Resolution No. 79933
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r
RESOLUTION NO. 7993
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT FOR THE PROVISION OF NON -REGULATED
E911 EQUIPMENT BY AND BETWEEN THE CITY OF VERNON
AND PACIFIC BELL TELEPHONE COMPANY DBA SBC PACIFIC
BELL
WHEREAS, the City's Police Department has determined that it
needs to purchase and install a master clock system to enable the
Police and Fire Departments to record the precise time when emergency
calls are received and to enable the Information Technology Division to
synchronize the time on the computer systems used by City Hall
personnel; and
WHEREAS, City staff sought informal quotes for the purchase
of a master clock system has determined that Pacific Bell Telephone
Company dba SBC Pacific Bell can provide Spectracom Netclock/GPS Master
Clock equipment that complies with the State of California E9-1-1 and
FCC requirements for E9-1-1; and
WHEREAS, on April 9, 2002, the Finance Committee recommended
that the City Council approve the recommendation of Bruce V.
Malkenhorst, Director of Finance, dated April 4, 2002, that an
agreement be entered into with Pacific Bell for the master clock
equipment, installation and maintenance; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (a) of
Section 2.27 of the Vernon City Code, it is in the public interest and
necessity to purchase the Spectracom Netclock/GPS Master Clock
equipment from Pacific Bell Telephone Company dba SBC Pacific Bell to
enhance services provided to the Vernon community.
If
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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
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement for the Provision of Non -Regulated E911
Equipment with Pacific Bell Telephone Company dba SBC Pacific Bell, a
copy of which is attached hereto as Exhibit "A" and made a part
hereof.
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 send one fully executed
Agreement to:
Pacific Bell Telephone Company dba SBC Pacific Bell
Attn. Stephen R. Fryer, Account Manager
600 E. Green Street, Room 310
Pasadena, CA 91101
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 19th day of June, 2002.
ATTEST:
BRUCE V. MALKENHORST, City Clerk
EONIS C. MALB G, Ma or
- 2 -
t
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7993, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, June 19,
2002, and thereafter was duly signed by the Mayor of the City of
(Vernon.
(SEAL)
BRUCE V. MALKENHORST, City Clerk
- 3 -
EXHIBIT
VI&
CUSTOMER
COPY
AGREEMENT FOR THE PROVISION OF NON -REGULATED E911 EQUIPMENT
BETWEEN
PACIFIC BELL TELEPHONE COMPANY dba SBC PACIFIC BELL AND
THE CITY OF VERNON
This Agreement for the Provision of Non -Regulated E911 Equipment ("B911
Equipment") is by and between PACIFIC BELL TELEPHONE COMPANY dba SBC PACIFIC
BELL, a California corporation ("Pacific") and THE CITY OF VERNON, a Municipal
corporation ("Customer"). The parties agree that the following terms and conditions apply to the
E911 Equipment provided for in this Agreement.
1. TERM
This Agreement shall become effective upon execution ("Effective Date").
2. DESCRIPTION AND QUANTITIES OF EQUIPMENT
Pacific shall furnish, install and maintain the E911 Equipment described below.
Description of Equipment
Netclock
PRICES
Payment Amount: $10,958.08
Price
$8,004.10 (Equipment)
$1,501.50 (Installation)
$1,452.48 (Maintenance)
$10,958.08 (Total)
The Payment Amount does not include applicable taxes. Pacific shall separately state all such
taxes on the bill rendered to Customer and Customer shall be liable for and shall reimburse
Pacific for all such amounts.
4. PAYMENT
Customer will remit the Payment Amount set forth above within thirty (30) days after the
installation of the E911 Equipment. Pacific imposes a late payment charge of 1.5% per month on
any unpaid balance carried forward from one month's bill to the next. Customer understands that
the State of California will not reimburse Customer for payments under this Agreement and that
the State of California is not responsible for payments to Pacific under this Agreement.
5. TITLE
Title to the E911 Equipment shall pass to Customer upon full payment of the price.
6. WARRANTY AND MAINTENANCE
Pacific warrants that E911 Equipment provided hereunder, which meets the standards and
guidelines set by the National Emergency Number Association (NENA), performs in accordance
with the manufacturer's specifications and guarantees the E911 Equipment against defects,
including labor. Pacific will repair or replace defective parts of such E911 Equipment at no
charge to the Customer unless such defect is caused by an act or omission of the Customer, its
agents or employees.
Pacific makes no warranties, either express or implied, to Customer with respect to the E911
Equipment provided hereunder which does not meet the standards and guidelines set by NENA,
including, without limitation, warranties of merchantability and fitness for particular purpose or
warranties which arise from trade, custom, or usage, and warranties of non -infringement. Pacific
will repair or replace defective parts of such E911 Equipment at no charge to the Customer
unless such defect is caused by an act or omission of the Customer, its agents or employees.
The warranties set forth in this Agreement are in lieu of all other warranties, whether written or
oral, statutory, expressed or implied.
Pacific will provide maintenance service for the E911 Equipment purchased hereunder for a
period of five years following acceptance.
7. INDEMNIFICATION
Customer shall be indemnified and saved harmless by Pacific from and against all loss, claims,
damages, penalties, costs and expenses, including attorney's fees, by reason of property damages
or bodily injury of any nature or kind (including death) that is caused by the negligence or willful
misconduct of Pacific, its employees or authorized representatives, arising out of or in
connection with Pacific's provision of service and/or equipment. Pacific shall be indemnified
and saved harmless by Customer from and against all loss, claims, damages, penalties, costs and
expenses, including attorney's fees, caused by the negligence or willful misconduct of Customer,
its employees or authorized representatives arising out of the performance or nonperformance of
Customer's obligations.
8. LIABILITY
Pacific's liability for errors or omissions of any kind shall not exceed $10,000. The remedies
provided in this Section shall be Customer's sole and exclusive remedies at law or in equity. In
no event shall Pacific be liable for any indirect, special, incidental or consequential damages
(including but not limited to loss of use, goodwill, profit or revenues) regardless of the form of
action, whether in contract, tort (including but not limited to negligence), whether or not Pacific
has been advised of the possibility of such damages unless ordered to pay such by a court of law.
E911 Equipment provided hereunder is provided solely for the benefit of the Customer in the
provision of E911 service. The provision of E911 Equipment provided hereunder shall not be
interpreted, construed or regarded, either expressly or impliedly, as being for the benefit of or
creating any obligation of Pacific to any third person or legal entity other than the Customer.
In the event that any of the E911 Equipment provided hereunder does not meet the standards and
guidelines set by the National Emergency Number Association (NENA) for E911 Equipment,
Pacific shall not be liable for any claims, losses, or damages of any kind arising out of or in
connection with the use of such E911 Equipment.
2
9. CANCELLATION
After start of installation of the E911 Equipment and Services, if the Customer cancels, modifies
or defers the installation of E911 Equipment and Services, then a charge shall apply, except as
provided herein, which would allow Pacific to recover the nonrecoverable costs of engineering,
labor, material, E911 Equipment and Services and other related expenses attributable to the
provision of E911 Equipment under this Agreement. For purposes of this Agreement, the "start
of installation" shall be deemed to commence when Pacific performs any work or incurs any
expense in connection therewith, or in preparation therefore, which would not otherwise have
been performed or incurred.
10. TERMINATION CHARGES
A. If Customer terminates this Agreement prior to the initial installation of the E911
Equipment, Customer shall pay Pacific's recurring and nonrecurring costs of labor, engineering,
nonreusable materials, interest, transportation, storage, manufacturer's cancellation charges and
any other costs incurred by Pacific or its subcontractors prior to completion of initial installation,
including those expenses incurred in preparation for start of initial installation. The changes
must be attributable to the provision of E911 Equipment under this Agreement.
B. If Customer terminates this Agreement after the initial installation of the E911
Equipment, Customer will not be entitled to any refund of any of the Payment Amount as set
forth in Section 3 above.
C. Pacific shall, when applicable, compute the termination charges as set forth
above, and render a bill to Customer. Pacific will make reasonable efforts to mitigate its
damages. Upon receipt of such bill, Customer shall pay the amount due to Pacific, pursuant to
the terms and conditions of this Agreement.
11. ACCESS
Pacific shall be provided access to Customer's premises at any reasonable time for the purpose of
installing, inspecting, testing, rearranging, repairing or removing the E911 Equipment and
facilities used in furnishing E911 Equipment provided hereunder. Pacific shall have the right to
make such tests and adjustments as are necessary or appropriate to maintain its E911 Equipment
and/or facilities in satisfactory operating condition.
12. CUSTOMER RESPONSIBILITIES
The Customer has the responsibility, with no charge to Pacific, to:
a. Adhere to the guidelines set forth in the State of California 911 Guidelines Manual
in the use of the E911 Equipment.
b. Make such inspections and operational tests, as in the judgment of the Customer, are
required to determine whether the E911 Equipment is functioning properly for their
use. The Customer shall promptly notify Pacific in the event the E911 Equipment is
not functioning properly.
c. Provide a secure work area in which to house Pacific's E911 Equipment.
d. Provide adequate work space, heat, light, ventilation and electrical outlets and
provide the staging and reception area for the E911 Equipment and any material(s)
delivery.
e. Provide necessary supporting structures, such as conduit, plywood, backboards, and
pull ropes, as required.
f. Allow ready access for any E911 Equipment and personnel at times reasonably
requested by Pacific. Work performed by the Customer, other vendors or contractors
may not interfere with Pacific's work. Any delay caused by such interferences is
without penalty to Pacific.
g. Remove any hazardous material (e.g. asbestos) or correct any hazardous condition
that affects Pacific's performance of work. Any delay caused by such interferences
is without penalty to Pacific.
13. REARRANGEMENTS
After installation, should Customer desire any rearrangement, including removals, moves or
changes, of the E911 Equipment furnished hereunder, Customer shall pay labor charges
computed in accordance with Pacific's Tariff Schedule Cal.P.U.C. A3.1 for any such
rearrangement, removal, move or change of the E911 Equipment and facilities related thereto.
14. DATA MANAGEMENT SYSTEM
Any E911 Equipment used by Customer in conjunction with E911 service, whether such E911
Equipment is provided by Pacific or Customer, shall be configured so that it is unable to extract
any information from the Data Management System other than information relating to a number
identified through the ANI capability as the source of an in -progress call.
15. INSPECTION AND MONITORING
The rates and charges for E911 Equipment provided hereunder do not contemplate the inspection
or constant monitoring of the E911 Equipment or facilities to discover errors, defects and
malfunctions in the E911 Equipment or E911 service, and Pacific does not undertake such
responsibility. Customer is responsible for inspection and monitoring such E911 Equipment as
set forth and described herein.
16. ASSIGNMENT
Neither this Agreement nor any interest of Customer hereunder, or any use of the E911
Equipment provided hereunder may be assigned, sublet or in any manner transferred by
Customer without the prior written consent of Pacific. Pacific may, at any time, without
Customer's consent, assign its rights and delegate its duties either in whole or in part under this
Agreement to any present or future subsidiary or affiliate of Pacific. Pacific shall give Customer
written notice of any such assignment. Any assignment or delegation in contravention of this
section shall be void and of no effect.
17. NOTICES
All notices or other communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the United States mail, postage prepaid,
and addressed as follows:
4
To Customer:
The City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Captain Solomon Benudiz
18. HEADINGS
To Pacific:
Pacific Bell Telephone Company dba
SBC Pacific Bell
600 E. Green Street, Room 310
Pasadena, CA 91101
Attn: Account Manager — Vernon
Police Department
The headings for this Agreement are for convenience only and shall not be construed to define or
limit any of the terms herein or affect the meaning or interpretation of this Agreement.
19. SEVERABILI TY
In the event that any one or more of the provisions contained herein shall for any reason be held
to be unenforceable in any respect under the laws of the State of California, such
unenforceability shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such unenforceable provision or provisions had never been contained herein.
20. GENERAL
a. This Agreement sets forth the entire understanding of the parties and supersedes
any and all prior agreements, arrangements, representations or understandings relating to
the subject matter hereof.
b. No subsequent agreement between Customer and Pacific concerning the subject
matter of this Agreement shall be effective or binding unless it is made in writing. No
representation, promise, inducement or statement of intention has been made by either
party which is not embodied herein.
C. The failure of either party to insist upon strict performance of any of the terms,
covenants or conditions of this Agreement in any one or more instances shall not be
construed as a waiver or relinquishment for the future of any such terms, covenants or
conditions, but all of the same shall be and remain in full force and effect.
d. Pacific and Customer agree to comply with all applicable federal, state and local
laws, regulations and rules in the performance of this Agreement.
e. This Agreement shall be construed in accordance with and be governed by the
laws of the State of California.
f. The parties to this Agreement are not partners, joint venturers, agents, or
employees of each other.
g. Neither party will be deemed to have waived any provision of this Agreement
unless the waiver is in writing, signed by the party, and specifies the extent and nature of
the waiver and that no waiver will be deemed to be a continuing waiver unless so stated
in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
THE CITY OF VERNON
LE
Print Name:
Title:
Date:
ATTESTED:
By:
Print Name:
Title:
Date:
FORM APPROVED:
By:
Print Name:
Title:
Date:
PACIFIC BELL TELEPHONE COMPANY
dba SBC PACIFIr..a—
PrintLBy: Name:
Title:
Dater
f i
Print Name.7�)cO V � c . c,
Title- ma G�t•�
Date:�3—
FORM APPROVED
Pacific Bell
By
Attorney
0
SUPPORTING
DOCUMENTS
CUSTOMER
COPY
AGREEMENT FOR THE PROVISION OF NON -REGULATED E911 EQUIPMENT
BETWEEN
PACIFIC BELL TELEPHONE COMPANY dba SBC PACIFIC BELL AND
THE CITY OF VERNON
This Agreement for the Provision of Non -Regulated E911 Equipment ("E911
Equipment") is by and between PACIFIC BELL TELEPHONE COMPANY dba SBC PACIFIC
BELL, a California corporation ("Pacific") and THE CITY OF VERNON, a Municipal
corporation ("Customer"). The parties agree that the following terms and conditions apply to the
E911 Equipment provided for in this Agreement.
YY�:iTI
This Agreement shall become effective upon execution ("Effective Date").
2. DESCRIPTION AND QUANTITIES OF EQUIPMENT
Pacific shall furnish, install and maintain the E911 Equipment described. below.
Description of Equipment
Netclock
PRICES
Payment Amount: $10,958.08
Price
$8,004.10 (Equipment)
$1,501.50 (Installation)
$1,452.48 (Maintenance)
$10,958.08 (Total)
The Payment Amount does not include applicable taxes. Pacific shall separately state all such
taxes on the bill rendered to Customer and Customer shall be liable for and shall reimburse
Pacific for all such amounts.
4. PAYMENT
Customer will remit the Payment Amount set forth above within thirty (30) days after the
installation of the E911 Equipment. Pacific imposes a late payment charge of 1.5% per month on
any unpaid balance carried forward from one month's bill to the next. Customer understands that
the State of California will not reimburse Customer for payments under this Agreement and that
the State of California is not responsible for payments to Pacific under this Agreement.
5. TITLE
Title to the E911 Equipment shall pass to Customer upon full payment of the price.
6. WARRANTY AND MAINTENANCE
Pacific warrants that E911 Equipment provided hereunder, which meets the standards and
guidelines set by the National Emergency Number Association (NENA), performs in accordance
with the manufacturer's specifications and guarantees the E911 Equipment against defects,
including labor. Pacific will repair or replace defective parts of such E911 Equipment at no
charge to the Customer unless such defect is caused by an act or omission of the Customer, its
agents or employees.
Pacific makes no warranties, either express or implied, to Customer with respect to the E911
Equipment provided hereunder which does not meet the standards and guidelines set by NENA,
including, without limitation, warranties of merchantability and fitness for particular purpose or
warranties which arise from trade, custom, or usage, and warranties of non -infringement. Pacific
will repair or replace defective parts of such E911 Equipment at no charge to the Customer
unless such defect is caused by an act or omission of the Customer, its agents or employees.
The, warranties set forth in this Agreement are in lieu of all other warranties, whether written or
oral, statutory, expressed or implied.
Pacific will provide maintenance service for the E911 Equipment purchased hereunder for a
period of five years following acceptance.
7. INDEMNIFICATION
Customer shall be indemnified and saved harmless by Pacific from and against all loss, claims,
damages, penalties, costs and expenses, including attorney's fees, by reason of property damages
or bodily injury of any nature or kind (including death) that is caused by the negligence or willful
misconduct of Pacific, its employees or authorized representatives, arising out of or in
connection with Pacific's provision of service and/or equipment. Pacific shall be indemnified
and saved harmless by Customer from and against all loss, claims, damages, penalties, costs and
expenses, including attorney's fees, caused by the negligence or willful misconduct of Customer,
its employees or authorized representatives arising out of the performance or nonperformance of
Customer's obligations.
8. ' LIABILITY
P,acific's liability for errors or omissions of any kind shall not exceed $10,000. The remedies
provided in this Section shall be Customer's sole and exclusive remedies at law or in equity. In
no event shall Pacific be liable for any indirect, special, incidental or consequential damages
(including but not limited to loss of use, goodwill, profit or revenues) regardless of the form of
action, whether in contract, tort (including but not limited to negligence), whether or not Pacific
has been advised of the possibility of such damages unless ordered to pay such by a court of law
E911 Equipment provided hereunder is provided solely for the benefit of the Customer in the
provision of E911 service. The provision of E911 Equipment provided hereunder shall not be
interpreted, construed or regarded, either expressly or impliedly, as being for the benefit of or
creating any obligation of Pacific to any third person or legal entity other than the Customer.
In the event that any of the E911 Equipment provided hereunder does not meet the standards and
guidelines set by the National Emergency Number Association (NENA) for E911 Equipment,
Pacific shall not be liable for any claims, losses, or damages of any kind arising out of or in
connection with the use of such E911 Equipment.
9. CANCELLATION
After start of installation of the E91 I Equipment and Services, if the Customer cancels, modifies
or defers the installation of E911 Equipment and Services, then a charge shall apply, except as
provided herein, which would allow Pacific to recover the nonrecoverable costs of engineering,
labor, material, E911 Equipment and Services and other related expenses attributable to the
provision of E911 Equipment under this Agreement. For purposes of this Agreement, the "start
of installation" shall be deemed to commence when Pacific performs any work or incurs any
expense in connection therewith, or in preparation therefore, which would not otherwise have
been performed or incurred.
10.. TERMINATION CHARGES
A. If Customer terminates this Agreement prior to the initial installation of the E911
Equipment, Customer shall pay Pacific's recurring and nonrecurring costs of labor, engineering,
nonreusable materials, interest, transportation, storage, manufacturer's cancellation charges and
any other costs incurred by Pacific or its subcontractors prior to completion of initial installation,
including those expenses incurred in preparation for start of initial installation. The changes
must be attributable to the provision of E911 Equipment under this Agreement.
B. If Customer terminates this Agreement after the initial installation of the E911
Equipment, Customer will not be entitled to any refund of any of the Payment Amount as set
forth in Section 3 above.
C. Pacific shall, when applicable, compute the termination charges as set forth
above, and render a bill to Customer. Pacific will make reasonable efforts to mitigate its
damages. Upon receipt of such bill, Customer shall pay the amount due to Pacific, pursuant to
the terms and conditions of this Agreement.
11. ' ACCESS
Pacific shall be provided access to Customer's premises at any reasonable time for the purpose of
I
nstalling, inspecting, testing, rearranging, repairing or removing the E911 Equipment and
facilities used in furnishing 1911 Equipment provided hereunder. Pacific shall have the right to
make such tests and adjustments as are necessary or appropriate to maintain its E911 Equipment
and/or facilities in satisfactory operating condition.
12. CUSTOMER RESPONSIBILITIES
The Customer has the responsibility, with no charge to Pacific, to:
a. Adhere to the guidelines set forth in the State of California 911 Guidelines Manual
in the use of the E911 Equipment.
b. Make such inspections and operational tests, as in the judgment of the Customer, are
required to determine whether the E911 Equipment is functioning properly for their
use. The Customer shall promptly notify Pacific in the event the E911 Equipment is
not functioning properly.
c. Provide a secure work area in which to house Pacific's 8911 Equipment.
d. Provide adequate work space, heat, light, ventilation and electrical outlets and
provide the staging and reception area for the E911 Equipment and any material(s)
delivery.
e. Provide necessary supporting structures, such as conduit, plywood, backboards, and
pull ropes, as required.
f. Allow ready access for any E911 Equipment and personnel at times reasonably
requested by Pacific. Work performed by the Customer, other vendors or contractors
may not interfere with Pacific's work. Any delay caused by such interferences is
without penalty to Pacific.
g. Remove any hazardous material (e.g. asbestos) or correct any hazardous condition
that affects Pacific's performance of work. Any delay caused by such interferences
is without penalty to Pacific.
13. REARRANGEMENTS
After installation, should Customer desire any rearrangement, including removals, moves or
changes, of the E911 Equipment furnished hereunder, Customer shall pay labor charges
computed in accordance with Pacific's Tariff Schedule Cal.P.U.C. A3.1 for any such
rearrangement, removal, move or change of the E911 Equipment and facilities related thereto.
14. DATA MANAGEMENT SYSTEM
Any E911 Equipment used by Customer in conjunction with E911 service, whether such E911
Equipment is provided by Pacific or Customer, shall be configured so that it is unable to extract
any information from the Data Management System other than information relating to a number
identified through the ANI capability as the source of an in -progress call.
15. INSPECTION AND MONITORING
The rates and charges for E911 Equipment provided hereunder do not contemplate the inspection
or constant monitoring of the E911 Equipment or facilities to discover errors, defects and
malfunctions in the E911 Equipment or E911 service, and Pacific does not undertake such
responsibility. Customer is responsible for inspection and monitoring such E911 Equipment as
set forth and described herein.
16. ASSIGNMENT
Neither this Agreement nor any interest of Customer hereunder, or any use of the E911
Equipment provided hereunder may be assigned, sublet or in any manner transferred by
Customer without the prior written consent of Pacific. Pacific may, at any time, without
Customer's consent, assign its rights and delegate its duties either in whole or in part under this
Agreement to any present or future subsidiary or affiliate of Pacifica Pacific shall give Customer
written notice of any such assignment. Any assignment or delegation in contravention of this
section shall be void and of no effect.
17. NOTICES
All notices or other communications hereunder shall be deemed to have been duly given when
made in writing and delivered in person or deposited in the United States mail, postage prepaid,
and addressed as follows:
4
To Customer:
The City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Captain Solomon Benudiz
18. HEADINGS
To Pacific:
Pacific Bell Telephone Company dba
SBC Pacific Bell
600 E. Green Street, Room 310
Pasadena, CA 91101
Attn: Account Manager — Vernon
Police Department
The headings for this Agreement are for convenience only and shall not be construed to define or
limit any of the terms herein or affect the meaning or interpretation of this Agreement.
19. SEVERABILITY
In the event that any one or more of the provisions contained herein shall for any reason be held
to be unenforceable in any respect under the laws of the State of California, such
unenforceability shall not affect any other provision of this Agreement, but this Agreement shall
be construed as if such unenforceable provision or provisions had never been contained herein.
20. GENERAL
a. This Agreement sets forth the entire understanding of the parties and supersedes
any and all prior agreements, arrangements, representations or understandings relating to
the subject matter hereof.
b. No subsequent agreement between Customer and Pacific concerning the subject
matter of this Agreement shall be effective or binding unless it is made in writing. No
representation, promise, inducement or statement of intention has been made by either
party which is not embodied herein.
C. The failure of either party to insist upon strict performance of any of the terms,
covenants or conditions of this Agreement in any one or more instances shall not be
construed as a waiver or relinquishment for the future of any such terms, covenants or
conditions, but all of the same shall be and remain in full force and effect.
d. Pacific and Customer agree to comply with all applicable federal, state and local
laws, regulations and rules in the performance of this Agreement.
e. This Agreement shall be construed in accordance with and be governed by the
laws of the State of California.
f The parties to this Agreement are not partners, joint venturers, agents, or
employees of each other.
g. Neither party will be deemed to have waived any provision of this Agreement
unless the waiver is in writing, signed by the party, and specifies the extent and nature of
the waiver and that no waiver will be deemed to be a continuing waiver unless so stated
in writing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
THE CITY OF VERNON
Lai
Title: Mayor
Date: June 27, 2002
ATTESTJiD:
By. ,✓'`L
Title: City Administrator
Date: —June 27, 2002
FORM OVED:
By:
Print Name:
Title: C,-i t A
Date: (, -
PACIFIC BELL TELEPHONE COMPANY
dba SBC PACIFI BE
By:
Print Name:
Title: q N � �6-'C6VA (44+n
Date:
Print • i�
D. +
FORM APPROVED
Pacific Bell
Rv (� Q (jaja c-
Attorney
6