HomeMy WebLinkAboutC-7035-3 - Agreement for the Provision, Installation and Maintenance of Advanced Network (Data) ServicesAGREEMENT BETWEEN CITY OF NEWPORT BEACH AND COLUMBIA
TELECOMMUNICATIONS CORPORATION
FOR THE PROVISION, INSTALLATION AND MAINTENANCE OF
ADVANCED NETWORK (DATA) SERVICES
This Agreement, hereinafter referred to as "Agreement", is entered into as of June 1, 2022 ("Effective
Date") by and between Columbia Telecommunications Corporation d/b/a CTC Technology and Energy,
a Maryland corporation, hereinafter referred to as "CTC" and the City of Newport Beach, a California
municipal corporation, on behalf of the Newport Beach public library, hereinafter referred to as
"Library". CTC 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.
City of Newport Beach Public
Library
Tim Hetherton
Library Services Director
1000 Avocado Avenue
Newport Beach, CA 92660
CTC Technology and Energy
Heather D. Mills
Vice President, Grant & Funding Strategies
10613 Concord Street
Kensington, MD 20895
hmillsActcnet.us
WITNESS THAT
WHEREAS, CTC, is the Statewide Broadband Access Administrator for the California State
Library Broadband Services Project ("Project"); and
WHEREAS, CTC, on behalf of the California State Library, has contracted with the Corporation
for Education Network Initiatives in California ("CENIC") and its subsidiaries to provide high
speed networking to libraries in California; and
WHEREAS, Library desires to enter into an agreement with CTC 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.
NOW THEREFORE, Library and CTC enter into this Agreement:
1. Purpose
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 under the Project.
2. Services to be Provided
Parties understand that the primary communications infrastructure provided by CENIC is the
California Research and Education Network ("Ca1REN"). Services that CENIC will provide
Master Agreement
Page I of 7
to Libraries will include use of CaIREN and contracting for and provision of data circuits
supplied by network service providers.
CTC, on behalf of Library, will contract with CENIC for such data circuits. Specific circuits
and their costs are included in the Appendix #1 attached which may be amended from time to
time by mutually signed Addenda ("Services"). CTC assures Library that CENIC or CTC
will notify Library of installation requirements and necessary maintenance instructions.
Neither CENIC nor CTC shall be responsible for operating or maintaining software,
equipment or cabling that connects equipment or network services not provided by CENIC for
the Services unless specifically agreed to in writing by CENIC.
Parties agree to provide notice to the other Party within 10 calendar days of a failure by
CENIC or the network service provider to deliver Services, or otherwise comply with the
terms as described in this Agreement, including Appendix 41 and subsequent Addenda. If
noticed non-performance is not cured in a timely manner, Parties agree to meet within 10 days
of said notice and discuss appropriate remedies including but not limited to cancellation of
related services or service credits as specified in the underlying agreements between CENIC
and its network service provider and CTC and CENIC.
Library is responsible for calculating and paying any early termination penalties that might
apply due to cancellation of existing connections so that it may receive Services under this
Agreement.
Library is responsible for completing, signing, and submitting any required Letter of Agency,
or related documentation, to confirm its participation in and eligibility for the E-rate Consortia
and to authorize CENIC, as the E-rate Consortia lead, to act on its behalf as described under
the Letter of Agency for the purpose of securing E-rate discounts.
Library is further responsible for completing, signing, and submitting any responsible Letter
of Authorization, or related documentation, to the California Public Utilities Commission to
authorize CTC and CENIC to act on its behalf to submit an application and supporting
documentation for the purpose of receiving discounts on eligible network services as part of
the California Teleconnect Fund program.
If Library is currently receiving E-rate funding for its existing services, Library remains
responsible for continuing to apply for that E-rate funding until all CENIC Services are turned
up and existing E-rate supported services are canceled.
3. Term and Termination of this Agreement
(a) TERM OF THIS AGREEMENT. This Agreement shall be in effect from June 1, 2022
until the termination of all Services including the circuits ordered under this Agreement
(as defined in Appendix #1: CENIC Circuit Quote and any subsequent Addenda under
this Agreement), or unless otherwise terminated by a Party pursuant to the terms of this
Agreement. Specific terms for the circuits provided pursuant to this Agreement shall
depend on the specific date such circuit is "handed off" to Library pursuant to
Appendix 41 or subsequent Addenda or as noticed in writing by CENIC to Library.
(b) TERMINATION. Termination of this Agreement prior to the end date of any given
circuit, as described in Appendix #1 or subsequent Addenda, shall result in Library
Master Agreement Page 2 of 7
paying any applicable circuit telecommunications carrier termination charges or similar
early termination charges that CTC incurs under its agreement with CENIC resulting
from early termination of the Service.
(c) Notwithstanding the above, upon a sixty (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 it verifies to CTC and CENIC that funding to pay for that circuit is not
available and Library agrees that for at least 12 months after said notice it will not order
or otherwise obtain a replacement circuit or substantially similar services in place of the
cancelled circuit.
(d) Library may terminate this Agreement with no penalty if non -recurring, one-time costs
for all circuits included in Appendix #1 and any subsequent Addenda are materially
increased by the telecommunications carrier from the amount shown in Appendix #1.
(e) CTC may terminate this Agreement or assign its rights and responsibilities under this
Agreement to a third party upon no less than sixty (60) day written notice to Library, in
the event of termination or expiration of its duties and obligations under the Project and
with written approval of the California State Library.
4. Payment
CTC bills quarterly in arrears. Payment for services shall be due within thirty (30) days of
receipt of a CTC invoice reflecting provision of the services for which the invoice is sent; or
as otherwise agreed to by Library and CTC. Except for non -recurring costs, if any, costs in
Appendix #1 and any subsequent Addenda 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. Library understands and agrees that CTC will only make payment to CENIC for
services upon receipt of related payments from Library. If Library fails to make payments
within thirty (30) days after receipt of invoice, it agrees to pay any reasonable late payment
fees incurred by CTC under its agreement with CENIC.
Unless otherwise agreed to between the Parties, all circuit deployment fees, if any as set forth
in Appendix #1 and subsequent Addenda are non -cancelable and nonrefundable. Upon
termination of this Agreement, or any Services provided under this Agreement, any
outstanding circuit deployment fees, outstanding recurring charges, non -recurring fees,
applicable circuit termination charges, and applicable early termination penalties, 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 https://cenic.orP/network/policiesfacceptable-use-policy (revised
September 13, 2004) and to any specific conditions of use imposed by network service
providers or subcontractors providing communications services to CENIC as may be in
force at the time such services are made available, including pursuant to an Addendum
to this Agreement. If CENIC, subcontractors, or network service provider 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 from
the notice of the modification to terminate the affected Service(s) without penalty.
Library must provide a 30-day written notice of its tennination under this provision to
Master Agreement Page 3 of 7
CTC and CENIC. If Library does not elect to terminate the Service(s), Library must
conform to the revised conditions of use. If Library fails to conform to the revised
conditions of use, the Services may be subject to termination upon sixty (60) day notice
to Library from CTC or 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 only for the service defined in that Addendum.
(c) FORCE MAJEURE. Neither Party shall be responsible for performance of its
obligations hereunder where prevented, delayed, or hindered by war, riots, embargoes,
strikes involving third parties, acts of third party communications service providers,
including any local access provider, or of their vendors, or suppliers unrelated to the
services offered under this Agreement, acts of unrelated third parties, accidents, cable
cuts by third parties not related to services provided under this Agreement, natural
disasters, act(s) of God or any other event beyond the reasonable control of the Parties.
(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 modified orally, and no modification or amendment shall be binding
unless in writing and signed by authorized representatives of both parties.
7. General Provisions
7.1 Nondiscrimination: During the performance of this Agreement,
(a) CTC 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.
(b) CTC shall ensure that the evaluation and treatment of employees and applicants
for employment are free of such discrimination.
7.2 Severability: 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 the Parties provided herein shall
not be exclusive and are in addition to any other rights and remedies provided by
law.
Master Agreement Page 4 of 7
7.4 Prior Agreements: Library agrees that any prior agreements entered into between
any entity that previously served as the Broadband Administrator and the Library for
the purpose of participating in the CENIC E-Rate Consortium or receiving services
pursuant to that program has been terminated.
8. 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.
(signatures on following page)
Master Agreement Page 5 of 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized representatives.
For Library
V Is
Signature
MPll R4A HAYY4nTl
Name
Library Services Director
Title
5�31 �2(�22
Date
APPROVED AS TO FORM:
CITY ATTORNEY'ATTORNMS OFFICE
Date: S 3 ZZ
By:
'Aarn . Har
ity ttorney
Attachment(s): Appendix #]
FY22-23 Scope of Work
For Columbia Telecommunications Corporation
SiVfiature
Joanne S. Hovis
Name
President
Title
Date
Master Agreement Page 6 of 7
ATTEST:
Date:-
��
Brown
City Clerk
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 CTC 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
(defined as "Services" in the Agreement). Library understands that CENIC will bill CTC, and
CTC will bill Library, for the costs of circuits charged by network service providers, including
any taxes and surcharges, and any one-time installation fees. Prior to approval of CENIC's E-
rate Consortium Library Application, 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 CTC and from CTC 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 Library 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 the network
service provider.
Master Agreement Page 7 of 7
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