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�P 00 SUBSCRIBER SERVICES AGREEMENTd -- ?� ' This SUBSCRIBER SERVICES 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 Midlothian
("USER"), acting herein by and through its duly authorized City Manager, 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, it is the collective desire of both Fort Worth and USER to allow Fort Worth
to provide USER with installation, maintenance and repair services for wireless communications
components and systems.
NOW THEREFORE, Fort Worth and USER agree as follows:
1. Services
CFW shall install,configure, maintain, and repair the following equipment: mobile, portable,
and fixed two-way radios and other wireless devices, antennas, speakers, and ancillary
equipment, sirens, mobile data computers and related hardware and cabling, and any other
similar or related public safety emergency response equipment. Unless mutually agreed prior to
commencement of work, CFW shall provide primary maintenance services for the equipment
at the CFW IT Solutions radio repair facility (or facilities). The service shall include the regular
inspection of the equipment and any maintenance or repair necessary to maintain it in good
working order. Upon request, CFW shall also install and remove equipment from vehicles for
reuse or disposal. USER shall approve equipment installation location and configuration prior to
commencement of work, and will inspect and approve installation upon completion.
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City of Fort Worth Subscriber Services Agreement �; � 4;, � �yY�',,,,R:�;
City of Midlothian
Page 1 of 7 C i T YC'� Ta ,a
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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.
3. COMPENSATION
USER shall remit payment to Fort Worth in the amount and manner set forth in Exhibit A "Fee
Schedule." CFW may revise Exhibit A to adjust service rates as needed without further action
by CFW provided that CFW shall provide not less than sixty(60) days advance written notice
to USER before any revision to Exhibit A is effective. Estimated total billing is $5,000 per
year. Billing will be from the first day of the month through the last day of the same month.
CFW will invoice USER no later than the 21 st day of the month following the end of each billing
period, with the invoice dated on the day it is sent. USER will pay CFW within thirty (30) days
of receipt of any invoice for services under this Agreement. CFW shall have the right to increase
any applicable fees under this Agreement each fiscal year to offset any increased costs incurred by
CFW. Any increase in applicable fees will be effective at the beginning of the next CFW fiscal
year.
4. LIABILITY
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 4, 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.
5. 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 and 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
respondent 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.
6. NON-APPROPRIATION OF FUNDS
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
City of Fort Worth Subscriber Services Agreement
City of Midlothian
Page 2 of 7
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.
7. 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.
8. 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.
9. 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.
10. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the neither CFW nor USER
waives or surrender any of its governmental powers or immunities.
11. AMENDMENTS
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.
12. 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.
13. 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
City of Fort Worth Subscriber Services Agreement
City of Midlothian
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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.
14. 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.
15. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when(1)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 Midlothian
Attn: Susan Alanis,Assistant City Manager Attn: Chris Dick, City Manager
200 Texas Street 104 W. Avenue F
Fort Worth TX 76102 Midlothian, TX 76065
Facsimile: (817) 392-8654 Facsimile: (972) 775-7122
With Copy to the City Attorney
At same address
16. GOVERNING LAW/VENUE
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.
17. 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
City of Fort Worth Subscriber Services Agreement
City of Midlothian
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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.
18. ENTIRETY 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.
19. 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.
20. TERMINATION.
Either USER or CFW may terminate this Agreement for any reason, with or without cause, upon
ninety (90) days written notice to the other party. The CFW, in its sole discretion, shall have the
right to deny USER services under this Agreement and/or the right to terminate the Agreement
immediately if USER fails to make full payment of invoiced fees within thirty (30) days of the
date payment is due.
21. COMPLIANCE WITH LAWS.
The USER shall comply with all current and future Federal, State, and Local laws, Ordinances,
and Mandates, including Federal Communications Commission rules and regulations regarding
proper use of radio communications equipment.
[Signature Page Follows]
City of Fort Worth Subscriber Services Agreement
City of Midlothian
Page 5 of 7
EXECUTED IN MULTIPLE ORIGINALS on this the/ok ay of 20(/.
CITY OF FORT WORTH: CITY OF MIDL THIAN:
By: _<� By:
Ust
Alanis Chris Dick
ant City Manager City Manager
Date: a I q 12018 Date: Vee Mm Xy- 1a, 19017
CONTRACT COMPLIANCE MANAGER: \\��:```p�T Y
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all 1
performance and reporting requirements.
By:
Name: STeV� 'T)eAEFF E;.C>-r
Title: AS5/5T
APPROVED TO FORM APPROVED TO LEGALITY:
AND LEGALITY:
B B . A,
Y• Y
Strong Name: S r- 7f.
Assist--.City Attorney Title:
ORT
ATTEST: ATTEST:
B � '� B
3C�—
Y M ysc `* Name: �i�e10�2
City Secretary Title: ; c
�XAS
Form 1295•
Contract Authorizaiiu--.
M&C:_ C �-a05A7
Date Approved: j– 0 O – c;ZtV!r-
City of Fort Worth Subscriber Services Agreement Or-FICIAL R`. AU`C r-
City of Midlothian Cil" BaXA".A 4T.�I XII
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EXHIBIT A
FEE SCHEDULE
Time And Materials Services
Covered Services:
• Mobile Radio Installation
• Mobile Computer Installation
• Radio Repair(Mobile and Portable)
• Base Station Radio Repair
• Radio Template Development
• Radio Code Plug Development
• Radio Programming
• Other Services As Agreed
Applicable Rates:
Labor
1. $67.00 per hour for work performed during regular business hours (Monday through
Friday from 7:30 AM to 6:00 PM except CFW holidays).
2. $100.50 per hour(with a two-hour minimum)for work performed outside regular
business hours when User requests work to be performed during these hours.
3. A per-visit trip charge of$33.50 if User requests work to be performed at a site other
than the Fort Worth Radio Services site. Labor rate will be charged beginning with
technician's arrival to User site.
Parts and Services
1. Parts and supplies used in the performance of maintenance and repair services will be
billed at the vendor's invoiced cost to the City plus 10%.
2. Services from third-parties (such as Motorola repair depot) will be billed at the
vendor's invoiced cost to the City plus 10%.
Flat Rate Services
Covered Services:
• Radio Tuning and Alignment(work performed at Fort Worth Radio Services site
only)
Applicable Rates:
1. $33.50 per radio for units delivered by User to the Fort Worth Radio Services site.
2. $67.00 per mobile radio removed and reinstalled in User vehicles. Vehicle must be
delivered by User to the Fort Worth Radio Services site.
3. A trip charge of$33.50 if the User requests Fort Worth Radio Services staff to pick up
and deliver radios to User site.
City of Fort Worth Subscriber Services Agreement
City of Midlothian
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