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1. Implementation Obligations. The Parties hereby commit to fund and implement <br />the System Extension as described on Exhibit B and Exhibit C. <br />a. California Environmental Quality Act ( "CEQA" ). The County shall be <br />the lead agency for purposes of CEQA and shalt obtain all necessary approvals for the System <br />Extension. <br />b. Party Share. The Parties intend to implement and fund the System <br />Extension over several years beginning in fiscal year 2014 -15 through fiscal year 2018 -19. Each <br />Party is responsible for its fair share contribution to the System Extension. The total estimated <br />budget for the System Extension and each Party's fair share contribution is depicted on Exhibit C <br />( "Cost Share "). A Party's Cost Share is determined by the number of subscriber radios used by <br />the Party on the CCCS, as well as the Party's proportionate share of the System Extension <br />dedicated to System Backbone. Each Party shall pay its total Cost Share in five fiscal year <br />payments beginning in fiscal year 2014 -15 through fiscal year 2018 -19 in accordance with the <br />procedures in Subsection (c) below. Each Party acknowledges that its Cost Share for the System <br />Extension is an estimate and is expressed as a not to exceed amount. Each Party's Cost Share <br />will be based on an actual quote by a third party vendor who will perform the System Extension <br />under a contract or series of contracts approved and managed by the County ( "Contractor "). A <br />Party's actual Cost Share amount will be determined prior to the beginning of each fiscal year in <br />which it is due and will be based on the Contractor's scope of work for the respective fiscal year. <br />Therefore, the Cost Share depicted on Exhibit C may change, and may be periodically updated <br />by the Parties to reflect any changed equipment or authorized System Extension modification <br />expenses. <br />C. Invoicing & Payment. 'The County will calculate the actual Cost Share <br />amount due the following fiscal year, and will invoice each Party by July 1. Each Party shall pay <br />its respective Cost Share to the County within thirty (30) days of the start of the fiscal year. A <br />Party is exempt from the payment procedures of this Subsection Lc for the relevant fiscal year if <br />it has: <br />i. Executed a binding agreement with the County approved Contractor, <br />agreeing to pay or finance its Cost Share through the Contractor <br />directly, or <br />ii. Executed a binding agreement with the County agreeing to jointly <br />finance its Cost Share. <br />d. Cost Share Responsibility. Upon execution of this Amendment, each <br />Party is responsible for its actual Cost Share regardless of the form and manner of payment <br />described herein, such that the Party cannot terminate its Cost Share obligation for any <br />reason. In the event of a withdrawal from the system in accordance with Section 20 of the <br />Agreement or in the case of a default for failure to pay its Cost Share in accordance with this <br />Amendment, each Party remains obligated to pay to County the Party's outstanding Cost Share <br />as that obligation becomes due. Should any Party fail to pay its respective Cost Share when due, <br />the County shall take action as is appropriate to obtain such payment. Nothing herein shall be <br />construed as the County's exclusive remedy for the remediation of defaults by a Party or Parties, <br />Page 2 of 11 <br />'• • <br />