Resolution No. 76431
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RESOLUTION NO. 7643
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR CONSULTING SERVICES BY AND BETWEEN
THE CITY OF VERNON AND COMPUPUB, RICHARD M. BIRD,
OWNER
WHEREAS, the City of Vernon desires to retain the services of
Ja consultant to provide assistance and consultation in conjunction witl
the development of a telecommunications system; and
WHEREAS, Richard M. Bird, the owner of Compupub, is well
qualified by reason of education and experience to perform such
services and is willing to render such consulting services to the City
of Vernon in accordance with the terms and conditions of a contractual
services agreement; and
WHEREAS, the Finance Committee on October 16, 2000,
recommended that the City Council enter into an Agreement for
Consulting Services with Richard M. Bird, owner of Compupub; and
WHEREAS, the City of Vernon and Richard M. Bird, owner of
Compupub, desire to enter into an Agreement for Consulting Services
pursuant to Section 2.27 of the Vernon City Code.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF VERNON AS FOLLOWS:
SECTION 1: The City Council of the City of Vernon hereby
finds and determines that the recitals contained hereinabove are true
(correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement For Consulting Services, a copy of which is
attached hereto as Exhibit "A" and made a part hereof.
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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 for,
and on behalf of, the City of Vernon.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or his designee, to transmit one fully executed
Agreement to:
Compupub
Attn: Richard M. Bird, Owner
4565 Larkwood Avenue
Woodland Hills, CA 91364
SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and thereafter
the same shall be in full force and effect.
APPROVED AND ADOPTED this 17th day of October, 2000.
ATTEST•
BRUCE V. MALKENHORST, City Clerk
IS C. MALBURG, 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, do
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5 hereby certify that the foregoing Resolution, being Resolution No.
6 7643, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Tuesday, October 17,
8 2000, and thereafter was duly signed by the Mayor of the City of
9 Vernon.
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11 BRUCE V. MALKENHORST, City Clerk
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(SEAL)
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EXHIBIT
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1 AGREEMENT FOR CONSULTING SERVICES BY AND
BETWEEN THE CITY OF VERNON AND RICHARD M. BIRD
2 OWNER COMPUPUB
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4 THIS AGREEMENT is made, entered into and executed in
5 duplicate originals, either copy of which may be considered and used as',
6 the original hereof for all purposes, as of this day of October,
7 2000, in the City of Vernon, County of Los Angeles, California !I
8 BY AND BETWEEN THE CITY OF VERNON, (hereinafter
referred to as "Vernon")
9 4305 Santa Fe Avenue
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Vernon, California 90058
11 AND. COMPUPUB, RICHARD M. BIRD, Owner
(hereinafter referred to as the
12 "Consultant")
13 4565 Larkwood Avenue
Woodland Hills, CA 91364
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15 WITNESSETH
16 WHEREAS, Vernon requires Consultant to perform and provide
17 assistance in the development of a telecommunications system; and
18 WHEREAS, the Consultant represents that he is qualified to
19 perform such service under this Agreement for Consulting Services
20 (hereinafter "Agreement").
21 NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
22 FORTH HEREIN:
23 I. SCOPE OF WORK
24 Consultant shall perform all requested services as directed
25 by the City Administrator, as outlined in the attached Exhibit A, which
26 is made a part hereof by reference as though fully set forth at length.
27 Consultant services shall be confidential.
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II. PROGRESS REPORTS
Consultant.shall meet with the Vernon staff in the City
Administrator's office on a weekly basis and provide a written progress
report when requested concerning the scope of services performed during
the preceding period. In addition, any invoice for services shall
itemize the specific task performed during the billing period,
including the time assigned to each task.
III. TIME OF PERFORMANCE
Consultant's services herewith have commenced upon
September 28, 2000, and shall be completed by March 31, 2001. The
parties hereto may negotiate an extension of this Agreement if Vernon
still requires services to implement its telecommunications system.
IV. COMPENSATION
1. Compensation. Vernon shall compensate the
Consultant for services performed at the rate of $80.00 per hour, plus
approved expenses, with the understanding that Consultant will only be
able to work a maximum of 100 hours per month.
2. Job Expenses. In addition, directly related job
expenses will be billed at cost. They include: meals, taxis, telephone
calls, delivery, electronic data processing, facsimiles, graphics, and
printing.
3. Other Expenses. Other expenses may be billed but
only if such other expenses have been given advance approval in writing
by the City Administrator.
V. METHOD OF PAYMENT
1. Within thirty (30) days after the last day of any
month in which services have been performed or costs incurred
hereunder, the Consultant shall submit an invoice to Vernon stating
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the amount due the Consultant. The invoice shall also contain an
itemization of directly related job expenses incurred by the Consultant
and for which compensation is due.
2. Payment of the invoice shall be made after
acceptance and approval by Vernon within thirty (30) days of receipt of
such invoice.
3. Vernon's approval of the invoice shaii not be
unreasonably withheld.
VI. CHANGES AND EXTRA SERVICES
Vernon reserves the right to request changes in the services
to be performed by the Consultant. All such changes shall be
incorporated in written change orders executed by the Vernon and the
Consultant which shall specify the changes ordered and the adjustment
of compensation and completion time required thereof.
Any services added to the scope of this Agreement by a change
order shall be executed under all applicable conditions of this
Agreement. No claim for additional compensation or extension of time
shall be recognized unless contained in a duly executed change order.
VII. CONFIDENTIAL INFORMATION
1. Access to Confidential Information. -Vernon may
provide Consultant with, or allow Consultant access to, certain
information not available to the public concerning Vernon, or
businesses located in Vernon. The information may include company
information, taxes, sales, value of assets, or other such information.
All such information shall be known as "Confidential Information" and
may not be used to circumvent the responsibility of either party to
this Agreement.
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PTIN
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MM
2. No Disclosure. Except as expressly permitted,
Consultant shall not disclose, permit the disclosure of, release,
disseminate, or transfer, whether orally or by any other means, any
part of such Confidential Information to any other person or entity,
whether corporate, governmental, or individual, without the express
prior written consent of an authorized representative of Vernon.
Consultant shall return any written Confidential Information, and all
copies made of such items, to Vernon upon Vernon's written request, but
in any event not later than the date that the Consultant has performed
all services to be performed pursuant to this Agreement. Consultant
hereby agrees that such Confidential Information and any documents
provided may be used by Consultant only as authorized by Vernon.
Consultant shall take reasonable measures to avoid any disclosure of
any such Confidential Information to any unauthorized person.
3. Court Ordered Disclosure. Consultant shall
immediately notify Vernon of any court order or subpoena requiring
disclosure of Confidential Information, and shall cooperate with the
city attorney in the appeal or challenge of any such order or subpoena.',
Recipient may only disclose Confidential Information required to be
disclosed pursuant to court order or subpoena after legal counsel has
exhausted any lawful and timely appeal or challenge.
4. Remedies. In addition to any other remedies that
it may have at law or in equity, Vernon shall be entitled to a
temporary and permanent injunction by a court of competent jurisdiction
against'any breach or threatened breach of the Confidential Information
provisions of this Agreement. Consultant acknowledges that in case of
such breach or threatened breach of said provisions, Vernon would have
Ino adequate remedy at law.
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VIII. GENERAL PROVISIONS
1: Independent Contractor. At all times during the
term of this Agreement, the Consultant shall be an independent
contractor and shall not be an employee of Vernon. Vernon shall have
the right to control the consultant only insofar as the results of the
Consultant's services rendered pursuant to this Agreement;. however,
Vernon shall not have the right to control the means by which the
Consultant accomplishes services rendered pursuant to the Agreement,
except to the extent that such services involve the use of Vernon
property or Confidential Information.
2. Consultant Not Agent. Except as Vernon may
specify in writing, the Consultant shall have no authority, express or
implied, to act on behalf of Vernon in any capacity whatsoever as an
agent. The Consultant shall have no authority, expressed or implied,
pursuant to this Agreement to bind Vernon to any obligation whatsoever.
3. Validity. The validity, interpretation and
performance of this Agreement shall be controlled and construed under
the laws of the State of California.
4. Products of Consulting. All products of
consulting services with the exception of computer software developed
by the Consultant, shall become the property of Vernon and shall be
delivered to Vernon before the end of the performance of this
Agreement. However, computer software shall remain the property of the
Consultant, except for Vernon's continued right to use said software at
no extra cost.
5. Assignment Prohibited. No party to this Agreement
may assign any right or obligation pursuant to this Agreement except
with the express written consent of the other party. Any other
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attempted or purported assignment of any right or obligation pursuant
to this Agreement shall be void and of no effect.
6. Termination. This Agreement may be terminated by
Vernon on thirty (30) days written notice to the Consultant. The
effective date of cancellation shall be after the 30th day after said
written notice. The Consultant shall be entitled to the compensation
earned by it prior to the date of the termination notice, computed pro
rata up to and including that date, plus compensation for work
performed during the thirty -day notice period and authorized in the
termination notice.
7. Insurance. Consultant shall maintain automobile
liability insurance coverage in an amount approved by the City
Administrator's office throughout the term of the Agreement.
8. Disputes. Any disputes that may arise as a result
of actions by either party to the Agreement, if unresolved after 90
days, shall be presented to a competent arbitration board for
resolution. Any costs of the arbitration hearing shall be borne by the
113arty adjudged culpable.
9. Attorney's Fees. In the event that it becomes
necessary for either party to this Agreement to enforce any of the
provisions of this Agreement, the parties agree that a court of
competent jurisdiction may determine and fix reasonable attorney's fees
to be paid to the successful litigant.
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10. Notices. Notices to the parties unless otherwise
requested in writing shall be sent to:
VERNON: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
CONSULTANT: RICHARD M. BIRD, OWNER
COMPUPUB
4565 LARKWOOD AVENUE
WOODLAND HILLS, CA 91364
IX. ENTIRE AGREEMENT
This Agreement is the entire Agreement of the parties, the
Consultant represents that in entering into this Agreement, it has not
relied on any previous representations or understandings of any kind orlll'
nature.
X. BENEFIT OF AGREEMENT
This Agreement shall bind and benefit the parties hereto and
their heirs, successors, and permitted assigns.
IN WITNESS WHEREOF, Vernon and the Consultant have 'executed
this Agreement as of the date first hereinabove set forth.
CITY OF VERNON
(ATTEST:
IBRUCE V. MALKENHORST, City Clerk
(APPROVED AS TO FORM:
IEDUARDO OLIVO, City Attorney
By:
By:
LEONIS C. MALBURG, Mayor
Richard M. Bird
Owner, Compupub
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EXHIBIT
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Exhibit A
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Scope of Work
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It is the
intent of the Consulting Agreement that the Consultant will
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be assisted by engineering staff and administrative staff and will
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perform services as directed by the City Administrator to assist in
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completing the following tasks:
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Task 1
Managing the completion of the fiber optic network in the
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City,of Vernon.
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Task 2
Managing the completion of the City Hall telecommunication
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upgrade.
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Task 3
Finalization of the strategic partners for Telsys.
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Task 4
Configuring in detail, the stage 1 Telsys and the connection
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to the Telephone Central Office of a strategic partner such
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as TelePacific, including the configuring of equipment, the
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planning for the installation and maintenance and the cost of
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each of these items.
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Task 5
The defining of the costs of the various telecommunication
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services to be offered to the subscribing businesses, with an
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estimate of the services that will be subscribed and the
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resulting income stream coming to the City of Vernon.
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Task 6
Survey of the stage 1 businesses (about 350) to estimate
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their interest level in subscribing to Telsys.
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Task 7.
Marketing of Telsys to the stage l businesses and the signing
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up of subscribers on the conditional basis of obtaining 10`0
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subscribing businesses.
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Task 8
With the signing of at least 100 businesses, the work of
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entering into contracts with the strategic partners and the
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placing of orders for equipment and services will begin.
A-1
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t a
Task 9 Configuring in detail, the stage 2 Telsys and the connection
to the Telephone Central Office of a strategic partner,
including the configuring of equipment, the planning for the
installation and maintenance and the cost of each of these
items.
Task 10 Survey of the stage 2 businesses (about 350) to estimate
their interest level in subscribing.
A-2
SUPPORTING
DOCUMENTS
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AGREEMENT FOR CONSULTING SERVICES BY AND
BETWEEN THE CITY OF VERNON AND RICHARD M. BIRD
OWNER COMPUPUB
THIS AGREEMENT is made, entered into and executed in
duplicate originals, either copy of which may be considered and used as
the original hereof for all purposes, as of this 020 day of October,
2000, in the City of Vernon, County of Los Angeles, California
BY AND BETWEEN THE CITY OF VERNON, (hereinafter
referred to as "Vernon")
4305 Santa Fe Avenue
Vernon, California 90058
AND COMPUPUB, RICHARD M. BIRD, Owner
(hereinafter referred to as the
"Consultant")
4565 Larkwood Avenue
Woodland Hills, CA 91364
WITNESSETH
WHEREAS, Vernon requires Consultant to perform and provide
assistance in the development of a telecommunications system; and
WHEREAS, the Consultant represents that he is qualified to
perform such service under this Agreement for Consulting Services
(hereinafter "Agreement").
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS SET
FORTH HEREIN:
I. SCOPE OF WORK
Consultant shall perform all requested services as directed
by the City Administrator, as outlined in the attached Exhibit A, which
is made a part hereof by reference as though fully set forth at length.
Consultant services shall be confidential.
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II. PROGRESS REPORTS
Consultant shall meet with the Vernon staff in the City
Administrator's office on a weekly basis and provide a written progress
report when requested concerning the scope of services performed during
the preceding period. In addition, any invoice for services shall
itemize the specific task performed during the billing period,
including the time assigned to each task.
III. TIME OF PERFORMANCE
Consultant's services herewith have commenced upon
September 28, 2000, and shall be completed by March 31, 2001. The
parties hereto may negotiate an extension of this Agreement if Vernon
still requires services to implement its telecommunications system.
IV. COMPENSATION
1. Compensation. Vernon shall compensate the
Consultant for services performed at the rate of $80.00 per hour, plus
approved expenses, with the understanding that Consultant will only be
able to work a maximum of 100 hours per month.
2. Job Expenses. In addition, directly related job
expenses will be billed at cost. They include: meals, taxis, telephone
calls, delivery, electronic data processing, facsimiles, graphics, and
printing.
3. Other Expenses. Other expenses may be billed but j
only if such other expenses have been given advance approval in writing';,
by the City Administrator.
V. METHOD OF PAYMENT
1. Within thirty (30) days after the last day of any
month in which services have been performed or costs incurred
hereunder, the Consultant shall submit an invoice to Vernon stating
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the amount due the Consultant. The invoice shall also contain an
itemization of directly related job expenses incurred by the Consultant
and for which compensation is due.
2. Payment of the invoice shall be made after
acceptance and approval by Vernon within thirty (30) days of receipt of
such invoice.
3. Vernon's approval of the invoice shall not be
unreasonably withheld.
VI. CHANGES AND EXTRA SERVICES
Vernon reserves the right to request changes in the services
to be performed by the Consultant. All such changes shall be
incorporated in written change orders executed by the Vernon and the
Consultant which shall specify the changes ordered and the adjustment
of compensation and completion time required thereof.
Any services added to the scope of this Agreement by a change
order shall be executed under all applicable conditions of this
Agreement. No claim for additional compensation or extension of time
shall be recognized unless contained in a duly executed change order.
VII. CONFIDENTIAL INFORMATION
1. Access to Confidential Information. Vernon may
provide Consultant with, or allow Consultant access to, certain
information not available to the public concerning Vernon, or
businesses located in Vernon. The information may include company
information, taxes, sales, value of assets, or other such information.
All such information shall be known as "Confidential Information" and
may not be used to circumvent the responsibility of either party to
this Agreement.
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1 2. No Disclosure. Except as expressly permitted,
2 Consultant shall not disclose, permit the disclosure of, release,
3 disseminate, or transfer, whether orally or by any other means, any
4 part of such Confidential Information to any other person or entity,
5 whether corporate, governmental, or individual, without the express
6 prior written consent of an authorized representative of Vernon.
7 Consultant shall return any written Confidential Information, and all
8 copies made of such items, to Vernon upon Vernon's written request, but
9 in any event not later than the.date that the Consultant has performed
10 all services to be performed pursuant to this Agreement. Consultant
11 hereby agrees that such Confidential Information and any documents
12 provided may be used by Consultant only as authorized by Vernon.
13 Consultant shall take reasonable measures to avoid any disclosure of
14 any such Confidential Information to any unauthorized person.
15 3. Court Ordered Disclosure. Consultant shall
16 immediately notify Vernon of any court order or subpoena requiring
17 disclosure of Confidential Information, and shall cooperate with the
18 city attorney in the appeal or challenge of any such order or subpoena.
19 Recipient may only disclose Confidential Information required to be
20 disclosed pursuant to court order or subpoena after legal counsel has
21 exhausted any lawful and timely appeal or challenge.
22 4. Remedies. In addition to any other remedies that
23 it may have at law or in equity, Vernon shall be entitled to a
24 temporary and permanent injunction by a court of competent jurisdiction
25 against'any breach or threatened breach of the Confidential Information
26 provisions of this Agreement. Consultant acknowledges that in case of
27 such breach or threatened breach of said provisions, Vernon would have
28 no adequate remedy at law.
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VIII.. GENERAL PROVISIONS
1. Independent Contractor. At all times during the
term of this Agreement, the Consultant shall be an independent
contractor and shall not be an employee of Vernon. Vernon shall have
the right to control the consultant only insofar as the results of the
Consultant's services rendered pursuant to this Agreement; however,
Vernon shall not have the right to control the means by which the
Consultant accomplishes services rendered pursuant to the Agreement,
except to the extent that such services involve the use of Vernon
1property or Confidential Information.
2. Consultant Not Agent. Except as Vernon may
specify in writing, the Consultant shall have no authority, express or
implied, to act on behalf of Vernon in any capacity whatsoever as an
agent. The Consultant shall have no authority, expressed or implied,
pursuant to this Agreement to bind Vernon to any obligation whatsoever.
3. Validity. The validity, interpretation and
performance of this Agreement shall be controlled and construed under
the laws of the State of California.
4. Products of Consulting. All products of
consulting services with the exception of computer software developed
by the Consultant, shall become the property of Vernon and shall be
delivered to Vernon before the end of the performance of this
Agreement. However, computer software shall remain the property of the
Consultant, except for Vernon's continued right to use said software at
no extra cost.
5. Assignment Prohibited. No party to this Agreement
may assign any right or obligation pursuant to this Agreement except
with the express written consent of the other party. Any other
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1 attempted or purported assignment of any right or obligation pursuant
2 to this Agreement shall be void and of no effect.
3 6. Termination. This Agreement may be terminated by
4 Vernon on thirty (30) days written notice to the Consultant. The
5 effective date of cancellation shall be after the 30th day after said
6 written notice. The Consultant shall be entitled to the compensation
7 earned by it prior to the date of the termination notice, computed pro
8 rata up to and including that date, plus compensation for work
9 performed during the thirty -day notice period and authorized in the
10 termination notice.
11 7. Insurance. Consultant shall maintain automobile
12 liability insurance coverage in an amount approved by the City
13 Administrator's office throughout the term of the Agreement.
14 8. Disputes. Any disputes that may arise as a result
15 of actions by either party to the Agreement, if unresolved after 90
16 days, shall be presented to a competent arbitration board for
17 resolution. Any costs of the arbitration hearing shall be borne by the
18 party adjudged culpable.
19 9. Attorney's Fees. In the event that it becomes
20 necessary for either party to this Agreement to enforce any of the
21 provisions of this Agreement, the parties agree that a court of
22 competent jurisdiction may determine and fix reasonable attorney's fees
23 to be paid to the successful litigant.
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10. Notices. Notices to the parties unless otherwise
requested in writing shall be sent to:
VERNON: THE CITY OF VERNON
ATTN: BRUCE V. MALKENHORST
CITY ADMINISTRATOR
4305 SANTA FE AVENUE
VERNON, CA 90058-0805
CONSULTANT: RICHARD M. BIRD, OWNER
COMPUPUB
4565 LARKWOOD AVENUE
WOODLAND HILLS, CA 91364
IX. ENTIRE AGREEMENT
This Agreement is the entire Agreement of the parties, the
Consultant represents that in entering into this Agreement, it has not
relied on any previous representations or understandings of any kind or
nature.
X. BENEFIT OF AGREEMENT
This Agreement shall bind and benefit the parties hereto and
their heirs, successors, and permitted assigns.
IN WITNESS WHEREOF, Vernon and the Consultant have executed
this Agreement as of the date first hereinabove set forth.
CITY OF VERNON
By: r
EONIS C. MALB G, May
ATTE y
BRUCE V. MALKENHORST, City Clerk
APPROVED AS TO
EDUARDO OLIVO, City Attorney
By:
Richard M. Bir
Owner, Compupub
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EXHIBIT
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Exhibit A
Scope of Work
It is the intent of the Consulting Agreement that the Consultant will
be assisted by engineering staff and administrative staff and will
perform services as directed by the City Administrator to assist in
completing the following tasks:
Task 1 Managing the completion of the fiber optic network in the
ITask 2
Task 3
Task 4
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17 Task 5
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21 Task 6
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23 Task 7_
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26 Task 8
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City of Vernon.
Managing the completion of the City Hall telecommunication
upgrade.
Finalization of the strategic partners for Telsys.
Configuring in detail, the stage 1 Telsys and the connection
to the Telephone Central Office of•a strategic partner such
as TelePacific, including the configuring of equipment, the
planning for the installation and maintenance and the cost of
each of these items.
The defining of the costs of the various telecommunication
services to be offered to the subscribing businesses, with an
estimate of the services that will be subscribed and the
resulting income stream coming to the City of Vernon.
Survey of the stage 1 businesses (about 350) to estimate
their interest level in subscribing to Telsys.
Marketing of Telsys to the stage 1 businesses and the signing
up of subscribers on the conditional basis of obtaining 100
subscribing businesses.
With the signing of at least 100 businesses, the work of
entering into contracts with the strategic partners and the
placing of orders for equipment and services will begin.
A-1
1 Tusk 9 Configuring in detail, the stage 2 Telsys and the connection
2 to the Telephone Central Office of a strategic partner,
3 including the configuring of equipment, the planning for the
4 installation and maintenance and the cost of each of these
5 items.
6 Task 10 Survey of the stage 2 businesses (about 350) to estimate
7 their interest level in subscribing.
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