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HomeMy WebLinkAboutA6680 - CALIFA GROUP - PROVISION INSTALLALTION_MAINT. OF ADVANCED NETWORK SVCSAMENDMENT 1 TO PROVISION, INSTALLATION AND MAINTENANCE OF ADVANCED NETWORK (DATA) SERVICES AGREEMENT This Amendment No. 1 ("Amendment') to the Provision, Installation, and Maintenance of Advanced Network (Data) Services Agreement ("Agreement') between the City of Palm Springs ("City") and the Califa Group ("CALIFA") is made and entered into this I '"-- day of jvt+c. 2016, by and between City and CALIFA. RECITALS A. CALIFA has requested revisions to the charges to be assessed and the reimbursements to be provided under the terms of the Agreement. City is willing to accept these changes. B. City and CALIFA desire to amend the Agreement as provided for herein. NOW, THEREFORE, In consideration of these promises and mutual obligations, covenants and conditions, the Parties agree as follows: AGREEMENT 1. In consideration of the promises and covenants contained in this Amendment and other good and valuable consideration, the City and the Contractor agree Appendix #1 to the Agreement is amended in its entirety to read as provided in Attachment A to this Amendment and described as "Appendix#1, Revised May 1 , 2016. 2. All of the terms, conditions, and provisions of the Agreement as amended, unless specifically modified herein, shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and any provisions of the Agreement, the provisions of this Amendment shall govern and control. In witness whereof, the Parties have caused this amendment to be executed by their respective duly authorized representatives. For City: For CALIFA: Name:A N •12E 1 Name: Title: C)-rq HJ%4A&=C-- Title: U',ecuc,...ira,tY Date: o t o f 124' 1 to Date:I J APP O AS TO FORM APPROVED BY CnY MANAGER Awp8a7M ATTORNEY L.S-nMAMA COST yFLRBA= GURIEN'r• NL-G /..IoNTri--Y DATE PgoanseD Zoo 3 r s oD too t-rz .55 Appendix #1 , Revised May 1, 2016 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 City for connecting CENIC's fiber optic backbone to City's library facilities and for connections that are not direct connections to CENIC's fiber optic backbone, e.g. direct connections between libraries. City understands that CENIC will bill Califa, and Califa will bill City, 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 City. City further understands that the exact discounted cost of circuits will not be known until after the E-rate consortium application is approved. Therefore, a range of circuit costs is shown below, with the understanding that the actual discounted costs will fall within the range and until the actual discounted costs are realized, the City is liable for the highest cost shown. The actual start date of the service, and therefore of circuit costs, will be dependent on coordination among CENIC, the City and the network service provider. The circuit being provided by the network service provider is a switched "cloud" circuit, with two billed elements, or links. TOTAL COSTS: 1G From Branch to Main, 1G from Main to CaIREN Pre Discount Costs (not Estimated Net Costs, after including Taxes & discounts applied (not Summary Totals for Palm Springs Public Surcharges) including Taxes & Surcharges) Library Options NRC Monthly NRC Monthly 1,000.00 3,445.00 100.00 172.25 SUBTOTALS (When added together, the costs of the two charts below equals the total costs identified above.) 1G Itemized CaIREN Connectivity Pre Discount Costs Estimated Net Costs, after discounts applied Connection to CaIREN Hub at PDC NRC Monthly NRC Monthly Link 1: to Palm Springs Public Library (TWC) 1,000.00 1,795.00 100.00 89.75 Link 2: n/a - Taxes & Surcharges on links Varies 1G ASE Itemized Inter-Library Connectivity Pre Discount Costs Estimated Net Costs, after discounts applied Connections to Palm Springs Public Library NRC Monthly NRC Monthly Link A: Welwood Murray Memorial Library $ Verizon) - 1,650.00 $ 82.50 Taxes & Surcharges on links Varies AGREEMENT BETWEEN CALIFA AND THE CITY OF PALM SPRINGS FOR THE PROVISION, INSTALLATION AND MAINTENANCE OF ADVANCED NETWORK (DATA) SERVICES This Agreement, hereinafter referred to as "Agreement', is entered into as of March 18, 2015 by and between Califa Group, a California public benefit corporation, hereinafter referred to as "Califa" and the City of Palm Springs, a California charter city, for the benefit of the Palm Springs Public Library, hereinafter referred to as "City". Califa and City 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. Palm Springs Public Library Califa Jeannie Kays, Library Director Susan Hildreth 300 South Sunrise Way Executive Director Palm Springs, CA 92262 32 West 25`h Avenue, Suite 201 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, City desires to contract with Califa to obtain one or more data circuits to connect certain City library facilities to the CENIC high speed broadband fiber network, Ca1REN, and, if specified in Appendix #1, attached, to connect libraries to other sites as identified in said appendix for the purpose of connecting to CaIREN, and, if specified in Appendix #1, to purchase equipment; NOW THEREFORE, City 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 City. 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 Libraries are use of Ca1REN and contracting for and provision of data circuits supplied by network service providers. Master Agreement Page 1 of 6 Califa, on behalf of City, 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 City 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. 3. Term and Termination of this Agreement a) TERM OF THIS AGREEMENT. This Agreement shall be in effect from March 18, 2015 through June 30, 2016. This agreement will automatically renew unless one party notifies the other at least 60 days in advance of June 30, 2016 and each June 30 of each renewal period. b) TERMINATION. Notwithstanding the provisions of Section 3(a) above, the City may terminate this Agreement for any reason after providing Califa with at least sixty (60) days notice. In the event City terminates this Agreement prior to the end of the term or any renewal term, City will pay any circuit telecommunications carrier termination charges resulting from early termination of the Service. c) UNABLE TO CONNECT. This Agreement will be null and void if CENIC is unable to connect the City's library facilities to CaIREN. 4. Payment City will pay the amounts specified in Appendix#1 for the services and equipment. Payment for services and equipment 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 City and Califa. City will put forth reasonable efforts to make payments within thirty (30) days after receipt of invoice. 5. Miscellaneous a) CONDITIONS OF USE. City agrees to conform to the CENIC Appropriate Use Policy located at http 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 an Addendum to this Agreement. If such conditions of use are modified and City believes it can no longer conform to their requirements, City shall have one hundred eighty (180) days to terminate the affected service without penalty. If City does not elect to terminate the service, City 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. e) NON LIBRARY USES. City understands that this agreement covers only City library use of Ca1REN and circuits provided hereunder and City agrees that no other uses will be made of the services provided herein. Master Agreement Page 2 of 6 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, 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 City provided herein shall not be exclusive and are in addition to any other rights and remedies provided by law. 8. Indemnification. City 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 City its officers, agents, or employees. Califa shall indemnify City, 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. 9. Dispute Resolution.All disputes between the parties hereto with respect to their rights and duties hereunder, excepting only indemnity claims, shall be resolved through binding arbitration pursuant to Code of Civil Procedure Section 1280, with the non prevailing party responsible for the arbitrators' fee but in all other respects with each side bearing its own costs and attorney's fees. Master Agreement Page 3 of 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives. For City For lifa Signature Signature David Ready Susan Hildreth Name City Manager Executive Director Title T 2 - Date Date APPROVED EY C111l C0011Cll APPR AS TRM TY ATTORNEY pGlTOerk Master Agreement Page 4 of 6 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 City for connecting CENIC's fiber optic backbone to City's library facilities and for connections that are not direct connections to CENIC's fiber optic backbone, e.g. direct connections between libraries. City understands that CENIC will bill Califa, and Califa will bill City, 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 City. City further understands that the exact discounted cost of circuits will not be known until after the E-rate consortium application is approved. Therefore, a range of circuit costs is shown below, with the understanding that the actual discounted costs will fall within the range and until the actual discounted costs are realized, the City is liable for the highest cost shown. The actual start date of the service, and therefore of circuit costs, will be dependent on coordination among CENIC, the City and the network service provider. The circuit being provided by the network service provider is a switched "cloud" circuit, with two billed elements, or links. TOTAL COSTS: 1G From Branch to Main, 1G from Main to CaIREN Pre Discount Costs (not Estimated Net Costs, after including Taxes & discounts applied (not Summary Totals for Palm Springs Public Surcharges) including Taxes & Surcharges) Library Options NRC Monthly NRC Monthly 1,000.00 3,150.00 200.00 315.00 Master Agreement Page 5 of 6 SUBTOTALS (When added together, the costs of the two charts below equals the total costs identified above.) 1G Itemized CaIREN Connectivity Pre Discount Costs Estimated Net Costs, after discounts applied Connection to CaIREN Hub at PDC NRC Monthly NRC Monthly Link 1: to Palm Springs Public Library (TWC) 1,000.00 1,500.00 200.00 150.00 Link 2: n/a - Taxes & Surcharges on links Varies 1G ASE Itemized Inter-Library Connectivity Pre Discount Costs Estimated Net Costs, after discounts applied Connections to Palm Springs Public Library NRC Monthly NRC Monthly Link A: Welwood Murray Memorial Library $ Verizon) - 1,650.00 $ 165.00 Taxes & Surcharges on links Varies Master Agreement Page 6 of 6