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HomeMy WebLinkAboutContract 45220 (2)THE STATE OF TEXAS COUNTY OF TARRANT CITY sEcRETARY'I� CONTRACT NO.__ Zfr-U KNOW ALL BY THESE PRESENTS COMMUNICATIONS SYSTEM AGREEMENT CATEGORY 2 — GOVERNMENT ENTITY MASTER SWITCH USER - NETCO 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 Euless ("USER"), a member city of the Northeast Tarrant County Radio Consortium ("NETCO"), acting herein by and through its duly authorized City Manager, individually referred to as a "party," collectively referred to herein as the "parties." The term CFW or Fort Worth shall include all employees, directors, officials, agents, and authorized representatives. The term USER shall include all employees, directors, officials, 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 licensee of the CFW Trunked Voice Radio Systems with all privileges and responsibilities thereof; and WHEREAS, in July 1994 the cities of Bedford and Colleyville entered into an interlocal agreement to construct and operate the initial 800 MHz trunked radio system in Northeast Tarrant County with the intent of offering membership to other agencies ("NETCO Agreement"); and WHEREAS, the cities of Keller, Euless, Grapevine and Southlake later adopted the NETCO Agreement and joined Bedford and Colleyville to form the NETCO Consortium (collectively the "NETCO member cities"); and LO1 61330 03A13338 9ILf:' � J t ) �` J 1t �,'��l_1c1i1 ant `rig E! ILIMr S , ktaillt4 c,-�� i WHEREAS, Fort Worth and the NETCO member cities can realize improvements in interoperable communications capabilities among their public safety agencies by utilizing common radio infrastructure; and WHEREAS, the parties now wish to enter into this Agreement to allow each individual NETCO member city to use Fort Worth's P25 radio master switch NOW THEREFORE, Fort Worth and USER agree as follows: 1. GRANT OF LICENSE Fort Worth hereby grants the USER specific permission to operate its owned Motorola Solutions ASTRO R Site Repeater System, Console System or equipment attached and/or interfaced to the CFW Project 25 Master Site located at the hagle Mountain Communications Site at 6869 Bowman Roberts Road, Fort Worth, Texas (the "System") in accordance with the specific details and requirements for use as set forth m "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. 3. COMPENSATION USER shall remit payment to Fort Worth in the amount and manner set forth in Exhibit A. 4. LIABILITY Nothing in the performance of this Agreement shall impose any liability for claims against Fort Worth or USER other than claims for which liability may be imposed by the Texas Tort Claims Act. 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 City. 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 officers, agents, servants, employees, contractors and subcontractors. USER acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and USER, its officers, agents, employees, servants, contractors and subcontractors. USER further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City 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 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 City shall 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 at no additional cost to the City. USER agrees that the City 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 City 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 City. Which such right shall be granted solely at the discretion of the City. 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. AMENDMENTS No amendment to this Agreement shall be binding upon either party hereto unless such amendment is set forth in writing, and signed by both parties. 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, each party for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the other party (the "producing party") as confidential and shall not disclose any such information to a third party without the prior written approval of the producing party Each party shall store and maintain information of the producing party in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt such information in any way Each party shall notify the other party immediately if the security or integrity of any information of the producing party 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 or existing contractual obligations directly related to the subject matter of this Agreement. 14. 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. 15. SIGNATURE AUTHORITY The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the 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 16. ENTIRETY OF AGREEMENT This written instrument, including all hxhibits 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 This Agreement may not be amended unless set forth in writing and signed by both parties. [Signature Page Follows] � � EXECUTED IN MULTIPLE ORIGINALS on this theday of ' 2OW NAME OF E► 141: CITY OF FORT WORTH: Utg By: \-)11%- Susn Alanis A-ssist tcity Manager Date: �2�15�1 e: ATTEST: By: Mary sc City S etar a Assistant By: Name: Title: Date: Gary cKamle City Manager3 October 29, 2013 ATTEST: Kim Sutter Nae• , City secretary Title: By: .' 1 S C. � zc Name: . �e�. �� r a Title: iyAttarney Contract Authorization: M&C: --ab5/3 J Date Approved: tar LEGALITY: f>�SC 4+ "mil Asitbe•teAt ©FACIAL RECORD @T V SECRETARY 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 owned and operated by the USER that are connected to the CFW master switch. "Infrastructure Support Fee" shall mean the annual fee charged by CFW to offset any actual increased costs incurred by the City in the operation and maintenance of the radio systems. The annual Infrastructure Support Fee is billed per active subscriber radio ID, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur when new radio IDs are issued on a pro-rata basis, and thereafter, at the beginning of each CFW fiscal year. There will be no refunds or credits for radios removed from service during the year billed. "Interoperable Communications Plan" means the plan developed and established by CFW to enhance and simplify radio communications among all agencies utilizing the CFW public safety radio system or connecting its Site Repeater Systems or Console Systems to the CFW master switch "Master Site" shall mean the hardware and software provided by CFW as the core component of the Motorola Solutions ASTRO 25 radio communications system. All Site Repeater Systems must connect to the Master Site. "Software Upgrade Agreement Fee" shall mean the annual fee charged by CFW to offset cost incurred by the City from Motorola Solutions for the maintenance of the Software Upgrade Agreement applicable to the NETCO member cities' Site Repeater Systems and Console Systems. "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 owned and operated by the NETCO member cities to be connected to the CFW master switch "Subscriber Radio" shall mean a control station (desk top radio), mobile radio, or portable radio, which has a unique identification number and is programmed to operate on the CFW Trunked Voice Radio System. "Talk Group" shall mean a specific group of subscriber units allowed to communicate privately within that group over shared infrastructure resources. TERMS OF USE 1. The CFW shall provide and maintain the Motorola Solutions ASTRO 25 Master Site to which the NETCO member cities' Site Repeater Systems and Consoles System will connect. If the NETCO member cities increases its number of Site Repeater Systems or Console Systems, the NETCO member cities will incur all costs equally, if any resulting from the expansion of capacity of the System and associated hardware and software required to accommodate the NETCO member cities' additions. 2. The CFW shall execute with Motorola Solutions a Software Upgrade Agreement for the System, every ASTRO 25 radio site connecting to the System, including those owned and operated by the NETCO member cities, and all other hardware such as Console Systems that would be affected by the software upgrades, including those owned and operated by the USER Unless the NETCO member cities are notified otherwise, the software for the System, all Site Repeater Systems and all Console Systems will be upgraded to the current level every two years. The NETCO member cities will provide all reasonable coordination necessary for the upgrade of its Site Repeater Systems and Console Systems. 3. The CFW shall assign the USER exclusive use of a block of radio IDs adequate for all radios and dispatch consoles owned and operated by the USER. USER agrees to assign radio IDs exclusively from the assigned block for all radios and dispatch consoles owned and operated by the USER. USER must provide written authorization to the CFW prior to the release of the USER's radio IDs or any other information to a third party vendor or agency. 4. The acquisition, installation and maintenance of the NEI TCO member cities' Site Repeater Systems, and Console Systems are the responsibility of the NETCO member cities unless otherwise stated in this Agreement. The NETCO member cities will be responsible foi managing infrastructure loading and demand of the NETCO member cities' Site Repeater Systems. 5. The USER will be responsible for the acquisition, programming, and maintenance of all subscriber radios. 6. The Cities of Euless, Bedford and Southlake are the holders of the current FCC (Federal Communications Commission) license(s) that NETCO member cities' Site Repeater System uses for its operation. 7. The NETCO member cities are responsible foi providing all leased circuits and associated hardware and software necessary to connect its Site Repeater Systems and Console Systems to the System. All costs associated with provision of connectivity will be borne by the NETCO member cities. Connectivity methods are limited to terrestrial facilities leased through a licensed carrier Other connectivity methods, such as microwave, will require the prior approval of CFW and will result in additional costs to the NETCO member cities. 8. 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 jurisdictional portable radio communications coverage testing to determine the expected radio coverage level. 9. USER shall use due diligence in the maintenance and configuration of their subscriber radio equipment to ensure that no USER radio causes a degradation to system operation. The CFW shall have the right to remove from operation any field radio unit or equipment owned by USER that is operating on, attached and/or interfaced to the CFW infiastructuie, if such equipment is found to cause interference or harm to the 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 suspected of causing interference, intentionally or unintentionally, to any other radios on the systems or the systems operation 10. The CFW will establish a coordinated Interoperable Communications Plan to apply to CFW and the users of its systems. USER agrees to participate in the Plan and include the Plan's interoperable talk groups in the programming of its subscriber units and Console Systems. 11 Either USER or CFW may terminate this Agreement for any reason, with or without cause, upon three hundred sixty five (365) days written notice to the other party The CFW, in its sole discretion, shall have the right to deny USER access to the iadio infrastructure and/or the right to terminate the Agreement immediately if USER fails to make full payment of invoiced system fees within thirty (30) days of the date payment is due The CFW further reserves the right to terminate this Agreement, or deny access to the USER, if within twenty-four (24) hours after notice of USER misuse of the system, the USER fails to discontinue the misuse. Notwithstanding the foregoing, the CFW, in its sole discretion, reserves the right to immediately deny access to the USER if such action is required to prevent the spread of a security breach, threatened security breach, emergency, operational issue, or other critical incident between the Master Site and the Site Repeater System. The CFW must immediately restore access to the USER once the security breach, emergency operational issue, or ethical incident is resolved. In the event a security breach, emergency, operational issue, or other critical incident results in the System being unavailable for an extended period of time, the parties may terminate this Agreement by mutual written consent. APPLICABLE FEES 12 Effective October 1, 2014, and each year thereafter as long as this Agreement is in effect, USER shall pay the CFW an Annual Subscriber Unit Fee in the amount of $1.90 per month, per subscriber radio, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur when new Radio IDs are issued on a pro-rata basis, and thereafter, at the beginning of each CFW fiscal year. Further, at the beginning of each fiscal year of this Agreement, the CFW may increase the Annual Subscriber Unit Fee to offset any actual increased costs incurred by the City in the operation and maintenance of the System. CFW shall provide reasonable advance notice of any planned increase in fees. There will be no refunds or credits for radios removed from service during the fiscal year. 13. USER shall pay the CFW an Annual Software Upgrade Fee equal to its pro rata share of the amount invoiced to the CFW by Motorola Solutions, Inc , or its successors, for the upgrade of the NETCO member cities' Site Repeater Systems, Consoles Systems and any other component subject to upgrade as a result of the upgrade of the System. USER's pro rata share will be based on the amount invoiced to CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the NETCO member cities' Site Repeater Systems, Consoles Systems and any other component subject to upgrade as a result of the upgrade of the System The Site Repeater Systems cost will be divided by the total number of NETCO member cities. The costs associated with the Console Systems and any other component subject to upgrade will be determined by the USER's actual number of Console Systems and other upgraded components as of the date of the invoice If any NETCO member city fails to make full payment of invoiced system fees within sixty (60) days of the date payment is due, or if the number of NETCO member cities decreases at any time, USER agrees to pay its equal share of that NETCO member city's invoice divided by the number of remaining NETCO member cities. COMPLIANCE WITH LAWS 17. The USER shall comply with all current and future Federal, State, and Local laws, Ordinances, and Mandates, including Federal Communications Commission (FCC) rules and regulations regarding proper use of radio communications equipment The USER will also comply with the guidelines or procedures set out in this agreement. Furthermore, the USER is responsible for enforcing such compliance by its employees, volunteers, or any individual operating USER subscriber radio equipment Furthermore, each party will be responsible foi payment of any fines or penalties resulting from the actions of that party, its employees volunteers, or operators even if such fines or penalties are levied against the other party as the holder of the FCC license 18 In order to comply with Federal, State, and Local Laws and/ or Mandates, the CFW, as the licensee, may need to act on behalf of the USER regarding possible modifications, reconfiguration, or exchange of owned subscriber radio equipment in order to meet these obligations If the USER is operating under the auspices of CFW's license for as long as this agreement is in force, the USER will allow the CFW to facilitate such activities on USER's behalf as necessary. 19. In the instance where USER subscriber radio equipment is to be replaced in order to be in compliance with Federal, State, and Local Laws and/or Mandates, title and ownership of such replacement subscriber radio equipment shall pass directly to USER upon delivery of subscriber radio equipment to the USER's site. The USER shall provide the CFW, or its designee, with the subscriber radio equipment to be replaced, in good working order, as determined by the CFW or its designee. USER shall be liable for payment of any fees associated with radios deemed to be not in proper working order. USER shall be liable for payment of any fees associated with upgrades to subscriber radio equipment M&C Review Page 1 of 2 U CIL E DA COUNCIL ACTION: Approved on 12/3/2013 DATE: 12/3/2013 REFERENCE NO.: CODE: C TYPE• SUBJECT: Official site of the City of Fort Worth Texas FORT WORTH 04CITY OF EULESS **C-26573 LOG NAME: COMMUNICATIONS SYSTEM AGREEMENT PUBLIC CONSENT HEARING: NO Authorize Execution of a Communications Systems Agreement with the City of Euless for Participation in the City of Fort Worth's Two -Way Public Safety Radio System, 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 Communications Systems Agreement with the City of Euless for participation in the City of Fort Worth's Two -Way Public Safety Radio System. The City of Euless will reimburse its share of operations and maintenance to ensure no cost to the City of Fort Worth for annual reimbursement estimated to be approximately in the amount of $7,100.00. In addition, the City of Euless will reimburse the City of Fort Worth for its share of any Software Upgrade Agreement. DISCUSSION: The City of Fort Worth (City) maintains Agreements to provide access to its two-way radio systems by other public safety agencies in Tarrant and Johnson counties In return for this access, external agencies help offset the City's expenses through the payment of annual fees. In addition, access to the Fort Worth Public Safety Radio System by multiple jurisdictions enhances the ability of emergency responders to communicate with one another when responding to incidents. In October the City of Euless (Euless) approved a Communications System Agreement to use a portion of the City s new digital Public Safety Radio System. Euless is part of a six -city coalition known as NETCO (Northeast Tarrant County). NETCO cities will provide their own radios, radio towers and infrastructure required to provide coverage in northeast Tarrant County, but will utilize the City's P25 radio master switch or core to run the NETCO system. The addition of the NETCO cities will require no change or expansion to the City's radio system. To ensure the software levels of the radio systems remain current and under support, the City will utilize a Motorola Software Upgrade Agreement that encompasses all external agencies that connect to the City's P25 master switch The use of a single Software Agreement to cover all users will result in a 9.1 percent discount in the cost for all agencies, including the City. The Communications System Agreement with Euless allows the City to invoice Euless for its share of the Motorola Software Upgrade Agreement, as well as Euless annual subscriber fee, which is estimated to be approximately in the amount of $7,100.00 annually. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the Information Technology Solutions Department is responsible for the collection and deposit of funds due to the City. TO Fund/Account/Centers FROM Fund/Account/Centers PI68 475700 0046020 $71100.00 http://apps.cfwnet org/council_packet/mc_review. asp? ID=19236&councildate=12/3/2013 12/12/2013 M&C Review Page 2 of 2 Submitted for Citv Manaaer's Office bv: Oriainatina Deaartment Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Peter Anderson (8781) Steve Streiffert (2221) Alan Girton (8484) http://apps.cfwnet org/counckpacket/mc_review.asp?ID=19236&councildate=12/3/2013 review.asp?ID=19236&councildate=12/3/2013 12/12/2013