HomeMy WebLinkAboutC-7035-2 - Agreement for the Provision, Installation and Maintenance of Advanced Network (Data) ServicesAGREEMENT 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 July 1, 2021 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 "Parry" 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 Group
Tim Hetherton Paula MacKinnon
Library Services Director Executive Director
1000 Avocado Avenue 330 Townsend St. Suite 133
Newport Beach, CA 92660 San Francisco, CA 94107
WITNESS THAT
WHEREAS, Califa, on behalf of the California State Library, has contracted with CENIC, a
California nonprofit corporation, to provide high speed networking to libraries in California;
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, Ca1REN, 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 Ca1REN;
WHEREAS, the Parties have an existing agreement for the same or similar services as those
covered herein, which was entered into on March 1, 2016 and is set to expire June 30, 2022
("2016 Agreement"); and
WHEREAS, Califa is requiring Library to enter into this Agreement prior to the expiration of
the 2016 Agreement;
NOW THEREFORE, Library and Califa enter into this Agreement:
1. 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.
Master Agreement Pagel of 8
2. Services to be Provided
The primary communications infrastructure provided by CENIC is the California Research and
Education Network ("Ca1REN"). Among the services that CENIC will provide to Libraries
are use of CaIREN 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 the appendix attached. Califa will assure that CENIC notifies the Library
of installation requirements and necessary maintenance instructions. 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.
Library is responsible for analyzing the cost of any early termination penalties that might apply to
its existing connections.
If Library is currently getting E -rate funding for its existing services, Library remains responsible
for continuing to apply for those until all CENIC services are turned up and all legacy services are
canceled.
3. Term and Termination of this Agreement
(a) TERM OF THIS AGREEMENT. This Agreement shall be in effect from July 1, 2021 until
the termination of all circuits ordered under this Agreement, or unless otherwise terminated
by a Party pursuant to the terms of this Agreement. This Agreement terminates and
supersedes the 2016 Agreement and Library shall not be subject to the early termination fee
provisions therein.
(b) TERMINATION. Termination prior to the end date of any given circuit shall result in
Library having to pay any circuit telecommunications carrier termination charges resulting
from early termination of the circuit Service. Notwithstanding the above, upon a 60 day
written notice prior to the second and each following June 30 after a circuit is installed,
Library may cancel a circuit without penalty if funding to pay for that circuit is not available
and Library does not for at least 12 months after said notice order or otherwise obtain a
replacement circuit in place of the cancelled circuit.
(c) Library may terminate this agreement if non-recurring, one-time costs for all circuits
included in Appendix 1 are increased by the telecommunications carrier from the amount
shown in Appendix 1. See footnote for non-recurring charges in Appendix 1 for more
information.
Master Agreement Page 2 of 8
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 1 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. Unless otherwise agreed to between the Parties, all circuit deployment fees
are non -cancelable and nonrefundable, and any outstanding circuit deployment fees shall become
due and payable immediately upon termination.
5. Miscellaneous
(a) CONDITIONS OF USE. Library agrees to conform to the CENIC Appropriate Use Policy
located at h_ptt s:Hcenic.org/network/policies/acceptable-use-policy 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 an Addendum to this
Agreement. If such conditions of use are modified Library will be notified and if 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 circuit telecommunications carriers 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.
(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
Master Agreement Page 3 of 8
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 Agreement, Califa and its subcontractors shall not
deny the Agreement's benefits to any person on the basis of religion, color, ethnic
group identification, sex, age, physical or mental disability, 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 of Library provided herein 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, 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 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.
(Signatures on following page)
Master Agreement Page 4 of 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized representatives.
For Library
For Califa
Sign*7e Signature
Tim Hetherton
Name
Library Services Director
Title
February 1, 2021
Date
APPROVED AS TO FORM:
CIN A S OFFICE
Date: L C Z
Sy:
Paula MacKinnon
Name
Executive Director
Title
January 28, 2021
Date
I Ll"M L11 k k I I rtl -
-
Master Agreement Page 5 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 the costs of
circuits charged by' network service providers, including any taxes and surcharges, and any one-
time installation fees from CENIC. 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 CENIC, 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.
Master Agreement Page 6 of 8
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