1 NOVATION AGREEMENT BETWEEN
THE IMPERIAL COUNTY OFFICE OF EDUCATION,
AND
THE CITY OF REDONDO BEACH
FOR THE PROVISION, INSTALLATION, AND MAINTENANCE OF
ADVANCED NETWORK (DATA) SERVICES
This Novation Agreement is entered into as of the date both parties sign this Novation Agreement by and between the Imperial County Office of Education, hereinafter referred to as “ICOE,” and City of Redondo Beach, hereinafter referred to as “the Library.” ICOE and the Library are sometimes referred to in this Novation 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 Redondo Beach Imperial County Office of Education Redondo Beach Public Library 1398 Sperber Road
303 N. Pacific Coast Hwy El Centro, CA 92243
Redondo Beach, CA 90277 Attn: Veronica Zamora, Fiscal Manager Attention: Dana Vinke, Library Director
WHEREAS, California State Library appointed Columbia Telecommunications Corporation d/b/a CTC Technology and Energy (“CTC”) as the Statewide Broadband Aggregator for the California State Library Broadband Services Project; and
WHEREAS, CTC provided notice of its intention to terminate its appointment and end its responsibilities under the original agreement as Statewide Broadband Aggregator on behalf of the California State Library, effective as of December 31, 2023.
WHEREAS, as of January 1, 2024, the California State Library has appointed ICOE to assume the rights and responsibilities and perform the functions of the Statewide Broadband Aggregator on behalf of the California State Library previously undertaken by CTC under the terms of the California Broadband Services Project program;
WHEREAS, the Parties wish to enter into this Novation Agreement to effectuate the transfer of obligations, rights, and duties from CTC to ICOE under the original agreement between the City of Redondo Beach and CTC dated September 6, 2022 (the “Original Agreement”).
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The Parties agree that the Original Agreement, a copy of which is attached hereto and incorporated herein by reference, is hereby novated. All rights, duties, and obligations of CTC under the Original Agreement are transferred to and assumed by ICOE. The Library agrees to release CTC from all obligations under the Original Agreement effective from the date of this Novation Agreement.
2. The Original Agreement is hereby amended to replace the reference to "CTC" with a new reference to "ICOE."
3. ICOE agrees to perform all the functions and responsibilities as set forth in the Original Agreement, 2 including all addenda, appendices, and subsequent amendments thereto.
4. The Indemnification clause in the Original Agreement shall be amended to state:
Indemnification: Each party (the 'Indemnifying Party') agrees to indemnify, defend, and hold harmless the other party (the 'Indemnified Party'), its officers, agents, employees, and affiliates, from and against any and all claims, losses, damages, liabilities, expenses, and costs (including reasonable attorney fees) resulting directly from the Indemnifying Party's negligent or intentional acts or omissions in the performance of this Novation Agreement. This indemnification obligation is limited to actions or omissions where the Indemnifying Party is at fault and will be in proportion to and to the extent of such fault.
The Indemnified Party must provide prompt notice to the Indemnifying Party of any claim or liability subject to indemnification hereunder and offer full cooperation, information, and assistance in the defense or settlement of such claim or liability. However, the Indemnifying Party shall not settle any such claim in a manner that affects the rights or obligations of the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld or delayed.
This indemnification clause shall survive the termination or expiration of this Novation Agreement and applies only to claims arising during the term of the Novation Agreement.
5. This Novation Agreement serves as written notice to the Library of the novation in the Broadband Aggregator duties and of the continued obligation by Library to comply with the terms and conditions of the Original Agreement as novated herein.
6. Term and Termination: This Novation Agreement shall be effective from the date both parties sign this Novation Agreement through July 1, 2026.
7. This Novation Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings with respect thereto.
SIGNATURES FOLLOW ON THE NEXT PAGE
3 IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be executed by their respective duly authorized representatives.
City of Redondo Beach ICOE
Signature Signature
James A. Light
Name Name
Mayor
Title Title
Date Date
ATTEST:
___________________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
___________________________________
Michael W. Webb, City Attorney
APPROVED:
____________________________________
Diane Strickfaden, Risk Manager
4/24/2024 | 8:52 AM PDT
Luis Wong
Chief Executive Officer Network Initiatives