Master Agreement Page 1 of 7
AGREEMENT BETWEEN CITY OF SIGNAL HILL 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 January 2, 2023 by and between Columbia Telecommunications Corporation d/b/a CTC Technology and Energy, hereinafter referred to as “CTC” and City of Signal Hill on behalf of the Signal Hill Public Library, hereinafter referred to as “City”. CTC 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.
City of Signal Hill
Joe Hoefgen
Interim City Manager
2175 Cherry Avenue
Signal Hill, CA 90755
CTC Technology and Energy
Heather D. Mills
Vice President, Grant & Funding Strategies
10613 Concord Street
Kensington, MD 20895
[email protected]
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, City desires to enter into an agreement with CTC to obtain one or more data circuits to connect Signal Hill Public Library to the CENIC high speed broadband fiber network, CalREN, and, if specified in Appendix #1, attached, to connect Signal Hill Public Library to other library sites as identified in said Appendix for the purpose of connecting to CalREN.
NOW THEREFORE, City 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 City 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 ("CalREN"). Services that CENIC will provide to Libraries will include use of CalREN and contracting for and provision of data circuits supplied by network service providers.
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CTC, on behalf of City, 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 City that CENIC or CTC will notify City 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 #1 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.
City 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.
City 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.
City 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 City is currently receiving E-rate funding for its existing services, City remains responsible for continuing to apply for that E-rate funding until all CENIC Services are turned up and existing Erate supported services are canceled.
3. Term and Termination of this Agreement
(a) TERM OF THIS AGREEMENT. This Agreement shall be in effect for eighteen (18) months from January 2, 2023 until June 30, 2024 unless otherwise terminated by a Party pursuant to the terms of this Agreement or extended by the Parties in writing or 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 City pursuant to Appendix #1 or subsequent Addenda or as noticed in writing by CENIC to City.
(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 City paying any applicable circuit telecommunications carrier termination charges or similar early termination Master Agreement Page 3 of 7
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, City may cancel a circuit without penalty if it verifies to CTC and CENIC that funding to pay for that circuit is not available and City 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) City 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 City, 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 shall receive compensation for all Services under this Agreement at the rates set forth in Appendix #1. The total compensation to CTC shall not exceed Seventy Thousand Dollars ($70,000) over the term of the Agreement without City’s written approval.
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 City 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). City will put forth reasonable efforts to make payments within thirty (30) days after receipt of invoice. City understands and agrees that CTC will only make payment to CENIC for services upon receipt of related payments from City. If City 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. City agrees to conform to the CENIC Appropriate Use Policy located at https://cenic.org/network/policies/acceptable-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, City will be notified and if City believes it can no longer conform to their requirements, City shall have one hundred eighty (180) days from the notice of the modification to terminate the affected Service(s) without penalty. City must provide a 30-day written notice of its Master Agreement Page 4 of 7
termination under this provision to CTC and CENIC. If City does not elect to terminate the Service(s), City must conform to the revised conditions of use. If City fails to conform to the revised conditions of use, the Services may be subject to termination upon sixty (60) day notice to City 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: City understands that this agreement covers only library use of CalREN and of circuits provided hereunder and City 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.
7.4 Prior Agreements: City agrees that any prior agreements entered into between any entity that previously served as the Broadband Administrator and the City for the purpose of Master Agreement Page 5 of 7
participating in the CENIC E-Rate Consortium or receiving services pursuant to that program has been terminated.
8. Indemnification. City 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 City 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 City, its officers, agents, or employees. CTC agrees to indemnify , defend, and save harmless City, its trustees, officers, agents and employees from any and all liabilities accruing or resulting to City 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives.
For Library For Columbia Telecommunications Corporation
Signature Signature
Joe Hoefgen Joanne S. Hovis
Name Name
Interim City Manager President
Title
Date Date
Master Agreement Page 6 of 7
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 City for connecting CENIC’s fiber optic backbone to City 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). City understands that CENIC will bill CTC, and CTC will bill City, 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 City. 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. City 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 City 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 City upon receipt of invoice to CENIC from the network service provider.
Items to Consider While Reviewing Quotes
•Pricing does NOT include applicable taxes, surcharges, and fees. These costs may vary and will be included in invoices at CENIC’s actual cost.
•If an Out of Band line is required, customer must provide a phone line for OOB or allow CENIC to order one and be reimbursed for both the one-time installation and ongoing monthly recurring costs. •Annual Recurring Costs (ARC) items are invoiced annually. •Non-Recurring Costs (NRC) items are one-time costs billed upon execution of contract. •Monthly Recurring Costs (MRC) items are billed quarterly, first billing will occurr after handoff. oE-rate discount: percent discount indicated is an estimate based on data available at the time the quote was generated. oActual discount percentage will be identified by USAC at a later point. E-rate and CTF reimbursements are dependent upon the continued funding of these programs. CENIC/Broadband Access Administrator cannot guarantee the E-rate and CTF discounts, and these discounts are subject to change. E-rate % noted is based on current FY estimate and CTF is a 50% discount of the remaining cost after E-rate has been applied.
oDue to the consortial nature of CENIC's E-rate application, the E-rate discount level may not be finalized until next Spring of the following year (late March or early April).
•E-rate Costs may take up to 18 months to activate due to USAC processing time. Please budget for the full undiscounted costs for the initial period.
Customer:
Budget Summary Description:
Quote Date: FY 22-23
Quote Expiration:
Line Item NRC
Non-Recurring Cost
MRC
Monthly Recurring Cost
ARC
Annual Recurring Cost
1 Equipment [1] $0.00 $0.00 $0.00
2 Maintenance $0.00 $0.00 $0.00
3 Installation $0.00 $0.00 $0.00
4 Circuit $0.00 $2,451.00 -
5 Circuit Deployment Fee [2] $0.00 $0.00 $0.00
Total $0.00 $2,451.00 $0.00
Annual Cost $29,412.00
Discounted Annual Cost $6,721.20
Total for Year 1 $29,412.00
Discounted Annual Cost Year 1 $6,721.20
[1] CENIC pays for equipment, maintenance and installation of initial CalREN connection. [2] The California State Library requested, and received funding through the Budget Act of 2021, AB 128, Chapter 21, 2021 Statute, to pay for Circuit Deployment Fees (CDF) on behalf of public libraries connecting to CalREN. The full text can be found here: https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=202120220AB128 Version 2.0
*Pricing does not include applicable taxes, surcharges, and fees. These costs may vary and will be included in invoices at CENIC’s actual cost. E-rate discount: percent discount indicated is an estimate based on data available at the time the quote was generated. Actual discount percentage will be identified by the E-rate authorities at a later point LOC A LOC Z Carrier Info CENIC - Cross Connect E-rate Discount
80.00% Total Discounted MRC
(CTF & E-rate)* Total Discounted NRC*
Site Name Site Name Service
Provider
Requested
Bandwidth
Est Contract
End Date
Non Recurring
Cost*
MRC for 5 year
term* NRC MRC Discounted NRC* Discounted MRC* $560.10 $0.00 Signal Hill Public Library CalREN Spectrum 1 Gbps 7/1/2024 $0.00 $2,101.00 $0.00 $350.00 $0.00 $560.10