HomeMy WebLinkAboutContract 43473 (2)� � -
TF�E STA.TE 4F TEXAS
KNQ��' ALL BY THES� P'RESE��'I'�
COUNTY OF T��RANT
COMMUNICATIONS SYSTTElVI AGREEMENT
CATEGORY Z — GOVERNIVXENT ENTITY
MASTER SWITCH USER
This CQMMLTNICATIONS 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 thxough its duly authorized Assistant City Manager, and
Johnson County ("USER"), acting herein by and through its duly authorized
C�� �; i I _� U� � C� , 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, d.irectors,
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
�or the performance of governmental functions hereunder, shall make that performance or those
payments from current revenues legally available to that party; and
W�IEREAS, each governing body finds that the subject of this Agreement is nec�ssary
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
WI-�REAS, 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 perfornung
pariy for the services or functions under this Agreement; and
WHEREAS, Fort Worth owns, operates, and a�ai�tains Tnuiked Voice Radio Systems
for the purpose af providing Public Safety voice radio coinmunications and is the sole licensee of
the CFW Trunked Voice Radio Systems with a1I privileges and responsibilities thereof.
NOW THEREFORE, Fort Worth and USER agree as follows:
OFFICIAL REC�itD
CITIf SECRETARI(
_ , �'' � Fi'. V1106tTH, TX
1. G�TT ()F LICENSE
Fort Worth hereby grants the USE� specific permission to operate its owned Motorola Salutions
ASTRO� Site Repeater System, Console System ar equipment attached and/or interfaced to the
CFW Project 25 Master Site located at the Eagle Mountain Communications Site at 6869
Bowman Roberts Road, Fort Worth, Texas (the "System") in accordance with the specific details
and zequixements for use as set forth in "Exhibit A, Terms of Use," wluch is attached hereto,
incorporated herein, and made a part of this Agre�ment for all purposes. Failure to comply with
these specif c detaiis and requirements may result in the immediate withdrawal of the specified
pernussions.
2. TERM
This Agreement shall begin upon the last day executed by all authorized parties an shall continue
in fu11 force and effect unless ter�minated in accordance with the provisions set forth herein.
3. COMPENSATION
USER shall remit payment to For� Worth in the amount and manner set forth �in Ezhibit A.
4. LIABILITY
Nothing in the performance of this Agreement shall impose any liability for claims against Fort
Worth or USER other thau claims far which liabiiity may be imposed by the Texas Tort Claims
Act.
5. INDEPENDENT CONTRACTOR
It is expressly understood and agreed tf�at USER shall operate as an independent contr�ctor as
to alI rights and privileges granted herein, and not as agent, representative or employee af the
City, 5ubject #o 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, ag�nts, servants, employees, contractors
and subcontractors. USER �cknowiedges that the docbrine 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 nothirig
herein shall be construed as #he creation of a p�rinership or joint enterprise between City and
USER.
�. I�Oi�d-A�P���P�I��'�C��' 4� �'iJl�BS
Fort V��orth and LJ�'�� will use best efforts to appropriate sufficient funds to support obliga#ions
under this Agreerner�t. However, in the event that suff cie�lt funds are not appropriated by either
parly's governing body, and as a result, that pariy is unable ta fulfill its ohligations under this
Agreement, that party {i) sha.11 promptly notify the other party in writing and (ii) may terminat�
this Agreement, effective as of the Iast day for which sufficient funds have been appropriated.
7. RIG�iT TO AUDIT
USER agrees that the City shall, until the expiration of three (3) years after termination of tlus
Agreement, have access to and the right to examine at reasonable times any directly pertinent
books, documents, papers, recards, and communications of the U9ER involving transactions
relating to this Ag3reement at no additional cost to #he City. USER agrees that the City shall
have access during narmal working hours to a11 necessary USER facilities and sha11 be
pravided adequate and appropriate work space in order to conduct audits in compliance with
the pravisions of this section. The City sha11 give USER reasonable advance notice af intended
audits.
S. 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 sha11 be
granted solely at the discretion of the City.
9e NO WAIVER
The failure af 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.
�a. �ivn�x�rs
No amendtnent ta this Agreement shall be binding upon either p�rty hereto unless such
amendment is set forth in writing, and signed by both parties.
11. SEVERABIY.ITY
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,
illegai or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.
l�� CC}1�T�'���N'I'I� II°�'�E��:I�4.'I'�tlN
To the extent permitted by taw, �T�E� for itself and its o�cers, agents and employees, agrees
that it shalI treat ali infortnation pro�vid.ed to it by the City as confidential and shall not disclose
any such information to a third party without the prior written approval of the City. USER shall
store and maintain City Information in a secure manner and sha11 not allcsw unauthorized users to
access, modify, delete or otherwise corrupt City Information i.n any way. USER shall notify the
City unmediately if the security or integrity of an City information has been compromised or is
believed to have been compromised.
13. FOI�CE MAJEURE
The parties sha�l exercise their best efforts to meet their respective duties and obligations
hereunder, but sha11 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 sta.te or federal law or regulation, acts of God, acts of omission, f�res,
strikes, lockouts, na.tional disasters, w�rs, riots, material or labor restrictions, transportation
problems or e�usting contractual obligations directly related to the subject matter of this
Agreement.
14. GOVERNING LAW l VENUE
This Agreement sha11 be construed in accordance with the laws of the Sta.te of Texas. Venue for
any action brought on the basis o� this Agreement shall lie exclusively in state courts lncated in
Tarrant County, Texas or the United States District Court for the Northern District of Texas —
�ort Worth Division. In any such action, each party shali pay its own attorneys' fees, court costs
and other expenses incurred as a result of the action.
1S. 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 pariy, and that such bindit�g authority has been granted
by prop�r order, resolufion, ordinance or other authorizatio� of the entity. The other party is fully
entitled to rely on this wananty and representation in entering into this Agreement.
16. ENTIRETY OF AGREEMENT
This written instrtument, inc�uding all Eachibits attached hereto, contains the entire understanding
and agreement between Fort Worth and USER as to the matters contain.ed herein. Any prior or
contemporaueous oral or written agreement is hereby dsclared null and void to the extent in
ccsnflict with this Agreement. This Agreement may not be amende.d unless set forth in writing
and signed by both parties.
[Signature Page Follows]
Eh'ECUi`ED IN MLJLTIP LE O�I-GIl�IALS on thr s the -=� �>'�ay of��� 20�_,�!
CITY OF FORT WOR'�'H:
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By: ;,
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ASS�S,
Date: �
ATTEST:
By: �� �,%_
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City �
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�nt City Manager
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APPR4VED TO FORM
ANll LEGALI�`Ye _
� B. Fa�
nt City Attorney
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Contract Authorizat' •
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Date Approved:
[l�A1VIE OF ENTITY]: � G� ti-{ N S� N C� L�� i�
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Title:
Date:
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�FF��IpL RECORD
C�T1( SECRETARY
�, WORTH, TX
E��FB'I �` r�.
eA'I'��(�RY 1, TERI�� (�F �7SE
The fallowing defuutions sha11 have the meanings set forth below and apply to this Agreement
and the Terms of Use set forth herein:
DE�'INITIONS
"Cat�sole System" shall mean all hardware and sof�ware associated with any dispatch console or
set of cansoles owned and operated by the USER that are connected to the CFW master switch.
"�nfrastructure Support Fee" shall mean the annual fee charged by CFW to offset any actual
increased costs incurred by the City in the operation and ma.intenance of the radio systems. The
annual Tnfrastructure Support Fee is billed per active subscriber radio ID, payable in advance on
an annual basis for aIl 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 CF� fiscal year. There will be no refunds or credits for radios removed from
service during the year billed.
"Interoperable Communicatians Plan" means the plan developed and established by CFW to
enhance and sunplify radio communications among all agencies utilizing the CFW public safety
radio system or conne�ting its Site Repeater Systems or Console Systems to the CFW master
switch.
6`Master Site" sha11 mean the hardware and software provided by CFt�V a� 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" shali mean the annual fee charged by CFW to offset cost
incurred by the City from Motorola Solutions for the maintenance of the Soflware Upgrade
Agreement applicable to the USER's Site Repeater Systems and Console Systems.
"Site Repeater System" shall mean the base stanons, shelter, tower and all site-specific
hardware and softwaxe infrastructure associated with the pravision of a ra.dio site owned and
operated by the USER to be connected to the CFW master switch.
`�Subscriber Radio" shall mean a con#rol station (desk top rad�o), mobile radio, or porta.ble
radio, which has a unique identification number and is programmed to operate on the CFW
Trunked Voice Radio System.
KTalk Group'� sha�l mean a specific group of subscriber units allowed to communicate privately
within that group over shared in&astructure resources.
T'��� f�F U�E
l. The CFW sh�all provide and maintain the Ivlotorola Solutions ASTR� 25 Master Site to whiclz
the €T��I�'s Site R�peater �}�stems and Consoles System will connect. Ii the �TSEI2. inereas�s its
number of Site Repeater Systems or Console Systems, the USE�. will incur ail costs, if any,
resultirtg from the expansion of capacity of the System and associa#ed hardware and software
required to accommodate the USER's additions.
2. The CFW sha11 execute with Motoroia Solutions a Software Upgrade Agreement for the
System, every ASTRO 25 radio site connecting to the System, including those owned and
operated by the USER, and all other hardware such as Consoie Systems that would be affected
by the software upgrades, including those owned and operated by the USER. Unless the USER
is nati�ed otherwise, the sof�ware for the System, a11 Site Repeater Systems and all Console
Systems wili be upgraded to the current level every twa years. The �7SER will provide all
reasonable coordination necessazy for the upgrade of its Site Repea.ter Systems and Console
Systems.
3. The CFW shall provide radio IU►s 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 tv a third party vendor or agency.
4. The aequisition, instaIlation and maintenance of the US�R's Site Repeater Systems, and
Console Systems axe the responsibility of the USER unless otherwise sta.ted in this Agreement.
The USER will be responsible for managing infrastructure loading and demand of the USER's
Site Repeater Systems.
5. The USER will be responsible for the acquisition, programming, and maintenance of all
subscribsr radios.
6. 'The USER is the holder of the FC� (Federal Cornmunications Commission) license(s� that
the USER's Site Repeater System uses for its operation.
7. The USER is responsible for providing all leased cireuits and associated hardwaze and
soflware necessary to connect its Site Repeater Systems and Console Systems to the System. All
costs assaciated with provision of connectivity will be born$ by the USER. Connec�ivity
methods are limited to terrestrial facilities leased through a licensed carrier. Other conneetivity
methods, such as micxowave, will require the prior approva� of CFW and will result in additional
costs to the USER.
8. The CFW makes na guarantee, either express or implied, as to radio signal strength or a
specific level of radio coverage in a particular location. The USER is respansible for eonducting
appropriate and applicable in-buiiding and geographical jurisdictional portable ra.dio
eommunications coverage testing to determine the e�pected radio coverage level.
9. USER shail 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 f eld radio unit or equipment owned by USER
that is operatang on, attached and/or interfaced to the CFW infrashucture, 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 4perated field radio units or equipment opera#ing 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 CFVV shall have the right to deactivate, without priar
notification to or consent of USER, any field radio suspected of causing interference,
intentionally or unintent�onally, to any o�her 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 ta.lk groups in the programming of its subscriber units and Console Systems.
11. Either USER or CFW may tsrnunate this Agreemen# for any reason, with or without cause,
upon one hundred ei�ty (180) days written notice to the other party. The CFW, in its sole
disczerion, sha11 have the right to deny U�SER access to the radio infrastructure and/or the right #o
terminate the Agreement immediately if USER fails to make full paym�nt of invoiced system
fees within thirty (30) days of the da.te payment is due. The CFW further reserves the right to
terminate this Agreement immediately, or deny access to the USE�t, upon notice of USER
misuse of the system.
APPLICABLE �EE�
12. Effective October l, 2014, and each year thereafter as long as this Agreement is in effect,
USER shall pay ttte 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 flscal year. Further, at the beginning of
each fiscal year of tbis Agreement, the CFW may inerease the Annual Subscriber Unit Fee to
offset any actual inereased costs incurred by tbe City in the operation and maintenance af the
System. There will be no refunds or credits %r radios removed frpm service during the fiscal
year.
13. USER sha11 pay the CFW an Annual Sof�ware Upgrade Fee equal to the amount invoiced to
the CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the USER's Site
Repeater Systems, Consoles Systems and any other component subject to upgrade as a result of
the upgrade of tbe System.
COMPLIANCE WITH LAWS
17. The USER shall comply with a11 current and future Federal, State, and Local laws,
Ordinances, and Mandates, inciuding Federal Communica.tions Commission rules and
regulations regarding praper use of radio communications equipment. The USER will also
comply wifih the guidelines, or procedures set out in this agreement. Furthermore, the USER is
responsible for enforcing such compliance by its employees, volwiteers, or any individual
operating �T��� subscri�er radio equipnrent. Furihermore, the �7��R will be respansible for
pa}jment of any fine:s and penaifies levied against the CFW (as the licensee) as a result of
in�pr�oper or unla��ful usE: of subseriber radio �quipment owned by U�E�:.
I_8. In order ta comply with Federal, State, and Laca1 I,aws ancU or Mandates, the CFW, as i.tie
licensee, may need to act on behalf of the L1SER regarding possible modifications,
reconf guration, or exchange of owned subscriber radia equipment in order to meet these
obligations. For as iong as this agreement is in force, the USER wili �llow the CFW to facilitate
such activities on USEF�'� be�alf as necessary.
19. In the instance where USEI� subscriber radio equipment is to be replaced in order to be in
compliance with Federal, State, and Loca1 Laws andlor Mandates, title and ownership of such
replacement subscriber radio equipment sha11 pass direcfily to USEIZ upon delivery of subscriber
radio equipment to the U��R's site. The USE� shal� provide the CFW, or its designee, with the
subscriber radio equipment to be replaced, in good working order, as aetermined 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 liabie for payment of any fees assoCiated with
upgrades to subscriber radio equipment.
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