Resolution No. 6487
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RESOLUTION NO. 6487
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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 I 1 I 9 4
THROUGH 6/30/95) 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
services for the City's telephone system; and
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WHEREAS, A.L. Communications, Inc. has maintained the
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City's 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 one additional year.
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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
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
from July 1, 1994 through June 30, 1995, a copy of which has been
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presented to the City Council concurrently with this resolution, and
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the City Council hereby orders said Agreement to be received and
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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:
The City Clerk of the City of Vernon shall
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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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APPROVED AND ADOPTED this 2nd day of August, 1994.
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BRUCE V. MALKENHOR~~
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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. 6487, 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,
August 2, 1994, and thereafter was duly signed by the Mayor of the
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BRUCE V. MALKENHORST, City Clerk
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SCH:EDULE A
SYSTEM:. EQO"I~ ~y
A_L_ ~ICA.TIC>NS, INC_
EMA 483-SCHA
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THE CITY OF VERNON
4305 SANTA FE AVENUE
VERNON, CA 90058
EFFECTIVE DATE:
7/ l/94
6/30/95
SYSTEM TYPE:
MITEL SX200D Phone System
and associated station equipment.
SYSTEM CONFIGURATION:
CIRCUITS
PORTS
Attendant Console 2 2
Analog stations
Digi talONS Stations 96 96' ~
Off-~remiss station Ports (X2) l8 l8
Analog Supe~set Ports
Digital Superset Ports 90 90 .
Digital Line Circuits
DID Ports
Analog Trunks (C.O. 2 wire)
Digital Trunks (C.O. 2 wire) 48 48
Remote Maintenance Port
Paging Port
Cabinets 2
TOTAL PORTS................................ .254
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STATION EQUIPMENT:
1) Single Line Phones
2) Superset Phones
3) Attendant Console
4) Printer
EQUIPMENT NOT rNCLUDED UNDER MAINTENANCE:
1) Call Accounting peripheral equipment
2) Long Distance dialers or telco circuits
3) Moves and changes will be billed at per call rates
4) Paging and Related Equipment
NOTE: We will provide service and consulting to the above
equiptment on a time and material basis.
The City of Vernon
A.L. Communications
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EOUIPMENT MAINTENANCE AGREEKENT
A.L. CO"MUNICATIONS, INC.
EMA 483-FULL
THIS EOUIPKENT MAINTENANCE AND SERVICE AGREEMENT ('Agreelent') is lade and entered into by and between
A.L. COMHUNICATIONS, INC. (hereinafter referred to as 'ALC'), and:
aJSTCI4ER: >THE CITY OF VERNCfi
(hereinafter referred to as'Custoler')
AI>I:ImSS: >4305 SANTA FE AvmroE
>VERNON. CA 90058
cx:w:mcr: >DEJ:.(RIS ~SECA
~: >213-583-8811 ~: >213-583-4451
~ AND LOC:::m'Iaf OF SYSTEM: SAME
Effective Date: 7/1/94
thru 6/30/95
IN COHSIDERATION 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: All agreelent'doculents, schedules, descriptions, and exhibits are intended to cooperate be
coapleaentary so that any worK called for in one and not lentioned in the other, or vice versa, is to be
executed the sale as if .Ientioned in all agreelent docuaents.
The Annual fee shall be based on Twelve (12) tiles the aonthly rate of $ 698.50 for a total of $8.382.00
TERMS AND CONDITIONS
1.MAINTENANCE SERVICES. ,,>,,/'<
1.1. Pursuant to the terls and conditions of this Agreelent, ALC shall provide the CUSTOMER duringthe
terl of this Agree.ent and with respect to the Equipaent described in Schedule A, Systel Equiplent SUllary,
the services sUlaarized as follows: "",/ ,'.,
1.1.1. Reaedial aaintenance services upon request by the CUSTOMER in order to restore and/or' replace
lalfunctioning co.ponent parts of the Equip.ent to proper working order.
1.2, Reledial laintenance response tiaes are as follows:
1.2,1. With respect to a Hajor Malfunction of the Equipaent (defined as the failure of a tonsole or 25%
of CUSTOHER's telephone service). ALC will respond to the CUSTOMERS request for service within two (2)
hours.
1.2.2. With respect to a Minor Malfunction of Equipaent, ALC will respond to the CUSTOMER preaises
between the hours of 8:00 a.l. and 5:00 p.I., Monday thru Friday, excluding national holidays, within
twenty-four (24) hours froa the tile ALe first receives the CUSTOMER'S request for Reaedial Maintenance
and will coaplete such repairs as soon as reasonably practicable.
1.3. Requests for service after 5:00 p.a. Honday thru Friday; Saturday or Sunday; or any national holiday
will incur a $240.00 surcharge per callout in the event that ALC lanageaent reasonably deteraines that a
Hajor aalfunction has not occurred. .
1.4, Any laintenance or service worK perforled on the Equipaent by others during this period of this
Agreelent without the written consent of ALC shall cause this agre~nt to becole null and void.
1.5. The CUSTOMER shall provide and aaintain an ambient rool telperature froa 41 degrees F. to 85 degrees
F., aeasured 1 1/2' froa the outside center of the telephone Equipaent 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,
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.;. :Equiplent Maintenance Agreelent....Page 2
1.6.2. Except as described in section 1.6.2.1, coordination of troubleshooting and isolation of Telco
facilities, other cOllon carrier (OCC) equiplent, cOlputer and/or data couplers, lode IS or peripheral
circuits.
1.6.2.1. If trouble reported to ALC is diagnosed to be telco trouble, then this agreelent explicitly
covers one initial leeting, when required, between ALC and telco representatives to substantiate AlC's
clail of telco trouble. Such a leeting is not to be construed as the .coordination of troubleshooting
and isolation of telco facilities. described in section 1.6.2.
1.6.4. labor and laterial costs of additions, changes, relocations, relovals, operating supplies,
accessories or specification of engineering changes resultingfrol 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 equip.ent are involved, response ti.es
lay be affected by back orders or drop shiplents frol suppliers.
1.6.4.2. The labor charge for itels listed in section 1.6.4., not covered under this Agree.ent will
prevail at AlC's current labor rate between the hours of 8:00 a.l. and 5:00 p....Monday thru Friday,
with a .inilul of one hour labor per call. When CUSTOMER requests for service are to be perforled or
cOlpleted after 5:00 p.I. or on national holidays, the labor will be prorated and charged at ti.e 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,GEHERAL,
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 laintenance lalfunctions
caused or neglected by any previous vendor.
2.1.1.1 This would include, but not necessarily lilit, any custOI designed or lodified circuits or
equiplent.
3. TERM AND RENEWAL. This agree.ent shall be in effect upon receipt of the laintenance charge in advance
by ALC for a period of one (1) year frol the effective date. This agreelent shall auto.atically be renewed
each year for a successive one (1) year ter. unless ALC or Custoler shall provide written notice of cancella-
tion to the other not later than sixty (60) days prior to the expiration of the annual terl.
3.1. All relaining relote laintenance and systel training hours not used by the Custoler, as noted in the
Special or Executive E"A packages, during the terl of this agreetent, shall not be extended or
accululative in the event that this agreelent is renewed.
4. CUSTOMERS DUTY TO NOTIFY. Custo.er agrees to prolptly notify ALC of failure of any ite. of equip.ent
and ALC shall provide .aintenance in accordance with the ter.s of this agree.ent and its norlal operating
procedures.
5. GRANT OF ACCESS. Custoler will pertit or arrange for access to the pre.ises where the equip.ent is
located by ALC for any installation and/or laintenance of the equiplent required of ALC under this Agree-
lent. Custo.er shall also cooperate with ALC in obtaining all necessary consents and waivers fro. the owner
of the pre.ises or any other person whose consent or waiver is necessary, proper, or required in connection
with the laintenance of the Equiplent.
6. DEfAULT IN PAYMENT. If the Custo.er shall fail to pay any SUI due and owing to ALC hereunder, or fail
to perforl any other obligation ilposed on it hereunder, then, in addition, to any and all other re.edies
available to AlC at law, or in equity, or under the terls of this Agreelent, ALClay: (i) collect interest on
the SUI then due and owing at the laxilul rate allowed by law until paid in full: (ii) collect a service
charge of $ n/a for each week the installlent paYlent is delinquent; (Iii) cease anYlaintenance work that
lay be required, pending, scheduled, or in progress; (iv) cease perforling any of AlC's other obligations
ilposed hereunder; (v) dedar.e, without notice or deund to the Custo.er, all a.ounts retaining unpaid under
this Agree.ent illediately due and payable; (vi) terlinate this Agreelent upon thirty (30) days written
notice to the Customer.
.\ Equiplent Maintenance Agreelent... .Page 3
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6.1 If ALC shall fail to perforl any obligation due to Custoler hereunder, then, in addition to any and all
other reledies available to Custoler at law, or in equity, or under the terls of this agreelent, the
Custoler lay (i) obtain replacelent services frol another equiplent laintenance cOlpany at a cOI.ercially
reasonable emergency rate (with AlC responsible for the difference between the rate and the lonthly fee for
such services under this agreement); (ii) cease any further paYlents to ALC; and/or (iii) terlinate this
agreeaent upon 30 days written notice to ALe.
7. RESERVATION Of RIGHTS AND REMEDIES UPON DEfAULT. The exercise of any right or reaedy available to AlC
upon the occurrence of any event of default by.the Custoaer, shall not preclude the exercise of any other
right or remedy which may be available to AlC. In addition, neither the acceptance of any partial or delin-
quent paYlent by ALC nor AlC's failure to exercise any of its rights or reaedies on the default of the Cus-
tOler shall constitute a waiver of the default, a waiver of any right or reledy, a lodification of this
Agreeaent or Custoler's obligations hereunder, or a waiver of any subsequent default by the CUstoler.
7.1 The exercise of any right or reledy available to the Custoaer upon the occurrence of any event of
default br~ AlC shall not preclude the exercise of any other right or reaedy which lay be available to the
Custoler. In addition, neither the acceptance of any partial or delinquent provision of services by
Customer, nor Custoler's failure to exercise any of its rights or reaedies upon default by AlC, shall
constitute a waiver of such default, a waiver of any right or reledies, a lodification of this agreelent, or
a waiver of any subsequent default by ALC.
8. SUSPENSION OF OBLIGATIONS AND PERfORMANCE BY Ale. AlC's obligations and perforlance 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 lilited to: labor disputes, strikes, job actions, work stoppages,
acts of God, fire, storlJ water, war, theft or destruction of equipaent, transportation and delivery delays,
governaental actions, orders or decrees, or lanufacturer/supplier delays).
9. ASSIGNMENT. The terls and provisions of this Agreeaent 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 perforlance of its obligations hereunder, to subcontractors or independent
contractors, but AlC shall relain responsible to the Custoaer for the perforlance of any duties, obligations
or work that is so delegated.
10. PARTIAL INVALIDITY. If any terl, covenant, condition or provision of this Agreelent is held by any
Court of coapetent jurisdiction to be invalid, void or unenforceable, the relainder of the provisions shall
retain in full force and effect and shall be in no way affected, ilpaired or invalidated.
11. ENTIRE AGREEMENT. This Agreelent, together with all Exhibits and Schedules attached hereto and
incorporated herein, contains the entire Agreelent of the parties with respect to the latters covered
herein; and it supersedes any and all prior proposals, quotes, negotiations, agreeaents, contracts and
understandings between the parties with respect to the matters covered herein. No other prior or
contelporaneous proposal, quote, negotiation, agreelent, statelent or prolise aade by any party, or any
eaployee, officer or agent of any party or other entity which is not contained herein shall be binding or .
valid. This Agreement lay not be aodified or amended, except by a writing, signed by both parties.
12. AUTHORITY TO SIGN:. If Custoler is a corporation or partnership, the person signing this Agreelent on
behalf of such corporation hereby warrants that he has full and complete authority fro. such corporation or
partnership to sign this Agreeaent and to obligate the corporation or partnership hereunder.
13.INTERPRETATION AND CONSTRUCTION. The language in all parts of this Agreelent shall in all cases be
simply construed according to its fair leaning and not strictly for or against ALC or the Custoler.
14. NUHBER AND GENDER. In this Agreeaent, the neuter gender includes the felinine and lasculine, and the
singular number includes the plural, and the word .person" includes corporation, partnership, firl or
association wherever the context so requires.
Equipaent Maintenance Agree.ent....Page 4
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15~ CAPTIONS. Captions or articles, sections or paragraphs of this Agreement are for convenience and
reference only, and the words contained therein shall in no way be held to explain, lodify, alplify or aid
in the interpretation, construction or leaning of the provisions of this agree.ent.
16. ATTORNEY'S fEES. If any legal action, arbitration or other proceeding is brought for the enforceaent
of this Agreelent, or on account of an alleged breach, dispute, default or lisrepresentation in connection
with any of the provisions of this Agreelent, or any schedule or exhibit incorporated herein, then the suc-
cessful or prevailing party in such action shall be entitled to recover froa 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 lay be entitled to.
17. CHOICE Of LAW. This Agreeaent shall be governed and construed under and in accordance with the laws
of the State of California.
The ownership and title of any equipaent installed for the CUSTOMER, by AlC, shall retain in the possession
of AlC, until final paYlent is lade 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, at Montclair, County of San Bernardino, State of California.
A.L. COMMUNICATIONS, (AlC), A California Corporation
8926-A Benson Avenue, Montclair, CA 91763 - 909-949-8955
CUSTOMER
NOT VALID UNTIL ACCEPTED BY A.l. COMMUNICATIONS)
The City Of Vernon
(Fin Nale)
By: Alan LaBossiere
By:
Leonis C. Malburg
President
(Nale-Please print)
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(Signat~ .
Mayor
(Signature)
(Title)
7 - 1- >>,..Cj {
City Clerk
( Oa te )
Approve as to Form:
Dr~g'l>~
David B. Brearley, City A torney