Resolution No. 6325
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RESOLUTION NO. 6325
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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 (10/1/93
THROUGH 9/30/94) BY AND BETWEEN THE CITY OF
VERNON AND A.L. COMMUNICATIONS, INC. FOR
MAINTENANCE OF THE FIRE DEPARTMENT'S STRATA BASIC
TELEPHONE SYSTEM
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WHEREAS, the City of Vernon requires telephone maintenance
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services for the strata basic telephone system in use at four fire
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stations; and
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WHEREAS, A.L. Communications, Inc. has maintained said
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telephone system in the past; and
WHEREAS, the city council of the city of Vernon desires to
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enter into an agreement with A.L. Communications, Inc. to provide
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telephone maintenance services for an additional year from October
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1, 1993 to September 30, 1994.
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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 hereby
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finds and determines that the recitals contained hereinabove are
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true and correct.
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SECTION 2: The City council of the city of Vernon hereby
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approves the Equipment Maintenance Agreement covering the period
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from October 1, 1993 through September 30, 1994, a copy of which has
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been presented to the City Council concurrently with this
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resolution, and the City Council hereby orders said Agreement to be
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received and filed by the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor and the City Clerk to execute said Agreement
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for, and on behalf of, the city of Vernon.
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SECTION 4:
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The city Clerk of the City of Vernon shall
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certify to the passage of this resolution and thereupon and
thereafter the same shall be in full force and effect.
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APPROVED AND ADOPTED this 21st day of September, 1993.
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BRUCE V. MALKENHORST,
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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 Vernon,
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do hereby certify that the foregoing Resolution, being Resolution
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No. 6325, was duly adopted by the city Council of the City of Vernon
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at a regular meeting of the City Council duly held on Tuesday,
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September 21, 1993, and thereafter was duly signed by the Mayor of
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the City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
(SEAL)
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EQUIPMENT MAINTENANCE AGREEMENT
A.L. COMMUNICATIONS, INC.
am 379-VER
THIS EQUIPMENT MAINTENANCE AND SERVICE AGREEMENT ('Agreement') 1S made and entered into by and between
A.L. COMMUNICATIONS, INC. (hereinafter referred to as 'ALC'), and:
aJS'l'GfER: >CITY OF VERNON
(hereinafter referred to as'Customer')
ADDRESS: >4305 SANTA FE AVEMJE
>VERNON , CA 90058
<XIfl'ACT: >DELORES FONSECA
TELEPHONE: >213-583-8811 FAX: >213-581-7924
ADDRESS AND LOCATlOO OF SYSTEM: 3375 Fruitland, 4305 Santa Fe Ave,
2300 Soto, 4530 Bandini, Vernon, CA
Effective Date: lO/Ol/93 thru 09/3l/94
IN CONSIDERATION OF THE MUTUAL COVENANTS, CONDITIONS AND AGREEMENTS HEREIN CONTAINED AND OTHER VALUABLE CON-
,SIOERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, ALC AND CUSTOMER AGREE AS FOLLOWS:
AGREEMENT: All agreement documents, schedules, descriptions, and exhibits are intended to cooperate and be
complelentary so that any work called for in one and not lentioned in the other, or vice versa, is to be
executed the same as if mentioned in all agreement documents.
The Annual fee shall be based on Twelve (12) times the monthly rate of $127.50 for a total of $1,530.00
TERMS AND CONDITIONS
1.MAINTENANCE SERVICES.
1.1. Pursuant to the terms and conditions of this Agreement, the VENDOR shall provide the CUSTOMER dur-
ing the term of this Agreement and with respect to the Equipment described in Schedule A, System Equipment
Summary, the services su.marized as follows:
1.1.1. Remedial maintenance services upon request by the CUSTOMER in order to restore and/or replace
malfunctioning component parts of the Equipment to proper working order.
1.2. Remedial .aintenance response times are as follows:
1.2.1. With respect to a Major Malfunction of the Equipment (defined as the failure of a console or 2S~
of CUSTOMER's telephone service). The VENDOR will respond to the CUSTOMERS request for service within two
(2) hours.
1.2.2. With respect to a Minor Malfunction of Equipment, the VENDOR will respond to the CUSTOMER pre-
mises between the hours of 8:00 a.l. and 5:00 p..., Monday thru Friday, excluding national holidays, with-
in twenty-four (24) hours from the time the VENDOR first receives the CUSTOMER'S request for Remedial
Maintenance and will complete such repairs as soon as reasonably practicable.
1.3. Requests for service after 5:00 p.m. Monday thru Friday; Saturday or Sunday; or any national holiday
will incur a $240.00 surcharge per call out in the event that ALC unagelent reasonablydetenines that a
Major malfunction has not occurred.
1.4. Any maintenance or service work performed on the Equiplent by others during this period of this
Agreelent without the written consent of the VENDOR shall cause this agreement to become null and void.
1.5. The CUSTOMER shall provide and maintain an ambient rool temperature from 41 degrees F. to 85 degrees
F" leasured 1 1/2' from the outside center of the telephone Equipment cabinet.
1.6. Maintenance does not include any services necessitated by, or of the type described in, any; of the
followi ng:
1.6.1. An act or event occurring external to the Equipment which causes, either directly or indirectly,
a failure or malfunction in the Equipment,
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Equiplent Maintenance Agree.ent....Page 2
1.6.2. Except as described in section 1.6.2.1, coordination of troubleshooting and isolation of Telco
facilities, other co.mon carrier (OCC) equipment, computer and/or data couplers, modelS or peripheral
circuits.
1.6.2.1. If trouble reported to ALC is diagnosed to be telco trouble, then this agreement explicitly
covers one initial meeting, when required, between ALC and telco representatives to substantiate ALC's
claie of. telco trouble. Such a meeting is not to be construed as the 'coordination of troubleshooting
and isolation of telco facilities' described in section 1.6.2.
1.6.3. Labor and material costs of additions, changes, relo~ations, removals, operating supplies, acces-
sories or specification of engineering changes resulting from CUSTOMER requests.
1.6.3.1. Response ti.es for adds, moves and/or changes will be five working days for dilinutive
tasks, ten working days for larger tasks. If special orders for equipment are involved, response ti.es
may be affected by back orders or drop shipments fro. suppliers. '
1.6.3.2. The labor charge for items listed in section 1.6.4.1., not covered under this Agreement will
prevail at ALC's current labor rate between the hours of 8:00 a.l. 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 CUSTl>>\ER FOR"AHYO!:tMAGES,!t!JURIES, 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 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 maintenance malfunctions
caused or neglected by any previous vendor.
2.1.1.1 This would include, but not necessarily liMit, any custom designed or lodified 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 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 upon receipt of a
new purchase order.
3.1. All remaining remote maintenance and system training hours not used by the Customer, as noted in, the
Special or Executive EHA packages, during the term of this agreement, shall not be extended or
aCCUMulative in the event that this agreement is renewed.
4. CUSTOMERS DUTY TO NOTIFY. Customer agrees to promptly notify ALC of failure of any item of equipment
and ALC shall provide maintenance in accordance with the terls of this agreement and its normal operating
procedures.
5. GRANT OF ACCESS. Customer will perlit or arrange for access to the prelises 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 ALC in obtaining all necessary consents and waivers frOM 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, Of 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 terms of this Agreelent, 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 $~ for each week the installment payment is delinquent; (iii) cease any maintenance work that
may be required, pending, scheduled, or in progress; (iv) cease perforMing any of ALC's other obligations
imposed hereunder; (v) declare, without notice or demand to the Customer, all amounts remaining unpaid under
this Agreelent imaediately due and payable; (vi) terminate this Agreement upon thirty (30) days written
notice to the Customer,
6.1. If ALC shall fail to perform any obligation due to Custoler hereunder, then, in addition to any and
all other remedies available to Customer at law, or in equity, or under the terms of this Agreelent, the
Custoler may (i) obtain replaceaent services frol another equipment maintenance company at a commercially
reasonable emergency rate (with ALC responsible for the difference between that rate and the monthly fee for
such services under this Agreement); (ii) cease any further payments to ALCi or (iii) terminate this
Agreement upon thirty (30) days written notice to ALC.
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Equipment Maintenance Agree.ent....Page 3
7. RESERVATION OF RIGHTS AND REMEDIES UPON DEFAULT. The exercise of any right or remedy available to ALC
upon the occurrence of any event of default by the Customer, shall not preclude the exercise of any other
right or remedy which .ay 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 remedies on the default of the Cus-
tomer shall constitute a waiver of the default, a waiver of any right or remedy, a modification of this
Agreement or Customer's obligations hereunder, or a waiver of any subsequent default by the Customer.
7.1. The exercise of any right of remedy available to the Customer upon the occurrence of any event of
default by ALC shall not preclude the exercise of any other right or remedy which .ay be available to the
Customer. In addition, neither the acceptance of any partial or delinquent provision of services by
Customer, nor Customers failure to exercise any of its rights or remedies upon a default by ALC, shall
constitute a waiver of such default, a waiver of any right or re.edy, a modification of this Agreement, or a
waiver of any subsequent default by ALC.
8. SUSPENSION OF OBLIGATIONS AND PERFORMANCE BY ALC. ALC's obligations and performance hereunder shall be
suspended to the extent and for the period that it is hindered or delayed by reason of delays'or causes
beyond ALC's control, (including, but not limited to: labor disputes, strikes, job actions, work stoppages,
acts of God, fire, storm, water, war, theft or destruction of equiplent, transportation and delivery delays,
governmental actions, orders or decrees, or manufacturer/supplier delays).
9. IRREVOCABILITY. Upon approval, acceptance and execution of this agreeaentby a duly authorized officer
of ALC, this Agreelent shall become irrevocable, effective, and binding on both the Customer and ALC, except
however, nothing set forth herein shall be deemed or construed as precluding ALe from ceasing its perfor-
lance hereunder upon the breach or default of the Customer.
10. ASSIGNMENT. The terms and provisions of this Agreement shall be binding upon and inure to the benefit
of the heirs, executors, administrators, and successors of the 'parties hereto. ALC shall have the sole and
absolute right to delegate the performance of its obligations hereunder, to subcontractors or independent
contractors, but ALC shall remain responsible to the Customer for the performance of any duties, obligations
or work that is so delegated.
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
incorporated 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, agree.ents, contracts and
understandings between the parties with respect to the matters covered herein. No other prior or
contemporaneous proposal, quote, negotiation, agreement, state.ent 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 Agreement may not be modified or amended, except by a writing, signed by both parties.
13. NUMBER AND GENDER. In this Agreement, the neuter gender includes the feminine and lasculine, and the
singular number includes the plural" and the word 'person' includes corporation, partnership, firm or
association wherever the context so requires.
14. CAPTIONS. Captions or articles, sections or paragraphs of this Agreelent are 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.
15. 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.
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EqulPlent Maintenance Agree.ent....Page 4
16. CHOICE OF LAW. This Agreement shall be governed and construed under and in accordance with the laws of
the State of California.
The ownership and title of any equiplent installed for the CUSTOMER, by ALC, shall relain in the possession
of ALC, until final paYlent is made by the CUSTOMER to ALC.
IN WITNESS WHEREOF, the parties hereto have hereby set their hands and seals on the day and year written
hereinbelow.
A.L. COMMUNICATIONS, (ALC), A California Corporation
8926-A Benson Avenue, Montclair, CA 91763 - 909-949-8955
CUSTOMER
By: Alan LaBossiere
(N..e-Ple.s~~.
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(Signature)
President
(Title)
/2.- [f..-95
(Date)
CITY OF VERNON (FIRE STATIONS)
(Fin Nale)
By: Leonis C. Hal burg
(Nale-Please print)
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NOT VALID UNTIL ACCEPTEO BY A.L. COMMUNICATIONS)
Hayor
(TItle)
LtltJV
(Date)
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BRUCE V.
APPROVED AS TO FORM: