Resolution No. 6657
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RESOLUTION NO. 6657
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN EQUIPMENT MAINTENANCE AND SERVICE AGREEMENT
(EMAD1016) BY AND BETWEEN THE CITY OF VERNON AND
CALIFORNIA SALES CONNECTION, INC.
WHEREAS, the city of Vernon requires telephone maintenance
for the City's telephone system; and
WHEREAS, pursuant to Resolution No. 6487 dated August 4,
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1994, A.L. Communications, Inc. maintained the City's telephone
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system until it filed for bankruptcy in February 1995; and
WHEREAS, California Sales Connection, Inc. offered to
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complete the services provided for in the A.L. communications, Inc.
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agreement through June 1995 at no additional cost and to enter into
a new agreement at a monthly rate of $698.00 for July 1995 through
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June 1996; and
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WHEREAS, the City Administrator has recommended that
California Sales Connection, Inc. be hired to perform telephone
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maintenance service to the city; and
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WHEREAS, the city Council of the City of Vernon desires to
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enter into an agreement with California Sales Connection, Inc. to
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provide telephone maintenance services through June 1996.
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
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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
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 and Service Agreement (EMAD1016)
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covering the period from March 1, 1995 through June 30, 1996, a copy
of which has been presented to the city council concurrently with
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this resolution, and the City council hereby orders said Agreement
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to be received and filed by the City Clerk.
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SECTION 3: The City Council of the City of Vernon hereby
6 authorizes the Mayor and the city Clerk to execute said Agreement
7 for, and on behalf of, the City of Vernon.
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The City Clerk of the city of Vernon shall
SECTION 4:
9 certify to the passage of this resolution, and thereupon and
10 thereafter the same shall be in full force and effect.
11 APPROVED AND ADOPTED this 11th day of July, 1995.
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ATTEST: /. //..~.
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BRUCE V. MALKENHbRST, city Clerk
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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. 6657, was duly adopted by the City council of the city of Vernon
6 at an adjourned regular meeting of the city council duly held on
7 Tuesday, Julv 11. 1995, and thereafter was duly signed by the Mayor
8 of the City of Vernon.
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BRUCE V. MALKENHORST, city Clerk
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EQUIPMENT SERVICE & MAINTENANCE AGREEMENT
CALIFORNIA SALES CONNECflON, INC.
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THIS EQUIPMENT MAINTENANCE AND SERVICE AGREEMENT ("Agreement") is made and entered into by and between
CALIFORNIA SALES CONNECTION, INC. (hereinafter referred to as "CSC"), and:
CUSTOMER:> The City of Vernon
(hereinafter referred to as "CUSTOMER")
ADDRESS: > 4305 Santa Fe AvenueVernon, CA 90058
CONTACT:> Dolores Fonseca
TELEPHONE:> 213-583-8811 FAX: >213-583-445 I
Effective Date:3-1-95THRU 6-30-96
INCONSIDERATION OF THE MUTUAL COVENANTS, CONDmONS AND AGREEMENTS HEREIN CONTAINED AND
OTHER VALUABLE CONSIDERATION, THE RECEIPT OF WInCH IS HEREBY ACKNOWLEDGED, CSC AND
CUSTOMER AGREE AS FOLLOWS:
AGREEMENT: All agreement documents, schedules, descriptions, and exhibits are intended to cooperate and be complementary
so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all
agreement documents. CSC .shall perform the services set forth in the Equipment Maintenance Agreement previously provided by
A.L. Communications for the months of March through June of 1995 at no monthly fee to the customer with the exception of Adds,
Moves or Changes which will be billed at our current rate. This contract will then extend from July 1st of 1995 through June 30th of
1996 and will be billed at the Monthly rate shown below payable on the ftrSt day of each month.
Price is based on 254 Mitel System ports at $ 2.75 pet port.
This Sixteen (16) month contract will be performed in consideration of payment for the months of July 1995
thru June 1996 at the monthly rate 0[$698.50 for a total annual fee of $8,382.00.
TERMS AND CONDmONS
I. MAINTENANCE SERVICES.
1.1. Pursuant to the terms and conditions of this Agreement, CSC shall provide the CUSTOMER during the term ofthis Agreement and
with respect to the Equipment described in Schedule A, System Equipment Summary, the setVices summarized as follows:
1.1.1. Remedial maintenance setVices upon request by the CUSTOMER in order to restoreandlor replace malftmctioning component 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 Malftmction of the Equipment (defined as the failure of a console or 25% of CUSTOMER's telephone
setVice) CSC will respond to the CUSTOMERS request for setVice within two (2) hours.
1.2.2. With respect to a Minor Malftmction of Equipment, CSC will respond to the CUSTOMER's premises between the hours of 8:00 a.m.
and 5:00 p.m., Monday thru Friday, excluding national holidays, within twenty-four (24) hours from the time CSC first receives the
CUSTOMER'S request for Remedial Maintenance and will complete such repairs as soon as reasonably practicable.
1.3. Requests for setVice 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 CSC management detennines that a Major malftmction has not occurred.
1.4. Any maintenance or service work performed on the Equipment by others during this period ofthis Agreement without the written
consent of CSC shall cause this agreement to become null and void.
1.5. The CUSTOMER shall provide and maintain an ambient room temperature from 41 degrees F. to 85 degrees F., measured 1 112" from
the outside center of the telephone Equipment cabinet.
1.6. Maintenance does not include any setVices necessitated by, or of the type described in, any; of the following:
1.6.1. An act or event occWTing external to the Equipment which causes, either directly or indirectly, a failure or malftmction in the
Equipment
1.6.2. Except as described in section 1.6.2.1, coordination of trouble shooting and isolation of Telco facilities, other common carrier (OCe)
equipment, computer and/or data couplers, modems or peripheral circuits.
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1.6.2.1. If trouble reported to CSC is diagnosed to be telco trouble, then this agreement explicitly covers one initial meeting, when required,
between CSC and telco representatives to substantiate CSC's claim oftelco trouble. Such a meeting is not to be construed as the
"coordination of trouble shooting and isolation oftelco facilities" described in section 1.6.2.
1.6.3. Labor and material costs of additions, changes, relocations, removals, operating supplies, accessories or specification of engineering
changes resulting from CUSTOMER requests.
1.6.3.1. Response times for adds, moves and/or changes will be five working days for diminutive tasks, ten working days for larger tasks.
If special orders for equipment are involved, response times may be affected by back orders or drop shipments from suppliers.
1.6.3.2. The labor charge for items listed in section 1.6.3., not covered under this Agreement will prevail at CSC's current labor rate
between the hours of 8:00 a.rn. and 5:00 p.rn. Monday thru Friday, with a minimum of one hour labor per call. When CUSTOMER
requests for service are to be perfonned 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 CSCSHALL 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 ese'S INABILITY TO
RESPOND OR PROVIDE REPAIR OR MAINTENANCE SERVICES WITIllNEITHER TWENTY-FOUR (24) OR FOUR (4)
HOURS OF ANY SUCH REQUEST.
2.1. CSC shall not be held responsible or liable for any prior or existing maintenance malfunctions.
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 effective March 1, 1995 upon execution of the parties. This agreement shall
automatically be renewed after June 30, 1996 for one (1) successive year term unless CSC or CUSTOMER shall provide
written notice of cancellation 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
EMA packages, dwing the tenn of this agreement, shall not be extended or accumulative in the event that this agreement is renewed.
4. CUSTOMERS DUTY TO NOTIFY. The CUSTOMER agrees to promptly notifY CSC of failure of any item of equipment and CSC
shall provide maintenance in accordance with the tenns of this agreement and its normal operating procedures.
5. GRANT OF ACCESS. The CUSTOMER will permitor arrange for access to the premises where the equipment is located by CSC
for any installation and/or maintenance of the equipment required of cse under this Agreement. Customer shall also cooperate with
CSC in obtaining all neceS8afY 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 CSC hereunder, or fail toperfonn any other
obligation imposed on it hereunder, then, in addition, to any and all other remedies available to ese at law, or in equity, or under the
tenns ofthis Agreement, CSC 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 $ NI A for each week the installment payment is delinquent; (Hi) cease any maintenance work
that may be required, pending, scheduled, or in progress; (iv) cease perfonning any ofCSC's other obligations imposed hereunder;
(v) declare, without notice or demand to the CUSTOMER, all amounts remaining unpaid under this Agreement immediately due and
payable; (vi) terminate this Agreement upon thirty (30) days written notice to the CUSTOMER.
6.1 IfCSC shall fail to perfonn any obligation due to CUSTOMER hereunder, then, in addition to any and all other remedies available to
CUSTOMER at law, or in equity, or under the terms of this Agreement, the CUSTOMER may (i) obtain replacement services from another
equipment maintenance, company at a commercially reasonable maintenancee rate ( with CSC responsible for the differance between that
rate and the monthly fee for such services under this Agreement); (ii) cease any further payments to esc; or (iii) terminate this Agreement
upon (30) days written notice.
7. RESERV A nON OF RIGHTS AND REMEDIES UPON DEF AUL T. The exercise of any right or remedy available to CSC upon the
occurrence of any event of default by the CUSTOMER, shall not preclude the exercise of any other right or remedy which may be available
to CSC. In addition, neither the acceptance of any partial or delinquent payment by CSC nor CSC's failure to exercise any of its rights or
remedies on the default of the CUSTOMER 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.
8. SUSPENSION OF OBLIGATIONS AND PERFORMANCE BY esC. CSC's obligations and perfonnance hereunder shall be
suspended to the extent and for the period that it is hindered or delayed by reason of delays or causes beyond CSC's control, (including,
but not limited to: labor disputes,strikes, job actions, work stoppages, acts of God, flte, stoml, water, war, theft or destruction of
equipment, transportation and delivery delays, governmental actions, orders or decrees, or manufacturer/supplier delays).
9.IRREVOCABILITY. Upon approval, acceptance and execution of this agreement by a duly authorized officer ofCSC and ofthe
CUSTOMER,and subject to section 3 above, this Agreement shall become irrevocable, effective, and binding on both the CUSTOMER
and cse, except however, nothing set forth herein shall be deemed or construed as precluding either party from ceasing its perfonnance
hereunder upon the breach or default of the other party.
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10. ASSIGNMENT. The teons 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. CSC shall have the sole and absolute right to delegate the performance of its
obligations hereunder, to subcontractors or independent contractors, but CSC shall remain responsible to the CUSTOMER for the
performance of any duties, obligations or work that is so delegated.
11. PARTIAL INV ALIDITY. If any tenn, covenant, condition or provision of tbis 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 Exbibits 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, agreements, contracts and understandings between the parties with respect to 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 wbich is not contained herein shall be binding or valid. TbisAgreement may not be modified or amended,
except by a writing, signed by both parties.
13. NUMBER AND GENDER. In tbis Agreement, the neuter gender includes the feminine and masculine, and the singular number
includes the plural, and the word "person" includes corporation, partnersbip, fum or association wherever the context so requires.
14. CAPTIONS. Captions or articles, sections or paragraphs of tbis Agreement 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 tbis agreement.
15. ATTORNEY'S FEES. If any legal action, arbitration or other proceeding is brought for the enforcement oftbis Agreement, or on
account of an alleged breach, dispute, default or misrepresentation in connection with any of the provisions oftbis Agreement, or any
schedule or exhibit incorporated herein, the successful or prevailing party in such action shall be entitled to recover from the other party
actual attorneys' fees and all other costs and expense incurred in any such action or proceeding, in addition to any other relief or damages
to wbich the prevailing party may be entitled to.
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 equipment installed for the CUSTOMER by CSC shall remain with CSC, until final payment is
made by the CUSTOMER to CSc.
IN WITNESS WHEREOF, the parties hereto have hereby set their hands and seals on the day and year written herein below,in the
County of Los Angeles, State of California.
CaUfornia Sales Connection (CSC), A CaUfornia Corporation
2951 Honolulu Ave., La Crescenta, CA 91214 - 818-248-2000
California Sales Connection Inc.
(Firm Name)
The City of Vernon
By:
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(S' . ture ) Bruce v. Malkenhorst
Igna City Clerk
Approve as to Fonn: t>~ "\> I ~ ~
(Title) David:B. -B~~ley
City Attorney
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SCHEDULE A
SYSTEM EQUIPMENT SUMMARY
CALIFORNIA SALES CONNECTION INC.
EMA DI016
EFFECTIVE DATE: 3-1-95 Thru 6-30-96.
SYSTEM TYPE: MITEL SX-200 DIGITAL P.B.X.
Phone System and associated station equipment.
SYSTEM CONFIGURATION: CIRCUITS PORTS
Attendant Console 2 2
Analog Stations
Digital ONS Stations 96 96
Off Premiss Station Ports (X2) 18 18
Analog Superset Ports
Digital Superset Ports 90 90
Digital Line Circuits
DID Ports
Analog Trunks (e.O. 2 wire)
Digital Trunks (e.O. 2 wire) 48 48
Call Accounting
Cabinets... .................................. ......... ...... .... .2... ..............................
TOTAL PORTS 254
STATION EQUIPMENT:
1) Single Line Phones
2) Multi Line Key Phones
3) Attendant Console
3) Printer Is
EQUIPMENT NOT INCLUDED UNDER MAINTENANCE:
1) Long Distance dialers or telco circuits
2) Moves and changes will be billed at per call rates
3) House Cabling
4 Voice Mail
NOTE: We will provide service or consulting to the above
equipment on a time and material basis.
The City' of VernoR.......................................
California Sales Connection Inc. .........................................~ll/..!tJ-