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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 7 8 9 2014; and 26 27 28 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 14 WHEREAS, the next phase of the NextGen RCS replacement project is to upgrade the 15 RCS microwave transport network, which connects all the 800MHz RCS radio sites and dispatch 16 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 20 21 22 23 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 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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. City Attomey Approved Version 5/18/15 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. City Attomey Approved Version 5/18/15 op 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 ^ City Attorney Approved Version 5/18/15 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. City Attomey Approved Version 5/18/15 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 City Attorney Approved Version 5/18/15 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. City Attorney Approved Version 5/18/15 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 City Attorney Approved Version 5/18/15 7jb 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. City Attorney Approved Version 5/18/15 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. City Attorney Approved Version 5/18/15 ?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. City Attorney Approved Version 5/18/15 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 City Attorney Approved Version 5/18/15 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. 1 a. h s a ?• Si ^1 ' «? a c o c « Q Q z < z < >9f ) < L. : : o o t ^ O ^ u 1 < < : CD o; o o <: ^ mi i|f = i5„: e s - 5 Q. (D < tt: :o 5 LU O 2 li X Q. -1 O X Z Q-(O I ">. 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 Please consider the environment before printing this e-mail