HomeMy WebLinkAboutContract 51882 CITY SECRETARY
CONTRACT NO.r Ova.
SUBSCRIBER SERVICES AGREEMENT
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This SUBSCRIBER SERVICES AGREEMENT (the "Agreement") is made I d entered
into by and between the City of Fort Worth ("Fort Worth" or "CFW") acting her ffi by and
through its duly authorized Assistant City Manager, and City of Godley ("USER"), acng herein
by and through its duly authorizedindividually ref rred to as
a "party," collectives referred to herein as the `parties." The CFW or Fort Worth shill include
all employees, directors, officers, agents, and authorized representatives. USER shall-�nclude all
employees, directors, officers, agents, and authorized representatives.
RECITALS
WHEREAS, this Agreement is made under the authority of Sections 7 1, Texas
Government Code; and
WHEREAS, each governing body, in performing governmental functions or inpaying 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 inecessary
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 Dort Worth
to provide USER with installation, maintenance and repair services for wireless commi nications
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 rI it
necessary to maintain it in good working order. Upon request, CFW shall also install,Viand
remove equipment from vehicles for reuse or disposal. USER shall approve equipmen
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installation location and configuration prior to commencement of work, and will inspe and
00 approve installation upon completion. I
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CITY SECRETARY
FT. WORTH TQC
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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 E hibit A_is
effective. Estimated total billing is $5,000 per year. Billing will be from the first ay 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 onithe 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 appli,,cable 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 thilat 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.
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5. Indeependent Contractor. It is expressly understood and agreed that UnR 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 thei 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 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.
6. Non-Appropriation of Funds. Fort Worth and USER will use best efforts to
appropriate sufficient funds to support obligations under this Agreement. However, iri 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.
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
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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 assignmentn
violation of this provision shall be void. j
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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 requiredi,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 preven 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.
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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 it 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 talthe
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. .1
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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 Stites Mail,
registered, return receipt requested, addressed as follows:
City of Fort Worth City of Godley
Attn: Susan Alanis, Assistant City Manager Attn: David J. Wallis, Mayor
200 Texas Street PO Box 27
Fort Worth TX 76102 Godley, TX 76044
Facsimile: (817) 392-8654 Facsimile: 817.886.2547
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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 ac�ion.
17. Signature AuthoritX. The person signing this Agreement hereby warran�s 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 lor other
authorization of the entity. The other party is fully entitled to rely on this warranty and'i
representation in entering into this Agreement.
18. Entirety of Agreement. This written instrument, including all Exhibit 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
Subscriber Services 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 countexparts and
each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall
together constitute one and the same instrument.
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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.
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[Signature Page Follows]
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Communications System Agreement I Page 5 of 7
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EXECUTED IN MULTIPLE ORIGINALS on this the �Ly of 920 1
CITY OF FORT NORTH: CITY OF GODLEY:
By:_ By:
S `san anis Name:
A t ty wager Title: MpqpR
Date: ( _Date:
CONTRACT COMPLIANCE MANAGER:
By signing, I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By:
Name: Steve Streiffeft
Title: Assistant IT Director
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APPROVED TO FORM APPROVED TO LEGALITY:
AND LEGALITY:
$ $ ; C-A55 (Z CAL-Ati./Ay
Y; Y
7 TA Stron Name:
Assistant City Attorney ®RT,�i itle: c(-ry A Attu tit jF_1
ATTEST: ': A "TEST:
By:
o� Mary J. Kayser Name
O� . . .
City Secretary Title:
Form 1295:
Contract Authorization:
M&C: _ c _ 9 qq 7
Date Approved:
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OFFICIAL RiCORD
CITY SECRETARY
FT. WORTH,TX
Communications System Agreement 7
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EXHIBIT A
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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:
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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. $100.50 per hour (with a two-hour minimum) for work performed outside regular
business hours when User requests work to be performed during these hour$.
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
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Covered Services:
• Radio Tuning and Alignment (work performed at Fort Worth Radio Servicgs 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 $67.00 if the User requests Fort Worth Radio Services staff to pick
up and deliver radios to User site.
Communications System Agreement Page 7 of 7
M&C Review
Official site o the City Fort Worth,Texas
CITY COUNCIL AGENDA 'FORT WORT II
COUNCIL ACTION. Approved on 1/2912019
DATE: 1/29/2019 REFERENCE**C-28997 LOG NAME: 04CITY OF GODLEY RADIO
NO.: SUBSCRIBER SERVICES
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Radio Subscriber Services Agreement with the City of Godley
for the Provision of Two-Way Radio Support Services at No Cost to the City of Fort
Worth (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Radio Subscriber Services
Agreement with the City of Godley for the provision of two-way radio support services at no cost to
the City of Fort Worth.
DISCUSSION:
The City of Fort Worth (City) maintains Agreements with other public safety agencies in North
Central Texas to provide access to its Public Safety Communications System. Some agencies
have expressed interest in having the City extend its support to the programming, repair and
maintenance of their two-way radios and other hardware and software used to access the City's
Public Safety Communications System.
In December 2018, the City of Godley (Godley)approved a Radio Subscriber Services Agreement.
Under this agreement, the City will install, configure, program, maintain and repair certain public
safety emergency response equipment. Godley will reimburse the City for all labor and material
costs associated with these services. The City's performance of these additional services will not
impact its ability to meet City department requirements. It will, however, provide additional external
revenues to help support the Public Safety Communications System. It will also ensure that the
equipment supporting the users of the City's radio system is operating within manufacturer
specifications, which is a critical requirement of the digital technology used with the City's
communications system. Annual fees are estimated to total approximately$5,000.00.
This contract will be with a governmental entity, state agency or public institution of higher
education: (City of Godley)
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation the Information
Technology Solutions Department and the Financial Management Services Department have the
responsibility for the collection and deposit of funds due to the City under this
Agreement. Revenue from this agreement is estimated at$5,000.00 annually.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I I Year I (Chartfield 2)
http://apps.cfwnet.org/council_packet/mc review.asp?ID—X6642&councildate=1/29/2019[1/30/2019 1:09:31 PM]
M&C Review
FROM
Fund I Department I Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by@ Susan Alanis (8180)
Originating Department Head: Roger Wright (2230)
Additional Information Contact: Alan Girton (8484)
Ron Burke (2655)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID--26642&councildate=1/29/2019[1/30/2019 1:09:31 PM]