Resolution No. 93921
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RESOLUTION NO. 9392
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
TELEPHONE SERVICE/MAINTENANCE AGREEMENT BY AND
BETWEEN THE CITY OF VERNON AND CROSSPOINT NETWORK
SOLUTIONS, INC.
WHEREAS, by minute order adopted on June 28, 2006, the City
Council of the City of Vernon approved a one-year telephone system
maintenance agreement with Crosspoint Network Solutions, INC. ("CNS")
for City Hall and other City facilities, subject to the City Attorney's
review of the agreement; and
WHEREAS, the City and CNS desire to renew the maintenance and
repair services for an additional year, June 1, 2007 through May 31,
2008, at the same annual cost of $20,127.60; and
WHEREAS, in order to meet the urgent need to facilitate the
renewal, the Director of Light & Power signed a Telephone Service/
Maintenance Agreement on July 11, 2007, subject to ratification by the
City Council; and
WHEREAS, the City Council of the City of Vernon desires to
approve and ratify the actions of the Director of Light & Power; 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 enter into the Telephone Service/Maintenance Agreement
with CNS, 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
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finds and determines that the recitals contained hereinabove are true
and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves and ratifies the execution of the Telephone
Service/Maintenance Agreement (Contract No. 1109) with Crosspoint
Network Solutions, Inc. by the Director of Light & Power on July 11,
2007, a copy of which is attached hereto as Exhibit A and incorporated
herein by reference.
SECTION 3: 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 27th day of August, 2007.
ATTEST:
UELA GIRON, Ckty Clerk
Name: Leonis C. Malburg
Title: Mayor /
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STATE OF CALIFORNIA )
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)
ss
COUNTY OF LOS ANGELES )
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I, MANUELA GIRON, City
Clerk
of the City of Vernon,
do
hereby
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certify that the foregoing
Resolution,
being Resolution
No.
9392, was
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duly adopted by the City Council
of the City of Vernon at
a
special
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meeting of the City Council
duly
held on Monday, August
27,
2007, and
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thereafter was duly signed
by the
Mayor or Mayor Pro-Tem
of
the City of
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Vernon.
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L'e
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///�/7-
MANUELA GrRO14,
City
Clerk
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(SEAL)
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EXHIBIT
Crosspoint Network Solutions INC.
28355 Industry Drive Unit 422 Business Telephone Systems Phone # (661) 294-9170
Valencia, CA 91355 Fax # (661) 294-5246
Date: July 1, 2007
Contract # 1 109
TELEPHONE SERVICE / MAINTENANCE AGREEMENT
This Telephone Service / Maintenance Agreement ("Service Agreement") is entered into by and between
City Of Vernon at 4305 Santa Fe Ave. Vernon, CA 90058 hereinafter referred to as Customer and
Crosspoint Network Solutions, INC. hereinafter referred to as CNS.
1. A GENERAL SCOPE
Pursuant to the terms of this Service Agreement, CNS agrees to perform all necessary maintenance and repair
services for the telephone systems and equipment more particularly described on Schedule A attached hereto. The
period covered for the maintenance obligations of this Agreement will commence on the date set forth above as
evidenced by this Agreement being signed and returned to CNS along with the initial payment as covered in Section
4.A and will continue for one (1) year following that date. Services provided by CNS are listed by schedule `B"
1. B NONPERFORMANCE
The Customer shall have the right to terminate this Service Agreement if CNS fails to perform any provisions of
the Agreement. Written notice thirty days in advance is required. .
1. C NONPAYMENT
Nonpayment of Service Agreement as itemized in Section 4.A. below will suspend this Agreement at CNS
option until such periodic payment is received in full. Past Due invoices of more than forty five days for additional
services not covered by this Service Agreement (e.g. adds, moves, or changes) or other telephone related billings
will suspend this Agreement until payment in full is received. Any service for adds, moves, or changes, or other
telephone related billings performed during this (suspended) time will be billed on a C.O.D. basis, at CNS regular
hourly rate at the time of service, at CNS option.
2. A ADMINISTRATION
The Customer will provide one person of their choosing to administer all telephone service requests for adds,
moves, or change orders and the day-to-day communications with CNS.
2. B MAINTENANCE/ REPAIR
Regular maintenance service (non -emergency) during the term of this Agreement will be provided without
charge to Customer during normal business hours (8:00 am to 5:00 pm), Monday through Friday, except holidays).
Emergency service during the term of this Agreement (defined as: service required due to failure or failure(s) of the
equipment, that negates the ability to process either incoming or outgoing calls), will be provided without charge to the
Customer. CNS will make its best effort to respond to an emergency service request within four (4) hours after
CNS Confidential — Do Not Disclose 1
being notified of such a failure. Non -emergency service provided after normal working hours (5 pm) at Customer's
request will be billed at time and one-half of CNS current hourly labor rates in Section 3.E below. Non -emergency
service on holidays will be billed at two times such current hourly labor rates. HOWEVER THE CUSTOMER
AGREES THAT CNS SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES, INJURIES,
OR LOSS, INCLUDING LOST PROFITS, INCOME, OR SAVINGS, BUSINESS INTERRUPTION OR
ANY OTHER SPECIAL, GENERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF ITS INABILITY TO RESPOND OR PROVIDE EMERGENCY SERVICE REPAIR SO LONG AS
SUCH SERVICES ARE UNDERTAKEN WITHIN TWENTY FOUR (24) HOURS OF ANY SUCH
REQUEST. CNS will provide all necessary labor and material to maintain all equipment and telephone systems
(listed in Schedule A). CNS will provide loaner equipment as required for any covered equipment that fails or replace
such equipment, at CNS option. CNS will provide all needed labor for non -covered additional services (e.g. user
adds, moves, and changes, connects and disconnects) at charges and amounts equal to current material rates and
labor rates set forth in Section 3.E. below. CNS may incur additional costs which will be charged to Customer if
any other person materially alters the system or customer databases in any way without CNS approval.
2. C LIMIT ON RESPONSIBILITY
Expressly excluded here from are damages to or failure of the equipment caused by other than normal use,
including but not limited to misuse, negligence, accident, theft, abuse, connection to electrical current, improper
wiring, Acts of God, Acts of Government, acts or omissions of third parties, floods, storm or any other force of
nature, riot, vandalism, fire, lighting, explosion, terrorism, war, civil strife, labor lockout, non -availability of parts,
or any other cause beyond the reasonable control of CNS, material or customer database alteration by anyone other
than CNS. This Agreement also does not include labor material costs of additions, rearrangements or relocations. If
Customer requests service outside the scope of this agreement, such repair or service will be furnished at CNS
applicable rates for time set forth below and material then in effect. CNS responsibility for repair shall be limited to
the Customer's side of interconnection devices connecting the equipment to the Customer's side of connection
between Customer's equipment and the utility. Labor required identifying 3rd party failures is excluded. If persons
other then CNS representatives perform maintenance, repairs or alteration (addition or deletions) to the equipment
without CNS permission, this Service Agreement, by said acts, shall not cover any additional repair or maintenance
costs incurred by CNS as a result of such other persons' actions.
2. D RESPONSE TIME
CNS will respond to trouble reports of emergency status within four (4) hours from the time the trouble has
been reported, or the next working day for non -emergency system affecting status trouble reports. Emergency status
is defined as being greater than 20% of the telephone station out of service or greater than 20% of the trunks are out of
service.
2. E DATA BASE AND FLOOR PLAN
Customer shall assist in the preparation of Customer DataBase for the System. Customer shall provide one copy
of a detailed floor plan showing locations of each instrument, type of instrument and the telephone equipment and
associated units, both in plain view and wall drawings. Additional charges may be made for adds, moves,
relocations, or feature changes requested after installation.
2. F CUSTOMER PREMISE AVAILABILITY / ACCESS
Customer shall make premise available for installation and service during all business hours. Failure of the
Customer to have the premises available for complete installation or servicing, or to prepare the premises, which
results in additional trips and/or labor to complete the installation or servicing may result in such travel and/or labor
additional charges at the CNS labor rate set forth below. The CUSTOMER shall pay for parking costs, if any.
CNS Confidential — Do Not Disclose
2. G LIMITS ON LIABILITY
CNS liability shall be limited to providing reliable workman -like service for the telephone equipment as
described herein. CNS makes no warranties with respect to this Agreement for any incidental or consequential
damages or losses of any kind so long as CNS responds to and provides any necessary emergency services within 24
hours of such request by Customer.
2. H LETTER OF AGENCY
Customer shall provide to CNS a letter of agency, at Customer's option. On Customer letterhead to telephone
Operation Company, designating CNS as agent for Customer with respect to designated matters pertaining to
Customer services. Customer shall provide records (e.g., copies of monthly telephone bills) to CNS, which
identifies all Customer service.
2.I ARBITRATION
The parties agree that any and all disputes arising out of or in relations to this Contract, including without
limitation any action in forth, shall be resolved exclusively, finally and conclusively by arbitration in Los Angels
County, California under auspices of pursuant to the rules of the Judicial Arbitration and Mediation Service Inc.
(JAMS) . Each Party will select an arbitrator. Those two arbitrators will then select a third. The three -member panel
will make the final decision. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reason for their decision. The arbitration decision will be final and binding on the parties. Not withstanding
the foregoing, the parties shall be permitted to access the court system to enforce any arbitration award or to obtain
injunctive relief. The exclusive jurisdiction and venue for any such action shall be the superior court of California,
Los Angeles County. Any and all contracts between consultant and any subcontractor relating to this agreement
shall include the same arbitration clause.
2. J ATTORNEY FEES
If any legal action, arbitration or other proceedings is brought forth 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 attached to or incorporated into this Agreement, the successful or prevailing
party in such action shall be entitled to recover from the other party actual attorney's fees and costs incurred in any
such action or proceeding.
VIEW
Prior to commencing work hereunder, CNS shall provide the city with proof of insurance providing and
maintaining the coverages and endorsements required by the City's Acting Risk Manager. Said proof of insurance
shall also provide that said policy or policies shall not be cancelled or materially reduced in coverage without giving
at least 30 days prior written notice to the city.
3. A SPACE REQUIREMENTS
Customer shall provide sufficient floor and wall space to accommodate telephone equipment and its associated
units. The Customer is responsible to determine the code requirements for air plenum, ceiling and any wiring that is
required or is already installed.
3. B CODE REQUIREMENTS
Customer shall provide all conduit, cable trays, wire raceways, and power poles as required by state and local
electrical and fire codes.
3. C CONDITION OF THE TELEPHONE EQUIPMENT LOCATION
CNS Confidential — Do Not Disclose
The Customer shall be responsible to maintain the area in which the telephone equipment is located. This area shall
not be used for storage of material, which interfere with access to the telephone equipment. This area shall also be
free of any agents of chemicals, which are corrosive in nature, flammable, or otherwise harmful in any way. This area
shall be maintained in clean, dust free and a dry environment. Customer shall provide a separately connected
20-amp source of single-phase 115 volts ac power on a dedicated circuit terminating on a (2-duplex) outlet.
3. D ENVIRONMENTAL SPECIFICATIONS
The equipment room location shall be maintained to equivalent conditions of the occupied space. Customer is
responsible to provide air-cooling equipment, if required. Should Customer request operation of the system in an
environment, which does not comply with these conditions, or if Customer shall fail to provide an environment as
specified, CNS may at its discretion, void the warranty provisions of this Agreement.
CNS Confidential — Do Not Disclose
3. E CURRENT HOURLY LABOR RATES, 10% DISCOUNT
8:00 a.m. — 5:00 p.m., Monday — Friday
$115.00
5:00 p.m. — 8:00 a.m., Monday — Friday
$172.50
12:00 a.m. — 11:59 p.m., Saturday
$172.50
Sundays and Major Holidays
$230.00
Travel/Trip Charge
$ 35.00
4. A 1-YEAR MAINTENANCE AGREEMENT PAYMENT SCHEDULE
ANNUAL COST $20,127.60
INITIAL PAYMENT $ 1,677.30
PAYMENT DUE ON 1 sc OF EACH MONTH
ANNUAL COST IS BASED ON $2.70 PER PORT AT 599 PORTS. ALL HARDWARE
INCLUDED AS LISTED IN SCHEDULE "A"
EFFECTIVE DATES - JUNE 1, 2007 — MAY 31, 2008
CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS THAT THE TERMS AND
CONDITIONS CONTAINED ON THE PROCEEDING PAGES OF THIS AGREEMENT
APPLY FULLY TO THIS AGREEMENT, AND ACKNOWLEDGES THAT IT
UNDERSTANDS THIS AGREEMENT AND IS BOUND HEREIN.
AGREED TO BY: ACCEPTED BY:
CITY OF VERNON CNS, INC
4305 SANTA FE AVE. 28355 INDUSTRY DRIVE UNIT 422
VERNON, CA 90058 VALENCIA, CA 91355
Signature: T it ! —
d
Donal O'Callaghan/Director of Light & Power
Print Name and Title
APPROVED AS TO FORM:
Jeff f'ahis6�/jCity Attorney
IJ' �
Signature: Date:
Michael Stachowski/President
Print Name and Title
5. SCHEDULE A
Mitel System Configuratio
Equipment List
Contract 1109
Page 1
SX-2000 L, SX-2000ML, Mitel3300
No. Of
Ports Per
Total
Cards Type of Card
Card
Ports
1 Attendant Console (Superconsole)
4
4
7 *ONS Analog Line Card*
16
112
1 LS/GS Digital Trunk Card
8
8
16 Digital (DNIC) Line Card
16
256
2 Dual Link PRI
48
96
74 IP Licenses
0
123
*Two (2) New Cards Added In 2005*
Total System Ports & Monthly Total
Annual Maintenance For Mitel
Peripheral Equipment Inventory
Type Of System Equipment
599
Ports/ Monthly
Quantity $/Port
1 Active Voice Repartee VP Voice mail 12
4 Paging System (City Hall, Fire Station, #1, #3, and #4)
1 Tapit-Net Call Accounting
1 Critical (1) Management
1 OPS Manager
1 Alpha CFR2000 Battery Back Up (City Hall — Batteries Excluded)
1 ALPHA CFR600 Battery Back Up (Fire Station 1 — Batteries Excluded)
1 Teleworker Solution Support
1 Teleworker Platform
1 Teleworker License (4 Licenses)
Annual Cost for Peripheral Equipment
Mitel Annual Maintenance
Peripheral Equipment Maintenance
Quarterly Payment Plan
Annual Total
Excluded:
Remote programming changes billed at current rates.
$ 720.00
CNS Confidential — Do Not Disclose 6
Page 2
On -site moves, add, and changes are billable at current rates.
Damaged or service necessitated by customer's neglect
Service by personal other than CNS
Misuse, fire, and acts of God
Software Backups, Headsets, and Batteries
6. Schedule "B"
Hours: Service will be provided 24 hours per day, 7 days per week including holidays.
Your Maintenance Agreement includes:
■ Assigned Account Manager
■ Priority service over non -maintenance agreement accounts
■ Material and labor coverage
■ Four (4) hour response time on major system failure
■ Adds, Moves, and Changes billed * from thereafter
■ Remote Maintenance/ Technical Telephone Support is covered
■ Remote Maintenance Adds, Moves, and Changes are billed at $45.00 per half hour
■ 10% discount on parts for Adds, Moves, and Changes
■ All contact with the telephone company, including ordering services, placing trouble
reports, and follow-up will be done by Crosspoint Network Solutions, Inc. All Telco
related service issues are covered under Maintenance Agreement.
■ Four hours of training per year
CNS Confidential — Do Not Disclose 7
SUPPORTING
DOCUMENTS
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: September 10, 2007
TO: Donal O'Callaghan, Director of Light & Power
FROM Nelly Giron, City Clerk
i
RE: Resolution No. 9392 - A Resolution of the City Council of
the City of Vernon Approving and Ratifying the Execution of
a Telephone Service/Maintenance Agreement By and Between the
City of Vernon and Crosspoint Network Solutions, Inc.
Transmitted herewith is a copy of Resolution No. 9392 referenced
above, which was approved by City Council on August 27, 2007. A copy
of the fully executed agreement was sent to your department for your
file on August 13, 2007.
Thank you.
NG:dr
c: Dolores Jaunzemis
Resolution File No. 9392
Agreement No. 07-086