1 NOVATION AGREEMENT BETWEEN
THE IMPERIAL COUNTY OFFICE OF EDUCATION,
and
SAN BERNARDINO PUBLIC LIBRARY
FOR THE PROVISION, INSTALLATION, AND MAINTENANCE OF
ADVANCED NETWORK (DATA) SERVICES
This Agreement, hereinafter referred to as “Novation ,” is entered into as of _________________ by and between the Imperial County Office of Education, hereinafter referred to as “ICOE,” and the San Bernardino Public Library hereinafter referred to as “ the Library.” ICOE and the Library are sometimes referred to in this Novation 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.
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 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 as defined by the terms of the California Broadband Services Project program and that, upon said appointment, CTC has ceased to perform those functions.
Now, Therefore, The Parties execute this Agreement to novate the assumption of the duties under the Original Agreement from CTC to ICOE: The Parties acknowledge and agree that CTC, on behalf of the California S tate Library, has transferred and assigned its duties and responsibilities of the Statewide Broadband Aggregator to ICOE pursuant to the terms of the grant program administered by the California State Library.
By signing this Amendment, the Library and ICOE agree that,
1. The Original Agreement is hereby amended to replace the reference to "CTC" with a new reference to " ICOE." A copy of the Original Agreement between CTC and the San Bernardino Public Library is attached hereto and incorporated herein by this reference.
2. The Original Agreement remains in full force and effect as between the Library and ICOE from the date of this Agreement , and that ICOE, on behalf of the California State Library, will assume all rights and responsibilities of CTC under the Original Agreement .
3. ICOE will perform the functions agreed to by C TC 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. The Library agrees to indemnify, defend and save harmless ICOE, its officers, agents , and employees from any and all claims, losses, and liabilities accruing or resulting to ICOE 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
2 or damaged by the 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 the Library, its officers, agents, or employees. ICOE agrees to indemnify, defend, and save harmless the Library, its trustees, officers, agents, and employees from any and all liabilities accruing or resulting to the 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 ICOE 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 ICOE, its officers, agents, or employees.
5. This Agreement se rves as written notice to the Library of this change in the Broadband Aggregator duties and of the continued obligation by Library to comply with the terms and conditions of the Original Agreement.
6. TERM OF THIS AGREEMENT. This Agreement ("Agreement") shall become effective upon the execution by both parties hereto. This Agreement shall automatically renew on an annual basis commencing on July 1 of each year unless either party provides the other party with written notice of non-renewal at least sixty (60) days prior to the renewal date.
7. Insurance
(a) Each party shall obtain, pay for, and maintain in effect during the life of this Agreement a Commercial General Liability insurance policy that includes coverage for Premises Operations, Products/Completed Operations, Contractual, Independent Contractors, Broad Form Property Damage, and Personal Injury; with a minimum combined single limit of not less than $1,000,000 for Bodily Injury and Property Damage (each occurrence) and a $2,000,000 aggregate.
(b) Nothing in this Insurance section shall reduce a party’s liabilities or obligations under the Indemnification section of this Agreement.
(c) The Parties acknowledge that ICOE is permissibly self -insured under California law. A waiver of subrogation will apply with respect to ICOE’s self-insurance. (d) Upon request, each Party shall provide proof of insurance to the other Party. (e) The Library will be named as additional insured with respect to general liability. (f) Each Party shall obtain, pay for, and maintain in effect during the life of the Agreement, workers compensation coverage as required by California Law. This requirement may be met with a combination of insurance and/or self-insurance. A waiver of subrogation will apply with respect to worker’s compensation coverage.
Address of Additional Insured:
City of San Bernardino. et al
290 N “D” St.
San Bernardino, CA 92401
3 IN WITNESS WHEREOF, the parties hereto have caused this Novation Agreement to be executed by their respective duly authorized representatives.
For San Bernardino Public Library
Signature
Name
Title
Date
For ICOE
Signature
Name
Title
Date
City of San Bernardino
By:
Rochelle Clayton
Acting City Manager
ATTEST:
By:
Genoveva Rocha, CMC
City Clerk
APPROVED AS TO FORM:
By:
City Attorney