HomeMy WebLinkAboutContract 57554 CSC No.57554
SUBSCRIBER SERVICES AGREEMENT
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 City of Grand Prairie ("USER"), acting herein by
and through its duly authorized Deputy 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, 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:
I. 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.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Subscriber Services Agreement Page I of 7
2. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City of Fort Worth (the "Effective Date")and shall continue
in full force and effect unless terminated in accordance with the provisions set forth herein and in
Exhibit A.
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 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, 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 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
Subscriber Services Agreement Page 2 of 7
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 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 Maier ure. 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.
Subscriber Services Agreement Page 3 of 7
15. Insurance. Prior to the commencement of work under this Contract, CFW shall
obtain and shall continue to maintain at no cost to the USER, in full force and effect during the
term of this Contract, a comprehensive liability insurance policy with a company licensed to do
business in the State of Texas and rated not less than "A" in the current Best Key Rating Guide,
which shall include bodily injury,death,automobile liability,worker's compensation,and property
damage coverage, in accordance with any USER ordinance or directive. The minimum limits for
this coverage shall be $1,000,000.00 per occurrence / $2,000,000 aggregate for general liability
and for property damage, and $1,000,000 combined single limit for automobile liability unless
modified in accordance with any ordinance or directive. Insurance obtained by CFW shall be
primary and noncontributory, and USER shall be named as an additional insured under the general
liability and automobile policies. A provision shall be incorporated in the policies whereby USER
shall be given at least thirty (30) days prior notice of any material change in coverage or of
cancellation of such policies, and CFW shall provide the USER with a copy of any such notice of
material change in coverage or cancellation of any such policies, within three (3)business days of
its receipt of such a notice. For purposes of this section, a material change in coverage includes,
but is not limited to, a reduction in coverage below the amounts required under this agreement.
CFW shall provide a waiver of subrogation in favor of the USER on all coverages and represents
that it has taken all actions necessary under the policy or policies for the USER to have the status
of additional insured and to effectuate any required waiver of subrogation. CFW shall furnish the
USER with original copies of the policies or certificates evidencing such coverage prior to
commencement of any work under this Contract. CFW may provide USER a certificate of self-
insurance in lieu of the insurance required by this section.
16. 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 Grand Prairie
Attn: IT Director Attn: Keshnel Penny
200 Texas Street 300 W. Main Street
Fort Worth TX 76102 Grand Prairie, TX 75050
Facsimile: (817) 392-8654 Facsimile: (972)237-8113
With Copy to the City Attorney
At same address
17. 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.
18. 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
Subscriber Services Agreement Page 4 of 7
authorization of the entity. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
19. 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
Subscriber Services Agreement between the parties shall be terminated simultaneously with the
final execution of this Agreement by both parties.
20. 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.
21. 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.
22. 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.
Agreed and Accepted:
CITY OF GRAND PRAIRIE:
By: �UZ- 0
Name: Cheryl Y. DeLeon
Title: Deputy City Manager
Date: 5/12/2022
APPROVED TO FORM AND LEGALITY
By: Assistant City Attorney
Name: Mark E.Dempsey
Title: Deputy City Attorney
ATTEST:
forBy: -6�
Name: Mona Lisa Galicia
Title: City Secretary
Subscriber Services Agreement Page 5 of 7
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By: YA!ene W-hingt—(Mar 29,202214:51 CDT) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: M d r 29, 2422 By: 11
Alan Girton
Approval Recommended, Title: Senior IT Manager
Approved as to Form and Legality:
By.
Name: Kevin Gunn <D
Title: Director,IT Solutions By:
Name: Taylor Paris
City Secretary: Title: Assistant City Attorney
Contract Authorization:
T nn S. Goodall M&C 22-0139 03/08/2022
By: Jannette S.Goodall(Mar 31,202211:24 CDT)
Name: Jannette Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Communications System Agreement Page 7 of I I
EXHIBIT A
FEESCHEDULE
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. $70.00 per hour for work performed during regular business hours (Monday through
Friday from 7:30 AM to 6:00 PM except CFW holidays).
2. $105.00 per hour (with a tivo-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$35.00 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 CFW plus 10%.
2. Services from third-parties(such as Motorola repair depot)will be billed at the vendor's
invoiced cost to the CFW plus 10%.
Flat Rate Services
Covered Services:
• Radio Tuning and Alignment(work performed at Fort Worth Radio Services site only)
Applicable Rates:
1. $35.00 per radio for units delivered by User to the Fort Worth Radio Services site.
2. $70.00 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$70.00 if the User requests Fort Worth Radio Services staff to pick up
and deliver radios to User site.
Subscriber Services Agreement Page 7 of 7
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/08/22 M&C FILE NUMBER: M&C 22-0139
LOG NAME: 04CITY OF GRAND PRAIRIE RADIO SUBSCRIBER SERVICES
SUBJECT
(ALL)Authorize Execution of a Radio Subscriber Services Agreement with the City of Grand Prairie for the Provision of Two-Way Radio Support
Services at No Cost to the City of Fort Worth
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a radio subscriber services agreement with the City of Grand Prairie 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.
Under the proposed agreement with the City of Grand Prairie(Grand Prairie),the City will install,configure,maintain and repair certain public
safety emergency response equipment. Grand Prairie 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.
A Form 1295 is not required because:This contract will be with a governmental entity,state agency or public institution of higher education:City of
Grand Prairie
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of the agreement,funds will be deposited into the
General Fund.The Information Technology Solutions Department(and Financial Management Services)is responsible for the collection and
deposit of funds due to the City.
Submitted for City Manager's Office-W. Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015
Donlen Ruffin 2017
Contract Coversheet
T E X A S
Dept:* Information Technology Contract 21471
ID:
Contact Zipporah Slater Contact 8382 Contact zslater@gptx.org
Name: Phone:* Email:*
Vendor City of Fort Worth Vendor Alan.Girton@fortworthtexas.gov
Name: Email:
Project Name: Signature Request Subscriber Maintenance Agreement
Summary: Subscriber Services Agreement with City of Fort Worth,and City of
Grand Prairie.
Permanent Retention*
Yes No
Contract Amount Total Contract Amount over all terms
$ 0.00 $
Account# Work Order#
Dates
Implementation Date Termination Date Council Approval Date
4/5/2022 4/5/2027
Contract Approvals
Department Manager:
Ctt 'ei' Date 4/6/2022
City Attorney Signature
� fci Date 5/9/2022
City Manager Signature
C"�Y. Pt,t w' Date 5/12/2022
City Secretary Signature
� �i Date 5/13/2022
i i