Resolution No. 80531
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RESOLUTION NO. 8053
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF AN
EQUIPMENT MAINTENANCE AGREEMENT WITH ACCURATE
TELECOM, INC.
WHEREAS, on May 2, 2001, the City Council of the City of
Vernon adopted Resolution No. 7754 approving and authorizing the
execution of an equipment Order Agreement (No. DC7070 Rev2) with
Accurate Telecom, Inc. ("Accurate") for the purchase and installation
of the City's Mitel Telephone System ("System") and maintenance support.
for the first year; and
WHEREAS, as part of the Equipment Order Agreement, the City
Council also approved Accurate's Response to the City of Vernon's
Request for Proposal for Telecommunications System which included
items appearing behind Tabs 1 through 31; and
WHEREAS, the information behind Tab 21 of Accurate's
Response contained a description of the four support plans available
to the City after the warranty period, the maintenance costs for the
System during years two through five, and a blank form of an Equipment
Maintenance Agreement; and
WHEREAS, the City of Vernon's maintenance plan on the System
would expire on July 17, 2002, unless renewed; and
WHEREAS, in order to meet the urgent need for System support
services and to ensure the proper functioning and continuity of the
System, the Purchasing Assistant executed the Equipment Maintenance
Agreement with Accurate on August 19, 2002, and authorized payment in
accordance with the terms thereof, subject to ratification by the City
Council; and
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WHEREAS, the Equipment Maintenance Agreement provides for
automatic renewal unless the City provides written notice of
(cancellation 30 days prior to the expiration of the annual term; and
WHEREAS, by letter dated August 19, 2002, Bruce V.
Malkenhorst recommended that the second -year maintenance agreement with
Accurate be ratified for the period July 18, 2002 through July 17,
12003; and
WHEREAS, the City Council desires to approve and ratify the
Equipment Maintenance Agreement, as executed by the Purchasing
Assistant, and the payment of fees in accordance therewith for the
second year of maintenance of the System; 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 ratify entering into an Equipment Maintenance Agreement
with Accurate to enhance services provided to the Vernon community.
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
ratifies the execution of the Equipment Maintenance Agreement with
Accurate, 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
approves and ratifies the payment of fees in accordance with the terms
of the Equipment Maintenance Agreement.
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SECTION 4: 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 4th day of September, 2002.
LEONIS C. MALIBURG, itayor
ATTEST:
BRUCE V. MALKENHORST, City Clerk
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1 STATE OF CALIFORNIA )
2 ) ss
COUNTY OF LOS ANGELES )
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4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
5 hereby certify that the foregoing Resolution, being Resolution No.
6 8053, was duly adopted by the City Council of the City of Vernon at a
7 regular meeting of the City Council duly held on Wednesday,
8 September 4, 2002, and thereafter was duly signed by the Mayor of the
9 City of Vernon.
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BRUCE V. MALKENHORST, City Clerk
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4 -
SUPPORTING
DOCUMENTS
EXHIBIT
VI&
ACCURATE TELECOM, INC.
EQUIPMENT MAINTENANCE AGREEMENT
This Equipment Maintenance and Service Agreement ("Agreement") is made and entered into by
ACCURATE and between ACCURATE TELECOM INC., 16108 Covello Street, Van Nuys, CA 91406
TELECOM INC (hereinafter referred to as "ATI"), and:
CITY OF VERNON Equipment Location: EMA #: BR7656
Name
4305 Santa Fe Avenue
Address
Term: 1 YEAR
4305 Santa Fe Avenue
Address Effective
Date: 7/18/02
Vernon, CA. 90058 Vernon, CA. 90058
City, State, & Zip City, State, & Zip Annual
(323)583-8811 (323)583-4451
Telephone Fax
Rate: $20,715.30
Carlos Fandino
Contact EMA
(hereinafter referred to as "Customer"). Plan: PLATINUM
IN WITNESS WHEREOF, the parties hereto have hereby set their hands and seals on the day and year written
hereinbelow, at Van Nuys, County of Los Angeles, State of California.
ACCURATE TELECOM INC. (ATI)
A California Corporation
By: K.C. JONES
(Name —Please Print)
(SignatuNT
PRESIDENT
(Title)
2002,-
(Date)
CUSTOMER
CITY OF VERNON
(Firm Name)
DOLORES FONSECA
(Name —Please Print)
PURCHASING ASSISTANT
(Title)
08/19/02
(Date)
IN CONSIDERATION OF THE MUTUAL COVENANTS, CONDITIONS AND AGREEMENTS HEREIN CONTAINED AND OTHER
VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, ATI AND CUSTOMER AGREE AS
FOLLOWS:
1. SERVICE. Pursuant to the terms and conditions of this Equipment Maintenance Agreement NO. BR7656 ATI will maintain the equipment for
a period of one year from the effective date of the Agreement, against defective parts and workmanship. Under the terms of this Agreement, ATI shall
furnish all necessary service, parts, and materials necessary to maintain the Equipment in good working condition and repair, subject to the rates and
limitations set forth below. The annual charge shall be $20,715.30 . Based on 2.63 per PBX port per month and $25.00 per VM port per
month. The Equipment is currently utilizing 492 PBX ports, 12 VM ports and peripheral equipment. Customer requested repairs,
changes, additions and deletions to the Equipment will be provided for at ATI's then current rate for such services. Upon notice to the customer,
ATI's rate charged for services may be increased a maximum of ten percent (101/6) during each annual term of this Agreement. If this Agreement is
renewed for additional one (1) year periods, as provided in paragraph 4 herein below, the annual charge for each renewal term shall be determined by
ATI and provided to the customer not later than 60 days prior to expiration of the current'annual term. ATI's current rates are 105.00 per
technician, per regular first hour and $157.50 per technician, per first overtime hour. All second hour labor is billed in one-half hour increments,
per technician.
2. MAINTENANCE. ATI shall use its best efforts in order to attempt to provide the maintenance and repair service described herein within twenty-
four (24) hours of receipt of notice from Customer of the need thereof. ATI shall further use its best efforts to attempt to render emergency service
within four (4) hours or less of receipt from Customer of notice of the need thereof. The term "emergency service", for purposes of this
agreement, shall mean service necessary to restore the Equipment to functional operation upon major failure. For purposes of this agreement, a
major failure is defined as one or more failures of the Equipment that negates the ability of the equipment as a whole to process either incoming,
outgoing or internal calls. The obligations of ATI to provide the foregoing services shall not apply to any service or repair necessitated by damage
caused by other than normal wear and tear, including, without limitation, damage caused by misuse; negligence; theft; accident; loss; connection to
direct current; dust; fire; flood; wind; conditions of use or operation not within original Manufacturers Specifications; Acts of God of public enemy
or installation, repair or alteration by anyone other than ATI or its duly authorized representatives.
However, should the Customer request that ATI provide maintenance and repair services for the causes or conditions that are excluded herein above,
then ATI shall provide the maintenance and repair services at ATI's then -prevailing rates. Additionally, this equipment or any physical changes to
the equipment requested by the Customer. All such modifications, changes or relocation of the equipment will be at ATI's then prevailing rates.
FINALLY, THE CUSTOMER HEREBY AGREES THAT ATI SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY 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 ATFS INABILITY TO RESPOND OR
PROVIDE REPAIR OR MAINTENANCE SERVICES WITHIN EITHER TWENTY-FOUR (24) OR FOUR (4) HOURS OF ANY SUCH
REQUEST.
3. TERM AND RENEWAL. This Agreement shall be in effect upon receipt of the quaterly charge in advance by ATI for a period of one (1) year
from the effective date of 7/18/02 . This Agreement shall automatically be renewed each year for a successive one (1) year term unless ATI or
Customer shall provide written notice of cancellation to the other not later than thirty (30) days prior to the expiration of the annual term.
Upon each such renewal, Customer shall pay to ATI for the maintenance service described herein, in an amount to be determined and provided to
Customer no later than thirty(30) days prior to the expiration of the current annual term. Customer agrees to pay said charges in advance in
quarterly installments and within fifteen (15) days of receipt from ATI of an invoice therefor.
If additional equipment is purchased from ATI and added to "the Equipment" said equipment shall be incorporated within the terms of this
Agreement. If this Agreement is canceled in the manner and within the time set forth hereinabove, Customer may request, but ATI shall not be
required to, enter into a contract with ATI for the provision of "per call" maintenance services, including manufacturer's recommended preventative
maintenance, at the prevailing rates of ATI.
4. CUSTOMER'S DUTY TO NOTIFY. Customer agrees to promptly notify ATI of failure of any item of equipment and ATI shall provide
maintenance in accordance with the terms of this agreement and its normal operating procedures.
5. GRANT OF ACCESS. Customer will permit or arrange for access to the premises where the Equipment is located by ATI for any installation
and/or maintenance of the equipment required of ATI under this Agreement. Customer shall also cooperate with ATI in obtaining all necessary
consents and waivers from the owner of the premises or any other person whose consent to waiver is necessary, proper, or required in connection
with the maintenance of the Equipment and will supply all supplemental equipment necessary for such installation and/or maintenance.
6. PROPRIETARY INFORMATION. Customer agrees that all information provided or disclosed by ATI to Customer in connection with ATI
maintenance and repair duties is the sole and exclusive property of ATI, and shall not be disclosed by Customer to any other person without the
written consent of ATL
7. PROTECTION OF ATI'S TRADE SECRETS. The parties hereto hereby acknowledge that ATI's employees and maintenance personal have
become acquainted with what ATI, the Customer and ATI's employees agree are sensitive and confidential trade secrets which are owned solely and
exclusively by ATI, which trade secrets include, but are not limited to: Knowledge and data concerning ATI and/or its affiliated companies or
subsidiaries; their business(es); their methods of doing business; the operation of their business(es); operational procedures and methods; access and
security codes and numbers; price formulas; compilations of information; diagnostic, test, and demonstration equipment; systems and programs;
computer programs; computer print-outs; lists; records; forms; specifications; customer needs and requirements; installation and repair techniques
and methods; and, the identity of ATI's customers; all of which are owned solely and exclusively by ATI, and all of which are regularly used in the
operation of the business of ATI and/or its affiliated companies or subsidiaries.
The Customer hereby agrees, acknowledges, warrants, and covenants that the trade secrets of ATI are not known outside of ATI's business; that not
all of ATI's other employees are aware of or have become acquainted with ATI's trade secrets; that the trade secrets are valuable to ATI in the
operation of its business; and, that the disclosure of the trade secrets to the Customer or to ATI's competitors or the use of the trade secrets by ATI's
employees or the Customer for their or its own benefit would cause serious, substantial irreparable harm to ATI's business and/or unfair competition;
that ATI has expended substantial amounts of time, energy, and money to develop its trade secrets; and, that the said trade secrets cannot be easily
acquired by others.
Therefore, in order to protect and safeguard ATI's trade secrets, the Customer agrees, for a period of one (1) year after the date of any former
employee's termination of employment with ATI, not to solicit the employment, or employ any, former employee of ATI, or contractor,
subcontractor or otherwise obtain the service or skills of any former employee of ATI, regardless of whether the former employee had any direct or
indirect contact with the Customer during his or her employment by ATI.
8. SOFTWARE. All software not specifically licensed by a purchase order, equipment sales order, or change order, shall remain the sole property of
ATI. ATI reserves the right to remove such software upon cancellation of this contract by either party.
9. DEFAULT IN PAYMENT. If the Customer shall fail to pay any sum due and owing to ATI hereunder, or fail to perform any other obligation
imposed on it hereunder, then, in addition to any and all other remedies available to ATI at law, or inequity, or under the terms of this agreement,
ATI may: (1) 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
10.00 for each week the installment payment is delinquent; (iii) cease any maintenance work that may be required, pending, scheduled, or in
progress; (iv) cease performing any of ATI'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.
10. PARTIAL INVALIDITY. If any term, covenant, condition or provision of this Agreement is held by any Court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall be in no way affected, impaired or
invalidated.
11. ENTIRE AGREEMENT. This Agreement, together with all Exhibits and Schedules attached hereto and incorporated herein, contains the entire
Agreement of the parties with respect to the matters covered herein; and it supersedes any and all prior proposals, quotes, negotiations, 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 which is not contained
herein shall be binding or valid. This Agreement may not be modified or amended, except by writing, signed by both parties.
12. AUTHORITY TO SIGN: JONT AND SEVERAL LIABILITY. If Customer is a corporation, LLC, or partnership, the person signing this
Agreement on behalf of such organization hereby warrants that he has full and complete authority to bid such organization and sign this Agreement.
Said person and the organization shall be jointly and severally liable for all sums that may be due and owing to ATI hereunder, including attorney's
fees and costs.
13. ATTORNEY'S FEES. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or on account of an
alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, or any schedule or exhibit
incorporated herein, then the successful or prevailing party in such action shall be entitled to recover from the other party actual attorney's fees and
all other costs and expense incurred in any such action or proceeding, in addition to any other relief or damages to which the prevailing party may be
entitled. This Agreement shall be governed and construed under and in accordance with the laws of the State of California.
14. TOLL FRAUD AND DATA LOSS DISCLAIMER WARNING. ATI disclaims any express or implied warranty that its equipment is technically
immune from or prevents fraudulent intrusions into and/or unauthorized use of the system (including its interconnection to the long distance
network). You are hereby warned that fraudulent use of the system, including but not limited to DISA, Auto -Attendant, Voice Mail, 800 and 900
service, is possible and you agree to assume the risk thereof. ATI also warns you that while telecommunications systems are not immune from toll
fraud by an intervening criminal act, that Mitel has published a technical service bulletin for the product you have purchased entitled "PABX-CDE
PROGRAMMING PERTAINING TO UNAUTHORIZED TOLL CALLING ACCESS", which if its recommendations are properly followed, will
help minimize the threat of fraudulent intrusion into the system for the purpose of gaining access to a long distance line. Customer acknowledges
and agrees that he is responsible for disconnecting service and circuits with its existing carrier(s) including Pacific Bell, GTE, and any other local or
long distance carriers and ATI shall not be liable for any failure to disconnect service.
f
Customer
Address
City
Phone No.
Contact
PLATINUM MAINTENANCE PLAN for MITEL SX-2000 PBX
City Of Vernon
4305 Santa Fe Avenue
Ln
583-8811
Fandino
Date of Inventory 7/18/02
State CA. Zip 90058
Fax No. 1(323) 826-1433
Mitel System Configuration
SX-2000 L
No. of
Ports per
Total
Monthly
Extended
Cards
Type of Card
Card
Ports
$/Port
Mo. Price
1
Attendant Console(Superconsole)
4
4
2.63
10.52
4
ONS Analog Line Card
16
64
2.63
168.32
1
LS/GS Digital Trunk Card
8
8
2.63
21.04
15
Digital (DNIC) Line Card
16
240
2.63
631.20
2
Dual Link PRI
48
96
2.63
252.48
48
IPERA Licenses
0
80
2.63
210.40
Total System Ports & Monthly Total
492
$2.63
$1,293.96
Annual Maintenance for Mitel
$15,527.52
Peri heral Equipment Invento
Ports/
Monthly
Annual
Extended
Type of System/Equipment
Quantity
$/Port
$/Port
Price
1
Active Voice Repartee VP Voice Mail
12
25.00
300.00
3,600.00
(Original RFP Was 8 VM Ports - Addition of 4 Ports Requested During Installation)
1
Tapit-Net Call Accounting
600.00
1
OPS Manager
600.00
1
Alpha CFR2000 Battery Back Up (City Hall - Batteries Excluded)
257.58
1
Alpha CFR600 Battery Back Up (Fire Station 1 - Batteries Excluded)
130.20
Annual Cost for Peripheral Equipment
$5,187.78
Excluded:
Mitel Annual Maintenance $15,527.52
Peripheral Equipment Maintenance $5,187.78
Quarterly Payment Plan $5,178.83
Annual Total $20,715.30
Remote programming changes billed at current rates.
On -site moves, adds, and changes are billable at current rates.
Damage or service necessitated by customer's neglect
Service by personnel other. than ATI
Misuse, fire, and Acts of God
Software Backups, Headsets and Batteries
*Refer to actual agreement for controlling language.
z, a_A_�
Customer Signature Date
CITY COUNCIL
LEONIS C. MALBURG
Mayor
THOMAS A. YBARRA
Mayor Pro —Tern
WM. "BILL" DAVIS
Councilman
H. "LARRY" GONZALES
Councilman
W. MICHAEL MCCORMICK
Councilman
BRUCE V. MALKENHORST
City Administrator/City Clerk
FAX (323) 826-1438
City Council
City of Vernon
Honorable Members:
CITY HALL
4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058
TELEPHONE (323) 583-8811
August 19, 2002
EDUARDO OLIVO
City Attorney
FAX: (562) 869-1883
KEVIN WILSON
Director of Community Services & Water
FAX: (323) 826-1435
KENNETH J. DeDARIO
Director of Municipal Utilities
FAX: (323) 826-1425
STEVEN E. PARKER
Fire Chief
FAX: (323) 826-1407
BRUCE W. OLSON
Police Chief
FAX: (323) 826-1481
On May 2, 2002, this legislative body approved an Equipment Order
Agreement with Accurate Telecom Inc., for the purchase and
installation of the City's Mitel telephone system, which included the
first -year's maintenance that expired July 17, 2002; and, as part of
this contract, the City agreed to renew its yearly maintenance
agreement with Accurate for a total of five consecutive years. This
has been reviewed by the Utilities Department and it is hereby
recommended that the second -year maintenance agreement for the Mitel
telephone system be approved and renewed with Accurate Telecom, Inc.,
for the period of July 18, 2002 through July 17, 2003, at an annual
cost of $20,715.30, to be paid in quarterly payments of $5,178.83.
Very truly yours,
/ �-0
Bruce V. Malkenhorst
City Administrator/City Clerk
BVM/gm
Molleda, Gloria
From: Giron, Nelly
Sent: Monday, August 19, 2002 9:24 AM
To: Molleda, Gloria
Subject: FW: support service for telephone system
Importance: High
This will go to the next Council meeting on 8/28/02. It appears that from now on this will be presented to City Council on a
yearly basis.
-----Original Message -----
From: Orosco, Gloria
Sent: Monday, August 19, 2002 7:02 AM
To: Giron, Nelly
Cc: Fandino, Carlos; Fonseca, Dolores
Subject: support service for telephone system
Importance: High
nelly: after further thought on this i believe we do have to ratify the agreement. we can do it at the next city council
meeting (8/28?). although, as carlos indicated, the maintenance support was specified in the bid proposal for five years, it
was not clearly identified in our memo requesting acceptance & approval. Since each agreement covers a different fiscal
year we do need to get approval. what i have asked judy to do beside ratify the execution of the present agreement but to
allow for future approval/execution of support agreements if the amounts are less than $20,000 as Carlos stated they
would be lower each year.
let me know if you have any questions.
Gloria Jean
Chief Deputy City Clerk
CITY ADMINISTRATOR/CITY CLERK'S
INTER -OFFICE MEMORANDUM
DATE: September 24, 2002
TO: Dolores Fonseca, Purchasing Assistant
FROM: Gloria Orosco
Chief Deputyo
Clerk
RE: Resolution No. 8053
Transmitted herewith is a copy of Resolution No. 8053, Approving and
Ratifying the Execution of an Equipment Maintenance Agreement with
Accurate Telecom, Inc., approved on September 4, 2002.
:gm
CC: Resolution No. 8053
ACCURATE TELECOM, INC.
EQUIPMENT MAINTENANCE AGREEMENT
This Equipment Maintenance and Service Agreement ("Agreement") is made and entered into by
ACCURATE and between ACCURATE TELECOM INC., 16108 Covello Street, Van Nuys, CA 91406
TELECOM INC (hereinafter referred to as "ATI" ), and:
CITY OF VERNON Equipment Location: EMA #: BR7656
Name
4305 Santa Fe Avenue
Address
Vernon, CA. 90058
City, State, & Zip
(323)583-8811 (323)583-4451
Telephone Fax
(hereinafter referred to as "Customer")
Term: 1 YEAR
4305 Santa Fe Avenue
Address Effective
Date: 7/18/02
Vernon, CA. 90058
City, State, & Zip Annual
Carlos Fandino
Contact
Rate: $20,715.30
EMA
Plan: PLATINUM
IN WITNESS WHEREOF, the parties hereto have hereby set their hands and seals on the day and year written
hereinbelow, at Van Nuys, County of Los Angeles, State of California.
ACCURATE TELECOM INC. (ATI)
A California Corporation
By: K.C. JONES
(Name --Please Print)
(Signatu
I' ' 1� TRA
(Title)
(Date) Lof
CUSTOMER
CITY OF VERNON
(Firm Name)
DOLORES FONSECA
(Name --Please Print)
PURCHASING ASSISTANT
(Title)
08/19/02
(Date)
IN CONSIDERATION OF THE MUTUAL COVENANTS, CONDITIONS AND AGREEMENTS HEREIN CONTAINED AND OTHER
VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, ATI AND CUSTOMER AGREE AS
FOLLOWS:
1. SERVICE. Pursuant to the terms and conditions of this Equipment Maintenance Agreement NO. BR7656 ATI will maintain the equipment for
a period of one year from the effective date of the Agreement, against defective parts and workmanship. Under the terms of this Agreement, ATI shall
furnish all necessary service, parts, and materials necessary to maintain the Equipment in good working condition and repair, subject to the rates and
limitations set forth below. The annual charge shall be $20,715.30 . Based on 2.63 per PBX port per month and $25.00 per VM port per
month. The Equipment is currently utilizing 492 PBX ports, 12 VM ports and peripheral equipment. Customer requested repairs,
changes, additions and deletions to the Equipment will be provided for at ATI's then current rate for such services. Upon notice to the customer,
ATI's rate charged for services may be increased a maximum of ten percent (10%) during each annual term of this Agreement. If this Agreement is
renewed for additional one (1) year periods, as provided in paragraph 4 herein below, the annual charge for each renewal term shall be determined by
ATI and provided to the customer not later than 60 days prior to expiration of the current annual term. ATI's current rates are $105.00 per
technician, per regular first hour and $157.50 per technician, per first overtime hour. All second hour labor is billed in one-half hour increments,
per technician.
2. MAINTENANCE. ATI shall use its best efforts in order to attempt to provide the maintenance and repair service described herein within twenty-
four (24) hours of receipt of notice from Customer of the need thereof. ATI shall further use its best efforts to attempt to render emergency service
within four (4) hours or less of receipt from Customer of notice of the need thereof. The term "emergency service", for purposes of this
agreement, shall mean service necessary to restore the Equipment to functional operation upon major failure. For purposes of this agreement, a
major failure is defined as one or more failures of the Equipment that negates the ability of the equipment as a whole to process either incoming,
outgoing or internal calls. The obligations of ATI to provide the foregoing services shall not apply to any service or repair necessitated by damage
caused by other than normal wear and tear, including, without limitation, damage caused by misuse; negligence; theft; accident; loss; connection to
direct current; dust; fire; flood; wind; conditions of use or operation not within original Manufacturers Specifications; Acts of God of public enemy
or installation, repair or alteration by anyone other than ATI or its duly authorized representatives.
However, should the Customer request that ATI provide maintenance and repair services for the causes or conditions that are excluded herein above,
then ATI shall provide the maintenance and repair services at ATI's then -prevailing rates. Additionally, this equipment or any physical changes to
the equipment requested by the Customer. All such modifications, changes or relocation of the equipment will be at ATI's then prevailing rates.
FINALLY, THE CUSTOMER HEREBY AGREES THAT ATI SHALL NOT BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY 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 ATI'S INABILITY TO RESPOND OR
PROVIDE REPAIR OR MAINTENANCE SERVICES WITHIN EITHER TWENTY-FOUR (24) OR FOUR (4) HOURS OF ANY SUCH
REQUEST.
3. TERM AND RENEWAL. This Agreement shall be in effect upon receipt of the quaterly charge in advance by ATI for a period of one (1) year
from the effective date of 7/18/02 . This Agreement shall automatically be renewed each year for a successive one (1) year term unless ATI or
Customer shall provide written notice of cancellation to the other not later than thirty (30) days prior to the expiration of the annual term.
Upon each such renewal, Customer shall pay to ATI for the maintenance service described herein, in an amount to be determined and provided to
Customer no later than thirty (30) days prior to the expiration of the current annual term. Customer agrees to pay said charges in advance in
quarterly installments and within fifteen (15) days of receipt from ATI of an invoice therefor.
If additional equipment is purchased from ATI and added to "the Equipment" said equipment shall be incorporated within the terms of this
Agreement. If this Agreement is canceled in the manner and within the time set forth hereinabove, Customer may request, but ATI shall not be
required to, enter into a contract with ATI for the provision of "per call" maintenance services, including manufacturer's recommended preventative
maintenance, at the prevailing rates of .ATI.
4. CUSTOMER'S DUTY TO NOTIFY. Customer agrees to promptly notify ATI of failure of any item of equipment and ATI shall provide
maintenance in accordance with the terms of this agreement and its normal operating procedures.
5. GRANT OF ACCESS. Customer will permit or arrange for access to the premises where the Equipment is located by ATI for any installation
and/or maintenance of the equipment required of ATI under this Agreement. Customer shall also cooperate with ATI in obtaining all necessary
consents and waivers from the owner of the premises or any other person whose consent to waiver is necessary, proper, or required in connection
with the maintenance of the Equipment and will supply all supplemental equipment necessary for such installation and/or maintenance.
6. PROPRIETARY INFORMATION. Customer agrees that all information provided or disclosed by ATI to Customer in connection with ATI
maintenance and repair duties is the sole and exclusive property of ATI, and shall not be disclosed by Customer to any other person without the
written consent of ATI.
t
7. PROTECTION OF ATI'S TRADE SECRETS. The parties hereto hereby acknowledge that ATI's employees and maintenance personal have
become acquainted with what ATI, the Customer and ATI's employees agree are sensitive and confidential trade secrets which are owned solely and
exclusively by ATI, which trade secrets include, but are not limited to: Knowledge and data concerning ATI and/or its affiliated companies or
subsidiaries; their business(es); their methods of doing business; the operation of their business(es); operational procedures and methods; access and
security codes and numbers; price formulas; compilations of information; diagnostic, test, and demonstration equipment; systems and programs;
computer programs; computer print-outs; lists; records; forms; specifications; customer needs and requirements; installation and repair techniques
and methods; and, the identity of ATI's customers; all of which are owned solely and exclusively by ATI, and all of which are regularly used in the
operation of the business of ATI and/or its affiliated companies or subsidiaries.
The Customer hereby agrees, acknowledges, warrants, and covenants that the trade secrets of ATI are not known outside of ATI's business; that not
all of ATI's other employees are aware of or have become acquainted with ATI's trade secrets; that the trade secrets are valuable to ATI in the
operation of its business; and, that the disclosure of the trade secrets to the Customer or to ATI's competitors or the use of the trade secrets by ATI's
employees or the Customer for their or its own benefit would cause serious, substantial irreparable harm to ATI's business and/or unfair competition;
that ATI has expended substantial amounts of time, energy, and money to develop its trade secrets; and, that the said trade secrets cannot be easily
acquired by others.
Therefore, in order to protect and safeguard ATI's trade secrets, the Customer agrees, for a period of one (1) year after the date of any former
employee's termination of employment with ATI, not to solicit the employment, or employ any, former employee of ATI, or contractor,
subcontractor or otherwise obtain the service or skills of any former employee of ATI, regardless of whether the former employee had any direct or
indirect contact with the Customer during his or her employment by ATI.
8. SOFTWARE. All software not specifically licensed by a purchase order, equipment sales order, or change order, shall remain the sole property of
ATI. ATI reserves the right to remove such software upon cancellation of this contract by either party.
9. DEFAULT N PAYMENT. If the Customer shall fail to pay any sum due and owing to ATI hereunder, or fail to perform any other obligation
imposed on it hereunder, then, in addition to any and all other remedies available to ATI at law, or inequity, or under the terms of this agreement,
ATI 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
10.00 for each week the installment payment is delinquent; (iii) cease any maintenance work that may be required, pending, scheduled, or in
progress; (iv) cease performing any of ATI'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.
10. PARTIAL INVALIDITY. If any term, covenant, condition or provision of this Agreement is held by any Court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall be in no way affected, impaired or
invalidated.
11. ENTIRE AGREEMENT. This Agreement, together with all Exhibits and Schedules attached hereto and incorporated herein, contains the entire
Agreement of the parties with respect to the matters covered herein; and it supersedes any and all prior proposals, quotes, negotiations, 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 which is not contained
herein shall be binding or valid. This Agreement may not be modified or amended, except by writing, signed by both parties.
12. AUTHORITY TO SIGN: JOINT AND SEVERAL LIABILITY. If Customer is a corporation, LLC, or partnership, the person signing this
Agreement on behalf of such organization hereby warrants that he has full and complete authority to bid such organization and sign this Agreement.
Said person and the organization shall be jointly and severally liable for all sums that may be due and owing to ATI hereunder, including attorney's
fees and costs.
13. ATTORNEY'S FEES. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or on account of an
alleged breach, dispute, default or misrepresentation in connection with any of the provisions of this Agreement, or any schedule or exhibit
incorporated herein, then the successful or prevailing party in such action shall be entitled to recover from the other party actual attorney's fees and
all other costs and expense incurred in any such action or proceeding, in addition to any other relief or damages to which the prevailing party may be
entitled. This Agreement shall be governed and construed under and in accordance with the laws of the State of California.
14. TOLL FRAUD AND DATA LOSS DISCLAIMER WARNING. ATI disclaims any express or implied warranty that its equipment is technically
immune from or prevents fraudulent intrusions into and/or unauthorized use of the system (including its interconnection to the long distance
network). You are hereby warned that fraudulent use of the system, including but not limited to DISH, Auto -Attendant, Voice Mail, 800 and 900
service, is possible and you agree to assume the risk thereof. ATI also warns you that while telecommunications systems are not immune from toll
fraud by an intervening criminal act, that Mitel has published a technical service bulletin for the product you have purchased entitled "PABX-CDE
PROGRAMMING PERTAINING TO UNAUTHORIZED TOLL CALLING ACCESS", which if its recommendations are properly followed, will
help minimize the threat of fraudulent intrusion into the system for the purpose of gaining access to a long distance line. Customer acknowledges
and agrees that he is responsible for disconnecting service and circuits with its existing carrier(s) including Pacific Bell, GTE, and any other local or
long distance carriers and ATI shall not be liable for any failure to disconnect service.
Customer
Address
City
Phone No.
Contact
PLATINUM MAINTENANCE PLAN for MITEL SX-2000 PBX
City Of Vernon
4305 Santa Fe Avenue
v ernon
(323) 583-8811
Carlos Fandino
Date of Inventory 1 7/18/02
State CA. Zip 90058
Fax No. 1(323) 826-1433
Mitel System Configuration
SX-2000 L
No. of
Ports per
Total
Monthly
Extended
Cards
Type of Card
Card
Ports
$/Port
Mo. Price
1
Attendant Console(Superconsole)
4
4
2.63
10.52
4
ONS Analog Line Card
16
64
2.63
168.32
1
LS/GS Digital Trunk Card
8
8
2.63
21.04
15
Digital (DNIC) Line Card
16
240
2.63
631.20
2
Dual Link PRI
48
96
2.63
252.48
48
IPERA Licenses
0
80
2.63
210.40
Total System Ports & Monthly Total
Annual Maintenance for Mitel
492 $2.63 $1,293.96
$15,527.52
Peri heral Equipment Inventory I
Ports/ Monthly Annual
Extended
Type of System/Equipment Quantity $/Port $/Port
Price
1 Active Voice Repartee VP Voice Mail 12 25.00 300.00
3,600.00
(Original RFP Was 8 VM Ports - Addition of 4 Ports Requested During Installation)
1 Tapit-Net Call Accounting
600.00
1 OPS Manager
600.00
1 Alpha CFR2000 Battery Back Up (City Hall - Batteries Excluded)
257.58
1 Alpha CFR600 Battery Back Up (Fire Station 1- Batteries Excluded)
130.20
Annual Cost for Peripheral Equipment
$5,187.78
Mitel Annual Maintenance $15,527.52
Peripheral Equipment Maintenance $5,187.78
Quarterly Payment Plan $5,178.83
Annual Total $20,715.30
Excluded: Remote programming changes billed at current rates.
On -site moves, adds, and changes are billable at current rates.
Damage or service necessitated by customer's neglect
Service by personnel other than ATI
Misuse, fire, and Acts of God
Software Backups, Headsets and Batteries
*Refer to actual agreement for controlling language. Customer Signature Date