HomeMy WebLinkAboutC-7035-3A - Novation AgreementNOVATION AGREEMENT
BETWEEN NEWPORT BEACH PUBLIC LIBRARY AND CALIFA
This Novation Agreement ("Agreement") provides notice and agreement between the Parties that:
WHEREAS, Califa Group, a California public benefit corporation ("Califa"), acting on behalf of
the California State Library, is the Statewide Broadband Aggregator for the California State
Library Broadband Services Project; and
WHEREAS, the City of Newport Beach, a California municipal corporation, on behalf of the
Newport Beach Public Library ("Library") has entered into an agreement with Califa dated July 1,
2021 ("Original Agreement") 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 and subsequent
Addenda, attached, to connect Library to other library sites as identified in said Appendix for the
purpose of connecting to Ca1REN.
WHEREAS, as of January 1, 2022 the California State Library has appointed Columbia
Telecommunications Corporation d/b/a CTC Technology and Energy, a Maryland corporation
("CTC"), to assume the rights and responsibilities and perform the functions of the Statewide
Broadband Aggregator on behalf of the California State Library as defined by the terms of the
California Broadband Services Project program and that, upon said appointment, Califa will cease
to perform those functions.
Now Therefore, Califa, CTC, and Library (collectively "Parties") execute this Agreement to
novate the assumption of the duties under the Original Agreement from Califa to CTC:
The Parties acknowledge and agree that Califa, on behalf of the California State Library, have
transferred and assigned its duties and responsibilities of the Statewide Broadband Aggregator to
CTC pursuant to the terms of the grant program administered by the California State Library.
By signing this Agreement, Library, Califa, and CTC agree that,
1. The Original Agreement is hereby amended to replace the reference to "Califa" with a new
reference to "CTC."
2. The Original Agreement remains in full force and effect as between Library and CTC from
the date of this Agreement and that CTC, on behalf of the California State Library, will
assume all rights and responsibilities of Califa under the Original Agreement
3. CTC will perform the functions agreed to by Califa as set forth under the Original
Agreement including all addenda, appendices and subsequent amendments.
4. The Indemnification clause in the Original Agreement is amended to state:
Indemnification. Library agrees to indemnify, defend and save harmless CTC, its, officers,
agents and employees from any and all claims, losses, and liabilities accruing or resulting to
CTC and any and all contractors, subcontractors, suppliers, laborers and any other person,
firm or corporation furnishing or supplying work services, materials or supplies in
connection with the performance of this Agreement, and from any and all claims and losses
accruing or resulting to any person, firm or corporation who may be injured or damaged by
Library in the performance of this Agreement, but only in proportion to and in 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. CTC agrees to indemnify , defend, and save harmless Library, its trustees,
officers, agents and employees from any and all liabilities accruing or resulting to Library
and any and all contractors, subcontractors, suppliers, laborers and any other person, firm or
corporation furnishing or supplying work services, materials or supplies in connection with
the performance of this Agreement, and from any and all claims and losses accruing or
resulting to any person, firm or corporation who may be injured or damaged by CTC in the
performance of this Agreement, but only in proportion to and in 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 CTC, its officers, agents, or employees.
This Agreement serves as written notice to Library of this change in the Statewide
Broadband Aggregator duties and of the continued obligation by Library to comply with
the terms and conditions of the Original Agreement.
(signatures on following page)
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IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be executed by
their respective duly authorized representatives.
For Library
U�
Signature
Melissa Hartson
Name
Library Services Director
Title
s/-31
Date
For Califa
Signature
Name Gp
Title
Date
APPROVED AS TO FORM:
CITY ATTO E 'S OFFICE
Date: U S. 2Z
By:
_ Jw-�,
VAttorneyv
C. a
For Columbia Telecommunications Corporation
Si nature
Joanne S. Hovis
Name
President
Title
Date
ATTEST:
Date:
Loei4lani , ,
:o
IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be executed by
their respective duly authorized representatives.
For Library
Signature
Name
Title
Date
Name
Title
50-26-22,
Date
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:_
Aaron C. Harp
City Attorney
For Columbia Telecommunications Corporation
Signature
Joanne S. Hovis
Name
President
Title
Date
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
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