HomeMy WebLinkAboutContract 47426 \ CITY SECRE AW
RECEIVED CONTRACT 140. 14
JAN'14 201-
CITY OF FORT WORTH COMMUNICATIONS SYSTEM AGREEMENT
CITYSECRETARy
MUTUAL AID ACCESS (SINGLE USE)—GOVERNMENT ENTITY
This COMMUNICATIONS SYSTEM AGREEMENT(the "Agreement") is made and
entered into by and between the City of Fort Worth ("Fort Worth" or "CFW") acting herein
by and through its duly authorized Assistant City Manager, and the City of Haslet ("USER"),
acting herein by and through its duly authorized City Administrator, individually referred to as a
"party," collectively referred to herein as the "parties." The CFW or Fort Worth shall include all
employees, directors, officers, agents, and authorized representatives. USER shall include all
employees, directors, officers, agents, and authorized representatives.
RECITALS
WHEREAS, this Agreement is made under the authority of Sections 791.001-791.029,
Texas Government Code; and
WHEREAS, each governing body, in performing governmental functions or in paying for
the performance of governmental functions hereunder, shall make that performance or those
payments from current revenues legally available to that party; and
WHEREAS, each governing body finds that the subject of this Agreement is necessary for
the benefit of the public and each has the legal authority to perform and to provide the
governmental function or service which is the subject matter of this Agreement; and
WHEREAS, each governing body finds that the performance of this Agreement is in the
common interest of both parties and that the division of costs fairly compensates the performing
party for the services or functions under this Agreement; and
WHEREAS, Fort Worth owns, operates, and maintains Trunked Voice Radio Systems for
the purpose of providing Public Safety voice radio communications and is the sole license holder
of the CFW Trunked Voice Radio Systems with all privileges and responsibilities thereof, and
WHEREAS, Fort Worth and USER may, in an emergency or under certain other
circumstances, provide each other with public safety support or other mutual aid or emergency
assistance; and
WHEREAS, the parties wish to enter into this Agreement to establish the terms and
conditions pursuant to which USER will be able access CFW's radio systems in connection with
the provision of mutual aid assistance between the parties.
NOW THEREFORE, Fort Worth and USER agree as follows:
City of Fort Worth Communications System Agreement—Mutual Aid/Single Use
City of Haslet
Page I of 10
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
1. GRANT OF LICENSE
Fort Worth hereby grants the USER specific permission to operate USER's owned or leased field
radio equipment or equipment attached and/or interfaced to the CFW Trunked Voice Radio
Systems (the "Radio System") infrastructure in mutual aid or emergency situations, provided,
however, that such use must comply with the specific details and requirements for use as set forth
in "Exhibit A,Terms of Use," which is attached hereto, incorporated herein, and made a part of
this Agreement for all purposes. Failure to comply with these specific details and requirements
may result in the immediate withdrawal of the specified permissions.
2. TERM
This Agreement shall begin upon the last day executed by all authorized parties and shall continue
in full force and effect unless terminated in accordance with the provisions set forth herein and in
Exhibit A.
3. LIABILITY
With respect to the use of the Radio System, each party agrees to be liable for any damages or loss
that may be caused by its own negligence, omission or intentional misconduct. For purposes of
this Section 3, the term party shall include employees, directors, officers, agents, authorized
representatives, subcontractors, consultants, and volunteers of the respective party. Nothing in the
performance of this Agreement shall impose any liability for claims against either party other than
for claims for which the Texas Tort Claims Act may impose liability. Further, this Agreement is
not intended to affect the allocation of liability between the parties in connection with the provision
of mutual aid assistance; liability for such mutual aid assistance shall be governed by the separate
mutual aid agreement or state law provisions under which the assistance is being provided.
4. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that USER shall operate as an independent contractor as to
all rights and privileges granted herein,and not as agent, representative or employee of the CFW.
Subject to and in accordance with the conditions and provisions of this Agreement, USER shall
have the exclusive right to control the details of its operations and activities with respect to the
use of the Radio System and shall be solely responsible for the acts and omissions of its
employees, directors, officers, agents, authorized representatives, subcontractors, and
consultants. USER acknowledges that the doctrine of respondeat superior shall not apply as
between the CFW, its employees, directors, officers, agents, and authorized representatives, and
USER and its employees, directors, officers, agents, authorized representatives, subcontractors,
and consultants. USER further agrees that nothing herein shall be construed as the creation of a
partnership or joint enterprise between CFW and USER. This Agreement is not intended to
affect the roles of the parties in connection with providing mutual aid assistance; coordination of
mutual aid activities and chain-of-command issues shall be governed by the separate mutual aid
agreement or state law provisions under which assistance is being provided.
5. NON-APPROPRIATION OF FUNDS
City of Fort Worth Communications System Agreement—Mutual Aid/Single Use
City of Haslet
Page 2 of 10
Fort Worth and USER will use best efforts to appropriate sufficient funds to support obligations
under this Agreement. However, in the event that sufficient funds are not appropriated by either
party's governing body, and as a result, that party is unable to fulfill its obligations under this
Agreement, that party (i) shall promptly notify the other party in writing and (ii) may terminate
this Agreement, effective as of the last day for which sufficient funds have been appropriated.
6. RIGHT TO AUDIT
USER agrees that the CFW shall,at no additional cost to the CFW,during and until the expiration
of three (3) years after termination of this Agreement, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers, records, and communications
of the USER involving transactions relating to this Agreement. USER agrees that the CFW shall
have access during normal working hours to all necessary USER facilities and shall be provided
adequate and appropriate work space in order to conduct audits in compliance with the provisions
of this section. The CFW shall give USER reasonable advance notice of intended audits.
7. ASSIGNMENT
USER shall not have the right to assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the CFW. Which such right shall be
granted solely at the discretion of the CFW. Any assignment in violation of this provision shall
be void.
8. NO WAIVER
The failure of either party to insist upon the performance of any provision or condition of this
Agreement or to exercise any right granted herein shall not constitute a waiver of that party's right
to insist upon appropriate performance or to assert any such right on any future occasion.
9. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, neither CFW nor USER waives
or surrender any of its governmental powers or immunities.
10. A1VlEi'N"1VJL TS
No amendment to this Agreement shall be binding upon either party hereto unless such amendment
is set forth in writing, dated subsequent to the date of this Agreement, and signed by both parties.
City of Fort Worth Communications System Agreement—Mutual Aid/Single Use
City of Haslet
Page 3 of 10
11. SEVERABILITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
12. CONFIDENTIAL INFORMATION
To the extent permitted by law, USER for itself and its officers, agents and employees, agrees that
it shall treat all information provided to it by the CFW as confidential (`City Information") and
shall not disclose any such information to a third party without the prior written approval of the
CFW,unless such disclosure is required by law, rule,regulation,court order, in which event USER
shall notify CFW in writing of such requirement in sufficient time to allow CFW to seek injunctive
or other relief to prevent such disclosure. USER shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. USER shall notify the CFW immediately if the security or
integrity of any City Information has been compromised or is believed to have been compromised.
13. FORCE MAJEURE
The parties shall exercise their best efforts to meet their respective duties and obligations
hereunder, but shall not be held liable for any delay in or omission of performance due to force
majeure or other causes beyond their reasonable control, including, but not limited to, compliance
with any state or federal law or regulation, acts of God, acts of omission, fires, strikes, lockouts,
national disasters, wars, riots, material or labor restrictions, transportation problems, existing
contractual obligations directly related to the subject matter of this Agreement, or declaration of a
state of disaster or emergency by the federal, state, county, or City government in accordance with
applicable law.
14. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when(I)hand-delivered to the other party, its agents, employees, servants
or representatives, (2)delivered by facsimile with electronic confirmation of the transmission, or
(3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
City of Fort Worth City of Haslet
Attn: Susan Alanis, Assistant City Manager Attn: James Quin, City Administrator
1000 Throckmorton 101 Main St.
Fort Worth TX 76102-6'1 1 Haslet, TX 76052
Facsimile: (817) 392-8654 Facsimile: (817) 439-1606
With Copy to the City Attorney
At same address
15. GOVERNING LAW/VENUE
City of Fort Worth Communications System Agreement—Mutual Aid/Single Use
City of Haslet
Page 4 of 10
This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for
any action brought on the basis of this Agreement shall lie exclusively in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of Texas—Fort
Worth Division. In any such action, each party shall pay its own attorneys' fees, court costs and
other expenses incurred as a result of the action.
16. SIGNATURE AUTHORITY
The person signing this Agreement hereby warrants that he/she has the legal authority to execute
this Agreement on behalf of his or her respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this warranty and representation in entering into this Agreement.
17. EN T IRE T Y OF AGREEMENT
This written instrument, including all Exhibits attached hereto, contains the entire understanding
and agreement between Fort Worth and USER as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with this Agreement. Any previously executed Communication System Agreement
between the parties shall be terminated simultaneously with the final execution of this Agreement
by both parties.
18. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the
same instrument.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
City of Fort worth Communications Scstem Agreement—Mutual Aid/Single Use
Cin of Haslet
Page 5 of 10
EXECUTED IN MULTIPLE ORIGINALS on this thelq day of ' 4L 20461- .
1
CITY OF FORT WORTH: CITY OF HASLET:
As approved by Council at its regular
�} Meeting held on November 16; 2015.
By: BOmJarnes
Susa Alanis N WQuin
nt City Manager Tity Administrator "G�ty of�y
Date: 1 1 3 - �:? Date: t111 +11
'S— ��� asi
� .for
ATTEST: �'� � � � ATTEST:
MarJ yse � Name: Dianna Buchanan
City c tary °�%* 00o,oQ° Title: City Secretary_
1'�a(Ag
APPROVED TO FORM APPROV TO LEGALITY:
AND LEGA Y:
By: By: V
Assist City A orney Name: Ro AI(ibon
cat 5h✓l)}UAt"Y Title: City Attorney
Contract Authorization:
M&C: &—Azo 91
Date Approved: alp/(o
icz t w, l Z9
City of Fort Worth Communications System Agreement—Mutual Aid/Single Use
Pageof f 10 OFFICIAL RECORD
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CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
CATEGORY 1, TERMS OF USE
The following definitions shall have the meanings set forth below and apply to this Agreement and
the Terms of Use set forth herein:
DEFINITIONS
"Console System" shall mean all hardware and software associated with any dispatch console or
set of consoles operated by the USER that are connected to the CFW Master Switch.
"Interoperable Communications Governance Committee" ("Governance Committee") shall
mean that group of individuals tasked with maintaining and administering the Interoperable
Communications Plan. The Governance Committee shall consist of ten to fifteen individuals with
CFW selecting at least one representative and each classification of users selecting at least one
representative. The Governance Committee shall determine and may periodically adjust the
number of members and the method for selecting members for each classification of users with a
goal of ensuring that the Governance Committee reflects the full range of user types.
"Interoperable Communications Plan" (the "Plan") means the plan developed and established
by CFW and the Governance Committee to facilitate, enhance and simplify radio communications
among all agencies utilizing the Radio System or connecting their Site Repeater Systems or
Console Systems to the CFW Master Switch. The Plan is available upon request from CFW or can
be found on the CFW website at http://fortworthtexas.gov/itsolutions/.
"Master Switch" shall mean the primary processing and network infrastructure to which all
Console Systems and Site Repeater Systems must connect in order to operate on the Radio System.
The Master Switch is currently located at the CFW Eagle Mountain facility.
"Over The Air Rekeying" ("OTAR") shall mean the management and support of Subscriber
Radio encryption keys via over-the-air, radio channel transmission.
"Private Call" shall mean a feature that reserves channel resources specifically for conversations
between two Subscriber Radios.
"Site Repeater System" shall mean the base stations, shelter,tower and all site-specific hardware
and software infrastructure associated with the provision of a radio site connected to the CFW
Master Switch.
"Subscriber Radio" shall mean a radio that has a unique identification number and is
programmed to operate on the Radio System. The term shall include, but not be limited to, control
stations (desk top radios), mobile radios, and portable radios.
"Talk Group"shall mean a specific group of Subscriber Radios allowed to communicate privately
within that group over shared infrastructure resources.
City of Fort worth Communications System Agreement—Mutual Aid/Single Use
City of Haslet
Page 7 of 10
TERMS OF USE
1. The installation and maintenance of the Radio System infrastructure equipment is the
responsibility of CFW unless otherwise stated in this Agreement.
2. The CFW is the holder of the FCC (Federal Communications Commission) license(s) that the
Radio System uses for its operation. This Agreement shall not be construed or interpreted to grant,
convey, or otherwise provide USER with any rights whatsoever to the CFW FCC license(s) or to
the Radio Frequency spectrum used by the Radio System.
3.The CFW makes no guarantee, either express or implied, as to radio signal strength or a specific
level of radio coverage in a particular location. The USER is responsible for conducting
appropriate and applicable in-building and geographical coverage testing to determine the
expected radio coverage level for USER's equipment.
4. USER will be responsible for the acquisition, programming, and maintenance of all equipment
USER will be utilizing in connection with the Radio System infrastructure, including, but not
limited to, Subscriber Radios, consoles, and special equipment.
5. In order to ensure hardware and software compatibility with the Radio System infrastructure,
all Subscriber Radios and consoles intended for use by USER on the Radio System shall be
compliant with Project 25 standards established by the Telecommunications Industry Association.
The use of unauthorized radios on the Radio System may result in suspended operation of the
radios and/or termination of the Agreement.
6. USER agrees to exclusively utilize antennas specifically approved by the radio manufacturer
for use with the specific models of USER's radios. The use of short, broad spectrum, or"stubby,"
antennas is not recommended. USER shall be solely liable for coverage gaps in the event USER
utilizes short broad spectrum or stubby antennas or other antennas not approved by the
manufacturer for use with the specific models of USER's radios.
7. No antenna gain greater than 3 DB will be allowed for mobiles and consolettes.
8. USER shall use due diligence in the maintenance and configuration of its Subscriber Radio
equipment to ensure that no USER radio or console causes a degradation to the Radio System
operation. The CFW shall have the right to remove from operation any field radio unit or
equipment owned or leased by USER that is operating on, attached and/or interfaced to the CFW
infrastructure, if CFW determines in its sole reasonable discretion that such equipment is causing
interference or harm to the Radio System in any way. The CFW reserves the right to request that
USER operated field radio units or equipment operating on, attached and/or interfaced to the
infrastructure be tested for proper operation and/or repaired by an authorized radio repair facility
approved by the CFW. The cost of such testing or repair will be the sole responsibility of USER.
Furthermore, the CFW shall have the right to deactivate, without prior notification to or consent
of USER, any field radio or other USER equipment suspected of causing interference,
intentionally or unintentionally, to any other radios on the Radio System or to the Radio System's
overall operation.
Cit}of Fort worth Communications System Agreement—Mutual Aid/Single Use
C m of Haslet
Page 8 of 10
9. In instances in which the parties are engaged in providing mutual aid assistance, USER's radios
may be used for voice radio communications over the Radio System infrastructure in accordance
with the terms and conditions of this Agreement for as long as this Agreement remains in effect.
This Agreement does not authorize regular use of the Radio System in situations that do not involve
mutual aid assistance between the parties.
10. The CFW will be responsible for managing infrastructure loading and demand. CFW reserves
the right, without notice to incumbent users, to enter into a similar agreement with other entities
or to deny the addition of new Subscriber Radio equipment to any user of the Radio System. The
CFW shall have sole discretion in determining whether to allow additional users or radios based
on CFW's determination of whether such addition to the Radio System can be made without
adversely impacting the Radio System.
11. USER is prohibited from utilizing telephone interconnect on the Radio System. This
prohibition shall include, but is not limited to, connecting to either the PSTN (Public Switched
Telephone Network) or USER's internal phone system(s) through a console patch into the Radio
System or to any Subscriber Radio on the Radio System.
12. Due to the radio infrastructure resource allocations required by "Private Call," USER is not
permitted to utilize "Private Call"on the Radio System.
13. USER is prohibited from utilizing data communications on the Radio System without CFW's
explicit written permission.
14. The use of OTAR in association with Subscriber Radio encryption is prohibited without prior
approval of CFW. Administration of encryption keys will be performed exclusively by CFW.
USER may utilize and administer other encryption methods as required.
15. The CFW will provide USER with an Advanced System Key(ASK)for use with the USER's
Subscriber Radios only. The ASK will expire annually, and USER shall be responsible for
requesting a new ASK following expiration if one is required. USER will be responsible for
safeguarding the security of the ASK to prevent theft and/or loss. USER agrees to notify CFW
immediately upon the theft or loss of the ASK.
16. CFW will assign the USER Talk Group IDs unique to USER operation.All Talk Group names
shall include a prefix unique to the USER's agency. No other agency will be authorized to use
USER Talk Groups without the express written permission of USER, and a copy of such
permission must be on file with the CFW before such use may occur. The CFW reserves the right
to require certain Talk Group ID's to be programmed in USER radios. Additionally, between the
parties. CFW shall have the right to limit the number of Talk Group ID's to be used by USER and
to disable Talk Groups ID's as it deems appropriate.
17. The CFW has established a coordinated Interoperable Communications Plan to apply to CFW
and the users of its Radio System. USER agrees to comply with the Plan and include the Plan's
interoperable Talk Groups in the programming of its Subscriber Radios and Console Systems.
Cit}of Fort worth Communications System Agreement—Mutual Aid/Single Use
Crt}of Haslet
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