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Item 1.8 - Next Generation Regional Communication System AgreementOF City of Poway AGENDA R is .; E APPROVED APPROVED AS AMENDED O (SEE MINUTES) DENIED O REMOVED O CONTINUED RESOLUTION NO. DATE: February 18, 2014 TO: Honorable Mayor and Members of the City Council FRONT: Tina White, Interim City Manager INITIATED BY: Mark Sanchez, Director of Safety Services Jon Canavan, Fire Division Chief k David Richards, Management Assistant. SUBJECT: Next Generation Regional Communication System Agreement with the County of San Diego to Continue Poway's Inclusion in the Regional Communication System. Summary: The County of San Diego (County) administers an 800 -MHz Regional Communication System (RCS). Agencies throughout San Diego and Imperial Counties utilize the RCS to conduct day -to -day inter - agency communication as well as to conduct lifesaving inter- agency communication during local disasters and mutual aid events. The original system was built in 1998 with a 15 -year lifespan and is in need of replacement. The Next Generation Regional Communication System (NextGen RCS) Agreement with the County defines the terms of participation in the RCS. This agreement affirms Poway's continued participation in the RCS and establishes an infrastructure replacement cost - sharing formula based on a Radio Inventory Method "RIM." The contract specifies that the final cost must be within 10% of the estimated contract or the contract will be invalidated. In addition, the agreement provides the County with an accurate scope of work prior to issuing a Request for Proposal (RFP) to replace the system. The deadline for signing the agreement is March 31, 2014, with an escalating late signing penalty. Poway's proportionate share of the estimated $105 - million infrastructure replacement cost is approximately $1.8 to $2 million. The City of Poway receives annual tax revenues from the 1998 voter approved Proposition J. This proposition established a special property tax to fund RCS infrastructure and maintenance expenses. There is no sunset date 'for the tax, but it is a fixed amount of $7.84 per single family dwelling. Following the County's determination of the final cost, staff will return to Council for consideration of funding options. Recommended Action: It is recommended that the City Council authorize the Interim City Manager to execute the NextGen RCS Agreement with the County of San Diego consenting to the continued inclusion of the City of Poway in the Regional Communication System. Page 1 of 26 February 18, 2014 Item # NextGen RCS Agreement February 18, 2014 Page 2 Background: In the early 1990's, the County and local law enforcement, fire, and public works agencies recognized the need for an RCS. This system needed to be capable of providing shared, integrated voice and data communications across the County's unique terrain. In December 1992, the County Board of Supervisors approved the RCS Business Plan and formed County Service Area (CSA) 135 to fund the system. In August 1993, the Poway City Council adopted Resolution No. 93 -131 consenting to the inclusion of the City of Poway in the RCS. In April 1995, the Poway City Council adopted Resolution No. 95 -022 approving a budget for Zone F of CSA 135 and the levy of benefit charges on tax rolls. In March 1996, the County Board of Supervisors authorized and funded a contract with Motorola, and construction of 43 radio system transmission sites began. Participating agencies began using the system in May 1998. The new communication system allowed agencies the capability for interoperability with handheld 800 MHz radios. This interoperability allows the City to communicate across departments within the organization as well as with other agencies such as the County and the Poway Unified School District. This capability further allows for emergency coordination during disasters and mutual -aid events. On June 2, 1998, voters approved Proposition J, establishing a special tax to fund the cost of RCS infrastructure and maintenance. This tax assesses $7.84 on each single - family dwelling in Poway. The County provided financing for subscribing agencies. Poway's share of the original RCS infrastructure cost was $871,000. At that. time, the City elected to participate in the County's financing option. Poway's share was financed over 15 years and was paid off in Fiscal Year (FY) 2010 -11. Today, the County- operated RCS serves more than 200 agencies and 20 dispatch centers. Every city in San Diego County participates in the RCS with the exception of the City of San Diego that has elected to provide its own system. The RCS is the primary two -way communication tool used by off -site City of Poway staff and Sheriff Deputies. The Fire Department, Community Services Department and Public Works Department extensively use the RCS for daily operations. Findings: The County has issued the NextGen RCS Agreement to all partner agencies. The 20- year agreement confirms Poway's continued participation, outlines conditions of participation, and establishes a cost - sharing formula to replace the antiquated communications system. The agreement also provides the County with a clear scope of work required to issue an RFP and a degree of certainty regarding agency participation levels in the RCS. Agency contributions are determined using the Radio Inventory Method "RIM." This method averages the number of radios each agency has on the RCS at two points in time; September 2013, and July 2014. Poway's radio count in September was 296. Page 2 of 26 February 18, 2014 Item # �, NextGen RCS Agreement February 18, 2014 Page 3 The NextGen RCS Agreement estimates agency contributions in the apportionment model shown on Attachment B to this report. The total system replacement cost is estimated to be $105 million, of which San Diego County agencies' share of the cost is estimated to be $86 million or $6,164 per radio on the system. Poway's 296 radios will cost between $1,824,544 and $2,047,136. The agreement authorizes the County to award the bid if it is not more than 10% above the County estimated $105 - million cost, without further participant approval. The final cost will be provided after all agency agreements have been received and the RFP contract is finalized. If the cost exceeds the allowable 10% contingency, Poway may choose to be excused from performing under the agreement. The signing deadline is March 31, 2014 with escalating late- signing penalties thereafter. Agreements signed between April 1 and July 31, 2014 will be subject to a 15% penalty, and after July, 2014 will be charged a 25% penalty. No contracts will be accepted after January 1, 2015. The County plans to issue an RFP in the middle of the 2014 calendar year and the RFP is anticipated to close by the end of 2014. The RFP is scheduled to be awarded in the middle of 2015 with work expected to begin in early 2016. The entire replacement and upgrade project is anticipated to be completed by late 2018. The City of Poway has the option to pay for the.ohe -time infrastructure costs within 60 days after the actual costs have been established or participate in County - provided financing. Staff will return to Council once true costs have been determined to seek Council direction on financing options. Funding for RCS infrastructure and maintenance is offset by special taxes authorized by Proposition J. Over the past 5 years, the average annual expenditures of CSA 135 Zone F funds have been $136,500 with average annual revenues of $135,500. The current balance in the Zone F account is $38,315. The final payment to the County for the original RCS infrastructure was paid in FY 2010 -11. Staff anticipates that future infrastructure and maintenance costs will exceed the special tax revenue and General Fund support will be needed. Fiscal Impact: The Fiscal Impact will be reported when staff returns to Council for consideration of financing options after true costs have been determined. Environmental Review: This item is not subject to CEQA review. Page 3 of 26 February 18, 2014 Item # NextGen RCS Agreement February 18, 2014 Page 4 Public Notification: A copy of this report has been provided to RCS Manager Sue Willey of the San Diego County Sheriff's Department. Sue Willey, Wireless Services Division Manager 5595 Overland Avenue, Suite 101, MS -056 San Diego, California 92123 -1206 Attachments: A. NextGen RCS Agreement B. NextGen RCS Agreement "Exhibit C" Page 4 of 26 February 18, 2014 Item # �, Agreement Between and Among the County of San Diego and Participating Cities and Jurisdictions Regarding the Next Generation Regional Communication System Providing Communication Services to Public Safety and Public Service Agencies Operating in San Diego County and Imperial County ( "NextGen RCS Agreement ") 1. THE 1995 RCS AGREEMENT; TRANSITION TO NEXT GENERATION RCS 1.1 The 1995 RCS Agreement. Effective March 7, 1995, the County of San Diego ( "County ") and certain local governments and agencies entered into an agreement entitled the "San Diego County — Imperial County'Regional Communications System Agreement Between the County of San Diego and Participating Cities and Jurisdictions Regarding the Implementation, Governance, Method of Funding and Costs of a Regional Radio System Providing Communication Services to Public Safety and Public Service Agencies Operating in San Diego County and Imperial County" (referred to as the "1995 RCS Agreement," a copy of which, is attached as Exhibit A. Additional local governments and agencies signed onto the 1995 RCS Agreement, and all original and additional signatories (referred to as "1995 RCS Parties ") are listed in Exhibit B. The 1995 RCS Agreement provides for the operation of a regional communication system by the County through its Sheriff's Department with the financial 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 Governance. The 1995 RCS Agreement establishes a governance structure wherein the County, through the Sheriff's Department Wireless Services Division, operates and maintains the RCS with other County departments providing additional administrative support, and the County Board 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. NextGen RCS Agreement Page 1 of 19 December 3, 2013 Page 5 of 26 Attachment A February 18, 2014 Item # 1.8 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 infrastructure costs. 1995 RCS Parties have paid or are paying their contribution to the backbone construction through several fiscal vehicles, including financing provided by the County and County Service Area (CSA) 135, formed pursuant to Government Code section 25210 et. seq. Relevant actions pertaining to CSA 135 include, but may not be limited to the following: In Fiscal Years 1995 -1996 and 1996 -1997, pursuant to Government 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 follows: The City of Poway (CSA 135 Zone F) - Proposition J; The City of Del Mar (CSA 135 Zone B) - Proposition F; The City of Solana Beach (CSA 135 Zone H) - Proposition L. 1.4 1995 RCS Agreement Extensions. On May 5, 2009 (Minute Order No. 2) on recommendation of the RCS Board of Directors, the County Board of Supervisors approved the extension of the RCS Agreement to March 31, 2013. On August 7, 2012 (Minute Order No. 1), again on recommendation of the RCS Board of Directors, the County Board of Supervisors approved the extension of the 1995 RCS Agreement to March 31, 2016 in order to allow sufficient time to transition to a new or "next generation" ( "NextGen RCS ") replacement regional communication system and to develop a new participating agency agreement governing the new system. 1.5 Next Generation Regional Communication System ( "NextGen RCS"). The transition from the existing RCS to the NextGen RCS is to be implemented and facilitated 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 middle of calendar year 2014, close NextGen RFP responses by end of calendar year 2014, and award the NextGen RCS Contract in mid -2015. It is further anticipated that while performance on the NextGen RCS Contract will begin shortly thereafter, infrastructure and equipment replacement of the RCS by the NextGen RCS will begin in early 2016. It is anticipated that NextGen RCS installation will be completed in late 2018. 1.6 NextGen RCS Agreement; Purpose. The purpose of this NextGen RCS Agreement is to establish a degree of certainty among all Parties to the 1995 RCS Agreement and additional parties as to participation and partnership in the NextGen RCS. Such degree 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 financing discussions require a framework for participation be in place. This NextGen RCS Agreement also provides incentive for 1995 RCS Parties to execute this NextGen RCS NextGen RCS Agreement Page 2 of 19 December 3, 2013 Page 6 of 26 February 18, 2014 Item # / • 8 Agreement and become NextGen RCS Parties, indicating their good faith intention to participate, by establishing late joining penalties as set forth in section 3 of this NextGen RCS Agreement. 1.7 Transition from 1995 RCS Agreement. The purposes of this NextGen RCS Agreement include establishing participation 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 will occur in stages and over time, the NextGen RCS Parties agree that the 1995 RCS Agreement shall continue to be operative and govern the operation, maintenance, governance and administration of the RCS system until such time as the 1995 RCS Agreement expires in 2016, except as follows: This NextGen RCS Agreement will govern 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 from the RCS is complete. Upon expiration of the 1995 RCS Agreement, this NextGen RCS Agreement shall govern the RCS as it evolves to the NextGen RCS. Thus, from the execution of this NextGen RCS Agreement to the expiration of the 1995 RCS Agreement, there will be, to the extent required by the foregoing, dual governance structures, including dual boards of directors, which may or may not have members in common. 1.8 NextGen RCS Agreement; Authority. On December 3, 2013 (Item No. 6), the Board of Supervisors authorized the Clerk of the Board to execute this NextGen RCS Agreement on behalf of the County. Each other NextGen RCS Party was authorized to enter into this NextGen RCS Agreement as indicated on their individual signature page. 2. NEXTGEN RCS OVERVIEW 2.1 1995 RCS. The RCS replaced the participating public service and public safety agencies' existing radio communication systems throughout San Diego and Imperial counties with what was at the time a modern, trunked radio system. 2.2 NextGen RCS. The NextGen RCS will replace, modernize and update the RCS and shall provide effective and reliable voice radio communications for routine intra- and inter- agency operations as well as inter - agency communications throughout the region during mutual aid and disaster operations. The NextGen RCS will include 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 participating agencies in the RCS service area. NextGen RCS Agreement Page 3 of 19 December 3, 2013 Page 7 of 26 February 18, 2014 Item # I •g 2.2.2 Microwave Backhaul Network Description. The Microwave Backhaul Network consists of the point -to -point radio and data switching equipment necessary to interconnect the sites where components of the trunked radio system and conventional radio systems (network hub and remote radio sites) are located. 2.2.3 Conventional Voice System Description. The Conventional Voice System consists of non - trunked ( "conventional ") radio base station equipment installed at remote radio sites to support voice radio communications between users of the RCS trunked radio system and non -RCS user agencies as required in day -to -day, mutual aid and disaster operations. The conventional voice system also provides limited backup voice communications capability in the event of a trunked system failure. 2.3 "Public Safety" and "Public Service" Agencies Defined 2.3.1 Public Safety agencies include all public law enforcement, fire service, EMS and disaster preparedness agencies in San Diego County and Imperial County. 2.3.2 Public Service agencies includes the State of California Department of Transportation (Caltrans) District 11 and other participating public agencies in the counties of San Diego and Imperial whose primary responsibility is providing citizens with services other than law enforcement, fire service, EMS, and disaster preparedness. Public Service agencies may also include Private - Non - Profit agencies operating under an agreement with a public agency. 2.4 Mutual Aid Communications. All law enforcement, fire service, EMS, disaster preparedness and participating public service agencies in San Diego County and Imperial County shall have access to mutual aid communications capabilities. 3. NEXTGEN RCS PARTICIPATION PARAMETERS AND CONTINGENCIES 3.1 Time Is Of The Essence. Due to the aging of the RCS, time is of the essence in the deployment 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 certain level of participation 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 proposals or other form of solicitation 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 Page 4 of 19 December 3, 2013 Page 8 of 26 February 18, 2014 Item # /-8 3.2 Signing Deadline. 1995 RCS Parties and other local governments and agencies that desire to be NextGen Parties must sign this NextGen RCS Agreement no later than March 31, 2014. 3.3 Late Signers; Penalties. 1995 RCS Parties or other local governments or agencies who have not signed the NextGen RCS Agreement by March 31, 2014 will be allowed 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 Infrastructure Cost they would have paid had they executed this NextGen RCS Agreement by March 31, 2014, I�us a late penalty amounting to 15% of the original participation share. Penalty fees will be handled according to Section 3.5. 3.3.1 1995 RCS Parties or other local governments or agencies who have not signed the NextGen RCS Agreement by July 31, 2014, will be allowed 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 ") will 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 25% of the original participation share. 3.4 Final Cut Off. No 1995 RCS Parties or other local governments or agencies will be allowed to sign onto the NextGen RCS Agreement and become NextGen RCS Parties after January 1, 2015. 3.5 Disposition of Penalties Collected. Late penalties will be deposited to the NextGen RCS Trust Fund. 3.6 Financing. For NextGen RCS Parties that choose not to pay their share of the total NextGen RCS Shared Infrastructure Cost in total within sixty days of the issuance of the revised Exhibit C and prior to contract award, which is anticipated to occur in the spring or summer of 2015, a financing mechanism will be determined and made available by the County. Nothing in this section prohibits any NextGen RCS Parties from pursuing and obtaining their own financing. Payment and financing agreements will be separate and apart from this NextGen RCS Agreement. Financing mechanisms will not be available to pay for late signing penalties. 3.7 Contingencies. To facilitate the execution of this NextGen RCS Agreement, it is understood that a NextGen RCS Party may choose to be. excused from performing under this NextGen RCS Agreement if any of the following contingencies are not met: 3.7.1 Vendor Contract — A contract must be awarded pursuant to the County's NextGen RCS RFP or other solicitation. NextGen RCS Agreement Page 5 of 19 December 3, 2013 Page 9 of 26 February 18, 2014 Item # 1.8 3.7.2 County Funding. Funds for the County to undertake the NextGen RCS project must exist. 3.7.3 Actual Shared Infrastructure Costs. The total NextGen RCS Shared Infrastructure Costs, as determined by the vendor contract, does not exceed the budgetary estimate in Exhibit C by more than 10 percent (10 %). 4. SCOPE OF AGREEMENT; CERTAIN REQUIREMENTS 4.1 NextGen RCS Parties. The purpose of the NextGen RCS and NextGen RCS Agreement is to provide a next generation communications system that provides optimum service to the NextGen RCS Parties. To that end, the NextGen RCS will be designed to provide optimum required service. Additionally, the NextGen RCS Parties, while executing this 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- license or transfer their currently allocated 800 MHz frequencies to the County of San Diego for use in the NextGen RCS. S. NEW NEXTGEN PARTIES 5.1 "New Parties" are defined as public safety and public service agencies that are not "1995 RCS Parties ". New Parties will be allowed to participate in this agreement and become a NextGen RCS Party. 5.2 If participation by a New Party requires enhancement or expansion of coverage 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 from the financial responsibilities addressed 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 Reliability. The NextGen RCS shall be designed to provide a high level of redundancy and reliability to support mission 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 standard.) NextGen RCS Agreement Page 6 of 19 December 3, 2013 Page 10 of 26 February 18, 2014 Item # l.. 6.2 Design Objectives. The NextGen RCS design objectives for the performance of portable and mobile voice and the quality of coverage provided shall be determined by the NextGen RCS Board of Directors and appropriate County of San Diego staff. 6.3 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 provide the same general coverage footprint as is provided by the existing RCS and to correct existing deficiencies where practicable. The actual NextGen RCS radio service coverage plan shall be determined by a NextGen RCS Project Management Office to be created by the Sheriff's Department and with the consultation of the NextGen RCS Board of Directors. 7. NEXTGEN RCS ACCESS PRIORITIES 7.1 User Prioritization. In the event that all radio channels in the RCS are busy, users wanting to speak shall be prioritized as follows, regardless of how long they have been waiting: 7.1.1 Priority One - Emergency Identification. An Emergency Identification is defined as the message received when a public safety member calls for immediate.assistance by activating an emergency button or switch on the user radio equipment. 7.1.2 Priority Two - Public Safety 7.1.2.1- Public Safety includes the normal daily radio transmissions of law enforcement, fire service, paramedic providers and disaster preparedness personnel using the RCS. 7.1.2.2 - Public Safety also includes RCS users whose normal lower priorities have been temporarily changed to resolve an unusual occurrence or large scale disaster. 7.1.3 Priority Three - Non - Public Safety, Special Event. Non - Public Safety, Special Event includes planned events involving public service agency participants that are beyond the scope of their normal daily operations. 7.1.4 Priority Four - Non - Public Safety, Regular. Non - Public Safety, Regular includes the normal daily radio transmissions of public service agencies using the system. 8. NEXTGEN RCS GOVERNANCE; CONTINUED RCS GOVERNANCE 8.1. Limited Period 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 RCS Agreement Page 7 of 19 December 3, 2013 Page 11 of 26 February 18, 2014 Item # Agreement and the 1995 RCS Agreement during the construction of the NextGen RCS, as set forth in Section 1.7 above. 8.2 General NextGen RCS Governance Structure. The County of San Diego Sheriff's Department will operate and maintain the NextGen RCS. Other departments of the County of San Diego will provide support as necessary. As the governing body for the County, the Board of Supervisors shall have ultimate fiscal and operational control over the NextGen RCS and shall be ultimately responsible for the overall administration and direction of the RCS through interaction with the NextGen RCS Board of Directors, the assigned San Diego County staff and the NextGen RCS Parties. 9. NEXTGEN RCS BOARD OF DIRECTORS 9.1 Representation. There shall be a NextGen RCS Board of Directors, subject to the Ralph M. Brown Act (California's Open Meeting Law), that shall be the advisory body to the Board of Supervisors with respect to matters concerning 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 agencies as outlined below: County of San Diego (ONE) City Manager (ONE) San Diego County Sheriff's Department (ONE) San Diego County Municipal Police Department (ONE) San Diego County Fire Agencies (TWO) Imperial Valley Emergency Communications Authority (TWO) State of California 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, according to the type of agency. NextGen RCS Agreement Page 8 of 19 December 3, 2013 Page 12 of 26 February 18, 2014 Item # /.? 9.2.1 County of San Diego. The representative for the County of San Diego shall be the Deputy Chief Administrative Officer for Public Safety or his /her designee, preferably the Director of the Office of Emergency Services. 9.2.2 City Manager. The City Manager representative shall be a City Manager of a NextGen RCS agency selected by the San Diego City /County Managers Association. 9.2.3 Sheriffs Department. The delegate from the San Diego Sheriff's Department shall be the Sheriff or the Sheriff's designee. 9.2.4 Police. The municipal police representative shall be a police chief or designate from a NextGen Party municipal police department who shall be selected by the San Diego County Police Chiefs' and Sheriff's Association. 9.2.5 Fire. The two fire service representatives shall be fire chiefs or designees from NextGen RCS Party fire departments or fire services who shall be selected by the San Diego County Fire Chiefs' Association. 9.2.6 Imperial Valley Emergency Communications Authority ( "IVECA "). IVECA shall designate two members of its Board of Directors to serve on the NextGen RCS Board of Directors. 9.2.7 Caltrans. The representative for Caltrans shall be selected by appropriate state authority. 9.2.8 Schools Group. The representative from the RCS Schools Group shall be selected by mutual agreement (or majority vote) of the superintendents of the member school districts. 9.3 Responsibilities of the NextGen RCS Board of Directors. Responsibilities shall include but not be limited to: O Adopting by -laws to govern the NextGen RCS Board of Director's internal operations, consistent with the provisions of this Agreement. • Meeting quarterly or more frequently, if necessary. ® Developing and approving NextGen RCS operating policies and procedures. • Identifying participating agency needs and requirements. o Addressing concerns of participating agencies. NextGen RCS Agreement Page 9 of 19 December 3, 2013 Page 13 of 26 February 18, 2014 Item # �•� ® Reviewing and adopting recommendations regarding the establishment of system priorities and talk groups. ® Establishing subcommittees as necessary to ensure the interests and concerns of NextGen RCS Parties are represented and to ensure technical issues are thoroughly researched. ® Formulating the annual budget and submitting it to the County Board of Supervisors, via the Sheriff's Department, for approval. o Monitoring the implementation of the NextGen RCS. A Conducting programmatic reviews. • Overseeing the establishment of long range plans. Y Making recommendations to the County Board of Supervisors. ® Making recommendations concerning 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 forth in this section also with respect to the RCS as it transitions to the NextGen RCS. 9.4 NextGen RCS Board of Directors Terms and Qualifications 9.4.1 Written Designation. Members of the NextGen RCS Board of Directors ( "NextGen RCS Directors ") shall be designated in a writing submitted to the Sheriff's Department by their respective NextGen RCS Party appointing authority. The term for each NextGen RCS Director shall be determined 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 Alternates. The NextGen RCS Party appointing authority shall also select an alternate to the NextGen RCS Directors. Alternate members are encouraged to attend NextGen RCS Agreement Page 10 of 19 December 3, 2013 Page 14 of 26 February 18, 2014 Item # J4 regular Board of Directors meetings, but shall vote only in the absence of the primary NextGen RCS Director. No proxy voting is allowed. 9.4.3 Chairperson and Vice - Chairperson. The Chairperson and a Vice Chairperson of the NextGen RCS 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 discretion of a majority of the NextGen RCS Directors, i.e., they may be replaced at any time by a majority vote of the NextGen RCS Directors. The Chairperson and Vice - Chairperson shall be selected from members representing NextGen RCS Parties other than IVECA, Caltrans and the Schools Group. For a NextGen RCS Board of Directors meeting to occur, either the Chairperson or Vice - Chairperson, and not their alternates, must be present. 9.5 Attendance at NextGen RCS Board of Directors meetings 9.5.1 NextGen RCS Directors are expected to attend all possible meetings to represent their group interests and to help conduct NextGen RCS business. Arrangements should be made for the alternate to attend in the absence of the primary representative. 9.5.2 The NextGen Board of Directors shall develop and promulgate a policy relating to attendance and absences by Directors and alternates. 9.5.3 Resignation 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 Directors Voting 9.6.1 Members of the 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 conduct of business exists when six (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 of the members of the Board of Directors present. 10. SHERIFF'S DEPARTMENT; WIRELESS SERVICES DIVISION 10.1 Sheriff's 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 Agreement Page 11 of 19 December 3, 2013 Page 15 of 26 February 18, 2014 Item # /•8 10.2 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. 10.3 WSD staff shall provide support as necessary, but shall not have a voting right on any business before the NextGen RCS Board of Directors. 10.4 WSD staff shall perform the functions necessary to ensure that specific system performance guarantees are maintained throughout the term of the agreement. 10.5 WSD Manager. As the manager and operator of the NextGen RCS, the Sheriff's Department, and more specifically the WSD manager and staff, shall have the responsibility to: 10.5.1 Implement the NextGen RCS. 10.5.2 Seek NextGen RCS Board of Directors approval of major policy decisions. 10.5.3 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, hold or dispose of property necessary to operate the NextGen RCS. 10.5.7 Charge participating agencies for expenses incurred in ongoing maintenance and operation of the NextGen RCS. 10.5.8 Implement policy a set by the County, the Sheriff and the NextGen RCS Board of Directors. 10.5.9 Monitor and maintain NextGen RCS performance. 10.5.10 In conjunction with the NextGen RCS Board of Directors, develop and recommend the annual NextGen RCS budget to the County Board of Supervisors. 10.5.11 Reassign NextGen RCS priorities in extraordinary circumstances and make emergency repairs as required. of Directors. 10.5.12 Provide information and support as necessary to the NextGen RCS Board 10.5.13 Provide operating reports and technical information as necessary to assist the NextGen RCS Board of Directors. NextGen RCS Agreement Page 12 of 19 December 3, 2013' Page 16 of 26 February 18, 2014 Item # I 10.5.14 Establish and maintain accounts and records, including personnel, property, financial, programmatic and other records deemed necessary by the NextGen RCS Board of Directors to ensure proper accounting for all ongoing operations and maintenance costs. 10.5.15 Use the records to justify any recommended adjustments to agency monthly operating charges. 10.6 Notice of WSD Staff Changes. The Sheriff's Department shall provide the NextGen RCS Board of Directors timely advance notice of impending personnel changes affecting any management staff assigned NextGen RCS responsibilities. 11. INFRASTRUCTURE, EQUIPMENT, SERVICES AND FISCAL ELEMENTS 11.1 Infrastructure. The NextGen RCS shall be divided into two infrastructure components: (a) the "shared backbone infrastructure" and (b) the participating agencies' infrastructure and equipment., These two parts are divided by a "line of demarcation" at the NextGen RCS network connection, which is the microwave network or common carrier termination point(s) used to interconnect the agency's radio consoles and other electronic communications devices to the RCS network. 11.2 NextGen RCS Shared Backbone Infrastructure Costs. The NextGen RCS Shared Backbone Infrastructure Cost is defined as the total cost of the equipment and services required to plan, design, procure and implement a P25 Trunked Voice Land Mobile Radio System, Microwave Transport Network, and Mutual Aid Conventional Radio System. NextGen RCS Shared Backbone Infrastructure costs shall not include agency equipment or services used to connect to the NextGen RCS (such as agency owned microwave transport or leased commercial connectivity), dispatch center equipment, and subscriber radios (mobile, portable, control stations) and ancillary devices. 11.3 NextGen RCS Shared Backbone Infrastructure Cost Apportionment — Imperial County Agencies. The NextGen RCS shall support NextGen Parties in both San Diego County and Imperial County. In 1995, local government entities in Imperial County formed the Imperial Valley Emergency Communications Authority (IVECA). IVECA was formed as a Joint Powers Authority to provide public 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. 11.3.1 IVECA shall bear the full cost of and retain ownership of all infrastructure installed in Imperial County which primarily supports IVECA agencies. IVECA shall also bear the NextGen RCS Agreement Page 13 of 19 December 3, 2013 Page 17 of 26 February 18, 2014 Item # 1, 6 cost for any software and licenses required to operate the IVECA infrastructure on the NextGen RCS. 11.3.2 Costs for infrastructure installed at the two NextGen RCS sites that border the two counties, Hendrix Peak and Superstition Mountain, will be apportioned between San Diego County infrastructure costs and IVECA infrastructure costs based on talk group usage ratio calculated for calendar year 2013. 11.3.3 IVECA shall be responsible for paying a proportional cost of the "RCS Core" infrastructure equipment. The "RCS Core" is comprised of the computers networking devices that manage and control the NextGen RCS. The proportion shall be based on the same formula used to determine proportional costs for all SD County participating agencies (the average number of subscriber radios each participating agency had active on the RCS on September 1, 2013 and July 1, 2014 based on RCS billing invoices. The average number of radios on the system on those dates will be measured against the total number of all participating 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 financing for IVECA. 11.3.5 IVECA may be excused from performance under this NextGen RCS Agreement if IVECA is unable to obtain financing on terms acceptable to IVECA. 11.4 San Diego County Agencies; Cost apportionment. NextGen RCS Shared Backbone Infrastructure costs for San Diego County governments and agencies that are NextGen RCS Parties but that are not members of the Imperial Valley Emergency Communications 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 further 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, including any penalties for late signing, and any financing cost. 11.4.3 Total cost for the NextGen RCS Shared Backbone Infrastructure supporting San Diego County will be divided 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, i.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 Page 18 of 26 February 18, 2014 Item # l .9 adjustments to their radio inventories based on their respective individual agency requirements, the RIM calculation will be done as follows: • Each NextGen RCS Party's radio inventory for purposes of the RIM calculation will be an average of the number of subscriber radios each NextGen RCS Party had on the RCS on September 1, 2013 and July 1, 2014. The average number of radios over those two dates will be measured against the total number of all participating agency subscriber radios. • If two or more agencies consolidate, the active radio quantities will be combined from each agency for the two dates listed above. a For New Parties that did not have radios on the RCS prior to or on September 1, 2013, their radio inventory for purposes of the RIM calculation will be determined 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 Radio Inventory Reductions. Radios deactivated from the RCS between May 1, 2013, and July 1, 2014, will be permanently deprogrammed from the RCS and will not allowed to be reactivated for use on the RCS or NextGen RCS except as direct one - to -one replacements for radios that are lost or become nonfunctional. 11.5 Final Cost Apportionment Totals. After all NextGen Parties have signed the agreement and after the final contract amount for the NextGen system has been determined, the County will issue an amendment to this agreement to update Exhibit C. (See section 14.3.) The amended Exhibit C will provide 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 include the September 1, 2013 and July 1, 2014 radio inventory totals for each agency and the final average. 11.6 Connection Costs; Maintenance. All NextGen RCS Parties, including both San Diego County and IVECA agencies, are responsible for all costs associated with procuring and installing the equipment necessary to connect to the NextGen RCS network and infrastructure and ongoing costs of connecting to the NextGen RCS. This shall not include maintenance of agency -owned microwave equipment used to connect to the NextGen RCS network which will be performed by the Sheriff's Department as a component of the NextGen RCS microwave network (supported by the NextGen RCS monthly operating fees). NextGen RCS Agreement Page 19 of 26 Page 15 of 19 December 3, 2013 February 18, 2014 Item # /.9 11.6.1 Maintenance and other costs associated with the provision of primary and back up electrical power and other facility related costs in support of agency owned equipment shall be the responsibility of the agency. 11.7 Agency Subscriber and Dispatch Equipment. Subscriber and dispatch equipment are not part of the backbone infrastructure. The costs of purchasing, operating, and maintaining P25 compatible radio equipment, P25 - compatible dispatch equipment, and any ancillary agency equipment is the sole responsibility of NextGen Parties. 11.8 Monthly Operating Fees 11.8.1 The costs of ongoing operations and maintenance of the trunked voice radio system, microwave network, and conventional radio systems shall be allocated to the participating agencies on a per radio basis. 11.8.2 The cost per radio 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 part of determining the agency's ongoing NextGen RCS costs unless the radios are retained for normal operations following resolution of the disaster or emergency. 11.8.4 The monthly per -radio network operating fee shall be in effect for a period of one year and shall be adjusted annually to reflect actual 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 funds available for contingencies and future RCS upgrades, enhancements and eventual replacement. Fund. 11.12.2 Reserve funds, including interest, shall be maintained in the RCS Trust 11.13.3 All excess monthly operating fee revenue shall be transferred to the RCS Trust Fund at the close of each fiscal year. NextGen RCS Agreement Page 16 of 19 December 3, 2013 Page 20 of 26 February 18, 2014 Item # 1.9 11.14.4 Other revenue from non - parties shall either be used for NextGen RCS operations or may be directed to the RCS Trust Fund upon recommendation of the NextGen RCS Board of Directors and approval of the Board of Supervisors. 11.15.5 The NextGen RCS Board of Directors 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 NEXTGEN PARTIES 12.1 Compatibility of Equipment Purchased By NextGen RCS Parties. It is the responsibility of each NextGen RCS Party to ensure that when purchasing equipment to connect to the NextGen RCS that such equipment is compatible. The NextGen RCS will be a "standards based" P25 system which is compatible with subscriber radios and dispatch consoles from numerous manufacturers provided the equipment has been tested and certified as being P25 compliant. NextGen RCS Parties may submit the specifications of equipment they intend to purchase to the WSD for back up verification of compatibility. However, the County bears no responsibility for the purchase of incompatible equipment. 12.2 Contract "Piggybacking ". The County agrees that it will endeavor to include a "piggyback clause" in contracts into which it enters that involve NextGen RCS equipment. For purposes of this NextGen RCS Agreement, a "piggyback clause" means written permission for other government agencies 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 the date of this Agreement. 14. AGREEMENT MODIFICATION; ENTIRE AGREEMENT 14.1. Except as otherwise provided herein, all changes to the NextGen RCS Agreement may only be amended in writing with the approval of the governing bodies of all parties to this NextGen RCS Agreement. Prior to processing an amendment, a recommendation shall be requested from the NextGen RCS Board of Directors. 14.2. Except as otherwise provided 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 this NextGen RCS Agreement, except to the extent that (1) State or Federal agencies may require standard form contracts incorporating the terms of this NextGen RCS Agreement, (2) supplemental agreements may be required NextGen RCS Agreement Page 17 of 19 December 3, 2013 Page 21 of 26 February 18, 2014 Item # I •8 relating to IVECA, and (3) separate agreements may be required related to financing and frequency licensing or transfer. 14.3 Exhibit C Revisions. Notwithstanding any other provision of this NextGen RCS Agreement, including but not limited to section 14.1, the NextGen Parties agree that, when final system costs are known, the County is authorized by the NextGen RCS Parties to amend Exhibit C of this NextGen RCS Agreement to reflect the final system costs in accordance with the cost apportionment method described in section 11. The NextGen Parties agree that the final Exhibit C as amended by the County and in accordance with the apportionment method described in section 11 (see, in particular, section 11.5) shall be the legally- binding Exhibit C to this NextGen RCS Agreement without further approval by the NextGen RCS Parties. The County shall distribute the amended final Exhibit C to the NextGen RCS Parties. 15. TERMINATION BY A NEXTGEN RCS PARTY OF ITS PARTICIPATION 15.1 Notice. In order to terminate participation prior to the end of the TWENTY year term, the withdrawing agency must provide to the NextGen RCS Board of Directors and the Sheriff's Department no less than a one year written notice of intent to terminate participation. In the event there are extensions to the NextGen RCS Agreement, written notice of termination must be given no less than 120 days prior to the end of the extension. 15.2 Conditions of Termination. A NextGen RCS Party may terminate pursuant to Section 15.1 on the following conditions: 15.2.1 The terminating NextGen RCS Party must return to the Sheriff's Department all County - purchased equipment unless the Sheriff's Department determines otherwise. 15.2.2 The terminating NextGen RCS Party is responsible for any and all NextGen RCS debts attributable to that NextGen RCS Party, regardless of extra - contractual consequences of termination, including but not limited to breach by the terminating NextGen Party of its own financing obligations or CSA 135 obligations. 15.2.3 If a terminating NextGen RCS Party brought frequencies to the NextGen RCS, the terminating NextGen Party and the NextGen RCS Board of Directors shall negotiate in good faith a settlement that either returns the same or equivalent operable frequencies to the terminating NextGen Party, or provides equitable compensation if frequencies are left with the NextGen RCS. NextGen RCS Agreement Page 18 of 19 December 3, 2013 Page 22 of 26 February 18, 2014 Item # I � 16. GOVERNING LAW This NextGen RCS Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California. 17. DISPUTE RESOLUTION NextGen RCS Parties shall meet, confer and attempt in good faith,to resolve any disputes involving performance under this NextGen RCS Agreement. Disputes that are not resolved by the NextGen RCS Parties shall, upon written request by any one of the NextGen RCS Parties involved in the dispute, be submitted to non - binding mediation by a mediator agreed upon by the NextGen RCS Parties involved in the dispute. If the NextGen RCS Parties involved in the dispute cannot agree on a mediator, they shall ask the American Arbitration Association to appoint a mediator. Each party shall bear its own costs of participating in the mediation. 18. SIGNATURE PAGES Each signature page shall include a description and reference to the source of authority for the person who is signing to execute contracts 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 which shall constitute but one and the same agreement. NextGen RCS Agreement Page 19 of 19 December 3, 2013 Page 23 of 26 February 18, 2014 Item # /.* Signature Page to NextGen RCS Agreement Name of Party: County of San Diego Party Authorization and Acceptance On December 3. 2013 (Date), Item or Agenda No. 6, the San Dieoo County Board of Supervisors (Name of Governing Body) Authorized the Undersigned to Accept, Agree to and Execute This NextGen RCS Agreement on behalf of the County of San Diego (Name of Party) As reflected in the attached Minute Order or similar documentation of the action taken. Typed Name and Title of Authorized Party Official: Thomas J. Pastuszka Clerk of the Board of Supervisors Signature of Authorized Party Official: Date of Signature: 13 Approv d a to(form and legality Approved and/or authorized by tte Cou ty o Ins I f the County of Son :0*eMeothp OAte: � � Minute Order .� B By 1 JV Date' 6. Senior Deputy cl f the rd Sups tisors ' Page 24 of 26 February 18, 2014 Item # �•� Signature Page to NextGen RCS Agreement Name of Party: City of Poway Party Authorization and Acceptance On February 18, 2014 (Date), Item or Agenda No. , the City of Poway City Council (Name of Governing Body) Authorized the Undersigned to Accept, Agree to and Execute This NextGen RCS Agreement on behalf of the City of Poway (Name of Party) As reflected in the attached Minute Order or similar documentation of the action taken. Typed Name and Title of Authorized Party Official: Tina M. White Interim City Manager Signature of Authorized Party Official: Date of Signature: Approved as to Form: Dated: By: Attest: By: Morgan L. Foley, City Attorney Sheila R. Cobian, CIVIC, City Clerk City of Poway Page 25 of 26 February 18, 2014 Item # 1.8 Exhibit C Estimated RCS NextGen System Cost NextGen Shared Infrastructure Cost NextGen System `Components'- Shared, Infrastructure Estimated Cost Estimated Total Shared Infrastructure Cost $ 105,000,000 Less estimated IVECA Infrastructure °of $9 Million (includes estimated proportional share of NexGen core) $ (9,000,000) Less Grants /RCS Trust Fund $ (10,000,000) Estimated Remaining Shared Infrastructure Costs to be Apportioned ,among San Diego County NextGen RCS Parties $ 86,000,000 Estimated Total Subscriber Radio Count otal Estimated NextGen Parties Subscriber Radio Count 13,953 I - To Calculate Your Agency's Estimated Cost Apportionment 1. Divide the Remaining Costs to be Apportioned by the Total Estimated NextGen Parties Subscriber Radio Count. Multiply this number by the projected average number of your agency's subscriber radios for the two dates. Formula Estimated Remaining Costs to be Apportioned x Two Year Average _ Agency Cost for Estimated Total Subscriber Radio Count Radio Count Shared Infrastructure Example 1. Agency X has an average of 50 radios for the two dates. 2. Total Estimated Cost of System divided by the Total Estimated Parties Subscriber Radio Count is $6,164 3. Fifty (50) subscriber radios X $6,164 estimated cost = Estimated Agency Cost $308,177 26 of 26 Attachment B. February 18, 2014 Item # 8 NextGen RCS Agreement December 3, 2013