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1988-006-Approving The Agreement With Associated Telephone ServiceRESOLUTION NO. 1988 -6 RESOLUTION APPROVING THE AGREEMENT WITH ASSOCIATED TELEPHONE SERVICE RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa Clara, State of California, that the TOWN OF LOS GATOS enter into an agreement with ASSOCIATED TELEPHONE SERVICE for maintenance services on the Town's 301 PABX, telephones and related telephone equipment, and that the Town Manager is authorized, and is hereby directed, to execute said agreement in the name and in behalf of the TOWN OF LOS GATOS. PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos held on 4 day of January , 1988 by the following vote: AYES: COUNCIL MEMBERS Joanne Benjamin, Thomas J. Ferrito, Robert L. Hamilton, Brent N. Ventura and Mayor Frir D. Carlson NOES: COUNCIL MEMBERS ABSTAIN: COUNCIL MEMBERS ABSENT: COUNCIL MEMBERS None SIGNED: MAYOR OF THE TOWN OF LOS GATOS ATTEST: CLERK OF THE TOWN CF LOS ATOS AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND ASSOCIATED TELEPHONE SERVICE OF LOS GATOS FOR MAINTENANCE SERVICES ON TELEPHONE /PABX SYSTEM AND ASSOCIATED PERIPHERAL EQUIPMENT Agreement made this 21st day of January, 1988 between ASSOCIATED TELEPHONE SERVICE OF LOS GATOS with its principal place of business located at 15466 Los Gatos Boulevard 109 -358, hereinafter referred to as "ATS" and the Town of Los Gatos with its principal place of business located at 110 East Main Street, Los Gatos, California 95031, hereinafter referred to as "TOWN ". RECITALS The TOWN desires to contract with a telecommunications maintenance company to perform industry standard preventative and as- needed repair maintenance on the TOWN'S owned telephone /PABX system and associated peripheral equipment in order to maintain the operational status used for the TOWN'S normal business. ATS desires to provide the TOWN with the above - mentioned services to accomplish the stated results. 04040flu 1. Definitions a. Complete When used in reference to a section(s) or total service, the term "complete" (or completed) shall mean that substantially everything requested by the TOWN for the intended use by the TOWN was accomplished. b. Representative The TOWN'S employee, designated by the TOWN, who is charged with the primary responsibility of interfacing with ATS, and who is empowered to make certain decisions on behalf of the TOWN as described within this Agreement. C. Acceptance When used in reference to a section(s) or total service, the term "acceptance" (or accepted) shall mean that substantially everything requested by the TOWN meets with final approval, by the Representative, after a full review of all provided results. -1- 2. Term The respective duties and obligations of the parties hereto shall commence on January 21, 1988, and shall continue on a month -to -month basis until all services have been completed and accepted unless otherwise terminated under the provisions specified in Paragraph 7. 3. ATS Duties and Responsibilities a. Around the Clock Maintenance Plan ATS shall provide TOWN with twenty -four (24) hour a day trouble reporting access. ATS shall respond to major failures twenty -four (24) hours per day, seven (7) days a week, within four (4) hours of notification. ATS shall respond to minor failures within twenty -four (24) hours of notification, provided that maintenance work will be performed between 7 a.m. and 7 p.m., Monday through Friday, except ATS holidays (TOWN holidays). A determination as to whether a failure is major or minor shall be made by ATS and TOWN at the time trouble is reported. Further terms and conditions of Around the Clock Maintenance Plan are included in paragraph 5. ATS assumes no responsibility for out -of- service conditions in which ATS had no control of (i.e., all services entering premises before telephone company demarkation point). The demarkation point located in TOWN PABX room, is defined as where telephone company cable stops and TOWN house cable begins. b. Service and Maintenance ATS guarantees to provide identified maintenance steps /procedures as outlined under the following: (1) Maintenance and Service Requirements (Appendix I); (2) Routine Maintenance Schedule Type 300 PABX (Appendix II); (3) Routine inspection for rotary line switch as found in TOWN'S Automatic Electric Maintenance Drawing Manual located in the PABX room; and (4) Any other service or maintenance required to keep TOWN telephone system in good working condition. -2- 4 A TOWN'S Duties and Responsibilities The TOWN agrees to provide ATS convenient access to all locations to allow an orderly flow of contract performance. TOWN contact persons are: Name Title Debra Figone Assistant Town Manager Ed Ryan Communications Dispatch Supervisor Patricia Montoya Secretary to the Town Manager Michael LaRocca Public Works Maintenance Superintendent Compensation The TOWN agrees to the following at the time of execution of contract for entire duration of the Agreement: a. Nine hundred dollars ($900.00) per month for up to 50 hours per month of preventative and routine maintenance as well as any repairs necessary for work performed during business day hours of 7 a.m. through 7 p.m., Monday through Friday; b. Work performed after business day hours on Monday through Friday shall be compensated at the rate of fifty dollars ($50.00) per hour; C. Work performed on Saturdays, Sundays and holidays (TOWN) shall be compensated at the rate of seventy -five dollars ($75.00) per hour; and d. Parts and equipment at ATS cost plus fifteen percent (15x) plus applicable taxes (such as sales tax), shipping and travel expenses for travel further than twenty -five (25) miles from the TOWN of Los Gatos in obtaining necessary materials. All shipping expenses over twenty -five dollars ($25.00) subject to pre - approval by the TOWN. All travel expenses subject to pre - approval by the TOWN. Travel by vehicle shall be compensated at the rate of twenty -four cents ($.24) per mile. e. If fifty (50) hours are exceeded in one month, work shall be performed during the remainder of the month at the rate of fifty dollars ($50.00) per hour, Monday through Friday and seventy -five dollars ($75.00) per hour on Saturday, Sundays and holidays (TOWN). f. If fifty (50) hours are not used in any one month, unused hours are not carried over or accumulated. -3- 6. Payment The TOWN shall be invoiced monthly for services provided. Payment shall be made on the 10th of the following month provided invoices are received by the TOWN on or before the last day of the month for which services were provided. Should the initial contract period not commence on the first (1st) of the month, such initial period shall be billed on a pro -rated basis. 7. Termination If ATS does not complete the maintenance services promised herewith, including additional changes or unreasonable delays in the revision or correction of a discrepancy, the TOWN may, by five (5) days written Notice of Discrepancy to ATS terminate this Agreement if ATS has not corrected the specified discrepancy within 5 days. NOTE: As the TOWN'S owned Automatic Electric 301 Private Branch Exchange telephone system is extremely outdated, ATS shall not be held responsible for location and shipping delays due to the uniqueness of the equipment. ATS may terminate this Agreement if ATS is not paid according to the terms described within Paragraph 6. ATS may terminate this Agreement if the TOWN does not provide the promised access and /or documentation. Either the TOWN or ATS may terminate this agreement upon thirty (30) days written notice. 8. Validation and Testing Acceptance At the completion of service(s) by ATS, the requested or determined services shall be validated and tested by the Representative and ATS within three (3) days. ATS shall maintain a log of services performed and the number of hours spent to perform these services. The purpose of the log is to provide a maintenance and service history record and to track the monthly maintenance and repair hours allocation as included in Paragraph 5. 9. Insurance and Indemnity a. ATS shall procure and maintain in effect during the term of this Agreement and for as long as ATS has any obligation thereunder, the insurance coverage as outlined and accepted by the TOWN. b. Worker's Compensation Coverage - ATS is required to maintain statutory worker's compensation coverage. If ATS owner is self - employed with no other employees, no coverage is required. Should ATS hire additional employees or utilize the services of sub - contractors, ATS shall: 1) provide worker's compensation coverage, or 2) provide the TOWN with evidence of worker's compensation coverage, should the employee or sub - contractor have their own coverage. -4- 10. Additional Terms and Conditions a. Replacement parts may be new, remanufactured or refurbished at the option of ATS. b. TOWN is responsible for providing a suitable operating environment for the equipment and appropriate electrical and telecommunications and connections and facilities. C. ATS'S obligation to furnish maintenance service under this Agreement is expressly conditioned on the TOWN'S prompt and full payment of ATS'S monthly invoices for contract charges and applicable taxes. TOWN agrees to reimburse ATS for all costs, including reasonable attorney's fees, to collect any delinquent payments. d. This Agreement does not impose responsibility on ATS for: (1) TOWN failure to follow operating and maintenance instructions; (2) Mis -use, abuse or negligent acts by other than ATS'S personnel; or (3) Any event outside ATS'S reasonable control, including power failures, surges, lightening, fire flood or acts of third parties. Labor and materials shall be billed as provided in Paragraph 5. e. Repair and maintenance performed by ATS that is not covered by this Agreement shall be billed to the TOWN at time and materials rates as provided in Paragraph 5. Requests for work by ATS other than repair and maintenance (such as adds, moves and changes of telephone equipment) shall be made by the TOWN in writing. Work shall be performed on an as available basis by ATS during regular business day hours at the appropriate hourly rate under Paragraph 5. 11. Warranty ATS guarantees the effectiveness and professionalism of the supplied labor to be free of mis- performance, installation and service whatsoever and to be within the highest standards of electronic workmanship as requested and required. ATS makes no additional warranties above and beyond the original manufacturer's warranty concerning any equipment. -5- 12. Legal and Equitable Remedies In addition to other rights and remedies that both parties may have for breach of this Agreement, both parties shall have the right to enforce this Agreement in all of its provisions by injunction, specific performance or other relief in a court of equity. If any action at law, or in equity, is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief. 13. Governing Law This Agreement shall be binding and shall be for the benefit of both parties and their heirs, executors, administrators, successors, and assigns and shall be governed by the laws of the State of California. The parties hereto agree that the proper venue and jurisdiction for any legal proceedings concerning this Agreement shall be the County of Santa Clara, State of California. Executed at Los Gatos, California on day of 1988. TOWN Name: 0-1 Date: f� r =2 ATS Title: Date: -� / �Iaf2j / 1/ kJ APPENDIX I The successful bidder must be able to maintain, repair and /or replace parts and equipment as required to keep the Town of Los Gatos' telephone system operating in good working condition. Maintenance services to include but not be limited to the following: 1. Perform regular, routine maintenance including but not limited to: a. Dusting and cleaning of the switch room and all of the equipment. b. Wiping can covers. C. Wipers to be inspected for wear and maladjustments and replaced if necessary. d. Check each switch for proper operation and all terminals for proper solder connections. e. Vacuum all switches and frames front and back. f. Switch banks cleaned and bank insulators inspected for damage. g. Testing and cleaning of all mechanical switch functions. h. Perform functional call- through of all inward /outward trunks. i. Battery maintenance: (1) Read specific gravity and voltage. (2) Check water level. (3) If normal readings are not maintained, run equalized tests as needed. J. Relay adjustments, cleaning and lubricating as required. Inspect for pitting and wear. k. All vertical shafts and rotary pawls to be inspected for proper lubrication and adjustment. 2. KTS units will be checked for loose cards and jumpers. Cards to be reseated and jumpers to be reterminated as necessary. 3. Trace forward and backward on switches to identify circuits that may be in trouble as required. 4. Test, repair and /or replace any in -house wiring and /or cable as needed. 5. Repair and /or replace parts on PABX. KTS units, telephone instruments and /or miscellaneous telecommunications equipment as necessary. 6. Interact with local telephone company network and maintenance divisions as required to identify and resolve problems with telephone system. Y} r APPENDIX II a. Vertical, rotary and release test. b. Switchthrough test. c. Finder block and group transfer. d. Observe rotary distributor for sequential selection of idle finders. a. Restricted service (where applicable) 1.02 Selector a. Vertical, rotary and release. b. Switchthrough. C. 'C' Relay test. 1.03 Connector a. Ring, talk, busy and supervision. b. Trunk- hunting. c. Transfer on D.I.D. connectors. 1.04 D.O.D. and D.I.D. trunk operation. a. Pulsing and transfer tests on each trunk. 1.05 Listed number trunk operation. 1.06 Turret operation. a. Answer, hold and transfer of each D.I.D. trunk. b. Turret access, and transfer of each D.O.D. trunk. c. Access to each information trunk. d. Camp on /break in on each D.I.D. trunk and connector. e. Universal night answer and transfer. f. Observe proper visual supervision on all turret tests. 1.07 Alarms and supervisory. a. Alarm lamp on turret. 1.08 Conference and paging (where applicable). 1.09 Intercept 1.10 powar sac tong c,us.pmant. i " } a. Rectifier. b. Ring and tone generator. C. Interrupter. d. Battery (pilot cell only) 1.11 Meter operation. 1.12 Tests 1.01 to 1.11 with exception of 1.02c to be performed monthly. Test 1.02c twice yearly. 2. Service inspection. 2.01 Bank contact cleaning and lubrication. 2.02 Wiper inspection. 2.03 Cleaning and lubrication of step switches and rotaries. 2.04 Inspections 2.01 and 2.02 to be performed every six months. 2.03 to be performed yearly. 3. Housekeeping. a. Switch covers, relay covers and other metal surfaces 1 to be kept free from dust. A roll of Scotch Dusting Fabric is recommended for each location.