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HomeMy WebLinkAboutContract 47483 ,-ITY 69 � `. CONTRACT THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS COUNTY OF TARRANT COMMUNICATIONS SYSTEM AGREEMENT CATEGORY 2— GOVERNMENT ENTITY MASTER SWITCH USER 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 Arlington ("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 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. NOW THEREFORE, Fort Worth and USER agree as follows: OFFIGUAL wys City of Fort Worth Communications System Agreement {: ,� City of Arlington - �W)RITA rl'K Page 1 of 9 = - �__- 1. GRANT OF LICENSE Fort Worth hereby grants the USER specific permission to operate its owned Motorola Solutions ASTRO® Site Repeater System, Console System or 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 requirements for use as set forth in "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. City of Fort Worth Communications System Agreement City of Arlington Page 2 of 9 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. City of Fort Worth Communications System Agreement City of Arlington Page 3 of 9 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, USER for itself and its officers, agents and employees, agrees that it shall treat all information provided 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 shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. USER shall notify the City immediately if the security or integrity of any City information 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 Exhibits attached hereto, contains the entire understanding and agreement between Fort Worth and USER as to the matters contained herein. Any prior or City of Fort Worth Communications System Agreement City of Arlington Page 4of9 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. EXECUTED IN MULTIPLE ORIGINALS on this the day of 20 I cc. CITY OF FORT WORTH: CITY OF ARLINGTON: By:K 1, By: r n Alanis Name: Theron L.Bowman Ph.D. ista t C'ty Manager Title: Deputy City Manager Date: Date: ATTEST: = ATTEST: By; 00 By: Mary . seri Name: �✓� City Secretary Title: - � As . teen APPROVED TO FORM APPROVED TO AND LEGALI By: By: . S.QSS�Cw Svur-� Name: Assistant City Attorney Title: p ,��,, .:J:j Contract Authorization- M&C: 6 Date Approved: Q LM01IFFICUAL RETARV RT MV IM City of Fort Worth Communications System Agreement City of Arlington Page 5of9 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. "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 USER 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 USER's Site Repeater Systems and Consoles System will connect. If the USER increases its number of Site Repeater Systems or Console Systems, the USER will incur all costs, if any, City of Fort Worth Communications System Agreement City of Arlington Page 6of9 resulting from the expansion of capacity of the System and associated hardware and software required to accommodate the USER's additions. 2. The USER shall execute with Motorola Solutions a System 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 Console Systems that would be affected by the software upgrades, including those owned and operated by the USER. USER agrees to allow the CFW to schedule the upgrade of the USER's Site Repeater Systems and Console Systems connected to the Master Site as part of the upgrade of all Site Repeater Systems, Console Systems and Master Site. Unless the USER is 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 USER will provide all reasonable coordination necessary for the upgrade of its Site Repeater Systems and Console Systems. 3. The CFW shall provide radio IDs 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 USER's Site Repeater Systems, and Console Systems are the responsibility of the USER unless otherwise stated 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 subscriber radios. 6. The USER is the holder of the FCC (Federal Communications Commission) license(s) that the USER's Site Repeater System uses for its operation. 7. The USER is responsible for 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 USER. 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 USER. 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 infrastructure, if such equipment is found to cause interference or harm to the system in any way. The CFW reserves the right to City of Fort Worth Communications System Agreement City of Arlington Page 7 of 9 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. CFW shall establish a way to credential and provide identification for certain contractors of USER in order to allow access by contractor personnel without escort to meet requirements of this agreement related to maintenance and upkeep. USER and its contractors agree to comply with the CFW's standard policy for gaining entry to the premise and building associated with the tower site. The CFW will provide USER the documentation describing entry policy and procedure, and will provide updates when applicable. The CFW will provide personnel designated by the USER with credentials and identification cards necessary to gain entry to restricted areas. USER agrees to notify the CFW immediately of any personnel changes requiring revision or revocation of credentials, and to provide a current list of personnel requiring access to restricted areas no later than October 31 of each fiscal year. The CFW, at its sole discretion, may revoke credentials of USER personnel and USER's contractor personnel. USER agrees that personnel requiring access to restricted areas may be subject to background checks, mandatory training, and other requirements of the CFW or other governing authorities. 11. 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. 12. Either USER or CFW may terminate this Agreement for any reason, with or without cause, upon one hundred eighty (180) days written notice to the other party. The CFW, in its sole discretion, shall have the right to deny USER access to the radio 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 immediately, or deny access to the USER, upon notice of USER misuse of the system. APPLICABLE FEES 13. Each year 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. There will be no refunds or credits for radios removed from service during the fiscal year. City of Fort Worth Communications System Agreement City of Arlington Page 8 of 9 COMPLIANCE WITH LAWS 14. 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 responsible for enforcing such compliance by its employees, volunteers, or any individual operating USER subscriber radio equipment. Furthermore, the USER will be responsible for payment of any fines and penalties levied against the CFW (as the licensee) as a result of improper or unlawful use of subscriber radio equipment owned by USER. City of Fort Worth Communications System Agreement City of Arlington Page 9 of 9 M&C Review CITE COUNCILAGENDA FORT WORTE] REFERENCE LOG 04CITY OF ARLINGTON DATE: 1/26/2016 NO.: * C-27604 NAME: COMMUNICATIONS SYSTEMS AGREEMENTS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Communications System Agreement and Communications Tower License Agreement with the City of Arlington 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 System Agreement and a Communications Tower License Agreement with the City of Arlington for participation in the City of Fort Worth's Two-Way Public Safety Radio System in which the City of Arlington will reimburse its share of operations and maintenance to ensure no cost to the City of Fort Worth. DISCUSSION: The City of Fort Worth (City) maintains Agreements to provide access to its two-way radio systems by other public safety agencies in North Central Texas. 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 Arlington (Arlington) approved a Communications System Agreement and a Communications Tower License Agreement to use a portion of the City's digital Public Safety Radio System and to lease space on the City's Rolling Hills Radio Tower. Arlington will provide its own radios and infrastructure to provide coverage for Arlington, but will utilize the City's P25 radio master switch, or core, to run its system. Arlington will also use the City's radio tower to extend its microwave system to Fort Worth. This will allow both jurisdictions to share bandwidth on each other's microwave systems. The addition of Arlington will require no change or expansion to the City's radio system. The Communications System Agreement and Communications Tower License Agreement with Arlington allows the City to invoice Arlington for space on the Rolling Hills Radio Tower as well as Arlington's annual subscriber fee. Annual reimbursement to the City is estimated to be $41,906.40. Form 1295 is not required for this M&C because these contracts will be with a governmental entity, state agency or public institution of higher education: (City of Arlington). FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the $41,906.40 in annual revenue generated from these Agreements will be included in the upcoming fiscal year's budget and that the Information Technology Services Department is responsible for the collection and deposit of funds. http://apps.cfwnet.org/council_packet/mc review.asp?ID=21865&councildate=1/26/2016[1/25/2016 10:04:01 AM] MC Review TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) 60105 0046020 4404005 $41,906.40 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID I I Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Alan Girton (8484) Ron Burke (2655) ATTACHMENTS http://apps.cfwnct.org/council.packet/me review.asp?ID=21865&councildate=1/26/2016[1/25/2016 10:04:01 AM]