con501cor2~%
07 /0.: :t:i';~.c;." seT;:lc.;;. T~,e VG;80R \l;ill ~cs;ond to the CUSTOMERS reques: for service within two (2)
Agreement, the VENDOR shall provide the CUSTOMER dur-
to the Equipment described in Schedule A, System Equipment
;i\)ij is.
:.2~2. ~i~~ ~~SPEct ~J a Minor Xalf~nction of ~~~i~ffient, t~e VENDOR ~ill respond to the CUSTOMER pre-
mises betiO€<';, the hOiiTsof 8:00 a.lii. and S:OC p.m.. Monday thri,; Friday, excluding national holidays, lOith-
:r, t..Hty-tOi,- ::~: ~,Oiirs ~roi!i t~,et:;;;c t~!C ,/[~;jCF: first :€Celves tr,e CUSiGMER'S request for Remedia~
Xaiiit~il:aiiCea~:~~::l complete suc~. repa:rs as soon as reasonably PTcc-ticablc.
1.3. ~e;<uests for service after S:OO iO.ii:. ~O;i'::ay t;',r~ friday; Soti,;rday or Su;:day; or aiiy iiat:onal holiday
"ill l"Ci,r c$2~O .00 siirchar;e ;er callOut ll. t~,e event that ;,~t maiiagement determines that a Majo, ffia~-
~Jrlct:oi,r;as ;iC: occurred.
:.4. M;'i :;,a::.:e-,ar,ce or ~C' ~.~c ..orK ;er~c::;,ec t~.e ~:;~i;;;uer,t ~y o:~.ers c~r:~.; ....~ ;;eri\id o~ ..I.:'
A;ree>>,cii: "lt~,~~t t~.e ii,lttet, cOl.se:,:0f the VENDOR sholl cause this agreeiiie,.t to beco"-e :.Ud and void.
:.S. ;1-;\: C:;S'TOMER sr:al: ~~ovide arid maintain an ambient room :eUiperat;.iie fro;;; ;: ~e;iees ~. tc SS cegrees
; ., measuied : :!2" 7:0" the outside center of the telephone Equipment cabinet.
1.6. Mai~,te;;ar:ce ~OeS iiot include any serVlces ;,ecessitated ~y, or of :he type descri~ed iii, ai./; o~ :~,e
follo~iii~:
1.6.:. An act or e~eiit occurring external to the equipment which ca~ses, either directly or lndirec:lf~
a fc.i:u;c \jrrr,alfurlctio~~ij ~he Equipment.
. _"'_. _..., ~ ~,l, I..,....!..l..._!..,;......&.:....
_.v; 1,.....,-:.. .'.ii/",i ...i,V....UJ.e:;:lIjvVl,....,,~ ana
isolation of Telco facilities, other cO~ffibn'tarrier {:tc1
eG~lpme~~ co];~t6~ 6n~;0rda~a ,c0J~lers~ modems 0; ;e:~~~er&l circ~its.
:.6.3. ~?IC Jloter:sl -:-cs:scf c.cdi::G~;~) :~5~i;cst:elocations, removals! uperating su';pl:es, aCces..
sories 0~-speciticc~i~:-: ofengineerir!; changes res~ltingfroffi CUSTCMER requests.
1.6.3.~. Respc.nse times for adds, ..oves ar,d!vr changes ;.illl ~e five ;.iorking da'fs for diminuive:asks,
ter, ;.;orkin;; dai's fer larger tasks. :f special orders for eq~ipffient are ~i:'volved, response times may be
affecte::by:ac.korcefs- or drop shi~m€nts from suppliers.
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Equipment Mai.ntenance Agreemer,t... .Page 2
l.&.3.2. ~~e labor" charge for items list-ed in section 1.b.2.thT\; 1.6.3.1 wil~prevail at ALe's
current labo~ rate ( see attached Per Call Agreement for current rates) between the hours of 8:00 a.m.
and 5:00 p.m. Monday thru Friday, with a minimum 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 SAVINGS, BUSINESS INTERRUPTION OR ANY OTHER SPECIAL, GENERAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF ALC'S INABILITY TO RESPOND OR PROVIDE REPAIR OR MAINTE-
NANCE SERVICES WITHINEIrHER 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 maintenance malfunc-
tions.
2.1.1.1 This would include, but not necessarily limit, any custom designed or modified circuits or
equipment.
3. TERM AND RENEWAL. This agreement shall be in effect upon receipt of the maintenance charge in advance
byALC for a period of one (1) year from 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 cancella-
tion to the other not later than sixty (60) days prior to the expiration of the annual term.
3.1. All remaining remote maintenance and system training hours not used by the Customer, as noted in the
Special or Executive EM~ packages, during the term of this agreement, shall not be extended or accumulative
in the event thaLthis agreement is renewed.
4. CUSTOMERS DUTY TO NOTIFY. Customer agrees to promptly notify ALC of failure of any item o.f equipment
and ALC shall provide maintenance in accordance with the terms of this agreement and its normal operating
procedures.
5. GRANT OF ACCESS. Customer iliill permit or arrange fOT access to the premises where the equipment is
located by ALC for any installation and/or maintenance of the equipment required of ALC under this Agree-
ment. Customer shall also cooperate with ALCin obtaining all necessary consents and waivers from the owner
of t~;e 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 unde, the terms of this Ag,et:iierrt, ~LC may: (i) collect interest on
:.h~ sum then due and Owing at :he rmi;;.um to:'" allowed by law urrtil paid in full: (ii) collect a service
charge of $~for each week the irrstallffie~:' ~ayment is delinquent; (iii) cease any maintenance work that
"aT ~e ,equired, pendi;;g, scheculed, or ii, progress; (iv) cease performing a"y of ALe's other obligations
:,.::,se: ~,treunde'; (v) declare, ;.;ithoutnc:ice c, de:mc :.c the Customer, all amounts remaining unpaid under
th:s Agreeu:ent immediate:,. Gue and ;oi3~:t; (vi; terminate this Agreement U~vii thir:.y (30) dal's iliTi::eii
~~~~cc :0 :~e Customer.
:. RESERVATION OF RIGHTS AND REMEDIES UPCN DEFAULT. The exercise of any right or remedy available to ALC
~;Ci; :~:e cccurreilce of a:IY e-vejitofdefa~::by ~hc Ci1stOiil€.r, shall not~icc:i.tde the exercise of any other
<;~t or remedy ,;hich iilay be available to A~C. :n addition, neither the acceptance of any partial or delii;-
~~C~1~ paYient ~f A~C~orALC's ~ail~re :0 exer:~se aty of its rights or re~edie5 on the default cfthe Cus-
~Offi€" sha:l const.:t~t€ a~Qiver c: t~le d€fc~~:, c ~civei of any right Oi remedy, c. ffiocificationo~ t~:is
Agre6:iI€iitoi Cl.tst~@€'~ 's vtl:gQ::~~,s ~,erc~~,Gt: t ::- a ~oivei of any subScQijent default ~y~heC~stomeT.
8. SUSPENSION OF OBLIGATIONS AND.. PERFORMANCE BY ALC. A~C's obligatiiir,s and perfiiriiiance r.eieiJr,oe. shall be
S~5;~ndec~c thi extc~:aj;c f:i ..~~~. ;~~:0d :~Q~:t :z hindered C~ delayed ~i 7ea50~ ofdelays'o: causes
~~i0~~ A~:'~:C~~~O~f (~:c:~~:~;, but ~0~ :imi:ed :0: labor rliS~Jte5, strikes, ~ob actions, ~orkstoppa;es,
Ge:s ~f Giid. fire, 5tO."., wate" ~':" thef: ~. destructior: of equipment, transpor:.atioi, ar,~ delive.y delays,
gvve;~;[;e:lt81,actioj,5,0id€r5 J~ :cCTees, liT m8ilufactuierlsuppl:erdelays).
S. IRREVOCABILITY. UPOi, apprcval, acce;tance and execution of this agreement by a d,;ly authorized officer
of kC, :.his Agreement shallliec0IT,e irrb'0Cable, effective, and bir,di;;g 0;, bot~, t~,e C;;stoilier H,d A~C, exce~~
hOliever, nothing set forth here>, shall be deHle: ii, construed as precluding ALC from ceasing its perfo,~ance
~,c":~':ider ~~OTI thc:reac~ or defa;;:t of :~;~ C~s~omar.
l~. ASSIGNMENT. The terffiS an: provisioi.5 of this Agreement shall be biilding ~pon and inJ:e :.~ t~c beliefi:
of ~L.iC :-,c:7s,exec:.:toTs. adrr;inistratcrs, and SL: ceEsors 0: the ;ort:c:, ~.~;c~o. ALe shall hcv~~he sole and
ab5~:J~e ~ ::~~;~ ~c G0:t;:~6 :-.~ ;;erf:.~;;-;c~::: I.. :3 ot:igatioi:-s hcicun'~tr ~ to 5ubc0ntractoi5 or inGcpend€ilt
C0:it7&C:'vTS, but AL~ sr,all lema:;, Tes~on~:~}c:o he ,[i.istome( for the pcrfoiiilanceof any duties,Obligatioi.s
or ~Q~tthat is -so d€legate~.
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Equipment Maintenance Agreement....Page 3
11. PARTIAL INVALIDITY. If any term, covenant, c.o"dition or ;;,oiiision of~his Agreement is held by any
Court cf competent jurisdiction ~o be invalid, void OT u~enforceab~f, th€ 7effiai~deT o~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
incorporated herein, contains the entire Agreement of the parties with respect to the matters covered
hereinj and it supersedes any and all prior proposals, quotes, negotiations, agreements, contracts and
understandings between the parties with respect ~o the matters covered herein. 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 Agreellient lIiay not be modified oralllended, except by a writing, signed by both parties.
13. AUTHORITY TO SIGN: JOINT AND SEVERAL LIABILITY. Not applicable.
14.INTERPRETATION AND CONSTRUCTION. The larl9uage in all parts of t~lis Agreement shall in all cases be
simply construed according to its fair meaning and not strictly for or against ALC or the Customer. 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. NUMBER AND GENDER. In this Agreement, the neuter gender includes the feminine and masculine, and the
singular number includes the plural, and the word 'person' includes corporation, partnership, firm or
association wherever the context so requires.
16. CAPTIONS. Captions 01 articles, sections or paragraphs of this Agreeilient aTe for convenience and
reference 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 othei costs arid expense incurred in any such action or proceeding, in addition to any
other relief or damages to "hich 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.
7he :,.. ::5r,i~ title of ail, c,,~ipme;:t i:istalled fOT the CUST8MER, by ALC, shall remain in the possession
ofAL:, ~~~:: fiiia: pa,.-men::s iiiadeDi the ~USTOM[R to A~C.
A'~'~.Ct08~2~~.:: ~C';l 0f ~t:s dGc~;i:cn: s:;z:::e deci:cG a du;;licote original.
IN~ITNESSWH[REOF,~he ~a~ti€s ~c~c~0 have hciebi set thc:~ ~and5 a~d seals 0~ ~he day ane yeal
~lc~t~il~c:OV;, a~ San Dimas, County of Los Aiigeles, State of Califoi:i:a.
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A.L. COMMUNICATIONS ,( ALC), A California Corporation
CUSTOMER
(~~:~ VA~:j ~~~T:~ AC~E~'~Ej 2':' A.~. ~8M~0~~I:~~:8NS;
-!~r ~.-v 8? VERNG~
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3)':~lc~; ~aS'~~5icr€
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Leonis C. Halburg, Hayor
(~=ffic~~:casc ~;i~t)
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AT~~~~'/L--h~;;?
(-:itle) Bruce V. Malkenhorst, City Clerk
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",., Al'PROVED~:~~
\VC_C. BY Dl
omo B. BRGARL~>n .
CITY AT'rOj7 f. l
DATED 7~ I J~