CONTRACT 4835 Maintenance and Repair Agreement CLOSEDAgreement No. 4835
AGREEMENT BETWEEN CITY OF EL SEGUNDO AND CALIFA
GROUP FOR THE PROVISION, INSTALLATION AND MAINTENANCE
OF ADVANCED NETWORK (DATA) SERVICES
This Agreement for the Provision, Installation and Maintenance of Advanced Network (Data)
Services, hereinafter referred to as "Agreement," is entered into as of March 2" d, 2015, by and
between Califa Group, a California public benefit corporation ( "Califa ") and the City of El
Segundo, a general law city and municipal corporation ( "City "). Califa and City are sometimes
referred to in this Agreement individually as "Party" and collectively as "Parties."
WITNESS THAT
WHEREAS, Califa, on behalf of the California State Library, has contracted with the
Corporation for Education Networks Initiatives in California (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 City's Public Library to the CENIC high speed broadband fiber network, California
Research and Education Network (Ca1REN), and, as specified in Appendix #1, a copy of which
is attached and incorporated herein by this reference, to connect libraries to other sites as
identified in said appendix for the purpose of connecting to Ca1REN.
NOW THEREFORE, in consideration of the faithful performance of the terms and conditions
set forth below, City and Califa agree as follows:
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's Public Library.
2. Services to be Provided
The primary communications infrastructure provided by CENIC is the Ca1REN. 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.
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.
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Agreement No. 4835
3. Term and Termination of this Agreement
(a) TERM OF THIS AGREEMENT. This Agreement shall be in effect from April 1, 2015
through June 30, 2016. This agreement will automatically renew for an additional one -year
term on June 30 of each year unless earlier terminated.
(b) TERMINATION. Either party may terminate this Agreement at any time upon 60 days
notice. Termination by the City prior to the end date stated above shall result in City having
to pay any circuit telecommunications carrier termination charges resulting from early
termination of the Service.
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 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 CBI Appropriate Use Policy
located at c� ail° I „C�,131 �, a copy of which is attached hereto as Appendix
#2 and incorporated herein by this reference, 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 from the date City was first
notified of the modification of the requirements, 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 PROHIBITED. City understands that this Agreement covers
only City library use of Ca1REN and circuits provided hereunder and Library agrees that no
other uses will be made of the services provided herein.
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Agreement No. 4835
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. City's executive manager,
or designee, may execute any such amendment on behalf of City.
7. General Provisions
(a) NONDISCRIMINATION. 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.
(b) 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.
(c) 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.
(d) NOTICES. All written communications between the parties shall be addressed as
follows unless and until amended in writing by the respective party.
City of El Segundo Califa
Debra Brighton Susan H. Hildreth
Library Director Executive Director
111 Mariposa Ave 32 West 25th Avenue, Suite 201
El Segundo, CA 90245 San Mateo, CA 94403
(e) ASSIGNABILITY. This Agreement may not be assigned by either party without
the express written consent of the other, non - assigning party. Any attempts to assign the
benefits or burdens of this Agreement without the other, non - assigning parties' written
approval are prohibited and will be null and void.
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,
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Agreement No. 4835
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. Authority; Counterparts. The Parties represent and warrant that all necessary action
has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective duly authorized representatives.
ATTEST:
/9
y l
APPROVED AS TO FORM:
MARK D 1.1E . LEY, City Attoli- Bey
David ng, Assistant City Attorney
etr Cll
46�:..,
Susan H. Hildreth, Executive Director
Date Vie'
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Agreement No. 4835
Appendix #1
Provision, Installation and Maintenance
Of Advanced Network (rata) 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 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 California Teleconnect Fund (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 GENIC, the City and the
network service provider.
Because it is possible that, in any given year, CENIC's Library consortium E -rate application
may not be approved, in which case the City will not receive the exact discounted costs
described in this Appendix, the City expressly reserves the right to terminate this Agreement
pursuant to Section 3 of the Agreement. Califa agrees to advise the City in writing immediately
if the application is not approved and /or if the City will not receive the exact discounted costs
described herein.
The circuit being provided by the network service provider is a switched "cloud" circuit, with
two billed elements, or links.
Summary Totals for El Segundo
Library Options
Pre Discount Costs (not
including Taxes &
Surcharges)
Non-
recurring
Monthly
charge
(N RC)
10G to CaIREN Hub
Estimated Net Costs, after
discounts applied (not
including Taxes &
Surcharges)
NRC
$1,000.00 1 $4,436.25 1 $ 600.00
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Monthly
$1,330.88
Agreement No. 4835
10G Decaman
Itemized CaIREN Connectivity Pre Discount Costs Estimated Net Costs, after
discounts applied
...............__ ............................... ...................
N RC ............ .
Connection to CaIREN Hub at Monthly NRC Monthly
Equinix Los Angeles
Link 1: to El Segundo Public Library $1,000.00 $4,436.25 $ 600.00 $1,330.88
_ Link 2: to CaIREN Hub na .._ -�... ---- ..._ na........... - ................ na...... .....................�........� ..........
na
. ww � wwww Taxes & Surcharges �.�.�...�..�..�.�._._.......
rges on links Varies
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