County of San Diego - NextGen Infrastructure CostsAGREEMENT BETWEEN THE COUNTY OF SAN DIEGO AND THE CITY OF POWAY FOR PAYMENT OF
NEXTGEN RCS INFRASTRUCTURE COSTS
This Agreement ( "Agreement ") is entered into this 7 thth day of October 2016, (to be filled in
by County Clerk of the Board) between the County of San Diego, apolitical subdivision of the State of
California ( "County "), and the City of Poway ( "City "). City and County shall be collectively referred to
as the "Parties ".
RECITALS
R.1 County and City have entered an 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 ").
R.2 Under Section 11.8 of the NextGen RCS Agreement, participating agencies pay a monthly
operating fee based on the number of radios that they operate within the Next Generation Regional
Communications System (NextGen RCS).
R.3 Pursuant to the NextGen RCS Agreement, the County agrees to purchase a NextGen RCS and
the Parties agree to share Backbone Infrastructure costs. The NextGen Agreement contemplates
additional, separate agreements related to payments and possible financing.
R.4 On February 2, 2015 (Item No. 5), the Board of Supervisors authorized the Clerk of the Board
to execute payment agreements with the Next Generation Regional Communications System Parties
on behalf of the County.
Therefore, the parties agree as follows:
AGREEMENT
1. Obligations of the Parties
1.1 County. County agrees to pay City's proportional Infrastructure costs as part of the
NextGen procurement.
1.2 City. Beginning June 1, 2017, and each year thereafter for ten (10) years, City agrees
that the City will pay an annual payment as described in section 11.4 of the NextGen RCS agreement,
of $154,336.73. The annual payment of $154,336.73 is determined by the amortization schedule
which is attached as Exhibit A. These annual payments will continue through June 30, 2026. Failure
by the City to pay any portion of the annual fee will be a breach of section 11.4 of the NextGen RCS
Agreement. These annual payments are separate and apart from the monthly operating fee
referenced in R.2 of this agreement and 11.8 of the NextGen Agreement.
1.3 Early Payoff. During the term of this agreement, within 30 days of making the annual
payment, the Agency will be permitted to retire their entire debt by paying it in full. Exhibit A, the
amortization schedule, provides the amount to be paid in full for the term of the agreement.
2. No Third Party Beneficiaries. This Agreement is not intended to, and shall not be construed to,
confer a benefit or create any right on any third party, or the power or right to bring an action to
enforce any of its terms.
3. Amendments. This Agreement may be amended only by written instrument duly signed and
executed by authorized representatives of the County and City.
4. Waiver. The waiver by either Party or any of its officers, agents or employees, or the failure of
either Party or its officers, agents or employees to take action with respect to any right conferred by, or
any breach of any obligation or responsibility of this Agreement, will not be deemed to be a waiver of
such obligation or responsibility, or subsequent breach of same, or of any terms, covenants or
conditions of this Agreement, unless such waiver is expressly set forth in writing in a document signed
and executed by the appropriate authority of the County or of the City.
S. Authorized Representatives. The persons executing this Agreement on behalf of the Parties
hereto affirmatively represent that each has the requisite legal authority to enter into this Agreement
on behalf of its respective Party and to bind its respective Party to the terms and conditions of this
Agreement. The person executing this Agreement on behalf of its respective Party understands that all
Parties are relying on these representations in entering into this Agreement.
6. Successors in Interest. The terms of this Agreement will be binding on all successors in interest
of each Party.
7. Severability. The provisions of this Agreement are severable, and the adjudicated invalidity of
any provision or portion of this Agreement shall not in and of itself affect the validity of any other
provision or portion of this Agreement, and the remaining provisions of the Agreement shall remain in
full force and effect, except to the extent that the invalidity of the severed provisions would result in a
failure of consideration or would materially adversely affect any Party's benefit of its bargain. If a court
of competent jurisdiction were to determine that a provision of this Agreement is invalid or
unenforceable and results in a failure of consideration or materially adversely affects any Party's benefit
of its bargain, then the Parties agree to promptly use good faith efforts to amend this Agreement to
reflect the original intent of the Parties. Except for this obligation to discuss amending this Agreement,
no Party is obligated to agree to a new agreement or any amendment hereto.
8. Termination. This Agreement will be terminated once the Agency has made the final
payment required under section 1.2.
9. Term of Agreement. The term of this Agreement is from the first business day following the
date on which the last Party executes the Agreement through June 30, 2026, subject to Paragraph 8
above.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year above set
forth. This Agreement shall be effective as of the first business day following the date on which the
last Party executes it.
CITY OF POWAY
COUNTY OF SAN DIEGO
B < � `� `7 ' ` C� " Dateq',A 1 , B J Date U 7
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David C. Hall, Clerk of the Board
For San Diego County Board of Supervisors
APPROVED AS TO FORM AND
LEGALITY FOR COUNTY OF
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By: /� ^`� p% ID
Mark Day, Senior Deputy
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City of Poway
Exhibit A - Amortization Schedule
Annual Interest Rate
2.79%
Years
10
Payments Per Year
1
Amount
$ 1,330,746.13
Payment Number
Payment
Principal
Interest
Balance
1
($154,336.73 )
($117,208.91)
($37,127.82 )
$1,213,537.22
2
($154,336.73)
($120,479.04)
($33,857.69 )
$1,093,058.19
3
($154,336.73 )
($123,840.40)
($30,496.32)
$969,217.78
4
($154,336.73)
($127,295.55)
$27,041.18)
$841,922.23
5
($154,336.73 )
($130,847.09
($23,489.63)
$711,075.14
6
($154,336.73)
($134,497.73)
($19,839.00)l
$576,577.41
7
($154,336.73 )1
(5138,250.22)
($16,086.51)
$438,327.20
8
($154,336.73)
($142,107.40)
($12,229.33)
$296,219.80
9
($154,336.73)
($146,072.19)
($8,264.53)
$150,147.61
10
$154,336.73
$150,147.61
$4,189.12
$0.00