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HomeMy WebLinkAboutContract 45459 t;try SECWARY CONTRACT NO. C U`N CA S SYSTEM AGREEMENT This COMMUNICATIONS SYSTEM AG .. M (the "Agreement") s made and entered into by and between. the City of o° rt Worth 'Fort Worth" or "' F " acting herein by and through Its du authorized ze Assistant City Manager, and. City o Richland Hills ("USER"'), acting herein by and through its duly authorized Assistant City Man ager, n i i ually referred to as a "party," collectively referred to herein as the " artl.es." The CFW or Fort Worth shall include all employees, directors, officers, agents, and authorized representatives.ves. SEE shall 'Include all employees, directors, officers, agents, and authorized representatives GIVES WHEREAS, this Agreement is made under the authority of Sections 791.0,01-791.029, Texas Grove gent Coded and WHEREAS, each governing body, in performing governmental functions or i n paying for the perfu ace of governmental functions hereunder, shall make that performance or those payments from current revenues legally, available to that ,arty; 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 p crform and to provide the governmental function or service which is the su ject ratter of'th s Agreements and WHEREAS,, each govt ng, 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 mid WHEREAS, Fort Worth owes, operates, and maintains Trunked Voice Radio Systems for the Purpose of providing Public Safety voice radio communications and is the sole license holder of the CF Trur. ed Voice Radio Systems, with all Privileges and responsibilities thereof O_. THEREFORE, Fort Worth and USER agree as follows-, I. GRANT OF LICENSE Fort Worth hereby grants the USER. s ecif%c permission, to operate USE 's owned or leased field radio equipment or equipment attached nd or r terfaced to the C FP W Trunke . Voice Radio Systems (the "Radio System infrastructure in accordance with the specific details and requirements for use as set forth in "Exhibit A Terms of sc " 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 ire the immediate withdrawal of the specified permissiolls. m ni rarnm m u tiv m a m anor i mm r aimmrmv c�e m fam rrwumim m uXi e+r mitiairry a isnmmu I( Fi ICI d RECORD City of Fort"'forth Communi ti oils Systern Agreement CITY,"' I �Y�I ��I City of Richland Hill rssw "'age I of 13 (, I O I TX,," ECERIVED n. 2o 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 and in Exhibit A. 3, COMPENSATION USER shall remit payment to Fort Worth in the amount and manner set forth in Exhi"bit A. 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 th.1s, Section 4, the term party shall include employees, directors, officers, agents, authorized representatives, subcontractors, consultants, and v unteers of the respective party. Nothing in -the pertormance 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 p6vileges granted herein, and not as agent, representative or employee of the CFW'. Subject to and is 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 omissio�ns 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 CF W, 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-APR OPRIATIONOF FUNDS Fort Worth are 'USES. 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 (1) shall promptly notify the other party in writing and (ii) may terminate this Agreement, effective as of the last clay for which sufficient funds have been appropriated. 7. RIGHT TO AUDIT USER agrees that the CFW shall, at no additional cost to the CF W, during and until the expiration, of three (3) years after termination of this Agreement, have access, to and the right to City of Fort Worth Communications System Agreement City of Richland Hills Page 2 4 f 13 examine* m ny at reasonae times a directly pertinent books, documents, papers, records, and communications, of the USER .Invol vin g transactions relating to this Agreernent. USER agrees that the CFA" 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 CF W. Which such right shall be . granted solely at the discretion of the CF W. 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 on pro er ante or to assert,any such right on any future occasion. up ap p 10. GOVERNMENTAL: POWERSAMMUNITIES It is understood and agreed that by execution of this Agreement, the neither CF W 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, & 0 illegal or unenforceable,, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired., 0, CONFIDENTIAL INFORMATION To the extent permitted by law, each party for itself and its officers, agents and employees, agrees that it shall treat all infori-nation 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 4 ly, un di se approval of the producing pai less such d'sclosure is required by law, rule, regulation, or court order, in which event each party shall notify the other in writing of such requirement in sufficient time to allow the producing party to seek injunctive or other relief to City of Fort Worth Communications System Agreement City of Richland Hills Page 3 of 13 examine at reasonable times any directly, pertinent books, documents,, papers, records, and communications of the USER involving transactions relating tothis 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. 81 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 C.FW. Which such right shall be 0 0 granted solely at the discretion of the CFW. Any assignment in violation of this provision shall be void. 91 NO WAIVER The failure of either party to 'insist upon the performance of any provision or condition of this Agreement or to exercise an 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 POWERSAMMIUNITIES 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. I L 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 Linen fo rceabil e, the validity, legality and enforceability of the remaining provisions shall V not in any way be affected or impaired. 13, 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 an stiall not disclose any such information to a third party without the prior written approval of the producing party, unless such disclosure is required by law, rule, regulation, or court order, in which event each party shall notify the other in writing of such requirement, in sufficient time to allow the producing party to seek injunctive or otner relief to City of Fort Worth Communications System Agreenient City of Richland Hills Page 3 of 13 prevent such disclosure. 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 it in any way. Each party shall notify the other in-tmediately if the security or integrity of any information of the producing party has been compromised or is believed to have been compromised. 140 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 tabor 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 Richland Hills Attn: Susan Alani.s, Assistant City Manager Ann: Charles Fletcher 1000 Throc,kmorton 6700 Baker Blvd Fort Worth T'X 76102-6311 Richland Hills, TX 76118 Facsimile: (817) 392-86514 Facsimile: 817-616-37901 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 Dive sion. In any such action, each party shall pay its own attorneys' fees, court costs, and other expenses incurred as a result of the action. City of Fort Worth Communications System Agreement City of Richland Hills, Page 4 of 13 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 his been or inance or other authorization of the entity. The other granted by proper order, resolutioIn, d* I I d, representat' party is fully entitled to rely on this warranty an ion 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. 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 toIgether constitute one and the same instrument. EXECTED, IN MULTIPLE ORIGINALS on this the day of 2 CITY OF FOR WORTH,., City of Richland Hills, A Su an Alanis Eric Strong s Cit Manager Assistant City Manager Date. ::k al- 01 00,004), 10014) te: hwo 0 ATTE ES T g 1 OKI Q000000 0 1, ByN AS Mary J. Kayser nda Cantu City Secretary City Secretary APPROVED TO FORM APPROVED TO LEGALITY. AND LEGALITY. 4, By: B y.- Assistant City Attorney City Attorney 0 S. . ALS a 4( eZ- /Ilo E .......... lygj"I I j I­M I I I MN-VI IMPA ftu woof` City of Fort Worth Communications System Agreement City of Richland Hills OFFICIAL 11 ECORD, Page 5 of 13 CITY SEC R r:i`TA11`1Yfk" F`E 1c/0R"TH TX1 lilt III 1111000 1, wann-a to�ntract Authorization. M&C-A 61" WWI Date Approved City off`Fa rt `or h C mn mica ion Sy'steiii Agreement City of Richland H ill. Pe 6 of 13 EXHIBIT"' A C'A r rEGORV 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 "Conso e System" shall mean all hardware and software associated with any dis,patch console or set of consoles operated by the USER that are connected to the CFW Master Switch. "Interoperable Communications Governance Committee" ("Governance Committee") shall mean that group of 'individuals tasked with maintaining and administering the Interloperable Communications Plan. The Governance Committee shall consist of ten to fifteen individuals with CFW selecting at least one representative and each classification of users selecting at least one representative. The Governance Committee shall determine and may periodically adjust the number of members and the method .for selecting members for each classification of users with a goal of ensuring that the Governance Committee reflects the full, range of user types. "Infrastructure Support Fee"' shall mean the annual fee charged by CF'W to offset costs 0 incurred by the CFW in the operation and maintenance oftheRadio System. 0, "Interoperab Communications le Cmunications Plan"" the "Plan") i-neans the plan developed and established by CFW and the Governance Committee to facilitate, enhance and siniptiiy radio communications among all agencies utilizing the Radio System or connecting their Site Repeater Systems or Console Systems to the CFW Master Switch. The Plan is availableupon request from CFW or can be found on the CFW website at bttp:/'/fortw+ rthtexas.gov/itsollut*lons/. "Master, Switch" shall can the primary processing and network infrastructure to which all Console Systems: and Site Repeater Systems must connect in order to, operate on the Radio Systern. The Master Switch is currently located at the CFW Eagle Mountain facility, "Over I I he Air R'keying" (I'OTARII) shall mean the management and support of Subscriber .1 transmission. Radio encryption keys via over-me-air, radio ch annel 11 TAR Administration Fee" shall mean the annual fee charged by CFW to offset costs incurred by the CFW in the management and support of Subscriber Radio, encryption keys administered through the Radio System's, OTAR functions. "Over the Air Programming" (",O,TAP") shall mean the method of implementing programming changes to Subscriber Radios, using the over-the-,air data capabilities of the Radio System. City of Fort Worth Communications System Agreement City of Richland I-lills Page 7 of 13 "rrivate Call" shall mean a feature that i'-eserves channel resources specifically for conversations between two Subscriber Radios. "Site Repeater System" shall m.ean the base stations, shelter, tower and all site-speci Of ic hardware and software infrastructure associated with the provision of a radio site connected to the CFW Master Switch. System Upgrade Agreement Fee" shall can the annual fee charged by CF W to offset cost charged to CF W by Motorola Solutions for the maintenance of the Software Upgrade Agreement applicable to theUSER's Console Systems and Site Repeater Systems. "Subseri'ber Radio"' shall mean a radio that has a unique identification number and is 11 programmed to operate on the Radio System. The ten-n shall include, but not be limited to, control stations, (desk top radios), mobile radios, and portable radios. "Talk Group"' shall mean a specific group of Subscriber Radios allowed to communicate privately within that group over shared int'rastructure resources. TERMS OF USE L The installation and maintenance of the Radio System infrastructure equipment is the respons i 1 Nlity of C'FW unless otherwise stated in this Agreement. 2. The CF is the holder of the FCC (Federal Communications Com, 'nission) license ,s that the Radio System uses for its operation. This Agreement shall not be construed or interpreted to grant, convey, or otherwise provide USER with any rights whatsoever to the CFW FCC license(s) or to -the Radio Frequency spectrum used by the Radio System. 31. The CF W makes no guarantee, either express or implied, as to radio signal strength or a s Of i specific level of radio coverage n a particular location. The USER is responsible for conducting appropriate and applicable in-building and geographical coverage testing to determine the expected radio coverage level for USER's equipment. 4. USER will be responsible for the acquisition, programming, and maintenance of all equipment USER will be utilizing in connection with the Radio System 'Infrastructure, including, but not limited to, Subscriber Radios, consoles, and special equipment. 5. In order to ensure hardware and, software compatibility with the Radio System infrastructure, all Subscriber Radios and consoles intended for use by 1JSER on the Radio System shall be compliant with Pro ect, 25 standards established by the Tel eco umunicatioins, Industry Association. The use of unauthorized radios on the Radio System may result in suspended operation of the radlos, and/or to it of the Agreement. 6. USER agrees to exclusively utilize antennas specifically approved by the radio manufacturer for use with the specific models of USER"s radios. The use of short, broad City of Fort Worth commu nj cations System Agreement City of Richland Hills Page 8 of 13 spectrum, or "stubby," antennas, is not recommended. USER shall be solely liable for coverage gaps in the event USER utilizes short broad spectrum or stubby antennas or other antennas not approved by the manufacturer for use with the specific models of SER's radios. 7. No antenna gain greater than 3: DB will be allowed for mobiles and con,solettes,. 8. USER shall use due diligence in the maintenance and configuration of its Subscriber Radio equipment to ensure that no USER radio or console causes a degradation to the Radio System operation., The CFW shall have the right to remove from operation any field radio unit or equipment owned or leased by USER that is operating on,, attached and/or interfaced to the CFW infrastructure, if CFW determines in Its sole reasonable discretion that such equipment is causing interference or harrn to the Radio, 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 lb*lity of USER. Furthennore, the CFW shall have t 1 e rig t to deactivate respons 1 11 1 , without prior notification to or consent of USER, any field radio or other USER equipment suspected of causing interference, intentionally or unintentionally, to any, other radios OrI the radio, System or to the Radio System's overall operation. 9. SE 's radios may be used for voice radio communications over the Radio System infrastructure in accordance with the terms and conditions of this Agreement for as long as this Agreement remains in effect. 10. The CFW will be responsible for managing infrastructure loading and demand. CFW reserves the right, without notice to incumbent users, to enter into, a, similar agreement with other entities or, to deny the addition of new Subscriber Radio equipment to any user of the Radio System. The CFW shall have sole discretion in determining whether to allow additional users or radios based, on, CF W's, determination of whether such addition to the Radio System can be made without adversely impacting the Radio System. H. USE is prohibited from utilizing telephone interconnect on the Radio System. This prohibition shall include, but is not limited to, connecting to either ther the P'S,TN (Public Switched Telephone Network) or USER's 'Internal phone systems,) through a console patch into the Radio System or to any Subscriber Radio on the Radio System. 12. Due to the radio infrastructure resource allocations required by "Private Call," USER is not permitted to utilize "Private Call" on the Radio System. 13- USERII s utilization of data communications on the Radio System will be limited to the Radio System's OTAP functions. Perf()rmance of data communications over the Radio System is not guaranteed. For programming changes involving more than ten Subscriber Radios, USER agrees, to coordinate with CFW prior to executing changes to minimize impact on other users and on the Radio System. City of Fort Worth Communications System Agreement City of Richland Hills Page 9 of 13 14. The use of OTAR in association with Subscriber Radio encryption is prohibited without prior approval of CF W. Administration of encryption keys will be performed exclusively by CFW. USER may utilize and administer other encryption methods as required. 15. The CFW will provide USER with an Advanced System Key (ASK) for use with the USER's Subscriber Radios only. The ASK will expire annually, and USER shall be responsible for requesting a new ASK following expiration if,one is required. USER will be responsible for safeguarding the security of the ASK to prevent theft and/or loss. USER agrees to notify C14V immediately upon the theft or loss of the ASK. 16�. CF W will assign the USER Talk Group Its unique to USER operation. All Talk Group names shall include a, prefix unique to the USER's agency. No other agency will be authorized to use USER Talk Groups without the express: written permission of USER, and a copy of such permission must be on file with the CF W before such use may occur. The CFW reserves, the right to require certain Talk Group ID's to be programmed in USER radios. Additionally, 'the CFW shall have the right to limit the number of Talk Group ID's to be used by USER and to disable Talk Groups ID's as it deems appro ri p i ate. 17. The CFW has established a coordinated Interoperable Communications Plan to apply to CFW and the users, of its Radio System. USER agrees to participate in -the Plan and include the Plan's interoperable Talk Groups in the programming of its Subscriber Radios and Console Systems. 18. Roaming to other systems or the use of USER's Talk Groups on other trunked systems that are interconnected to the Radio System is p�rohibited, without prior approval by CFW., Roaming to other trunked systems will 'be limited to the Radio System's interoperable Talk Groups, although this capability may be terminated by CFW if its use is determined to result in performance degradation to either the Radio System or the interconnected trunked system. 19. 'USER may utilize a Network Management Console (NMC), to, manage its own environment. USE is responsible for acquiring and maintaining, at USER's sole cost, all components required to connect the N to the Radio System. The USER's N must be partitioned in manner to limit access to USER's own envirom-nent only and to prevent USER from viewing, accessing, or making any changes to equipment that is not owned or leased by USER., The USER must ensure the N is located in a secure area. US B ports on the NMC must be deactivated except during maintenance activity. All security patches related, to operating systems and other associated software must bernaintained, at current manufacturer-tested levels. No other software applications may be utilized by the NMC. 20. CFW generally maintains aliases for units operating on the Radio System. if the USER has acquired the capability to, modify its aliases, it may administer and maintain its own subscriber unit aliases. From that point, USER will be responsible for administering and maintaining its own subscriber, unit aliases,,,, and the CF W will no longer administer and maintain the USER's subscriber unit aliases. City of Fort Worth Conimunications System Agreement City of Richland Hills Page 10 of 13 21. USB ports on the USER's Console Systems must be deactivated except during maintenance activity. All security patches related to operating systems, and other associated software must be maintained at current manufacturer-tested levels. If required, all connectivity between-the Console Systems and the Radio System, IS the responsibility of the USER, including software, hardware and carrier services. Associated costs, will be incurred, by the USER. Unless otherwise approved by CFW, connectivity will be achieved through local terrestrial circuit facilities. The use of other connectivity methods, including but not limited to microwave or fiber,, must be approved by the CFW. USER may incur additional costs from CFA W for other connectivity methods. 22. The CFW shall execute with 'Motorola Solutions a System Upgrade Agreement for the Console Systems and Site Repeater Systems that would be affected by the soft ware upgrades,, including those owned (or leased) and operated by the "USER. Unless the 'USER is notified otherwise by CFW, the software for the Radio System, all Site Repeater Systems and all Console Systems will 'be upgraded to the current level every two years. The USER will provide all reasonable coordination necessary for the upgrade, grade of its Console Systems. USER acknowledges , that reductions in functionality may occur during the upgrade process. APPLICABLE FEES; TERMINATION; REFUNDS, 23. USER shall pay the CFA' an annual Infrastructure Support Fee in the amount Cif$2 pier month, per Subscriber Radio or console. This fee is payable in advance on an annual basis for all active radio Its issued to USER at the time of the annual billing. Invoicing wni occur on a pro- rata basis when new Radio IDs are issued,, and thereafter, at the beginning of each CFW fiscal year. There will be no refunds or credits for radios removed from service during the fiscal year. 24. If the USER subscribes to O,TAR services, the USER shall pay the CF W an annual OTAR Administration Fee in the amount of $1 per month, per Subscriber Radio,. This fee is 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 on a pro-rata basis when new Radio lDs, are issued, and thereafter,, at the beginning of each CF W fiscal year. 25. USER shall pay the CFA W an annual System Upgrade Agreement Fee equal to the amount invoiced to the CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the USER's Console Systems and any other component subject to upgrade as a result of the upgrade of the Radio System. 26. CF W shall have the right to, increase any applicable fees under this Agreement each fiscal year to offset any increased costs incurred, by CF W in -the operation or maintenance of the Radio System. Any increase in appticaole fees will be effective at the beginning of the next CFW fiscal year. CFW shall provide 'USER with 601 days' written notice of any intended fee increase, provided, however, that this notice period may 'be less than 60 days if Motorola Solutions provides CFW with less than 60 days' notice of an increase in the System Upgrade Agreement Flee and such reduced notice period shall not 'impact USER's obligation to pay the increased feel. In the event that such fee increase is unacceptable, USER may terminate this Agreement by City of Fort Worth Communications System Agreement City of Richland I lilts Page 11 of 13 providing written notice to CF W, with the effective date of such termination to coincide with the 9 N effective date ofthe increased fee. ee. 27. Either USER or C may terminate this Agreement -for any reason, with or without cause, upon ninety (90) days, written notice to the other Party. If'USER to mates, there will be no refunds, or credits for any fee. If CFW terminates, CFW will issue a refund to the USER of all. fees, except for the System Upgrade Agreement Fee, which is non-refundable, pro-rated to the end of the current fiscal year. The 01V, in its sole discretion shall have the right to deny USER access to the radio infrastructure and/or the right to terminate t. e Agreement immediately if USER falls to make full payment of invoiced system fees within thirty (30,) days of the date payment is due. The CFWfU' rther reserves the right to terminate this Agreement im,med lately, or deny access to the USER, upon notice of USER. misuse of the Radio System. Notwithstanding the foregoing, the CF W,, in its sole discretion, reserves the right to im-mediately deny access to the USER if such action is required to prevent the spread of a security breach, or threatened security breach or due to an emergency, operational issue, or other critical incident between the Master Switch and the USER's environment. The CF"W will use best efforts to restore access to the USER as soon as, possible once the security breach, emergency, operational issue, or critical 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 to mate this Agreement by mutual written consent., COMPLIANCE WITH LAWS 28. 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. The USER will also comply with -the guidelines, or procedures set out in this Agreement. Furthermore, the USER is Ne for of rein its em directors, officers, agents, responsible ing such compliance by * ployees, d' authorized representatives, subcontractors, and consultants. for USER Subscriber Radio equipment. Furthermore, the USER will be responsible for payment of any fines and penalties levied against the CF W (as the license holder) as a result of improper or unlawful use, of Subscriber,Radio equipment owned or leased by USER., 29. In order to comply with Federal, State, and Local Laws and/ or Mandates, the CFW, as 'the license holder,, may need to act on behalf of`' the USER regarding possit)I ie modifications, reconfiguration, or exchange of Subscriber Radio equipment in order to meet these obligations. IA"or as long as this Agreement is in force, the USER will allow the CF W to facilitate such activities, on US 's behalf as necessary. 30. 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, upon delivery of Subscrlber Radio equipment to the US E 's site, pass directly to, the owner of the equipment that is being replaced. The USER shall provide the CFIW, 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 City of Fort Worth Communications System Agreement City of Richland Hills Page 12 of 13 payment of any fees associated with radios deemed to be not in proper working order. USER 9 shall be liable for payment of any fees associated with upgrades to Subscriber Radio equipment. [End of Document] City Fort Worth Communications System Agreement it of Richland Hills Page 13 of 13 NI&C Review Page I of 2 Official site of the City of Fort Worth,Texas CITY NCI L AGENDA FORT WORTH COUNCIL ACTION." Approved on 31/18/20 4 REFERENCE 04CITY OF RICHLAND HILLS DATE.- 3/18/2014 NO.,: **C-267014 LOG NAIVE. COMMUNICATIONS SYSTEM AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT': Authorize Execution of a Communications System Agreement with the City of Rig land Hills fore Participation in the City of Fort Worth 11 s, T'wo,-Way Plublic Safety Radio System at No Cost to the City of Fort Worth (ALL COUNCIL DISTRICTS) luummill MEMO RECOMMENDATION.: It is recommended that the"City Council authorize the execution of a Communications System Agreement with the City of Richland Hills for participlation in the City of Fort Worth's Two-Way Public Safety Radio System. The City of Richland Hills will re,im�burse it share of operations and maintenance to ensure no cost',to the City of Fort Worth with annual reimbursement estimated to be approximately $12,1,312.0!0. In addition, the City of Richland Hills will reimburse the City of Fort Worth for its share of the Soft ware Upgrade Agreement. DISCUi�SSION: Thee City of Fort Worth (City) maintains,Agreements to provide access to its two-way radio systems, by other public safety agencies ins 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 r,espon,d'e:rs to communicate with one another when responding to incidents. In February 2014, the City of Richland Hills (Richland Hills) approved: a Communications System Agreement to operate on the City's new digital Pubilic Safety Radio System. Richland Hills will provide its own radios and dispatch center, but will utilize the City's radio infrastructure for, its public, safety communications. Richland Hills currently utilizes the C,ity"s legacy radio system and is, scheduled to transition to the new system in March 2014. Because the new system operates under different technical standards, a new Agreement is required. 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 maintain dispatch consoles. The use of a, single Software Agreement to cove�r all users will result ins a 9.1 percent,discount ins the cost for all agencies, including the City. The Communications System Agreement with Richland Hills allows the City to invoice Richland Hills for its share of the Motorola Software Upgrade Agreement, as well as Richland Hiills' a,nnual subscriber fee which is estimated to be approximately $21,312.00 annually. FISCAL INFORIVIATION/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 1 P168 475700 00460201 $21312,010 http!-.//apps.cfwnet.org/co-Linci,l,_I)acket/mc—review.asip'?IDl:---1 9538&cotinc11date=3/18/2014 3/20/2014 Submitted for Cifty Mangger's Off ice by: S uilsan Alanis 1 Odginating Dg amen Head-, Peter Anderson (8781 Additional Information Contact: Steve Streiffert (2,221) Alan Girton (8484) ATTACHMENTS h :/ ,pps.cfwne .org tn"" : � 9��8 a ,,c l ar =3/18/2014 3/201/2014 I