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Home My WebLink AboutC-7035-1 - Agreement for the Provision, Installation and Maintenance of Advanced Network (Data) ServicesAMENDMENT 1 TO THE AGREEMENT BETWEEN THE NEWPORT BEACH PUBLIC LIBRARY AND CALIFA FOR THE PROVISION, INSTALLATION AND MAINTENANCE OF ADVANCED NETWORK (DATA) SERVICES, dated March 1, 2016 ("Agreement") This amendment entered into as of July 1, 2017. This amendment replaces Appendix I with the attached Appendix I, revised May, 2017. The purposes of this amendment are (1) to change the telecommunications provider for the Corona Del Mar circuit since the original provider, NSS, did not meet its obligations to install the circuit, and (2) to modify section 3a of the Agreement to permit five automatic one year extensions to accommodate the five year term of the Corona circuit, which will cause the Agreement to terminate June 30, 2022, unless terminated earlier as provided in the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this amendment to be executed by their respective duly authorized representatives. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE By: Fi✓ Aaron C. Harp o$i City Attorney ATTEST: Date: I I '13 1 f-1 By: \AK 1LtAA1✓ Leilani I. Brown City Clerk FORN\P CITY OF NEWPORT BEACH, a California qunici al corporation Date: 7/ P)/ I —1 Assistant City Manager CALIFA GROUP, a California public benefit corporation Date: 10 a01 By: Paula MacKinnon Chief Executive Officer and Secretary Appendix #1, Revised May, 21017 Provision, Installation and Maintenance Of Advanced Network (Data) Services: Reimbursement of Circuit Costs This Appendix lists the circuits contracted for by CENIC on behalf of Califa and the Library for connecting CENIC's fiber optic backbone to Library and for library connections that are not direct connections to CENIC's fiber optic backbone, e.g. direct connections between libraries. Library understands that CENIC will bill Califa, and Califa will bill Library, for actual costs of circuits charged by network service providers, including taxes and surcharges and without markup. Prior to approval of CENIC's Library consortium E -rate application by the FCC's E- rate contractor, not all applicable E -rate and CTF discounts will be reflected on invoices. After the E -rate application for any given year is approved, the network service provider will coordinate with CENIC to provide appropriate credits and such credits will be passed from CENIC to Califa and from Califa to the Library. Such credits are typically issued sometime during the fiscal year after the year in which the circuits are installed and services are first provided. In subsequent years, credits continue to be issued in the fiscal year after the year for which services have been provided. Library further understands that the exact discounted cost of circuits will not be known until after the E -rate consortium application is approved. The actual start date of the service, and therefore of circuit costs, will be dependent on coordination among GENIC, the Library and the network service provider. Any one time (Non recurring or NRC) costs included below are typically invoiced by carriers prior to circuit installation and will be invoiced to Library upon receipt of invoice to CENIC from carrier. Newport Beach Public Library 1G to CAREN, 100M, 500M & 1G circuits to branches Estimated Net Costs, Pre Discount Costs after discounts applied Summary Totals (not including Taxes & (not including Taxes & Surcharges) Surcharges) NRC* Monthly NRC* Monthly 4,199.00 839.80 Notel: Design is for a circuit from Newport Beach Public Library to a CaIREN Hub site. Circuits from the Branch Libraries are to go to Newport Beach Public Library 1G Circuit to CaIREN Estimated Net Costs, Connection to HUB Disc % Pre Discount Costs after discounts applied E rate Discount for Newport Beach Public Library**: 0.6 CTF Discount*** 0.5 Connection to CAREN Hub at Newport NRC* Monthly NRC* Monthly Beach Public $ $ $ $ Link 1: 1G to CaIREN Hub 1,232.50 246.50 Taxes & Surcharges on links Varies Newport Beach Public is responsible to provide a router with at least one LAN interface. This Library Equipment router should support BGP and NAT. An upgraded Firewall appliance may also be needed to support the data streams. 100M, SOOM & 1G circuits to branches Estimated Net Costs, Itemized - Main to Branches Pre Discount Costs after discounts applied Circuits to Newport Beach Public Library NRC* Monthly NRC* Monthly Link 2: Mariners to Newport Beach Public 1G 1,232.50 - 246.50 Start Date 7/1/2016**** Link 3: Balboa to Newport Beach Public 500M - 1,003.00 - 200.60 Start Date 7/1/2016**** Link 4: Corona Del Marto Newport Beach $ $ $ $ Public 100M - 731.00 - 146.20 Start Date 7/1/2017**** Taxes & Surcharges on links Varies Main Library will need a router or switch with at least one LAN interface. This router should support BGP and NAT. An upgraded Firewall Library Equipment appliance may be necessary. Each branch will also need a router or switch with at least one LAN interface. Note 1: These numbers do not include early termination fees that might be required from current provider(s), nor equipment the Library may need to purchase to support these circuits, nor Taxes & Surcharges on the circuits. Definitions *NRC - Non -Recurring Charges **E -rate discount: percent discount indicated is an estimate based on data available at the time the quote was generated. Actual discount percentage will be identified by the E rate authorities at a later point. ***CTF discount: percent discount of amount after E rate discount is applied. CTF discount is always 50%. Note 2: E -rate and CTF discounts are dependent upon the continued funding of these programs. GENIC/Califa cannot guarantee the E -rate and CTF discounts, and these discounts are subject to change. ****Start date reflects the first day that a carrier can deliver and provide handoff for the circuit. AGREEMENT BETWEEN NEWPORT BEACH PUBLIC LIBRARY AND CALIFA FOR THE PROVISION, INSTALLATION AND MAINTENANCE OF ADVANCED NETWORK (DATA) SERVICES This Agreement, hereinafter referred to as "Agreement', is entered into as of March 1, 2016 by and between Califa Group, a California public benefit corporation, hereinafter referred to as "Califa" and the Newport Beach Public Library hereinafter referred to as "Library". Califa and Library are sometimes referred to in this Agreement individually as "Party" and collectively as "Parties". All written communications between the parties shall be addressed as follows unless and until amended in writing by the respective party. Newport Beach Public Library Califa Tim Hetherton Susan H. Hildreth Library Services Director Executive Director 1000 Avocado Avenue 2471 Flores Street Newport Beach, CA 92660 San Mateo, CA 94403 WITNESS THAT WHEREAS, Califa, on behalf of the California State Library, has contracted with CENIC to provide high speed networking to libraries in California; and WHEREAS, Library desires to contract with Califa to obtain one or more data circuits to connect Library to the CENIC high speed broadband fiber network, CaIREN, and, if specified in Appendix #1, attached, to connect Library to other library sites as identified in said Appendix for the purpose of connecting to CAREN. NOW THEREFORE, Library and Califa enter into this Agreement: Relationship between the Parties It is the purpose of this Agreement to set forth the terms and conditions applicable to the provision of communications and related network services to Library. 2. Services to be Provided The primary communications infrastructure provided by CENIC is the California Research and Education Network ("CaIREN"). Among the services that CENIC will provide to Library are use of CAREN and contracting for and provision of data circuits supplied by network service providers. Califa, on behalf of Library, will contract with CENIC for such data circuits. Specific circuits and their costs are included in Appendix #1 attached. Califa will assure that CENIC notifies the Library of installation requirements and necessary maintenance instructions. Master Agreement Page 1 of 8 Neither CENIC nor Califa shall be responsible for operating or maintaining software, equipment or cabling that connects equipment not provided by CENIC for the services unless specifically agreed to in writing by CENIC. 3. Term and Termination of this Agreement (a) TERM OF THIS AGREEMENT. This Agreement shall be in effect from March 1, 2016 through June 30, 2017. This Agreement will automatically renew for 4 year(s) unless one party notifies the other at least 60 days in advance of June 30, 2017 and each June 30 of each renewal period. (b) TERMINATION. Termination prior to the end date stated above shall result in Library having to pay any circuit telecommunications carrier termination charges resulting from early termination of the Service. (c) Library may terminate this Agreement if non-recurring, onetime costs for all circuits included in Appendix #1 are increased from the amount shown in Appendix #1. See footnote for non-recurring charges in Appendix #1 for more information. (d) 4. Payment Payment for services shall be due within thirty (30) days of receipt of a Califa invoice reflecting provision of the services for which the invoice is sent; or as otherwise agreed to by Library and Califa. Except for non recurring costs, if any, costs in Appendix 41 shall only begin upon installation of circuit(s). Library will put forth reasonable efforts to make payments within thirty (30) days after receipt of invoice. 5. Miscellaneous (a) CONDITIONS OF USE. Library agrees to conform to the CENIC Appropriate Use Policy located at http://www.cenic.org/p=2081/ and to any specific conditions of use imposed by subcontractors providing communications services to CENIC as may be in force at the time such services are made available, per a subsequent Addendum to this Agreement. If such conditions of use are modified and Library believes it can no longer conform to their requirements, Library shall have one hundred eighty (180) days to terminate the affected service without penalty. If Library does not elect to terminate the service, Library must conform to the revised conditions of use or be subject to termination of the service by CENIC. (b) CONFLICTING CLAUSES. If any clause in this Master Agreement is in conflict with a clause in an Addendum to this Agreement, the language in the Addendum shall take precedence but only for the service defined in that Addendum. (c) FORCE MAJEURE. Neither party will be responsible for performance of its obligations hereunder where delayed or hindered by war, riots, embargoes, strikes involving third parties, acts of Local Access Providers or of its vendors, or suppliers, acts of unrelated third parties, accidents, cable cuts, act(s) of God or any other event beyond its reasonable control. (d) GOVERNING LAW. The laws of the State of California shall govern this Agreement and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. Master Agreement Page 2 of 8 (e) NON LIBRARY USES: Library understands that this Agreement covers only library use of CaIREN and of circuits provided hereunder and Library agrees that no other uses will be made of the services provided herein. 6. Entire Agreement This Agreement and any Addenda contemporaneously or subsequently executed by the parties constitute the entire Agreement between the parties regarding the subject matter of this Agreement and supersede all prior written or oral agreements with respect to such. This Agreement may not be modified orally, and no modification shall be binding unless in writing and signed by authorized representatives of both parties. 7. General Provisions 7.1 Nondiscrimination: (a) During the performance of this Contract, Califa and its subcontractors shall not deny the Contract's benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, or any other impermissible basis under the law, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40) or sex. Califa ,shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. 7.2 It is expressly agreed and understood by the parties hereto that if any provision of this Agreement is held to be or invalid under any applicable statute or rule of law, it is deemed to that extent to be omitted. However, the balance of the Agreement shall remain in full force and effect. 7.3 Rights and Remedies: The rights and remedies 6TL,ibiary ppiov3'ed-h&fl'ii shall not be exclusive and are in addition to any other rights and remedies provided by law. 8. Indemnification. Library shall indemnify Califa, its, trustees:_ offieers�agents and employees harmless from and against any and all liability, loss, expenses, or•;elauns for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Library its officers, agents, or employees. Califa shall indemnify Library, its trustees, officers, agents and employees harmless from and against any and all liability, loss, expenses (including reasonable attorneys' fees), or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Califa, its officers, agents, or employees. Master Agreement Page 3 of 8 9. No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives. For Library gnatu e jl l 1 4 fNf9-7dM Name LIPr" rt( 7� Title Date APPROVED AS TO FORM: CITY ATTOT�� EY' OFFICE By .' Y' Aaron C. Harp. City Attomeylo- For Califa Signature Eleanor S. Uhlinger Name President of the Board of Directors Title // A/1 LGto/ / JI Date JL Signature Susan H. Hildreth Name Secretary of the Board of Directors Title Master Agreement Date Page 4 of 8 Appendix #1 Provision, Installation and Maintenance Of Advanced Network (Data) Services: Reimbursement of Circuit Costs This Appendix lists the circuits contracted for by CENIC on behalf of Califa and the Library for connecting CENIC's fiber optic backbone to Library and for library connections that are not direct connections to CENIC's fiber optic backbone, e.g. direct connections between libraries. Library understands that CENIC will bill Califa, and Califa will bill Library, for actual costs of circuits charged by network service providers, including taxes and surcharges and without markup. Prior to approval of CENIC's library consortium E -rate application by the FCC's E -rate contractor, not all applicable E -rate and CTF discounts will be reflected on invoices. After the E -rate application for any given year is approved, the network service provider will coordinate with CENIC to provide appropriate credits and such credits will be passed from CENIC to Califa and from Califa to the Library. Such credits are typically issued sometime during the fiscal year after the year in which the circuits are installed and services are first provided. In subsequent years, credits continue to be issued in the fiscal year after the year for which services have been provided. Library further understands that the exact discounted cost of circuits will not be known until after the E -rate consortium application is approved. The actual start date of the service, and therefore of circuit costs, will be dependent on coordination among GENIC, the Library and the network service provider. Any one time (Non recurring or NRC) costs included below are typically invoiced by carriers prior to circuit installation and will be invoiced to Library upon receipt of invoice to CENIC from carrier. The circuit being provided by the network service provider is a switched "cloud" circuit, with two billed elements, or links. Master Agreement Page 5 of 8 Newport Beach Public Library AT&T (5 year term) 1G to CaIREN, 100M, SOOM & 1G circuits to branches'' Pre Discount Costs (not Estimated Net Costs, Summary Totals including Taxes& after discounts Surcharges) applied (not including Taxes & Surcharges) NRC* Monthly NRC* Monthly $ - $ 4,165.88 $ - $ 833.18 Note: Design is for a 1Gbps circuit from Newport Beach Public Library to a CaIREN Hub site. Circuits from the Branch Libraries to Newport Beach Public Library can be either 100M or 1G each 16 Circuit to CaIREN Estimated Net Costs, Connection to HUB Disc % Pre Discount Costs after discounts applied E -rate Discount for Newport Beach Public**: 0.6 CTF Discount****: 0.5 Connection to CaIREN Hub at Newport Beach Public NRC* Monthly NRC* Monthly Link 1: 1G to CaIREN Hub $ - $ 1,232.50 $ - $ 246.50 Taxes & Surcharges on links Varies Newport Beach Public is responsible to provide a routerwith a 1 Gbps interface and Library Equipment at least one LAN interface. This router should support BGP and NAT. An upgraded Firewall appliance may also be needed to support 1 Gbps data streams. SOOM, SOOM & 1G circuits to branches Master Agreement Page 6 of 8 Note 1: These numbers do not include early termination fees that might be required from current provider(s), nor equipment the library may need to purchase to support these circuits, nor Taxes & Surcharges on the circuits. Note 2: E -rate and CTF discounts are dependent upon the continued funding of these programs. CENIC/Califa cannot guarantee the E -rate and CTF discounts, and these discounts are subject to change. Definitions *NRC - Non -Recurring Charges. These costs could be subject to change should a telecommunications provider determine during circuit engineering priorto circuit installation that additional costs are required. Should this occur, the library may cancel the circuit with NRC, or if all circuits are to be charged additional costs as compared to those in this agreement library may cancel this entire agreement or ask whether another circuit(s) with lower NRC but potentially higher on going monthly costs is (are) available. Master Agreement Page 7 of 8 Estimated Net Costs, Itemized - Main to Branches Pre Discount Costs after discounts applied Circuits to Newport Beach Public Library NRC* Monthly NRC* Monthly Link 2: Mariners to Newport Beach Public $ (AT&T) 1G $ - $ 1,232.50 $ 246.50 Link 3: Balboa to Newport Beach Public (AT&T) 500M $ - $ 1,003.00 $ - $ 200.60 Link 4: Corona Del Marto Newport Beach Public $ (NSS) 100M $ - $ 697.88 $ 139.58 Taxes & Surcharges on links Varies Main library will need a router or switch with 'Option 2' 1G and at least one LAN interface. This router should support BGP and NAT. An Library Equipment upgraded Firewall appliance may be necessary. Each branch will need a router or switch with at least one 1G interface and a LAN interface. Note 1: These numbers do not include early termination fees that might be required from current provider(s), nor equipment the library may need to purchase to support these circuits, nor Taxes & Surcharges on the circuits. Note 2: E -rate and CTF discounts are dependent upon the continued funding of these programs. CENIC/Califa cannot guarantee the E -rate and CTF discounts, and these discounts are subject to change. Definitions *NRC - Non -Recurring Charges. These costs could be subject to change should a telecommunications provider determine during circuit engineering priorto circuit installation that additional costs are required. Should this occur, the library may cancel the circuit with NRC, or if all circuits are to be charged additional costs as compared to those in this agreement library may cancel this entire agreement or ask whether another circuit(s) with lower NRC but potentially higher on going monthly costs is (are) available. Master Agreement Page 7 of 8 **E rate discounts vary among jurisdictions, From 20% to 90%. E-rate and CTF discounts are dependent upon the continued funding of these programs. These discounts are subject to change in future years. ***Collector Circuit - a multi-site aggregation or trunk circuit between the main site and the CaIREN backbone ****CTF discount - percent discount of amount after E rate discount is applied. Master Agreement Page 8 of 8