Resolution No. 2010-069RESOLUTION NO. 2010-69
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND
CROSSPOINT NETWORK SOLUTIONS, INC. FOR TELEPHONE
SYSTEM MAINTENANCE AND REPAIR SERVICES
WHEREAS, on August 27, 2007, the City Council of the City of
Vernon adopted Resolution No. 9392 approving a Telephone
Service/Maintenance Agreement with Crosspoint Network Solutions, Inc.
("CNS"); and
WHEREAS, in 2008 and 2009, the City Council of the City of
Vernon adopted Resolutions No. 9665 and No. 9983, renewing the
maintenance and repair services agreement with CNS through May 31,
2010; and
WHEREAS, the City requires the services of a qualified
contractor to provide maintenance and repair services for the
telephone systems and equipment for City Hall and other City
facilities (the "Services"); and
WHEREAS, by a memorandum dated May 27, 2010, the Director of
Light & Power has recommended that the City enter into a new agreement
with CNS setting forth the terms and condition under which CNS will
perform the Services for the period of June 1, 2010 through May 31,
2011 (the "Agreement"), at the annual cost of $19,743.00, with
additional work paid on an hourly basis as set forth in the Agreement;
and
WHEREAS, the City Council of the City has determined that,
pursuant to the provisions of subsection (b)(1) of Section 2.27 of the
Vernon City Code, it is in the public interest and necessity to enter
into the 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
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 with CNS, a copy of which is attached hereto as
Exhibit A.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk or Deputy City
Clerk is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the City of Vernon hereby
directs the City Clerk, or the City Clerk's designee, to send a fully
executed Agreement to:
Crosspoint Network Solutions, Inc.
Attn.: Michael Stachowski, Account Manager
28355 Industry Drive, Unit 422
Valencia, CA 91355
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this resolution, and
the City Clerk of the City of Vernon shall cause this resolution and
the City Clerks certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 7th day of June, 2010.
M ,
Zz-
Name: Hilario Gonzales
Title: Mayor / Ha�
_3_
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution
No. 2010-69, was duly passed, approved and adopted by the City Council
of the City of Vernon at a regular meeting of the City Council duly
held on Monday, June 7, 2010, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of June, 2010, at Vernon, California.
(SEAL)
Wi4
llard G. a ag hi, City Clerk
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EXHIBIT A
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CROSSPOINT
NETWORK SOLUTIONS, INC. FOR TELEPHONE MAINTENANCE
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
12720-0001\1188577v2
COVER PAGE
Crosspoint Network Solutions, Inc.
Michael Stachowski
Account Manager
Crosspoint Network Solutions, Inc.
28355 Industry Drive, Unit 422
Valencia, CA 91355
Attention: Michael Stachowski
Account Manager
Phone: (661) 294-9170 ext. 102
Facsimile: (661) 295-5246
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov,
Information Technology Manager
Telephone: (323) 583-8811 ext. 248
Facsimile: (323) 826-1408
June 1, 2010
May 31, 2011, unless extended pursuant to
Section 1
Total not to exceed $19,743.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CROSSPOINT NETWORK SOLUTIONS, INC. FOR
TELEPHONE MAINTENANCE
THIS AGREEMENT is made and entered into as of , 2010 ('Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City".), and Crosspoint Network Solutions, Inc., a California corporation
("Contractor"). City and Contractor are collectively referred to herein asthe "Parties."
RECITALS
A. City desires to have certain telephone maintenance and repair services provided
as more fully set forth in the Scope of Services, attached hereto and inmrporated herein as
Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been perbrmed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at lawor in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in writing.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall.not be reimbursed for any additional expenses, except to the
extent Contractor provides additional work on an hourly basis as described in ExhibitsA and B
and as requested by the City in writing.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement shall have all
the necessary technical expertise, permits, professional licenses, certificates, training, and other
qualifications required by this Agreement or other applicable laws. Contractor shall provide City
with said permits, licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
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Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Citv's Duties.
(a) City shall provide sufficient floor and wall space to accommodate
telephone equipment and its associated units.' City shall be responsible for installing any air
plenum, ceiling and wiring in accordance with state and local requirements.
(b) City shall provide all conduit, cable trays, wire raceways, and power poles
as required by state and local electrical and fire codes.
(c) City shall maintain the area in which the telephone equipment is located
and use its best efforts to keep the area clean, dust free, and dry. This area shall not be used
for the storage of material that may interfere with access to the telephone equipment. City shall
maintain the area fee of any chemical agents that may be corrosive in nature orflammable.
City shall also provide air-cooling equipment if required to maintain the telephone equipment.
(d) City 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.
(e) City shall assist in the preparation of a City Database by providing one
copy of a detailed floor plan showing the location of each instrument, type of instrument, and
telephone equipment both in plain viewand wall drawings.
Section 10. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the 'Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending againstContractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 11. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at anytime or in any manner represent that it or any of its
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officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 12. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 13. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential orpunitive damages. City shall not be liable for penalties of any
description.
Section 14. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ("Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
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this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligaticn of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or dutyto continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in anyway related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
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Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers- compensation as required by law.
(d) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best•'s Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the policies
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policiesaffords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
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Section 20. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from.a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 21. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought fur that purpose, in addition to any other relief which is obtained.
Section 22. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section23. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and tobe superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 24. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other partyany contractual rights by custom, estoppel, or otherwise.
Section 25. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epiderric, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable tofulfrll any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 26. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
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Section 27. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 28. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 29. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 30. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 31. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 32. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page).
12720-0006\1226208v1.doc
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and Califomia municipal corporation
By:
Mayor / Mayor Pro-Tem
ATTEST:
WILLARD YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
Crosspoint Network Solutions, Inc., a
California comoration
By:
Name:
Title:
By:
Name:
Title: CYI,!�7r
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EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the following work included in the annual maintenance fee pursuant to
this Agreement:
1. All regular and necessary maintenance and repair services for the telephone
systems and equipment during normal business hours.(8:00 a.m. to 5:00 p.m.), Monday through
Friday, except holidays;
2. Emergency maintenance and repair services, defined as service required due to
failure(s) of the equipment that negates the ability to process either incoming or outgoing calls,
or where more than 20 % of the telephone station is out of service or more than 20 % of the
trunks are out of service;
3. Contractor shall respond to non -emergency repair requests on the business day
following the day of the request;
4. Contractor shall respond to an emergency service request within four (4) hours after
notified of such equipment failure;
5. Perform maintenance on active voice and voicemail systems, provided that
Contractor does not warrant that voicemail system shall operate successfully given the outdated
nature of the System;
6. Provide four hours of training to City staff;
7. Provide an assigned account manager;
8. Provide remote maintenance and technical telephone support;
9. Contact the telephone company, including ordering services, placing trouble reports,
and following up regarding service outages.
Contractor shall perform the following work at an additional oust to the City in accordance with
the hourly labor rates set forth in Exhibit B, and otherwise pursuant to this Agreement:
1. Provide all needed labor br additional services (e.g., user adds, moves, and
changes, connects and disconnects);
2. Make remote programming changes;
3. Provide software back-ups, headsets and batteries, to be billed at cost.
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EXHIBIT B
EXHIBIT B
FEE SCHEDULE
Contractor shall be paid $19,743.00 fur the performance of all Services described in Exhibit A
covered under the annual maintenance fee. Contractor shall be paid on an hourly basis for all
additional work described in ExhibitA.
Contractor shall invoice City on a monthly basis. Invoices shall include the period for which the
Services were provided, the dates of such Services, and a description of the Services provided
for that billing period. Eadi invoice shall include copies of timesheets, if any, and other
supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give Written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
Hourly Labor Rates
8:00 a.m. — 5:00 p.m. Monday through Friday $ 115.00
5:00 p.m. — 8:00 a.m. Monday through Friday $ 172.50
12:00 a.m. —11:59 p.m. Saturday $ 172.50
Sundays and Major Holidays $ 230.00
Trip Charge
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$ 35.00
Mitel System Confi uratio
No. Of
I. Cards Type of Card
EQUIPMENT LIST
SX-2000 L, SX-2000ML, Mitel 3300
Ports Per Total
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
1P Licenses
0
123
Total System Ports & Monthly Total
Annual Maintenance For Mitel
Peripheral Equipment Inventory
Ports/
A. Type Of System Equipment
599
Monthly
Quantity $/Port
4 Paging System (City Hall, Fire Station, #1, #3, and #4)
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)
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A
June 21, 2010
Crosspoint Network Solutions, Inc.
Attn: Michael Stachowski, Account Manager
28355 Industry Drive, Unit 422
Valencia, CA 91355
Re: Telephone System Maintenance and Repair Services
Dear Mr. Stachowski:
The insurance requirements have been met. Transmitted herewith is a fully executed original
agreement as referenced above, approved by City Council on June 7, 2010, through Resolution
No. 2010-69.
If you have any questions regarding this matter, please call Mr. Donal O'Callaghan at 323/583-
8811 ext. 834.
Ve truly yours,
ILLARD G CHI
City Clerk
WGY:dj
c: Donal O'Callaghan
Purchasing Department
Resolution No. 2010-69
Agreement No. 10-034
E Ccfusivefy Industriaf
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CROSSPOINT
NETWORK SOLUTIONS, INC. FOR TELEPHONE MAINTENANCE
COVER PAGE
Contractor: Crosspoint Network Solutions, Inc.
Responsible Principal of Contractor: Michael Stachowski
Account Manager
Notice Information - Contractor:
Crosspoint Network Solutions, Inc.
28355 Industry Drive, Unit 422
Valencia, CA 91355
Attention: Michael Stachowski
Account Manager
Phone: (661) 294-9170 ext. 102
Facsimile: (661) 295-5246
Notice Information - City:
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov,
Information Technology Manager
Telephone: (323) 583-8811 ext. 248
Facsimile: (323) 826-1408
Commencement Date:
June 1, 2010
Termination Date:
May 31, 2011, unless extended pursuant to
Section 1
Consideration:
Total not to exceed $19,743.00 (includes all
applicable sales tax); and! more particularly
described in Exhibit B
Records Retention Period
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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CROSSPOINT NETWORK SOLUTIONS, INC. FOR
TELEPHONE MAINTENANCE
THIS AGREEMENT is made and entered into as of , 2010 ('Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Crosspoint Network Solutions, Inc., a California corporation
("Contractor"). City and Contractor are collectively referred to herein asthe "Parties."
RECITALS
A. City desires to have certain telephone maintenance and repair services provided
as more fully set forth in the Scope of Services, attached .hereto and incorporated herein as
Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at lawor in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in v%riting.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses, except to the
extent Contractor provides additional work on an hourly basis as described in Exhibits and B
and as requested by the City in writing.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement shall have all
the necessary technical expertise, permits, professional licenses, certificates, training, and other
qualifications required by this Agreement or other applicable laws. Contractor shall provide City
with said permits, licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services under this Agreement, including a business license.
12720-0006\1226208v1.doc
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Citv's Duties.
(a) City shall provide sufficient floor and wall space to accommodate
telephone equipment and its associated units. City shall be responsible for installing any air
plenum, ceiling and wiring in accordance with state and local requirements.
(b) City shall provide all conduit, cable trays, wire raceways, and power poles
as required by state and local electrical and fire codes.
(c) City shall maintain the area in which the telephone equipment is located
and use its best efforts to keep the area clean, dust free, and dry. This area shall not be used
for the storage of material that may interfere with access to the telephone equipment. City shall
maintain the area fee of any chemical agents that may be corrosive in nature orflammable.
City shall also provide air-cooling equipment if required to maintain the telephone equipment.
(d) City 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.
(e) City shall assist in the preparation of a City Database by providing one
copy of a detailed floor plan showing the location of each instrument, type of instrument, and
telephone equipmnt both in plain viewand wall drawings.
Section 10. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending againstContractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 11. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at anytime or in any manner represent that it or any of its
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officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 12. Termination.
(a) Termination Right. City may, at any time, for any reason orfor no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 13. Limitation of City's Liabili!y. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 14. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ('Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
12720-0006\1226208v1.doc
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
L was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
2 iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or dutyto continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in anyway related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
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Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) peroccurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers- compensation as required by law.
(d) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VI in the latest
edition of Best•'s Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager, showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with'the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the polides
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policiesaffords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required by this Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
(i) Any deductibles or self -insured retentions must be -declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and. expenses.
Section 19. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
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Section 20. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 21. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 22. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 23. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and tobe superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 24. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a parry shall give the other partyany contractual rights by custom, estoppel, or otherwise.
Section 25. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable tofulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 26. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
12720-0006\1226208v1.doc
Section 27. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 28. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 29. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 30. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 31. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 32. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
Crosspoint Network Solutions, Inc., a
California corooration
Mayor / Mayor Pro- em Name:
Title:
By:
Name:
Title: F11YA(—)14t
APPROVED AS TOFORM:
r�-
r
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12720-0006\ 1226208 v 1. do c
EXHIBIT A
EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the following work included in the annual maintenance fee pursuant to
this Agreement:
1. All regular and neoessary maintenance and repair services for the telephone
systems and equipment during normal business hours (8:00 a.m. to 5:00 p.m.), Monday through
Friday, except holidays;
2. Emergency maintenance and repair services, defined as service required due to
failure(s) of the equipment that negates the ability to process either incoming or outgoing calls,
or where more than 20 % of the telephone station is out of service or more than 20 % of the
trunks are out of service;
3. Contractor shall respond to non -emergency repair requests on the business day
following the day of the request;
4. Contractor shall respond to an emergency service request within four (4) hours after
notified of such equipment failure;
5. Perform maintenance on active voice and voicemail systems, provided that
Contractor does not warrant that voicemail. system shall operate successfully given the outdated
nature of the System;
6. Provide four hours of training to City staff;
7. Provide an assigned account manager;
8. Provide remote maintenance and technical telephone support;
9. Contact the telephone company, including ordering services, placing trouble reports,
and following up regarding service outages.
Contractor shall perform the following work at an additional oust to the City in accordance with
the' hourly labor rates set forth in Exhibit B, and otherwise pursuant to this Agreement:
1. Provide all needed labor br additional services (e.g., user adds, moves, and
changes, connects and disconnects);
2. Make remote programming changes;
3. Provide software back-ups, headsets and batteries, to be billed at cost.
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EXHIBIT B
EXHIBIT B
FEE SCHEDULE
Contractor shall be paid $19,743.00 for the performance of all Services described in Exhibit A
covered under the annual maintenance fee. Contractor shall be paid on an hourly basis for all
additional work described in Exhibit A.
Contractor shall invoice City on a monthly basis. Invoices shall include the period for which the
Services were provided, the dates of such Services, and a description of the Services provided
for that billing period. Eadi invoice shall include copies of timesheets, if any, and other
supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
Hourlv Labor Rates
8:00 a.m. — 5:00 p.m. Monday through Friday $ 115.00
5:00 p.m. — 8:00 a.m. Monday through Friday $ 172.50
12:00 a.m. —11:59 p.m. Saturday $ 172.50
Sundays and Major Holidays $ 230.00
Trip Charge
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$ 35.00
EQUIPMENT LIST
itel System Confi uratio
SX-2000 L, SX-2000ML, Mite13300
No.
Of
Ports Per
Total
I.
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
Total System Ports & Monthly Total
Annual Maintenance For Mitel
Peripheral Equipment Inventory
Ports/
A. Type Of System Equipment
599
Monthly
Quantity $/Port
4 Paging System (City Hall, Fire Station, #1, #3, and #4)
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)
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InRECEIVED
MAY 2 7 2010
STAFF REPORT CITY CLERK'S OFFICE
INFORMATION TECHNOLOGY DEPARTMENT
`o
DATE: May 27, 2010
TO: Honorable Mayor and City Council
FROM: Donal O'Callaghan, Director of Light & Power
RE: PHONE SYSTEM MAINTENANCE AGREEMENT BETWEEN THE CITY OF
VERNON AND CROSSPOINT NETWORKING SOLUTIONS, INC.
Purpose:
The Information Technology Department recommends entering into a support agreement
for repair and maintenance of the City's phone system between the City of Vernon and
Crosspoint Network Solutions, Inca for a period of one year. The attached maintenance
agreement describes the terms of the contract and the additional repairs that may be
performed by the vendor at an extra cost.
The agreement covers the standard support provided during the regular business hours
, (8:00 a.m. to 5:00 p.m.), Monday through Friday, as well as any emergency services
caused by inability of making incoming or outgoing calls without charge to the City.
Crosspoint Network Solutions will respond to any emergency within four (4) hours from the
time the problem has been reported.
Fiscal Impact:
The total cost of the annual support is $19,743, which was budgeted in the Information
Technology Department in the 2010/2011 fiscal year. Additional services are provided at an
hourly rate,
Recommendation:
It is recommended that the City Council approve the enclosed phone system maintenance
agreement on the meeting of June 7, 2010 to ensure the uninterrupted support of the phone
equipment used by the City.
DO:ay
Attachment
TZIMICE411VE1
MAY 2 7 2010
By: 15
� rod
CITY ATTORNEYS OFFICE
MEMORANDUM
To: Andrei Yermakov, Information Technology Manager
`J
FROM: Diana H. Varat, Assistant City Attorney
cc: Laurence S. Wiener, City Attorney
Gena M. Stinnett, Assistant City Attorney ;
DATE: May 24, 2010
sUBJEcT: Agreement with Crosspoint Network Solutions, Inc. for Telephone System
Maintenance — Approved as to Form
The City Attorney's Office has reviewed the Agreement with Crosspoint Network Solutions, Inc.
for the maintenance of the City's telephone system, and approved the agreement as to form.
12720-0002\1226325v1.doc
Alk
INTEROFFICE MEMORANDUM
Information Technology Department
DATE: May 24, 2010
TO: Donal O'Callaghan
Director of Light and Power
FROM: Andrei Yermakov
IT 'Manager R
SUBJECT: Crosspoint Network Solutions Support Contract Renewal
for 06/01 /10 — 05/31 /11
I am requesting to renew our Crosspoint Network Solutions (CNS) phone system
support contract for a one-year period from June 1, 2010 through'May 31, 2011. CNS
has been provided the City's phone system support for the last four years. The total
annual cost is $19,743, which is based on the $2.70 per port at 599 ports used by the
phone system. The support fee of $1,677.30 is charged on a monthly basis.
Attached is the one-year contract for the Crosspoint Network Solutions maintenance
agreement. The support of the phone system is very important to the successful
operation of the City.
AY:
Attachments:
CNS Support Agreement
Approved As To Form Memo by RWG Law
cc: City Clerk
Document Control
Project Control
MAY 2 4 1010
SERVICES AGREEMENT BETWEEN THE CITY OF VERNON AND CROSSPOINT
NETWORK SOLUTIONS, INC. FOR TELEPHONE MAINTENANCE
Contractor:
Responsible Principal of Contractor:
Notice Information - Contractor:
Notice Information - City:
Commencement Date:
Termination Date:
Consideration:
Records Retention Period
12720-0001\1188577v2
COVER PAGE
Crosspoint Network Solutions, Inc.
Michael Stachowski
Account Manager
Crosspoint Network Solutions, Inc.
28355 Industry Drive, Unit 422
Valencia, CA 91355
Attention: Michael Stachowski
Account Manager
Phone: (661) 294-9170 ext. 102
Facsimile: (661) 295-5246
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Andrei Yermakov,
Information Technology Manager
Telephone: (323) 583-8811 ext. 248
Facsimile: (323) 826-1408
June 1, 2010
May 31, 2011, unless extended pursuant to
Section 1
Total not to exceed $19,743.00 (includes all
applicable sales tax); and more particularly
described in Exhibit B
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SERVICES AGREEMENT BETWEEN THE CITY OF VERNON
AND CROSSPOINT NETWORK SOLUTIONS, INC. FOR
TELEPHONE MAINTENANCE
THIS AGREEMENT is made and entered into as of , 2010 (`Effective
Date"), by and between the City of Vernon, a California charter City and California municipal
corporation ("City"), and Crosspoint Network Solutions, Inc., a California corporation
("Contractor"). City and Contractor are collectively referred to herein asthe "Parties."
RECITALS
A. City desires to have certain telephone maintenance and repair services provided
as more fully set forth in the Scope of Services, attached hereto and incorporated herein as
Exhibit A.
B. Contractor represents it is qualified and capable of furnishing the labor, materials,
and expertise necessary to perform such services in accordance with the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Term and Time of Performance.
(a) This Agreement shall commence upon the Commencement Date listed
on the Cover Page, and shall remain and continue in effect through the Termination Date listed
on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City
may renew this Agreement on a year-to-year basis at its discretion. Any services performed
prior to the Effective Date listed above shall for all purposes be deemed to have been performed
pursuant to this Agreement, subject to the terms and conditions hereof.
(b) In the event that City renews this Agreement, Contractor may submit a
proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent
to renew. Any increase in rates must be approved by City before such increase can take effect.
If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may
terminate the renewal by giving thirty (30) days written notice.
Section 2. Performance.
(a) Contractor shall perform the services and tasks described and set forth in
the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed
upon in writing signed by both Parties prior to performance of those additional services.
(b) Contractor shall at all times faithfully, competently and to the best of its
ability, experience, and talent, perform all Services under this Agreement in accordance with the
standard of care and skill ordinarily exercised by members of the profession currently practicing
in the same locality under similar circumstances and in a manner reasonably satisfactory to
City.
(c) Contractor shall keep itself informed of all local, state, and federal
ordinances, laws and regulations which in any manner affect those employed by it or in any way
affect the performance of its Services pursuant to this Agreement. Contractor shall at all times
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observe and comply with all such ordinances, laws and regulations. City, and its officers,
officials, employees, agents or volunteers shall not be liable at lawor in equity occasioned by
failure of Contractor to comply with this paragraph.
(d) Contractor will not be compensated for any work performed not specified
in Exhibit A unless City authorizes such work in advance and in v%riting.
Section 3. Compensation.
(a) City agrees to compensate Contractor, and Contractor agrees to accept
in full satisfaction for the services and any supplies or goods required by this Agreement, a sum
not to exceed the Consideration set forth on the Cover Page and more particularly described in
Exhibit B. The Consideration shall constitute reimbursement of Contractor's fee for the Services
as well as for all actual and necessary expenditures reasonably incurred in the performance of
this Agreement (including without limitation, all labor, materials, equipment, supplies, delivery,
tax, assembly, and installation, as applicable).
(b) There shall be no claims for additional compensation for reimbursable
expenses and Contractor shall not be reimbursed for any additional expenses, except to the
extent Contractor provides additional work on an hourly basis as described in ExhibitsA and B
and as requested by the City in writing.
Section 4. Method of Payment. City shall pay Contractor the Consideration in
accordance with the method and schedule of payment set forth in Exhibit B.
Section 5. Responsible Principals.
(a) Contractor's Responsible Principal set forth on the Cover Page shall be
principally responsible for Contractor's obligations under this Agreement and shall serve as
principal liaison between City and Contractor. Designation of another Responsible Principal by
Contractor shall not be made without prior written consent of City.
(b) City's Responsible Principal shall be the City Administrator or his
designee who shall administer the terms of the Agreement on behalf of City.
Section 6. Personnel.
(a) All persons performing the services under this Agreement shall have all
the necessary technical expertise, permits, professional licenses, certificates, training, and other
qualifications required by this Agreement or other applicable laws. Contractor shall provide City
with said permits, licenses, and certificates at the request of City.
(b) Contractor represents that it has, or shall secure at its own expense, all
personnel required to perform Contractor's Services under this Agreement. All personnel
engaged in the work shall be qualified to perform such Services.
Section 7. Permits and Licenses. Contractor shall obtain and maintain during the
Agreement term all necessary licenses, permits and certificates required by law for the provision
of services,under this Agreement, including a business license.
12720-0006\ 1226208v l.doc
Section 8. Access. Contractor shall comply with all reasonable access and other
restrictions that City may impose. No access to City property for performance of the Services
shall be permitted prior to delivery to City of proof of insurance paid and maintained by
Contractor.
Section 9. Citv's Duties.
(a) City shall provide sufficient floor and wall space to accommodate
telephone equipment and its associated units. City shall be responsible for installing any air
plenum, ceiling and wiring in accordance with state and local requirements.
(b) City shall provide all conduit, cable trays, wire raceways, and power poles
as required by state and local electrical and fire codes.
(c) City shall maintain the area in which the telephone equipment is located
and use its best efforts to keep the area clean, dust free, and dry. This area shall not be used
for the storage of material that may interfere with access to the telephone equipment. City shall
maintain the area fee of any chemical agents that may be corrosive in nature orflammable.
City shall also provide air-cooling equipment if required to maintain the telephone equiprent.
(d) City 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.
(e) City shall assist in the preparation of a City Database by providing one
copy of a detailed floor plan showing the location of each instrument, type of instrument, and
telephone equipment both in plain viewand wall drawings.
Section 10. Contractor's Duties and Representations.
Contractor represents, covenants and agrees as follows:
(a) There are no obligations, commitments, or impediments of any kind that
will limit or prevent performance of the Services.
(b) Contractor presently has no interest and shall not have any interest, direct
or indirect, which would conflict in any manner with the performance of the Services
contemplated by this Agreement. No person having any such interest shall be employed by or
be associated with Contractor.
(c) There is no litigation pending againstContractor and Contractor is not the
subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to
its actual knowledge, have been convicted of a felony.
Section 11. Independent Contractor.
(a) Contractor is and shall at all times remain, as to City, a wholly
independent contractor. The personnel performing the Services under this Agreement on behalf
of Contractor shall at all times be under Contractor's exclusive direction and control. Neither
City nor any of its officers, officials, employees, agents, or volunteers shall have control over the
conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in
this Agreement. Contractor shall not at anytime or in any manner represent that it or any of its
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officers, employees, or agents are in any manner officers, officials, employees, agents, or
volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or
liability whatsoever against City, or bind City in any manner.
(b) No employee benefits shall be available to Contractor or its officers,
employees, or agents in connection with the performance of this Agreement. Except for
Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries,
wages, or other compensation to Contractor for performing services hereunder for the, City. City
shall not be liable for compensation or indemnification to Contractor or its officers, employees,
or agents for injury or sickness arising out of performing services hereunder.
Section 12. Termination.
(a) Termination Right. City may, at any time, for any reason or for no reason,
with or without cause, terminate this Agreement, by serving upon the Contractor at least five (5)
calendar days prior written notice. Upon receipt of such notice, Contractor shall immediately
cease all work under this Agreement, unless the notice provides otherwise.
(b) In the event of termination or cancellation of this Agreement by City, due
to no fault or failure of performance by Contractor, Contractor shall be paid based on the
percentage of work satisfactorily performed at the time of termination. In no event shall
Contractor be entitled to receive more than the amount that would be paid to Contractor for the
full performance of the services required by this Agreement. Contractor shall have no other
claim against City by reason of such termination, including any claim for compensation.
(c) Actions Subsequent to Termination. In the event of termination of this
Agreement, Contractor shall deliver all Confidential Information, as defined in Section 13 below,
to City within thirty (30) days after the termination of this Agreement. Contractor shall also take
all such other action as City reasonably requires and shall cooperate with City to effectuate an
orderly and systematic termination of Contractor's duties and activities hereunder.
(d) All of the terms and conditions in the Agreement related to payment,
confidentiality, indemnification, dispute resolution and waiver shall survive termination of this
Agreement.
Section 13. Limitation of City's Liability. City's liability on any kind of claim for any
loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no
case exceed the amount that would be paid to Contractor for the full performance of the
services required by this Agreement. In no event shall City be liable for anticipated profits or for
incidental, consequential or punitive damages. City shall not be liable for penalties of any
description.
Section 14. Confidential Status: Disclosure of Information.
(a) Confidential Status; Disclosure of Information. All data, floor plans,
designs, maps, surveys, drawings, models, reports, logs, documents, materials or other
information developed or created by Contractor, received by Contractor, or provided to
Contractor for the performance of this Agreement ('Confidential Information") are deemed
confidential and shall not be disclosed by Contractor to any third party without City's prior written
consent. City shall grant consent if disclosure is legally required. All Confidential Information
shall be returned to City upon the termination of this Agreement. Contractor's covenant under
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12720-0006\1226208v1.doc
this section shall survive the termination of this Agreement. City may disclose to third parties
any Confidential Information at its sole discretion.
(b) Contractor's obligation not to disclose any Confidential Information shall
not extend to information that:
i. was in the possession of, or was rightfully known by, the
Contractor without an obligation to maintain its confidentiality prior to receipt from City;
ii. is or becomes generally known to the public without violation of
this Agreement;
iii. is obtained without an obligation of confidentiality by the
Contractor in good faith from a third party having the right to disclose it without an obligation of
confidentiality; or
iv. information which is required to be disclosed pursuant to any court
order or directive having the force of law.
(c) The provisions of this section shall survive the termination of this
Agreement.
Section 15. Records and Inspections. Contractor shall maintain full and accurate
records with respect to all matters covered under this Agreement for Records Retention Period.
City shall have access, without charge, during normal business hours to such records, and the
right to examine and audit the'same and to make copies and transcripts therefrom, and to
inspect all program data, documents, proceedings and activities.
Section 16. Default. Contractor's failure to comply with the provisions of this
Agreement shall constitute a default. In the event that Contractor is in default under the terms
of this Agreement, City shall have no obligation or dutyto continue compensating Contractor for
any work performed after the date of default and can terminate this Agreement immediately by
written notice to Contractor.
Section 17. Indemnification. Contractor agrees to defend, indemnify, protect and hold
harmless City, its officers, officials, employees, agents, and volunteers from and against any
and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties,
fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and
expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or
omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise
out of, result from, or are in anyway related to the performance or non-performance of this
Agreement, excepting only liability arising out of the sole negligence or willful misconduct of
City, its officers, officials, employees, agents, or volunteers.
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS AGREEMENT.
Section 18. Insurance.
(a) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive General
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Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence,
combined single limit, against any personal injury, death, loss or damage resulting from the
wrongful or negligent ads by Contractor or Contractor's officers, employees, or agents.
(b) Contractor shall at all times during the term of this Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability
insurance covering personal injury and property damage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by
Contractor in performing the services required by this Agreement.
(c) Contractor agrees to maintain in force at all times during the performance
of work under this Agreement workers- compensation as required by law.
(d) Contractor shall require each of its sub -consultants or sub -contractors to
maintain insurance coverage that meets all of the requirements of this Agreement.
(e) The policy or policies required by this Agreement shall be issued by an
insurer admitted in the State of California and with a rating of at least a B+; VII in the latest
edition of Best•'s Insurance Guide.
(f) Contractor agrees that if it does not keep the aforesaid insurance in full
force and effect City may either immediately terminate this Agreement or, if insurance is
available at a reasonable cost, City may take out the necessary insurance and pay, at
Contractor's expense, the premium thereon.
(g) At all times during the term of this Agreement, Contractor shall maintain
on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City
Attorney and Risk Manager; showing that the aforesaid policies are in effect in the required
amounts. Contractor shall, prior to commencement of work under this Agreement, file with the
Risk Manager, such certificate or certificates. The policies of insurance required by this
Agreement shall contain an endorsement naming the City as additional insured. All of the
policies required under this Agreement shall contain an endorsement providing that the polides
cannot be canceled or reduced except on thirty (30) days prior written notice to City, and
specifically stating that the coverage contained in the policiesaffords insurance pursuant to the
terms and conditions as set forth in this Agreement.
(h) The insurance provided by Contractor shall be primary to any coverage
available to City, and any insurance or self-insurance maintained by City, its officers,
employees, agents, or volunteers shall be excess of Contractor's insurance and shall not
contribute with it. The policies of insurance required bythis Agreement shall include provisions
for waiver of subrogation. Contractor hereby waives all rights of subrogation against City.
(i) Any deductibles or self -insured retentions must be declared to and
approved by City. At the option of City, Contractor shall either reduce or eliminate the
deductibles or self -insured retentions with respect to City, or Contractor shall procure a bond
guaranteeing payment of losses and expenses.
Section 19. Assignment and Subcontracting. Contractor shall not assign or attempt to
assign any portion of this Agreement, or subcontract any required performance hereunder,
without the prior written approval of City. Any assignment or subcontract made in violation of
this section is invalid and void.
12720-0006\1226208v1.doc
Section 20. Arbitration and Venue. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
thereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in Los Angeles, California, before three arbitrators. The
arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and
Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide
written reasons for their decision. The arbitration decision shall be final and binding on the
Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this
Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of
arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction
and venue under this Agreement shall be the Superior Court of California, Los Angeles County.
Section 21. Attorneys Fees. In the event a dispute, claim or litigation arises regarding
this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys
fees and actual costs, which may be set by the arbitrators or the court in the same action or in a
separate action brought for that purpose, in addition to any other relief which is obtained.
Section 22. Governing Law. This Agreement shall be interpreted and enforced
according to, and the Parties rights and obligations governed by, the domestic law of the State
of California, without regard to its laws regarding choice of applicable law.
Section 23. Entire Agreement and Modifications. This Agreement, including
attachments incorporated herein by reference, represents the entire agreement and
understanding between City, and any negotiation, proposals or oral agreements are intended to
be integrated herein and tobe superseded by this Agreement. This Agreement may only be
modified by a writing signed by both Parties.
Section 24. Waiver. The waiver by either party of a breach or default by the other
party shall not be deemed a waiver of any different or later breach whether of the same or other
covenant or condition; nor shall any delay or omission by either party to exercise any right it
may have hereunder operate as a waiver of any breach or default of such a right. The failure of
either party to this Agreement to exercise any of its rights under this Agreement does not
constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed
by a party shall give the other partyany contractual rights by custom, estoppel, or otherwise.
Section 25. Force Maieure. Neither party shall be considered in default of any of its
obligations under this Agreement when a failure of performance shall be due to an
uncontrollable force. The tern "uncontrollable force" shall mean flood, earthquake, storm, fire,
lightning, epidenic, war, riot, civil disturbance or disobedience, federal, state, or municipal
action, statute, ordinance, or regulation, embargoes of the United States Government or any
other government, which by exercise of due diligence such party could not reasonably have
been expected to avoid and by exercise of due diligence has been unable to overcome. Either
party rendered unable to fulfill any of its obligations under this Agreement by reason of an
uncontrollable force shall give written notice within five (5) business days of such fact to the
other party and shall exercise due diligence to remove such inability with all reasonable
dispatch.
Section 26. City Not Obligated to Third Parties. City shall not be obligated or liable
under this Agreement to any party other than Contractor.
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Section 27. Notices. All notices, approvals, consents and other communications
between the Parties shall be in writing, and shall be sent by certified mail (return receipt
requested) or other delivery service which provides evidence of delivery, using the address set
forth on the Cover Page under "Notice Information - City' or "Notice Information — Vendor," as
appropriate, or at such other address as may be furnished by either party to the other in writing.
Mailed notices will be deemed communicated as of the day of receipt.
Section 28. Cover Page and Exhibits. The Cover Page and all documents referenced
as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any
material discrepancy between the express provisions of this Agreement and the provisions of
any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 29. Headings. Headings used in this Agreement are for convenience
reference only and shall not affect the interpretation of the Agreement.
Section 30. Survival of Terms. All of the terms and conditions in this Agreement
related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive
termination of this Agreement.
Section 31. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be valid under applicable law. If any provision of this
Agreement is determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and
shall in no way be affected, impaired or invalidated.
Section 32. Authority To Execute This Agreement. The person or persons executing
this Agreement on behalf of Contractor warrants and represents that he or she has the authority
to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to
the performance of its obligations under this Agreement.
[Signatures Begin on Next Page].
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IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated
in the introductory clause.
City of Vernon, a California charter City
and California municipal corporation
Crosspoint Network Solutions, Inc., a
California comoration
By: By:
Mayor / Mayor Pro-Tem Name:
Title:
ATTEST:
WILLARD YAMAGUCHI, City Clerk
APPROVED AS TO FORM:
LAURENCE S. WIENER, City Attorney
By:
Name:
Title: Bey
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EXHIBIT A
SCOPE OF SERVICES
Contractor shall perform the following work included in the annual maintenance fee pursuant to
this Agreement:
1. All regular and necessary maintenance and repair services for the telephone
systems and equipment during normal business hours (8:00 a.m. to 5:00 p.m.), Monday through
Friday, except holidays;
2. Emergency maintenance and repair services, defined as service required due to
failure(s) of the equipment that negates the ability to process either incoming or outgoing calls,
or where more than 20 % of the telephone station is out of service or more than 20 % of the
trunks are out of service;
3. Contractor shall respond to non -emergency repair requests on the business day
following the day of the request;
4. Contractor shall respond to an emergency service request within four (4) hours after
notified of such equipment failure;
5. Perform maintenance on active voice and voicemail systems, provided that
Contractor does not warrant that voicemail system shall operate successfully given the outdated
nature of the System;
6. Provide four hours of training to City staff;
7. Provide an assigned account manager;
8. Provide remote maintenance and technical telephone support;
9. Contact the telephone company, including ordering services, placing trouble reports,
and following up regarding service outages.
Contractor shall perform the following work at an additional cost to the City in accordance with
the hourly labor rates set forth in Exhibit B, and otherwise pursuant to this Agreement:
1. Provide all needed labor br additional services (e.g., user. adds, moves, and
changes, connects and disconnects);
2. Make remote programming changes;
3. Provide software back-ups, headsets and batteries, to be billed at cost.
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EXHIBIT B
FEE SCHEDULE
Contractor shall be paid $19,743.00 for the performance of all Services described in Exhibit A
covered under the annual maintenance fee. Contractor shall be paid on an hourly basis for all
additional work described in ExhibitA.
Contractor shall invoice City on a monthly basis. Invoices shall include the period for which the
Services were provided, the dates of such Services, and a description of the Services provided
for that billing period. Each invoice shall include copies of timesheets, if any, and other
supporting documents as City may require.
Payments of each invoice shall be made by City within thirty (30) days following receipt of each
invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written
notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in
dispute shall be withheld until resolution.
Hourly Labor Rates
8:00 a.m. — 5:00 p.m. Monday through Friday $ 115.00
5:00 p.m. — 8:00 a.m. Monday through Friday $ 172.50
12:00 a.m. —11:59 p.m. Saturday $ 172.50
Sundays and Major Holidays $ 230.00
Trip Charge
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$ 35.00
EQUIPMENT LIST
itel System Conf uratio SX-2000 L, SX-2000ML, Mite13300
No. Of
Ports Per
Total
I.
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
Total System Ports & Monthly Total 599
Annual Maintenance For Mitel
Peripheral Equipment Inventory
Ports/ Monthly
A. Type Of System Equipment Quantity
4 Paging System (City Hall, Fire Station, #1, #3, and 44)
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)
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$/Port
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Monday, June 21,,2010 325 PM
To: Juarez, Debbie
Subject: RE: CROSSPOINT - INSURANCE VERIFICATION
Hi Debbie,
I finally got the last bit of documentation I need to complete the insurance requirements. Current insurance on file
for the above referenced'.
Thanks,
Ana Barcia
City of Vernon
Risk ManagementDepartment
T: 323) 583-8811 ex 286
F: 323) 826-1.439
abarcia o ci.vernon.cams
From: Juarez, Debbie
Sent: Monday, June 07, 2010 3:19 PM
To: Barcia, Ana
Subject: CROSSPOINT - INSURANCE VERIFICATION
Page 1 of 1
Juarez, Debbie
From: Barcia, Ana
Sent: Tuesday, June 08, 2010 4:03 PM
To: Juarez, Debbie
Subject: RE: CROSSPOINT - INSURANCE VERIFICATION
Hi Debbie,
Their major policy just expired on the 5th, I've requested renewal information, but one of the endorsements has
not come in from the carrier. I'll let you know once I have all the documentation.
Thanks,
Ana Barcia
City of Vernon
Risk Management Department
T: 323) 583-8811 ex 286
F: 323) 826-1439
abarcia@ci.vemon.ca.us
ci.vernon.ca.us
From: Juarez, Debbie
Sent: Monday, June 07, 2010 3:19 PM
To: Barcia, Ana
Subject: CROSSPOINT - INSURANCE VERIFICATION
6/8/2010