HomeMy WebLinkAbout2015-06-30; City Council; 22018; 2014-15 UASI Funds to Upgrade RCS Microwave to IP/Ethernet; Agreement with Aviat, Next Generation RCSCITY OF CARLSBAD - AGENDA BILL
AB# 22,018 ACCEPT AND APPROPRIATE $200,000 IN FY 2014-15
UASi FUNDS TO UPGRADE THE RCS MICROWAVE
TRANSPORT NETWORK TO AN IP/ETHERNET
CAPABLE NETWORK AND ENTER INTO AN
AGREEMENT WITH AVIAT NETWORKS, INC., AS
PART OF THE NEXT GENERATION REGIONAL
COMMUNICATION SYSTEM REPLACEMENT
DEPT. DIRECTOR <aS^^^
MTG. 6/^n/iR
ACCEPT AND APPROPRIATE $200,000 IN FY 2014-15
UASi FUNDS TO UPGRADE THE RCS MICROWAVE
TRANSPORT NETWORK TO AN IP/ETHERNET
CAPABLE NETWORK AND ENTER INTO AN
AGREEMENT WITH AVIAT NETWORKS, INC., AS
PART OF THE NEXT GENERATION REGIONAL
COMMUNICATION SYSTEM REPLACEMENT
CITY ATTY. 6^>-^
DEPT. POLICE
ACCEPT AND APPROPRIATE $200,000 IN FY 2014-15
UASi FUNDS TO UPGRADE THE RCS MICROWAVE
TRANSPORT NETWORK TO AN IP/ETHERNET
CAPABLE NETWORK AND ENTER INTO AN
AGREEMENT WITH AVIAT NETWORKS, INC., AS
PART OF THE NEXT GENERATION REGIONAL
COMMUNICATION SYSTEM REPLACEMENT
CITY MGR.
RECOMMENDED AaiON:
Adopt Resolution No. 2015-168 authorizing the City of Carlsbad to accept and appropriate
$200,000 in FY2014 UASI funds to upgrade the RCS microwave transport network to an IP/Ethernet
capable network, and to enter into an agreement with Aviat Networks, Inc. for installation, as part of
the Next Generation Regional Communication System replacement.
ITEM EXPLANATION:
In February 2014, the City of Carlsbad entered into the Next Generation Regional Communication
System (NextGen RCS) Agreement with the County of San Diego (Exhibit 2). The Regional
Communications System (RCS) provides radio communications service to local public safety agencies
in San Diego County. Originally constructed in 1998, the RCS is approaching "end of life" and must be
replaced. This next generation system will provide effective and reliable voice radio communications
for routine intra- and interagency operations as well as inter-agency communications throughout the
region during essential day-to-day operations, mutual aid and disaster operations.
The first phase ofthe NextGen RCS replacement project is to upgrade the RCS microwave transport
network to an IP/Ethernet capable network. The RCS microwave transport network connects all the
800MHz RCS radio sites and dispatch centers to the RCS core. In 2013, the City of San Diego received
San Diego Urban Area Security Initiative (UASI) grant funding to upgrade the portion of the
microwave network that connects all of the RCS radio sites. In 2014, San Diego UASI funding was
awarded for the replacement of the portions of the network that connect the individual dispatch
centers to the pCS. Because each dispatch center owns the microwave network equipment that
connects to the RCS, the UASI funding will be allocated to each city to fund the replacement of their
existing microwave network equipment (Exhibit 3). There are no matching funds required. The
County of San Diego, as the contracting and administering entity for NextGen RCS, conducted a
competitive procurement for the replacement of the RCS microwave transport network in FY 2012-
13. A contract was subsequently awarded to Aviat Networks, Inc. The city will piggyback on the
county contract, and establish its own contract with Aviat (Exhibit 4). The city will appropriate the
allocated $200,000 and get reimbursed via the FY 2014-15 UASI grant (City of San Diego). Aviat has
conducted a site survey ofthe dispatch center and provided a pricing summary totaling $169,178 to
complete the microwave upgrade (Exhibit 5).
DEPARTMENT CONTACT: Fiona Everett 760-931-2279 fiona.everett@carlsbadca.gov
FOR CLERK USE.
COUNCIL ACTION: APPROVED CONTINUED TO DATE SPECIFIC •
DENIED • CONTINUED TO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
FISCAL IMPACT:
Staff is requesting an appropriation of $200,000 from the Public Safety Grant Special Revenue Fund for
the replacement of their existing microwave network equipment. The city will be fully reimbursed via
the FY2014 federal UASI grant funding, which has been allocated to the City of Carlsbad for this specific
purpose. The City of Carlsbad's total allocation is $200,000 (Exhibit 3). The pricing summary provided by
Aviat to complete the work totals $169,178 (Exhibit 5). There are no matching funds required.
ENVIRONMENTAL IMPACT:
Pursuant to Public Resources Code Section 21065, this action does not constitute a "project" within the
meaning of CEQA in that it has no potential to cause either a direct physical change in the environment,
or a reasonably foreseeable indirect physical change in the environment, and therefore does not require
environmental review.
EXHIBITS:
1. Resolution No. 2015-168 authorizing the City of Carlsbad to accept and appropriate $200,000 in
FY2014 UASI funds to upgrade the RCS microwave transport network to an IP/Ethernet capable
network, and enter into an agreement with Aviat Networks, Inc. as part ofthe Next Generation
Regional Communication System replacement
2. Executed NextGen RCS Agreement, between the County of San Diego and the City of Carlsbad
3. FY 2014-15 UASI Allocation Per Agency
4. Agreement between City of Carlsbad and Aviat Networks, Inc. for planning and delivery of
microwave and associated products and services to engineer and implement the solution as
proposed.
5. Pricing summary from Aviat Networks, Inc. to complete microwave replacement work, totaling
$169,178
Exhibit 1
1 RESOLUTION NO. 2015-168
3
2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY OF CARLSBAD TO ACCEPT
AND APPROPRIATE $200,000 OF FY2014 UASI FUNDS TO
4 UPGRADE THE RCS MICROWAVE TRANSPORT NETWORK, AND TO
ENTER INTO AN AGREEMENT WITH AVIAT NETWORKS, INC. FOR
5 INSTALLATION, AS PART OF THE NEXT GENERATION REGIONAL
COMMUNICATION SYSTEM REPLACEMENT
6
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2014; and
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WHEREAS, the City of Carlsbad signed an agreement with the County of San Diego to
participate in the Next Generation Regional Communication System (NextGen RCS) in February
11 WHEREAS, this communications system provides essential day-to-day communications
12 operations, including the ability to respond to citizen requests for service, for public service
13
agencies, including the City of Carlsbad Police and Fire Departments; and
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WHEREAS, the next phase of the NextGen RCS replacement project is to upgrade the
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RCS microwave transport network, which connects all the 800MHz RCS radio sites and dispatch
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ly centers to the RCS core; and
18 WHEREAS, the County of San Diego received FY2014 San Diego Urban Area Security
1^ Initiative (UASI) funds to be allocated to each city to fund this replacement; and
WHEREAS, the City of Carlsbad received a share of this allocation to replace the city's
existing microwave network; and
WHEREAS, the County of San Diego, as the contracting and administering entity for
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24 NextGen RCS, conducted a competitive procurement for the replacement ofthe RCS microwave
25 network and a contract was subsequently awarded to Aviat Networks, Inc.; and
WHEREAS, the City of Carlsbad will piggyback on the county contract and establish its
own contract with Aviat Networks, Inc. to replace the microwave network. 3
Exhibit 1
1 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows that:
1. The above recitations are true and correct.
2. The Council authorizes the Administrative Services Director to accept and
appropriate $200,000 in FY2014 federal UASI grant funds in the Public Safety Grant
7 Special Revenue Fund to upgrade the RCS microwave transport network to an
8 IP/Ethernet capable network, as part of the Next Generation Regional
9
Communication System replacement.
10
The Council authorizes the City Manager to execute an agreement on behalf of
11
the City of Carlsbad with Aviat Networks, Inc. for the installation of the RCS
12
j2 microwave transport network
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 30**^ day of June, 2015, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Blackburn, Schumacher, Wood and Packard.
None.
ABSENT: None.
RBARA ENGLESON,t€ity Clerk
(SEAL)
..•
Agreement
Between and ^Unong the County of San Diego
and
Participating Cities and Jurisdictions
Regarding tiie Next Generation Regionai Communication System
Providing Communicatiton Services to Public Safety and Public Service Agenctes
Operatir^ in San Di^ County and Imperial County
("NextGen RCS Agreement")
1. THE 1995 RCS AGREEMENT; TRANSmON TO NEXT GENERATION RCS
Ll The 1995 RCS Agreement Effective March 1,1995, the County of San Diego
("County') and certain local govemments and agencies entered Into an agreentent entitled the
'San Diego County - imp«ial County Regional Communications System Agreement Between
the County of &n Diego and Participating Otles and Jurisdictions Regarding the
Implementation, Governance, Method of Funding and Costs of a Regional Radk> System
Providing Communicatton Services to Public Safety and Public Service Agencies Operating in San
Oiego County and imperial County" (referred to as the "1995 RCS Agreement," a copy of which
is attached as EidilMt A. Additional local govemments and agencies sl^ed onto the 1995 RCS
Agreement, and all original and additional signatories (referred to as '1995 RCS Parties") are
listed in Eidiiblt B. The 1995 RCS Agreement provides for the operation of a regional
communication system by the County through its Sheriffs Department with the Rnandal
contribution of the 1995 RCS Parties, Other agencies and entities ("Customers') are allowed to
use the RCS, upon recommendation by the RCS Board of Directors, through contracts with the
County wherein a Customer pays fees as approved by the Board of Directors, with the revenues
from such contracts flowing to the RCS Operating Account and RCS Trust Fund maintained by
the County.
1.2 1995 RCS ^wemance. The 1995 RCS Agreement establishes a governance
structure wherein the County, through the Sheriffs Department Wireless Services DiviskNi,
operates and maintains the RCS with other County departments providing additional
administrative support, and the County BoanJ of Supervisors having ultimate fiscal and
operational control over the RCS. The 1995 RCS Agreement establishes an RCS Board of
Directors to make recommendations to the Board of Supervisors.
NextGsn RCS Agmmwit Paga 1 of 19 Oecambw %, 2013
1.3 1995 RCS Fiscal Components. There are three basic fiscal components to RCS
Party participation in the 1995 RCS Agreement and use of the RCS: (1) contribution to the
construction of the RCS "backbone", (2) monthly operating charges, and (3) each RCS Party's
own equipment and certain inlrastructure costs. 1995 RCS Parties have paid or are paying thdr
contribution to the backbone construction through several fiscal vehlckss, induding flnandng
provided by the County and County Service Area (CSA) 135, formed pursuant to Govemment
Code section 25210 et seq. Relevant actions pertaining to CSA 135 include, but may not be
limited to the fbllowing: In Fiscal Years 1995-1996 and 1996-1997, pursuant to Govemment
Code section 25210.77a (repealed 2009), the County levied parcel charges for CSA 135. On June
2,1998, voters in three cities approved special taxes without sunset dates to replace the parcel
charges as follovys: The Oty of Poway (CSA 135 Zone f) - Proposition J; The City of Del Mar (CSA
135 Zone B) -Proposition F; The Qty of Solana Beach (CSA 135 Zone H) • Proposition L
1.4 1995 RCS Agr—m>nt gutensfawis. On Mav S. 2009 fMlnute Order No. 21 on
recommendation of the RCS Board of Directors, the County Board of Supervisors approved tiie
extension ofthe RCS Agreement to March 31,2013. On August 7,2012 (Minute Order No. 1),
again on recommendatton of the RCS Board of Directors, the County Board of Supervisors
approved the extenskin ofthe 1995 RCS Agreement to March 31,2016 in order to aitow
sufficient time to transltton to a new or "next generation" ("NextGen RCS") replacement
regional communication system and to develop a new partidpating agency agreement
goveming the new system.
^ Next Generetton Reetonal COmmuntotkin Swrtem I'NeirtGen RC5*I. The
transitton from tiie existing RCS to the NextGen RCS is to be implemented and ladlitated by this
NextGen RCS Agreement and will occur over the course of approximately five years as follows:
The county Intends to issue the Request for Proposals for the NextGen RCS ("NextGen RFP")
near the mkidle of calendar year 2014, close NextGen RFP responses by end of calendar year
2014, and award the NextGen RCS Contract in mld-2015. It is further antldpated that whfle
performance on the NextGen RCS Contraa will begin shortly thereafter, Infrastructure and
equipment replacement of the RCS by the NextGen RCS wiil begin in early 2016. it is
antldpated that NextGen RCS installation will be completed tn late 2018.
1.6 WfftWtn Rg Agrwmtnti Pwrpq«. The purpose of tiiis NextGen RCS Agreement
is to establish a degree of certainty among all Parties to the 1995 RCS Agreement and additionai
parties as to participation and partnership in the NextGen RCS. Such de^e of certainty is
necessary because the County, as the contracting and administering entity, must issue the
Request For Proposals ("NextGen RCS RFP") in 2014, and the scope of work, funding and
flnandng discussions require a framework for partldpatton be in place. This NextGen RCS
Agreement also provides Incentive for 1995 RCS Parties to execute this NextGen RCS
N«tG«n RCS Agreement Page2ofl9 O«a>nd>er3,2013
Agreement and become NextGen RCS Parties, indicating their good faith intention to
partidpate, by establishing lato joining penalties as set forth in section 3 of tills NextGen RCS
Agreement
1.7 Transition from 1995 RCS Agreement The purposes of tills NextGen RCS
Agreement Indude establishing partldpation in the sharing of NextGen RCS Shared Backbone
Infrastructure costs and NextGen RCS governance. Given that the transition from the RCS to the
NextGen RCS wiil occur in stages and over time, the NextGen RCS Parties agree that the 1995
RCS Agreement shall continue to be operative and govem the operatton, maintenance,
governance and administration ofthe RCS system until such time as the 1995 RCS Agreement
expires in 2016, except as fitUows: This NextGen RCS Agreement wilt govem with respect to
matters pertaining to setting NextGen RCS performance objectives, NextGen RCS
implementation planning, and other matters that may relate to the NextGen RCS after
transition firom tiie RCS is complete. Upon expiration ofthe 1995 RCS Agreement this NextGen
RCS Agreement ^11 govem the RCS as it evolves to the NextGen RCS. Thus, from the execution
of this NextGen RCS Agreement to the expiration ofthe 1995 RCS Agreenient there will be, to
the extent required by the foregoing, dual governance structures, induding dual boards of
directors, which may or may not have members in common.
1.8 Nextfinn RCS Agreement Autiiarltv. On December 3,2013 (Item No. 6), tiie
Board of Supervisors authorized the Cleilc of the Board to execute this NextGen RCS Agreement
on behalf ofthe County. Each other NextGen RCS Party was authorized to enter into this
NextGen RCS Agreement as indicated on their Indhndual signature page.
2. NEXTGEN RCS OVERVIEW
2.1 1995 RCS. The RCS replaced the partidpating public service and publk: safety
agencies' existing radto communication systems throughout San Diego and Imperial counties
with what was at the time a modem, trunked radio system.
2.2 Neirtflen RCS. The NextGen RCS will replace, modemize and update the RCS and
Shalt provide effecthw and reliable voice radk) communications for routine intra* and inter*
agency operations as well as inter-agency communlcatkins throughout the region during
mutual aki and disaster operations. The NextGen RCS wilt indude the following subsystems: a
new trunked voice system, new microwave backhaul network, and a conventional voice system.
2,2,1 Trunked Voice System Description. The Trunked Radio System consists of
the radio transmission equipment located at remote radio sites and the centralized system
networking and management equipment necessary to provide voice radio services to the
partidpating agencies in the RCS service area.
NextGen RCS Agreement Page 3 of 19 December 3,2013
2.2.2 Mlcrowttve Backhaul Networit DMcrtotion. The Microwave Baddiaul
Network consists of the point-to-point radio and data swltdilng equipment ne<%ssarv to
interconnect the shies where components of the trunked radk) system and conventional radk)
systems (network hub and remote radio sites) are located.
2.2.3 Conventional Vdtee System Description. The Conventional Voice Svstem
consists of non-trunked ("conventional") radio base station equipment installed at remote radio
sites to support voice radk) communkations between users of the RCS tmnked radk) system
and non-RCS user agencies as required In day-to-day, mutual aid and disaster operations. The
conventional voice system abo provides limited backup yoke oimmunlcations capability in the
event of a trunked system foilure.
2.3 "PubUc SafafaT and "PubBc Service" Agendes Defined
2.3.1 Public Safety agendes Include all public law enforcement Are service, EMS
and disaster preparedness agendes in San Diego Oiunty and Imperial County.
2.3.2 Public Service agendes indudes the State of California Department of
Transportation (Caltrans) District 11 and other partidpatlr^ public agendes in the counties of
San Diego and Imperial whose primary responsibility is provkling dtlzens with servkxs other
than law enforcement fire service, EMS, and disaster preparedness. Public Servk» agendes
may also Indude Private-Non-Profit agencies operating under an agreement with a public
agency,
2.4 Mutual Aid Communfcrtkmt. All law enforcement fire service, EMS, disaster
preparedness and partidpating public service ^endes in San Diego County and Imperial County
shall have access to mutual akl communications capabilities.
3. NEXTGEN RCS PARTiaPATION PARAMETERS AND CONTINGENQES
3.1 Time is Of The Essence. Due to the aging of the RCS, time is of the essence in the
deptoyment of the NextGen RCS. Due to the anticipated construction time, the County Intends
to issue the NextGen RFP near the middle of calendar year 2014, close NextGen RFP responses
by the end of 2014, and award the NextGen Contract In mid-2015. In order to provide a
measure of confidence that there will be a certein level of partidpation and sharing in the
NextGen RCS Shared Infrastructure Cost (See section 11,2), and to provide a minimal degree of
certainty to the County of San Diego before It undertakes the extensive task of preparing and
issuing a request for prt^iosals or other form of solidtaUon to potential vendors of the NextGen
RCS, the County has asked, and the NextGen RCS Parties have agreed to the participation
parameters herein.
NextGen RCS Agreement Pags4ori9 DecemiMr 3,2013
3.2 Signing Deadline. 1995 RCS Parties and other local govemments and agendes
that desire to be NextGen Parties must sign this NextGen RCS Agreement no later than March
31,2014.
3.3 Late Shnnrs! ftinalBes. 1995 RCS Parties or other local govemments or agencies
who have not signed the NextGen RCS Agreement by March 31,2014 will be altowed to later
sign onto the NextGen RCS Agreement and become NextGen RCS Parties during the period April
1,2014 to July 31,2014; however, such late-joining NextGen RCS Parties ("late signers') will pay
their NextGen RCS Shared Inhrastructure Cost they wouki have paM had they executed this
NextGen RCS Agreement by March 31,2014, ciig a late penalty amounting to 15% of the
original partidpation share. Penalty fees will be handled according to SKtion 3.5.
3 J.1 1995 RCS Parties or other local governments or agencies who have not
signed the NextGen RCS Agreement by July 31,2014, will be aliov^ to sign onto the NextGen
RCS Agreement and become NextGen RCS Parties until January 1,2015; however, such late-
joining NextGen RCS Parties (also "late signers") wiU pay the NextGen RCS Shared Infrastructure
Cost they would have paid had they executed this NextGen RCS Agreement by March 31,2014,
Plus a late penalty amounting to 2596 of the original partldpatton share.
3.4 Final Cut Off. No 1995 RCS Parties or other focal govemments or agendes will be
altowed to sign onto the NextGen RCS Agreement and become NextGen RCS Parties after
January 1,2015,
3J Disposition of Penalties Collected. Late penalties will be deposited to tfie
NextGen RCS Trust Fund.
3.6 Flnandng. For NextGen RCS Parties that choose not to pay their share of the
totel NextGen RCS Shared Infrastructure Cost in total within sixty days of tiie issuance of the
revised Exhibit C and prtor to contract award, which Is antidpated to occur in the spring or
summer of 2015, a finandng mechanism will be determined and made available by the County.
Nothing in this section prohibits any NextGen RCS Parties from pursuing and obtelning their
own finandng. Payment and finandng agreements will be separate and apart fram this
NextGen RCS Agreement Finandng mechanisms will not be available to pay for late signing
penalties.
3.7 Contingencies. To j^iiitete the execution of this NextGen RCS Agreement it is
understood that a NextGen RCS Party may choose to be excused from performing underthis
NextGen RCS Agreement tf any of the following contingencies are not met:
3.7.1 Vendor Contract-A contract must be awarded pursuant to the Count/s
NextGen RCS RFP or other solicitation.
NextGen RCS Agreement PigeSoflS December 3,2013
3.7JZ County f^fn^plw. Funds for the County to underteke the NextGen RCS
project must exist
3.73 Actual Shared InfrMtrucIura Chrta. The totel NextGen RCS Shared
Infrastructure Costs, as determined by the vendor contract, does not e)«»ed the budgetary
estimate in ExhOjIt C by more than 10 percent (10%).
4. SCOPE OF AGREEMENT; CERTAIN REQUIREMENTS
4.1 NextGen ^^ Partial The purpose of the NextGen RCS and NextGen RCS
Agreement is to provide a next generatfon communicattons system that provides optimum
sendee to the NextGen RCS Parties. To that end, the NextGen RCS will be designed to provkle
optimum required servtee. Addittonalty, the NextGen RCS Parties, while executing tills NextGen
RCS Agreement do not intend to cede any of their constitutional or statutory autonomy.
4.2 Frequency licensing Or Transfer. NextGen RCS Parties shall co-ik»nse or
transfer their currentiy alfocated BOO MHz frequencies to the County of San Diego for use in the
NextGen RCS.
5. NEW NEXTGEN PARTIES
5.1 "New Parties" are defined as public safety and public service agendes that are
not "1995 RCS Parties". New Parties will be allowed to partidpate in this agreement and
become a NextGen RCS Party.
5.2 If participation by a New Party requires enhancement or expansion of a>verage
beyond what Is provided by the existing RCS on the effective date of this NextGen RCS
Agreement the New Party shall pay the costs associated with such enhancement or expansion,
separate and apart fram the finandal responsibilities addrKsed in this NextGen RCS
Agreement
5.3 For informational purposes only that may be of benefit to the 1995 Parties, the
County has Identified potential New Parties and they are listed in Exhibit D.
6. NEXTGEN RCS PERFORMANCE REQUIREMENTS
6.1 Ra||a|ii%. The NextGen RCS shall be designed to provide a high level of
redundancy and reliability to support misston critical public safety communications. The overall
system availability design objective shall be 99.999%. (Note: 99.999% system availability Is the
public safety "best practice" design objective; it is not a formally adopted stendard.)
KextGenRCSA^-eement PageSoflS December 3,2013
6J> p»iian Obiectives. The NextGen RCS design oblet^s far the performance of
portable and mdiile voice and the quality of coverage provided shali be determined by the
NextGen RCS Board of Directors and appropriate County of San Diego steff.
63 Loading Requirements. The NextGen RCS shall be designed to meet the loading
requirements of the anticipated busiest hour for all planned users over the life of the system.
6.4 coverage Plan. The goal of the NextGen RCS is to provkle the same general
coverage footprint as Is provkled by the existing RCS and to correct existing defidendes where
practicable. The actual NextGen RCS radio senke coverage plan shall be determined by a
NextGen RCS Praject Management Offke to be created by the Sheriffs Department and with
the consultetfon of the NextGen RCS Board of Directors.
7. NEXTGEN RCS ACCESS PRIORITIES
7.1 ^^fr Prioritization. In the event that all radio channels In the RCS are busy, users
wanting to speak shall be prtoritized as foltows, regardless of how long they have been waiting:
7.1.1 Priority One. Emergency Identiflcation. An Emergency Identification is
defined as the message received when a public safety member calls for immediate assistence
by activating an emergency button or switch on tiie user radto equipment
7.1.2 Priority Two * PubBc Safety
7.1.2.1 - Public Safety indudes the nonnal dally radio transmissions of
law enforcement flre service, paramedic providers and disaster preparedness personnel using
tiie IKS.
7.1.2.2 - Public Safety also Indudes RCS users whose normal lower
priorities have been temporarily changed to resolve an unusual occurrence or large scale
disaster.
7,13 Priority Three » Non-PuMIc Safety. Snedal Event Non-Public Safetv.
Spedal Event indudes planned events Involving public servl<» agency participants that are
beyond the scope of their normal dally operations.
7.1.4 Priority Four . Non4»ublk Safetv. Regular. Non-Pubiic Safety, Regular
includes the nonnal daily radto transmissions of public service agendes using the system.
8. NEXTGEN RCS GOVERNANCE; CONTINUED RCS GOVERNANCE
8.1, Umited PerkMl Of Concurrent Governance. It is the intent of the NextGen RCS
Parties that there shall be concurrent operation of, and governance by, this NextGen RCS
NextGen ACS Agreement Page 7 of 19 December 3,2013
Agreement and the 1995 RCS Agreement during the construction of tiie NextGen RCS, as set
forth in Section 1.7 above.
8.2 General HeiitGen RCS Sovemance Structure. The County of San Diego Sheriffs
Department will operate and maintein the NextGen RCS. Other departments of the County of
San Diego will provMe support as necessary. As the governing body for the County, the Board of
Supervisors shall have ult^ate fiscal and operattonal control over the Nexl^en RCS and shall be
ultimately responsible for the overall administration and direction ofthe RCS through
interaction with the NextGen RCS Board of Directors, the assigned San Diego County steff and
the NextGen RCS Parties.
9. NEXTGEN RCS BOARD OF DIRECTORS
9.1 Reoresentetton. There shall be a NextGen RCS Board of Directors, subject to the
Ralph M. Brown Act (Califomia's Open Meeting Law), tiiat shall be the advisory body to the
Board of Supervisors with respect to matters conceming the NextGen RCS, and shall make
recommendations to the Board of Supervisors that serve the Interest of all NextGen RCS
Parties.
Except as noted below, the Board of Directors shall be composed of 10 (ten) directors
representing public safety and public service agendes as outiined betow:
County of San Diego (ONE)
City Manager (ONE)
San Diego County Sheriffs Department (ONE)
San Oiego County Munidpal Police Department (ONE)
San Diego County Fire Agendes (TWO)
Imperial Valley Emergency Communicattons Authority (TWO)
Stete of Califomia Department of Transportation (ONE)
Schools Group (ONE)(Schools Group membership on the Board requires that at least
four school districts are NextGen RCS Parties)
9.2 Members. Members of the NextGen RCS Board of Directors shall be determined
In the following manner, accordlr^ to the type of agency.
NextGen RCS Apeemcnt Page 8 of 19 December 3,2013
9J2.1 Countv of San Diego. The representative for the County of San Diego
shall be the Deputy Chief Administrative Officer for Public Safety or his/her des^nee, preferably
the Director of the Office of Emergency Services.
9.23 Citv Manager. The Qty Manager representative shall be a Oty Manager
of a NextGen RCS agency selected by the San Dle^ City/County Managers Assodation.
9.23 Sheriffs Department The delegate from the San Diego Sheriffs
Department shall be the Sheriff or the Sheriffs designee.
9.2.4 Police. The municipal poike representative shall be a poltee chief or
designate from a NextGen Pariy munkipal police department who shali be selected by the San
Diego County Police Chle^* and Sheriffs Associatton.
9.2.5 fits- The two flre servtoe representatives shall be flre chiefs or designees
from NextGen RCS Party fire departments or flre services who shall be selected by the San
Diego County Fire Chiefs' Association.
9.2.6 tm wrtal Vitlw ftrmiCTCT ftmmwnlcitloni AwtlwrltY (TVEtA"!- IVECA
shall designate two members of its Board of Directors to serve on the NextGen RCS Board of
Directors.
9.2.7 fiiUciaS' The representative for Caltrans shall be selected by appropriate
state authority.
9,23 Sdiools Group. The representative from the RCS Schools Group shall be
selected by mutual agr^ment (or majority vote) ofthe superintendents ofthe member school
districts.
9,3 RwpglWtbifWW of tin Me«gtn Rff 9wnl gf Wr«t9ff' Responsibilities shall
Indude but not be limited to:
• Adopting by-laws to govem the NextGen RCS Board of Director's internal
operations, consistent with the provisions of this Agreement
• Meeting qua rteriy or more frequentiy, if necessary.
• Developing and a pproving NextGen RCS operating polides and procedures.
• Identifying participating agency needs and requirements.
• Addressing concerns of partidpating agendas.
NextGen RCS Agreement Page 9 of 19 December 3,2013
\4
• Reviewing and adopting recommendattons regarding the establishment of
system priorities and talk groups.
• EstabDshlng subcommittees as necessary to ensure the imerests and
concems of NextGen RCS Parties are represented and to ensure techntoal
issues are thoroi«hly researched.
• Fomfiulating the annual budget and submitting it to the County Board of
Supervisor, via tiie Sheriffs Department for approval.
• Monitoring the implementation of the NextGen RCS.
• Conducting programmatk: revtows.
• Overseeing the establishment of long range plans.
• Making recommendattons to the County Board of Supenrisors.
• Making recommendations conceming the approval of customer contracts
and rates for NextGen RCS services.
9.3.1 Board Transition. As set forth in Section 1.6 and 1.7, upon expiration of
the 1995 RCS Agreement the NextGen RCS Board of Directors shall have all the responsibilities
set fortii in this section also with respect to the RCS as it transitions to tiie NextGen RCS.
9,4 NextGen RCS Board of Directors Terms and Quailfications
9.4.1 Written Dealgnatton. Members of tiie NextGen RCS Board of Directors
("NextGen RCS Directors") shall be designated in a writing submitted to tiie Shwiff s
Department by their respective NextGen RCS Party appointing authority. The term for each
NextGen RCS Director shall be detemiined by her or his respective appointing authority
provided, however, that each NextGen RCS Director shall at all times be an incumbent of a
NextGen RCS Party. All NextGen RCS Directors serve at the pleasure of their appointing
authority.
9'4.2 Ahemates. The NextGen RCS Party appointing authority shall also select
an altemate to the NextGen RCS Directors. Alternate members are encouraged to attend
NextGen Ra Agreement PagelOofU December 3, a)13
regular Board of Directors meetings, but shall vote only in the absence ofthe primary NextGen
RCS Director. No proxy voting Is altowed.
943 Chairperson and Vlce-Chairperson. The Chairperson and a Vice
Chairperson of the NextGen R(S Board of Directors shall be biennially elected by a majority
vote of the NextGen RCS Directors. The Chairperson and Vice Chairperson shall serve at the
discretton of a majority of the NextGen RCS Directors, I.e., they may be replaced at any time by
a majority vote of the Nex^en RCS Directors. The Chairperson and Vice-Chairperson shall be
selected from members refwesenting NextGen RCS Parties other than IVECA, Calti'ans and the
Schools Group. For a NextGen RCS Board of Diredors meeting to occur, either the Chairperson
or Vice-Chairperson, and not their altemates, must be present
9.5 Attendance at NextGen RCS Board of Directors meetings
93.1 Nextiaen RCS Directors are expected to attend all possible meetings to
represent their group interests and to help conduct NextGen RCS business. Arrangements
shoukl be made for the altemate to attend in the absence of the primary representative.
9.53 The NextGen Board of Directons shall develop and promulgate a policy
relating to attendance and absences by Directors and alternates.
9.53 Resipiation from the NextGen RCS Board of Directors shall be submitted In
writing to the chairperson and to the appointing authority.
9.6 NextGen RCS Board of Dlieetew Voting
9.6.1 Members ofthe NextGen RCS Board of Directors and committees formed
by NextGen RCS Board of Directors ('committees") shall vote on all items on the basis of one
vote per member.
9.6.2 A quorum for the oinduct of business exists when sbt (6) of the members
are present at NextGen RCS Board of Directors meetings and three (3) of the six present
represent NextGen RCS Parties other than IVECA, Caltrans or the Schools Group.
9.6.3 For any action to be taken by the Board of Directors, the vote in favor of
the action must be a majority vote ofthe members ofthe BoanJ of Directors present
10. SHERIFF'S DEPARTMENT; WIRELESS SERVICES DIVISION
10,1 Sheriffs Wireless Services Division ("WSD") staff shall serve as advisors and staff
to the NextGen RCS Board of Directors. The Manager of the WSD shall serve as the NextGen
RCS Manager.
NextGen RCS Apeement Page 11 of 19 December 3,2013
lip
103 WSD staff shall manage the day-to-day operation and maintenance of the
NextGen RCS subject to direction from and review by the NextGen RCS Board of Directors.
103 yNSD staff shall provide support as necessary, but shali not have a voting right on
any business before tiie NextGen RCS Board of Directors.
10,4 WSD staff shafl perform the functions necessary to ensure that spedfic system
performance guarantees are maintained throughout the term of the agreement
103 WSD Manager. As the manager and operator of the NextGen RCS, the Sheriffs
Department and more specifically the WSD manager and staff, shaH have the responsibility to:
103.1 Implement the NextGen RCS.
103.2 Seek NextGen RCS Board of Directors approval of major policy dectstons.
103.3 Develop contracts with vendors.
10.5.4 Provide appropriate staff support to the NextGen RCS Board of Directors.
10.5.5 Retain employees and agents.
10.5.6 As authorized and limited by the County, acquire, hoM or dispose of
property necessary to operate the NextGen RCS.
10.5.7 Charge partidpating agendes for expenses incunred in ongoing
maintenance and operatton of ihe NextGen RCS.
103.8 Implement policy a Mt by the County, the Sheriff and the NextGen RCS
Board of Directore.
103.9 Monitor and maintain NextGen RCS performance.
10.5.10 In conjunctton with the NextGen RCS Board of Directors, devetop and
recommend the annual NextGen RCS budget to the County Board of Supervisors.
103.11 Reassign NextGen RCS prtorities in extraordinary circumstances and
make emergency repairs as required.
103.12 Pravkie informatton and support as necessary to the NextGen RCS Board
of Directors.
10,5.13 Pravide operating reports and technical information as necessary to
assist the NextGen RCS Board of Directors.
NeiAGen RCS Agreement Page 12 of 19 December 3,2013
10,5.14 Establish and maintain aixounts and records, includir^ personnel,
property, finandal, programmatto and other records deemed necessary by the NextGen RCS
Board of Directors to ensure praper accounting for all ongoing operations and maintenance
costs.
103,1S Use the reronJs to justify any recommended adjustments to agency
monthly operating diarges.
10.6 Notice of WSD Staff Oiai^. The Sheriffs Department shall provkle tiie
NextGen RCS Board of Directors timely advance notice of Impending personnel changes
affecting any management staff assigned NextGen RCS responsibilities.
IL INFRASTRUCTURE, EQUIPMENT, SERVICES AND HSCAL ELEMENTS
11.1 Infrastructure. The NextGen RCS shall be dh>kled into two infrastinicture
components: (a) the "shared backbone infrastructure" and (b) the parttoipating agendes*
infrastructure and equipment These two parts are divkted by a "line of demarcation" at the
NexWen RCS network connection, which Is the microwave networi? or common canier
termination point(s) used to interrannect the agency's radto oinsoles and other electronto
communications devices to the RCS networit.
11.2 NextGen RCS Shared Backbone Infrastnictore COSts. The NextGen RCS Shared
Backbone infrastmcture Cost is defined as the total cost of the equipment and services
reqinred to plan, design, pracure and implement a P25 Tmnked Voice Land Mobile Radio
System, Microwave Transport Networic, and Mutual Aid Conventional Radio System. NextGen
RCS Shared Backbone Infrastructure costs shall not Indude agency equipment or sen/Ices used
to connect to *e NextGen RCS (such as agency owned microwave transport or leased
commerdal connectivity), dispatch center equipment and subscriber radios (mobile, portable,
control stations) and ancillary devices.
11.3 W«rtget> RCS Shared Backbone Inftartnicture Cost Apportionment-Imparitl
cawintw Agendes. The NextGen RCS shall support NextGen Parttes in botii San Diego County
and imperial County. In 1995, local government entities in Imperial County formed the
Imperial Valley Emergency Communicattons Authority (IVECA). IVECA was formed as a Joint
Powers Authority to provkle publto safety communications services to the residents of the
County of imperial and its constituent cities. NextGen RCS Backbone Infrastructure costs for
Imperial County sites, except as noted In 11.3.2, shall be the responsibility of IVECA.
113.1 IVECA shall bear the full cost of and retain ownership of all infrastructure
installed In Imperial County vWiich primarily si^ports IVECA agencies. IVECA shall also bear the
NextGen RCSAgreement PagBl3ofl9 December 3,2013
cost for any software and licenses required to operate the IVECA infrastructure on the NextGen
RCS.
113.2 Costs for infrastructure installed at tiie two NextGen RCS sites that
border the two osunties, Hendrix Peak and Superstition IVtountain, will be apportioned
between San Oiego County infrastructure costs and IVECA infrastructure costs based on talk
group usage ratio calculated for calendar year 2013.
113.3 IVECA shall be responsible for paying a proportional cost of the "RCS
Core" infrastructure equipment. The "RCS Core" is comprised of the computers networklr^
devices that manage and control the NextGen RCS. The proportton shall be based on the same
formula used to determine proporttonal costs for all SD County partidpating agendes (the
average number of subscriber radios each partidpating agency had active on the RCS on
September 1.2013 and July 1,2014 based on RCS billing Invokes. The average number of
radtos on the system on those dates will be measured against the total number of all
partidpating agency subscriber radios.)
11.3.4 The Request for Proposals issued by the County shall require responding
vendors to include a proposal for separate vendor finandng fbr IVECA.
1133 IVECA may be excused fram performance under this NextGen RCS
Agreement If tVECA is unable to obtain finandng on terms acceptable to IVECA.
11.4 San Diego Countv Agendas: Cost apportionment NextGen RCS Shared
Backbone Infrastmcture costs for San Diego County govemments and agendes that are
NextGen RCS Parties but that are not members ofthe Imperial Vdley Emergency
Communicattons Authority are as follows:
11.4.1 The NextGen RCS Parties agree that they must pay a proportional cost of
the NextGen RCS Shared Backbone Infrastructure costs.
11.4.2 NextGen RCS Parties forther agree that they shall be responsible for
paying their one-time NextGen RCS Shared Backbone infrastructure Cost as determined by the
apportionment model in Exhibit C, induding any penalties for late signing, and any finandng
cost
11.4.3 Total cost for the NextGen RCS Shared Backbone infrastructure
supporting San Diego County will be divkied among all San Diego County NextGen RCS Parties.
The portion of the total cost allocated to each NextGen RCS Party will be based on the number
of radios each NextGen RCS Party has on the RCS, {.e., the "Radio inventory Method" ("RIM"),
in order to provide NextGen RCS Parties a pre-RIM calculation opportunity to make bona fide
NextGen RCS Agreement Page 14 of 19 December 3,2013
adjustments to their radto inventories based on their respective indivklual agency
requirements, the RIM calculatton will be done as follows:
• Each NextGen RCS Pait/s radio inventory for purposes of the fUM calculation wili be an
average of the number of subscriber radtos each NextGen RCS Party had on the
RCS on September 1,2013 and July 1,2014. The average number of radtos over
those VMo dates wrill be measured against the total number of all partidpatlr^
agency subscriber radios.
• If two or more agendes consolidate, the actWe radio quantities will be combined
from each agency for the two dates listed above.
• For New Parties that (fid not have radios on the RCS prior to or on September 1,
2013, their radio inventory for purposes ofthe RIM catoulation will be
detemiined by a review of the New Party's requirements for radio
communications services on the NextGen RCS in the future. The review shall be
conducted by County staff and presented to the RCS Board of Directors for
approval.
11.4.4 Subscriber Radto Inventory Reductions. Radtos deacthated from the
RCS between May 1,2013, and July 1,2014, will be pennanently deprogrammed from the RCS
and will not altowed to be reactivated for use on the RCS or NextGen RCS except as direct one-
to-om replacements for radios that are lost or become nonfunctional.
113 Finai cost Apportionment Totals. After all NextiSen Parties have signed the
agreement and after the final contract amount for the NextGen system has been determined,
tiie County will issue an amendment to this agreement to update Exhibit C. (See section 14.3.)
The amended Exhibit C will pro\^e the final cost apportioned to each NextGen Party for shared
infrastructure costs based on the final contract cost and total number of radios (to calculate the
cost per radio). Exhibit C will indude the September 1,2013 and July 1,2014 radio Inventory
totals for each agency and the final average.
11.6 cannectton Costst Matotenance. All NextGen RCS Parties, induding botii San
Diego County and IVECA agencies, are responsible for al! costs assodated with procuring and
installing the equipment necessary to connect to the NextGen RCS network and infrastmctore
and ongoing costs of connecting to the NextGen RCS. This shaH not Indude maintenance of
agency-owned microwave equipment used to connect to the NextGen RCS network which wili
be performed by the Sheriffs Department as a component ofthe NextGen RCS microwave
network (supported by the NextGen RCS monthly operating fees).
NextGen RCS A0«ement Page 15 of 19 December 3,2013
^0
11.6,1 Maintenance and other costs associated writh the provision of primary
and back up electrical power and other fodiity related costs in support of agency owned
equipment shali be the responsibility of the agency.
11.7 Agency Subscriber and Dispatch Equipment Subscriber and dispatch eauipment
are not part ofthe backbone infrastructure. The costs of purchasing, operating, and
maintaining P25 compatible radto equipment P25-compatible dispatch equipment and any
ancillary agency equipment is the sole responsibility of NextGen Parties.
11.8 Monthh#QoeratingFfles
113,1 The costs of ongoing operations and maintenance of the tmnked voice
radio system, mtorowave networic, and conventional radio systems shall be allocated to the
partidpating agencies on a per radio basis.
11.83 The cost per radto shall be limited to those radios used on the NextGen
RCS during normal operations.
11.8.3 Radios temporarily added by an agency to handle a disaster or emergency
shall not be a partof determining the agency's ongoing NextGen RCS costs unless the radios are
retained for normal operations following resolutton of the disaster or emergency.
11.8.4 The monthly per-radto networic operating fee shall be in effect for a
period of one year and shall be adjusted annually to reflect aaual costs.
11.9 Other Fees. User fees for as-needed services such as programing and de-
programing radios, training, or other services may be Implemented by the NextGen RCS Board
of Directors as required.
11.10 NextGen RCS Reserve "Trust Fund"
11.11.1 The RCS TRUST FUND was established by the Board of Supervisors on
June 19,2001 (14) for the purpose of having fends available for contingendes and future RCS
upgrades, enhancements and eventual replacement
11.12.2 Reserve fends, including interest shall be maintained in the RCS Trust
Fund.
11.13.3 All excess monthly operating fee revenue shall be ti^nsferred to the RCS
Trust Fund at the dose of each fiscal year.
NextGen RCS Agreement Page 16 of 19 December 3,2013
11.14,4 Otiier revenue from non-parties shall either be used for NextGen RCS
operations or may be directed to the RCS Trust Fund upon recommendatton of the NextGen
RCS Board of Director and approval ofthe Board of Supervisors.
11,153 The NextGen RCS Board of DIreaors shall recommend to the Board of
Supervisors the disbursement of money from the RCS Trust Fund as required.
12. PURCHASE OF NEXTGEN COMPATIBLE EQUIPMENT BY NEXTGB4 PARTIES
12.1 ComnatibiBty of Eflulament Purdiased BV NextGen RCS Parties. It is tiie
responsibility of each NexWen RCS Party to ensure that when purchasing equipment to connect
to the NextGen RCS that such equlpm«it Is rompatible. The NextGen RCS wrill be a "standards
based" P25 system which is compatible with subscriber radtos and dispatch consoles fram
numerous manufecturers provided the equipment has been tested and certified as being P25
compliant. NextGen RCS Parties may submit the spedfications of equipment they Intend to
purchase to tiie WSD for back up verification of compatibility. However, the County bears no
responsibility for the purchase of incompatible equipment
12.2 Contract "PiggvfaacMng". The County agrees that It will endeavor to Indude a
'piggyback dause' in contracts Into which it enters that invoKre NextGen RCS equipment For
purposes of this NextGen RCS Agreement a "p^gybadc dause" means written permission for
other govemment agendes to enter Into contracts with the vendor on equally favorable or
better terms and conditions.
13. TERM OF AGREEMENT
13.1 The term of the Agreement is for twenty (20) years from tiie date of this
Agreement
14. AGREEMENT MODIFICATION; ENTIRE AGREEMENT
14.1. Except as otherwise provkled herein, all changes to the NextGen R^ Agreement
may only be amended in writing with the approval ofthe governing bodies of all parties to this
NextGen RCS Agreement Prior to processing an amendment a recommendatton shall be
requested from the NextGen RCS Board of Directors.
14.2. Except as otherwise provkled herein, this NextGen RCS Agreement constitutes the
entire agreement of the parties and any previous oral or written agreements are superseded by
this NextGen RCS Agreement except as provided for In tills NextGen RCS Agreement, except to
the extent that (1) State or Federal agendes may require standard form contracts Incorporating
the terms of tills NextGen RCS Agreement (2) supplemental agreements may be required
NextGen RCS Agreement Page 17 of 19 December 3,2013
relating to iVECA, and (3) separate agreements may be required related to flnandng and
frequency licensing or transfer.
143 Exhibit C RaviskHis. Notwitiistanding any other proviston of ttiis NextGen RCS
Agreement including but not limited to section 14.1, the NextGen Parties agree tiiat vthen
flnal system costs are known, the CcHinty Is authorized by the NextGen RCS Parties to amend
Exhibit C of this NextGen RCS Agreement to reflect tiie final system costs in accordance witii
the cost apporttonment method described in sectton 11. The NextGen Parties agree that the
flnal Exhibit C as amended by the County and In accordance vrith the apportionment method
described in section 11 (see, In particular, sectton 113) shall be the leg^ly-blndlng Exhibit C to
thk NextGen RCS Agreement witiiout fertiier approval by tiie NextGen RCS PariJes. The County,
shall distribute the amended final Exhibit C to the NextGen RCS Parties.
15, TERMINATION BY A NEXTGEN RCS PARTY OF ITS PARTiaPATION
15.1 t^gj^ In order to tenninate partidpation prior to the end of the TWENTY year
term, the withdrawing agency must provkle to the NextGen RCS Board of Director and the
Sheriffs Department no less than a one year written notice of intent to tenninate partldpatton.
In the event there are extensions to the Nexffien RCS Agreement written notice of temiination
must be given no less than 120 days prior to the end of the extension.
15.2 Conditions of Tenmlnatlon. A NextGen RCS Party may tenninate pursuant to
Section 15.1 on the foltowing conditions:
15.2.1 The terminating NextGen RCS Party must retum to the Sheriffs
Depariiment all County-purchased equipment unless the Sheriffs Department determines
otherwise.
15.2.2 The temiinating NextGen RCS Party Is responsible for any and all NextGen
RCS debts atti-ibutabie to tiiat NextGen RCS Party, regardless of extra-contractual consequences
of terminatton, includlr^ but not limited to breach by the termtoating NextGen Party of its own
financing obligations or CSA 135 obligations.
153.3 If a terminating NextGen RCS Party brought frequencies to the NextGen
RCS, the terminating NextGen Party and the Nextiien RCS Board of Directors shall negotiate in
good faith a settiement that either retoms the same or equivalent operable frequendes to the
terminating NextGen Party, or provides equitable compensation if frequendes are left with the
NextGen RCS.
NextGen RCSAgreement Page IS of 19 December3,2013
1^
16. GOVERNING UW
This NextGen RCS Agreement shall be govemed. Interpreted, construed and enforced In
accordance with the \am of the Stete of CaHfomia.
17. DISPUTE RESOLUTION
NextGen RCS Parties shall meet confer and attempt m good fatth to resolve any disputes
involving perfbrmance under this NextGen RCS Agreement Disputes that are not resolved by tlie
NextGen RCS Parties shall, upon written request by anyone ofthe NextGen RCS Parties involved In the
dispute, be submitted to non-binding mediation by a mediator agreed upon by tiie NextGen ACS Parttes
Involved In tite dispute. If the NextGen RCS Parties involved In the dispute cannot agree on a mediator,
they shall ask the American Aribltration Association to appoint a mediator. Each party shall bear Its own
costs of participating in the mediatton.
18. SIGNATURE PAGES
Each signature page shali indude a description and reference to the source of authority
for the person who is signing to execute contracCi on behalf of their NextGen RCS Party. This
NextGen RCS Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of whtoh shall constitote but one and the same agreement.
NextGen RCS Agreement Pagel9ofl9 December 3,2013
Signature Paga to NaxiGon RCS Agreement
Name of Party: Coun^ of San Diego
Party Authorization and Acceptance
On P«ambar3.20l3 (Date). Kem or Agenda No. fi.
theganPlwwQwfnYgMfdtfgvwrvfey?
(Name of Goven^ Body)
Authc»t»d tfw Undersigned
to Accept, Agree to wid Execute This NextGen RCS Agreem^it on beha9 of the
County of San Dteoo
(Name of Party)
As reflected in the attached Minute Order or similar document^on of the actton taken.
Typed Name and TItto of Authcxi^ Party Ofitoial:
Thomas J.Pastuszka
Clertc of the Board of Supervisore
S^nature of Authorized Party OfRdal:
Oate of Signature:
Approve
Cou^APoi
and legalify
Bv - _
Ser^ Deputy
AwMMdandtaraulherizetteyaie aiiealt^WWiliiiiai>rtfi» County of Saw Cl<wft.
MaganorWl Upf'i'^ lannienwlirrin/^
4
Signature Page to NextGen RCS Agreement
Name of Pari^:
City 9P CAitLSSAD
Party Authorteation and Acemtenca
Qn l'3J-l4 fDate>. Ham or Agenda l*i. A .
tha CiW *^ CM^^^ Ctty 63>.>uc.t_
(Name of Governing Body)
Autiiorized the Undersigned
to Accept. Agree to and Execute This NextGen RCS Agreemerrt on behstf of the
(ftome of Party)
As reefed in the attached Minute Order or sknilar documentation of the action taken. Typed Name and Tide of Authoii»d Party OfikSal:
Signature of Authorized Party Official:
Date of Signature:
APPROVED AS TO FOflM
UASI 14 Allocation Exhibit 3
Deployed
Location
Equipment Description
(Quantity) AEL# AEL Title
Estimate
d
Cost
Total
Allocation
City of
Carlsbad
RCS Microwave Backhaul Network,
Microwave Radios (2)
06CP-03-
MWAV
Radio,
Microwave Link 93,717
200,000
City of
Carlsbad
RCS Microwave Backhaul Network,
Antenna Systems (2) Microwave dish
antenna, waveguide, and dehydrator
06CP-03-
TOWR
Systems,
Antenna and
Tower
10,740
200,000
City of
Carlsbad
RCS Microwave Backhaul Network, IP
Routers/Switches (1)
06CP-04-
WADN
Network, Wide
Area Digital 28,928
200,000
City of
Carlsbad
Installation of microwave network
components
21GN-00-
INST Installation 66,615
200,000
City of
Chula Vista
RCS Microwave Backhaul Network,
Microwave Radios (4)
06CP-03-
MWAV
Radio,
Microwave Link 159,920
340,000
City of
Chula Vista
RCS Microwave Backhaul Network,
Antenna Systems (4) Microwave dish
antenna, waveguide, and dehydrator
06CP-03-
TOWR
Systems,
Antenna and
Tower
20,325
340,000
City of
Chula Vista
RCS Microwave Backhaul Network, IP
Routers/Switches (2)
06CP-04-
WADN
Network, Wide
Area Digital 28,928
340,000
City of
Chula Vista
Installation of microwave network
components
21GN-00-
INST Installation 130,827
340,000
City of
Oceanside
RCS Microwave Backhaul Network,
Microwave Radios (2)
06CP-03-
MWAV
Radio,
Microwave Link 89,616
195,000
City of
Oceanside
RCS Microwave Backhaul Network,
Antenna Systems (2) Microwave dish
antenna, waveguide, and dehydrator
06CP-03-
TOWR
Systems,
Antenna and
Tower
10,138
195,000
City of
Oceanside
RCS Microwave Backhaul Network, IP
Routers/Switches (1)
06CP-04-
WADN
Network, Wide
Area Digital 28,928
195,000
City of
Oceanside
Installation of microwave network
components
2IGN-00-
INST Installation 66,318
195,000
City of
El Cajon
RCS Microwave Backhaul Network, IP
Routers/Switches (1)
06CP-04-
WADN
Network, Wide
Area Digital 47,296
65,000
City of
El Cajon
Installation of microwave network
components
21GN-00-
INST Installation 17,704
65,000
11/10/14
UASI 14 Allocation Exhibit 3
City of
Escondido
RCS Microwave Backhaul Network,
Microwave Radios (1)
06CP-03-
MWAV
Radio,
Microwave Link 96,894
210,000
City of
Escondido
RCS Microwave Backhaul Network,
Antenna Systems (2) Microwave dish
antenna, waveguide, and dehydrator
06CP-03-
TOWR
Systems,
Antenna and
Tower
15,221
210,000
City of
Escondido
RCS Microwave Backhaul Network, IP
Routers/Switches (1)
06CP-04-
WADN
Network, Wide
Area Digital 28,928
210,000
City of
Escondido
Installation of microwave network
components
21GN-00-
INST Installation 68,957
210,000
Heartland
Communication
Facility, JPA
RCS Microwave Backhaul Network,
Microwave Radios (2)
06CP-03-
MWAV
Radio,
Microwave Link 96,833
200,000
Heartland
Communication
Facility, JPA
RCS Microwave Backhaul Network,
Antenna Systems (2) Microwave dish
antenna, waveguide, and dehydrator
06CP-03-
TOWR
Systems,
Antenna and
Tower
9,247
200,000
Heartland
Communication
Facility, JPA
RCS Microwave Backhaul Network, IP
Routers/Switches (1)
06CP-04-
WADN
Network, Wide
Area Digital 28,928
200,000
Heartland
Communication
Facility, JPA
Installation of microwave network
components
21GN-00-
INST Installation 64,992
200,000
North County
Dispatch, JPA
RCS Microwave Backhaul Network,
Microwave Radios (2)
06CP-03-
MWAV
Radio,
Microwave Link 93,718
195,000
North County
Dispatch, JPA
RCS Microwave Backhaul Network,
Antenna Systems (2) Microwave dish
antenna, waveguide, and dehydrator
06CP-03-
TOWR
Systems,
Anterma and
Tower
10,229
195,000
North County
Dispatch, JPA
RCS Microwave Backhaul Network, IP
Routers/Switches (1)
06CP-04-
WADN
Network, Wide
Area Digital 28,928
195,000
North County
Dispatch, JPA
Installation of microwave network
components
21GN-00-
INST Installation 62,125
195,000
11/10/14
Exhibit ^!
AGREEMENT FOR PLANNING AND DELIVERY OF MICROWAVE AND ASSOCIATED
PRODUCTS AND SERVICES TO ENGINEER AND IMPLEMENT THE SOLUTION
PROPOSED BY
AVIAT NETWORKS, INC.
THIS AGREEMENT Is made and entered into as of the ^A^^ ^jgy of
-Jl^ju , 20 fS. by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Aviat U.S., Inc., a wholly owned subsidiary of Aviat Networks, Inc., a
Delaware corporation located at 5200 Great America Parkway, Santa Clara, CA 95045.,
("Contractor").
RECITALS
A. City requires the professional services of a provider that is experienced in
microwave communications systems that provide transport services for numerous mission
critical public safety voice and data systems including all services, hardware, package software,
system configuration and integration, training, testing, and documentation.
B. Contractor has the necessary experience, training, and skills in providing the
professional services as identified in Recital A above.
C. The County of San Diego conducted a competitive procurement for the
replacement of the RCS microwave transport network in FY12/13. A contract was subsequently
awarded to Aviat U.S., Inc. a wholly owned subsidiary of Aviat Networks, Inc. This contract,
identified as Aviat U.S., Inc. a wholly owned subsidiary of Aviat Networks, Inc. and County of
San Diego (County Contract Number 547601) (hereinafter referred to as "County/Aviat
Contract") for Microwave Network Replacement, contains a "public agency clause," which
allows the City to adopt its terms and conditions for the required work under this Agreement.
D. Pricing for equipment and services, for this Agreement is based on County/Aviat
Contract and is more fully set forth in Section 6, Compensation of this Agreement.
E. In the event of any conflict between this Agreement, including its Exhibits, and
the County/Aviat Contract, the terms and conditions of this Agreement, including its Exhibits,
shall take precedence over the County/Aviat Contract.
F. Contractor has submitted a proposal to City and has affirmed its willingness and
ability to perform such work.
NOW, THEREFORE, in consideration of these recitals, which are incorporated herein,
and the mutual covenants contained herein, City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in attached Exhibit "A", which is incorporated by this reference in
accordance with this Agreement's terms and conditions.
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2. COUNTY/AVIAT CONTRACT (NUMBER 547601)
County/Aviat Contract (Contract Number 547601) is applicable to this Agreement. Article 5 -
Acceptance Procedure & Standard of Performance, Article 7 - Ownership of Software Rights
and Intellectual Property Indemnification, Article 6 - Warranty, and Article 9 - Remedies for
Breach of Warranty are identified and incorporated herein by this reference. Wherever the word
"County" appears in said Articles, the word "City" shall be substituted in place of the word
"County" and said Articles are applicable to this Agreement. The County/Aviat Contract, as
amended from time to time, shall be on file in the Office of Carlsbad City Clerk.
3. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and
skill customarily exercised by reputable members of Contractor's profession practicing in the
Metropolitan Southern California Area, and will use reasonable diligence and best judgment
while exercising its professional skill and expertise.
4. TERM
The term of this Agreement will be effective for a period of one year from the date first above
written. The City Manager may amend the Agreement to extend it for one additional one year
periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's
performance, City needs, and appropriation of funds by the City Council. The parties will
prepare a written amendment indicating the effective date and length of the extended
Agreement.
5. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
6 COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term will be
one hundred sixty-nine thousand one hundred seventy-eight dollars ($169,178) (Exhibit "B").
Payment terms shall be as described in Exhibit C. No other compensation for the Services will
be allowed except for items covered by subsequent amendments to this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "C".
7. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and
in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be
under control of City only as to the result to be accomplished, but will consult with City as
necessary. The persons used by Contractor to provide services under this Agreement will not
be considered employees of City for any purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete
compensation to which Contractor is entitled. City will not make any federal or state tax
withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be
required to pay any workers' compensation insurance or unemployment contributions on behalf
of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within
thirty (30) days for any tax, retirement contribution, social security, overtime payment,
unemployment payment or workers' compensation payment which City may be required to
make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work
done under this Agreement. At the City's election. City may deduct the indemnification amount
from any balance owing to Contractor.
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8. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City.
City acceptance of subcontractors identified in Exhibit A as accepted by City shall constitute the
indicated prior written approval. If Contractor subcontracts any of the Services, Contractor will
be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the
persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts
and omissions of persons directly employed by Contractor. Nothing contained in this Agreement
will create any contractual relationship between any subcontractor of Contractor and City.
Contractor will be responsible for payment of subcontractors. Contractor will bind every
subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and
approved in writing by City.
9. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
10. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including
reasonable attorney's fees arising out of the performance of the work described herein caused
by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor,
anyone directly or indirectly employed by any of them or anyone for whose acts any of them
may be liable.
The parties expressly agree that any payment, reasonable attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will survive the expiration or early termination of this Agreement for a
period of four (4) years.
11. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all
amendments, insurance against claims for injuries to persons or damage to property which may
arise out of or in connection with performance of the services by Contractor or Contractor's
agents, representatives, employees or subcontractors. The insurance will be obtained from an
insurance carrier admitted and authorized to do business in the State of California. The
insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR
with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers
(LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X".
11.1 Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the
Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage
will not constitute any limitations or cap on Contractor's indemnification obligations under this
Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to
protect Contractor. If Contractor believes that any required insurance coverage is inadequate.
Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense.
11.1.1 Commercial General Liabilitv Insurance. $2,000,000 combined single-limit per
occurrence for bodily injury, personal injury and property damage. If the submitted policies ^
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contain aggregate limits, general aggregate limits will apply separately to the work under this
Agreement or the general aggregate will be twice the required per occurrence limit.
11.1.2 Automobile Liability, (if the use of an automobile is involved for Contractor's work
for City). $1,000,000 combined single-limit per accident for bodily injury and property damage.
11.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits
as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of five years following the date of completion of the work.
11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under
this Agreement contain, or are endorsed to contain, the following provisions:
11.2.1 The City will be named as an additional insured on Commercial General Liability
which shall provide primary coverage to the City.
11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability,
which will be written as claims-made coverage.
11.2.3 This insurance will be in force during the life of the Agreement and any
extensions of it and will not be canceled without thirty (30) days prior written notice to City sent
by certified mail pursuant to the Notice provisions of this Agreement.
11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and endorsements to City.
11.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach, or may purchase
replacement insurance or pay the premiums that are due on existing policies in order to
maintain the required coverages. Contractor is responsible for any payments made by City to
obtain or maintain insurance and City may collect these payments from Contractor or deduct the
amount paid from any sums due Contractor under this Agreement.
11.5 Submission of Insurance Policies. City reserves the right to require, at any time,
complete and certified copies of any or all required insurance policies and endorsements.
12. BUSINESS UCENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
13. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Upon reasonable advance notice. Contractor
will allow a representative of City during normal business hours to examine, audit, and make
transcripts or copies of records and any other documents created pursuant to this Agreement.
Contractor will allow inspection of all work, data, documents, proceedings, and activities related
to the Agreement for a period of three (3) years from the date of final payment under this
Agreement.
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14. FEDERAL GRANT FUNDING REQUIREMENTS
Contractor is advised that funding for this Agreement is provided by the Homeland Security
Grant Program ("Grant"). Contractor shall comply with all applicable Grant requirements,
including, without limitation, the following:
14.1 Contractor shall take the affirmative steps listed in 44 CFR 13.36(e)(2)(i)-(v) to assure that
minority firms, women's business enterprises, and labor surplus area firms are used when
possible.
14.2 Contractor shall provide access to the City, the County of San Diego, the federal granting
agency, the State of California granting agency, the City of San Diego, the Comptroller General
of the United States, and any of their duly authorized representatives to any books, documents,
papers, and records of the Contractor which are directly pertinent to this Agreement for the
purpose of making audit, examination, excerpts, and transcriptions.
14.3 Contractor shall retain all records pertaining to this Agreement for three years after the City
makes final payments and all other pending matters are closed.
14.4 Contractor shall comply with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33
U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40
CFR part 15).
14.5 Contractor shall comply with all mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with
the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).
14.6 Pursuant to 44 CFR 13.36(i)(7), City hereby notifies Contractor that the U.S. Department of
Homeland Security requires the City to submit financial, progress, and strategy implementation
reports for all U.S. Department of Homeland Security funded projects in accordance with
Homeland Security Grant Program Guidance.
14.7 Pursuant to 44 CFR 13.36(i)(8), City hereby notifies Contractor of awarding agency
requirements and regulations pertaining to patent rights with respect to any discovery or
invention which arises or is developed in the course of or under such contract.
14.8 Compliance with Executive Order 11246 of September 24, 1965, entitled "Equal
Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as
supplemented in Department of Labor regulations (41 CFR chapter 60.)
14.9 Compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in
Department of Labor regulations (29 CFR Part 3.)
14.10 Compliance with the Davis-Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by
Department of Labor regulations (29 CFR Part 5.)
14.11 Compliance with Sections 103 and 107 of the Contract Work Hours and Safety Standards
Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5.)
15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors ^
specifically for the City pursuant to this Agreement, as specifically identified as work product to "^^y
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be owned by the City in Exhibit A, is the property of City. In the event this Agreement is
terminated, all work product as described above produced by Contractor or its agents,
employees and subcontractors pursuant to this Agreement will be delivered at once to City.
Contractor will have the right to make one (1) copy of the work product for Contractor's records.
16. COPYRIGHTS
Contractor agrees that all copyrights that arise from the work product related to this Agreement
shall vest in City and Contractor relinquishes all claims to the copyrights in favor of City for such
work product.
17. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice
on behalf of City and on behalf of Contractor under this Agreement.
For Citv For Contractor
Name Fiona Everett Name George Thibeault
Title Senior Management Analyst Title Senior Contracts Manager
Department Police Address 5200 Great America Parkway
City of Carlsbad Santa Clara, CA 95045
Address 2560 Orion Way Phone No. 408-567-7149
Carlsbad, CA 92010 Email George.Thibeaut@aviatnet.com
Phone No. 760-931-2279
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
18. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report
investments or interests in all four categories.
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and
regulations which in any manner affect those employed by Contractor, or in any way affect the
performance of the Services by Contractor. Contractor will at all times observe and comply with
these laws, ordinances, and regulations and will be responsible for the compliance of
Contractor's services with all applicable laws, ordinances and regulations.
Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986
and will comply with those requirements, including, but not limited to, verifying the eligibility for
employment of all agents, employees, subcontractors and consultants whose services are
required by this Agreement.
20. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
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21. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will
be used to resolve any questions of fact or interpretation not otherwise settled by agreement
between the parties. Representatives of Contractor or City will reduce such questions, and their
respective views, to writing. A copy of such documented dispute will be forwarded to both
parties involved along with recommended methods of resolution, which would be of benefit to
both parties. The representative receiving the letter will reply to the letter along with a
recommended method of resolution within ten (10) business days. If the resolution thus
obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fon/varded
to the City Manager. The City Manager will consider the facts and solutions recommended by
each party and may then opt to direct a solution to the problem. In such cases, the action of the
City Manager will be binding upon the parties involved, although nothing in this procedure will
prohibit the parties from seeking remedies available to them at law.
22. TERMINATION
22.1 Termination For Default.
Upon Contractor's breach of this Agreement, City shall have the right to terminate this
Agreement, in whole or part. Prior to termination for default. City will send Contractor written
notice specifying the cause. The notice will give Contractor 10 days from the date the notice is
issued to cure the default or make progress satisfactory to City in curing the default, unless a
different time is given in the notice. If City determines that the default contributes to the
curtailment of an essential service or poses an immediate threat to life, health or property. City
may terminate this Agreement immediately upon issuing oral or written notice to the Contractor
without any prior notice or opportunity to cure. In the event of termination under this Article, all
finished or unfinished documents, and other materials, prepared by Contractor under this
Agreement shall become the sole and exclusive property of City.
In the event of such termination, the City may purchase or obtain the supplies or services
elsewhere, and Contractor shall be liable for the difference between the prices set forth in the
terminated order and the actual cost thereof to the City. The prevailing market price shall be
considered the fair repurchase price. Notwithstanding the above. Contractor shall not be
relieved of liability to City for damages sustained by City by virtue of any breach of this
Agreement by Contractor, and City may withhold any reimbursement to Contractor for the
purpose of off-setting until such time as the exact amount of damages due City from Contractor
is determined.
If, after notice of termination of this Agreement under the provisions of this clause, it is
determined for any reason that the Contractor was not in default under the provisions of this
clause, the rights and obligations of the parties shall, if this Agreement contains a clause
providing for termination for convenience of the City, be the same as if the notice of termination
had been issued pursuant to such clause.
22.2 Full Cost Recovery of investigation and Audit Costs
Contractor shall reimburse City for all direct and indirect expenditures incurred in conducting an
audit/investigation when Contractor is found in violation (material breach) of the terms of the
Agreement. Reimbursement for such costs shall be withheld from any amounts due to
Contractor pursuant to the payment terms of the Agreement, or from any other amounts due to
Contractor from City.
22.3 Termination for Convenience
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Work, or
The City may, by written notice stating the extent and effective date terminate this Agreement
for convenience in whole or in part, at any time. The City shall pay the Contractor as full
compensation for work performed in accordance with the terms of this Contract until such
termination:
22.3.1 The unit or pro rata price for any delivered and accepted portion of the work.
22.3.2 A reasonable amount, as costs of termination, not othen/vise recoverable from
other sources by the Contractor as approved by the City, with respect to the undelivered or
unaccepted portion of the order, provided compensation hereunder shall in no event exceed the
total price.
22.3.3 In no event shall the City be liable for any loss of profits on the resulting order or
portion thereof so terminated.
22.3.4 City's termination of this Agreement for convenience shall not preclude City from
taking any action in law or equity against Contractor for:
22.3.4.1 Improperly submitted claims, or
22.3.4.2 Any failure to perform the work in accordance with the Statement of
22.3.4.3 Any breach of any term or condition ofthe Agreement, or
22.3.4.4 Any actions under any warranty, express or implied, or
22.3.4.5 Any claim of professional negligence, or
22.3.4.6 Any other matter arising from or related to this Agreement, whether
known, knowable or unknown before, during or after the date of termination.
22.4 Remedies Not Exclusive
The rights and remedies of City provided in this article shall not be exclusive and are in addition
to any other rights and remedies provided by law or under resulting order.
22.5 Suspension of Work
22.5.1 The City may order the Contractor, in writing, to suspend, delay or interrupt all or
any part of the Services for such period of time as he or she may reasonably determines to be
appropriate for the convenience of the City.
22.5.2 If the performance of all or any part of the Services is, for any period of time,
suspended, delayed or interrupted by an act of the City in the administration of this Agreement,
or by its/his/her failure to act within the time specified in this Agreement, or by his failure to act
within the time specified in this Agreement (or if no time is specified, within a reasonable time),
an adjustment shall be made in the Agreement's price for any increase in the cost of
performance of this Agreement (excluding profit) necessarily caused by such suspension, delay
or interruption and the Agreement modified in writing according to any change order process or
my mutual written amendment to this Agreement. However, no adjustment shall be made under
this clause for any suspension, delay or interruption to the extent (1) that performance would
have been so suspended, delayed or interrupted by any other cause, including the fault or
negligence of the Contractor or (2) for which an equitable adjustment is provided for or excluded
under any other provision of this Agreement.
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22.5.3 No claim under this clause shall be allowed unless the claim, in an amount stated,
is asserted in writing as soon as practicable after the termination of such suspension, delay or
interruption, but not later than the date of final payment underthis Agreement.
23. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other
than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that
Contractor has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or
violation of this warranty. City will have the right to annul this Agreement without liability, or, in
its discretion, to deduct from the Agreement price or consideration, or othen/vise recover, the full
amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.
24. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must
be asserted as part of the Agreement process as set forth in this Agreement and not in
anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false
claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal
prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.,
the False Claims Act applies to this Agreement and, provides for civil penalties where a person
knowingly submits a false claim to a public entity. These provisions include false claims made
with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of
information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to
recover its litigation costs, including reasonable attorney's fees. Contractor acknowledges that
the filing of a false claim may subject Contractor to an administrative debarment proceeding as
the result of which Contractor may be prevented to act as a Contractor on any public work or
improvement for a period of up to five (5) years. Contractor acknowledges debarment by
another jurisdiction is grounds for City to terminate this Agreement.
25. JURISDICTION AND VENUE
Any action at law or in equity brought by either of the parties for the purpose of enforcing a right
or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the
County of San Diego, State of California, and the parties waive all provisions of law providing for
a change of venue in these proceedings to any other county.
26. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and
Contractor and their respective successors. Neither this Agreement nor any part of it nor any
monies due or to become due under it may be assigned by Contractor without the prior consent
of City, which shall not be unreasonably withheld.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it,
along with the purchase order for this Agreement and its provisions, embody the entire
Agreement and understanding between the parties relating to the subject matter of it. In case of
conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor
any of its provisions may be amended, modified, waived or discharged except in a writing
signed by both parties.
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?r7
28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
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10
CONTRACTOR CITY OF CARLSBAD, a municipal
corporation of the State of California
(sign here)
By:
(print name/title)
City Manager^
Kathryn B. Dodson, Interim City Manager
ATTEST:
By:
(sign here) BARBARA ENGL^JDN
City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CEUATfirBl5?'We^ C5it)/ Attorney
ity Attorney
11
City Attorney Approved Version 5/18/15
EXHIBIT "A"
SCOPE OF SERVICES
Attached: Statement of Work from Aviat Networks, Inc., Dispatch Spur Link, Lake San Marcos
PK & City of Cartsbad PD, Project Number NA141112-35224, Release 2.0, 3/18/2015.
EXHIBIT "B"
PRICING
Attached: Pricing spreadsheet from Aviat Networks, Inc. for the Dispatch Spur Link between
Lake San Marcos PK & City of Cartsbad PD, Project Number NAI41112-35224
EXHIBIT "C"
PAYMENT SCHEDULE
Equipment: $77,414.00
As specified in Exhibit "B" - Pricing
• Payable net 30 days from acceptance of delivery
• FOB-Destination
• Acceptance of delivery to be determined within 10 days of delivery
• Transfer of title and risk of loss both pass upon delivery
• Contractor to invoice upon shipment of Equipment
Services: $91,764.00
As specified in Exhibit "B" - Pricing
• Payable net 30 days from acceptance of completion of services in Exhibit "A"-Scope of
Services
• Acceptance to be determined within 30 days of completion of services
• Contractor to invoice upon completion of Services
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12
Donna Heraty
From: Donna Heraty
Sent: Thursday, July 02, 2015 1:58 PM
To: 'george.thibeaut@aviatnet.com'
Cc: Shelley Collins; Fiona Everett
Subject: FW: REQUIRED CONFUCT OF INTEREST
Attachments: Resolution No. 2015-050.pdf
To Whom It May Concern:
You are receiving this email because your company has a consultant agreement with the City of Carlsbad. The City of
Carlsbad's Conflict of Interest Code requires all consultants to file a statement disclosing certain economic interests, that
may foreseeably be affected materially by any decisions made, or participated in, by a designated official because of
their position. To comply with this requirement a Statement of Economic Interest Form 700 "Assuming Office" is
required to be filed with the City of Carlsbad City Clerk's Office.
To file your Assuming Office statement, please follow the instructions below:
• As reflected in the City Conflict of Interest Code - Resolution No. 2015-050 (attached), the employee(s) of your
company that work directly with citv staff are required to complete the Statement of Economic Interest Form
(Form 700). Consultants are required to claim -
Category (A) Investment and Real Property Disclosure
Category (B) Personal Income Disclosure
Category (C) Business Entity Income Disclosure
Category (D) Business Position Disclosure
• Your "Assuming Office" date for this filing is July 2,2015.
• Even if there are no reportable interests, the cover page is still required to be completed with box "None" in
Section 4 checked.
• THE COMPLETED FORM 700 IS DUE IN THE CITY CLERK'S OFFICE BY 5:00 PM. AUGUST 3. 2015.
Mailing Address: Citv Clerk's Office. 1200 Carisbad Village Drive. Carlsbad. CA 92008.
• Form 700
• Form 700 Reference Pamphlet
Other documents vou mav use as reference:
• FAQ: Form 700 Disclosure
• Local Gift Fact Sheet
In addition, when your contract with the City of Carlsbad is completed, the employee(s) that filed the Assuming Office
statement is/are required to file a "Leaving Office" statement, utilizing the same Form 700 and entering the date the
contract ended in the "Leaving Office" date line, and submitting to the City Clerk's Office no later than 30 days following
completion ofthe agreement.
**Failure to file the Assuming and/or Leaving Office statement(s) could result in penalties assessed at $10.00 per day,
not to exceed $100.00, in addition to any other penalties per California Government Section Code 91013.
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If you have any questions or need additional information, please feel free to contact me or the Fair Political Practices
Commission (FPPC) at 1-866-ASK-FPPC (1-866-275-3772).
Sincerely,
Donna Heraty.
CARLSBAD
Donna Heraty, CMC
Deputy City Clerk
City of Carlsbad
1200 Carisbad Village Drive
Carisbad, CA 92008
www.carisbadca.gov
P: 760-434-2808
F: 760-720-6917
donna.heratv@carisbadca.gov
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