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HomeMy WebLinkAboutContract 44757-A1 100 FIRST AMENDMENT TO a g g V �'� FORT WORTH CITY SECRETARY CONTRACT NO. 44757 This First Amendment to Fort Worth City Secretary Contract No. 44757 ("First Amendment") is made between the City of Fort Worth ("FORT WORTH"), a municipal corporation, acting herein by and through Susan Alanis, its duly authorized Assistant City Manager and City of Keller, a member city of the Northeast Tarrant County Radio Consortium, ("USER") acting herein through its duly authorized City Manager, Mark Hafner. WHEREAS, FORT WORTH and USER entered into an Agreement identified as Fort Worth City Secretary Contract No. 44757, effective August 29, 2013 (the "Agreement"); and WHEREAS, USER wishes to subscribe to additional services of the CFW Trunked Voice Radio Systems; and WHEREAS, it is the collective desire of both FORT WORTH and USER to amend the Agreement to include additional services of the CFW Trunked Voice Radio Systems. NOW THEREFORE, KNOWN ALL BY THESE PRESENT, FORT WORTH and USER, acting herein by the through their duly authorized representatives, enter into this First Amendment, which amends the Agreement as follows: 1. The Agreement is hereby replacing Exhibit A of the Agreement with the Exhibit A attached to this First Amendment. 2. All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] OFFICIAL RECORD CITY 6ECRETARY FT.WORTH,Tx First Amendment to Fort Worth City Secretary Contract No. 44757 Page 1 of 7 �, EXECUTED IN MULTIPLE ORIGINALS on this the day of 20/1' APPROVED FOR APPROVED FOR CITY OF FORT WORTH: CITY OF KELLER: By: By. �rl,;A — Su Alanis Mark Hafner Assistant City Manager City Manager Date: 0./ Date: 17 APPROVED AS TO FORM AND LEGALITY: By: hn B. trong Assistant City Attorney ATTEST: : V: R 7' By: U 1 ary J. K *` ! City Secretary �XA�S Contract Authorization: M&C: Ci -o7g5a+l Date Approved: �- q - Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. >(Z k-I- I Z(� S eve Streiffert Assistant Director,IT Solutions Department OFFICIAL RECORD CITY SECRETARY FT.WORTFI,TX First Amendment to Fort Worth City Secretary Contract No.44757 Page 2 of 7 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 "CFW Trunked Voice Radio System" shall mean the site repeaters owned and operated by CFW. "Console System" shall mean all hardware and software associated with any dispatch console or set of consoles owned and operated by the USER that are connected to the CFW master switch. "Infrastructure Support Fee" shall mean the annual fee charged by CFW to offset any actual increased costs incurred by the City in the operation and maintenance of the radio systems. The annual Infrastructure Support Fee is billed per active subscriber radio ID, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur when new radio IDs are issued on a pro-rata basis, and thereafter, at the beginning of each CFW fiscal year. There will be no refunds or credits for radios removed from service during the year billed. "Interoperable Communications Plan" means the plan developed and established by CFW to enhance and simplify radio communications among all agencies utilizing the CFW public safety radio system or connecting its Site Repeater Systems or Console Systems to the CFW master switch. "Master Site" shall mean the hardware and software provided by CFW as the core component of the Motorola Solutions ASTRO 25 radio communications system. All Site Repeater Systems must connect to the Master Site. "Software Upgrade Agreement Fee" shall mean the annual fee charged by CFW to offset cost incurred by the City from Motorola Solutions for the maintenance of the Software Upgrade Agreement applicable to the NETCO member cities' Site Repeater Systems and Console Systems. "Site Repeater System" shall mean the base stations, shelter, tower and all site-specific hardware and software infrastructure associated with the provision of a radio site owned and operated by the NETCO member cities to be connected to the CFW master switch. "Subscriber Radio" shall mean a control station (desk top radio), mobile radio, or portable radio, which has a unique identification number and is programmed to operate on the CFW Trunked Voice Radio System. First Amendment to Fort Worth City Secretary Contract No.44757 Page 3 of 7 "Talk Group" shall mean a specific group of subscriber units allowed to communicate privately within that group over shared infrastructure resources. TERMS OF USE 1. The CFW shall provide and maintain the Motorola Solutions ASTRO 25 Master Site to which the NETCO member cities' Site Repeater Systems and Consoles System will connect. If the NETCO member cities increases its number of Site Repeater Systems or Console Systems, the NETCO member cities will incur all costs equally, if any, resulting from the expansion of capacity of the System and associated hardware and software required to accommodate the NETCO member cities' additions. 2. The CFW shall execute with Motorola Solutions a Software Upgrade Agreement for the System, every ASTRO 25 radio site connecting to the System, including those owned and operated by the NETCO member cities, and all other hardware such as Console Systems that would be affected by the software upgrades, including those owned and operated by the USER. Unless the NETCO member cities are notified otherwise, the software for the System, all Site Repeater Systems and all Console Systems will be upgraded to the cunent level every two years. The NETCO member cities will provide all reasonable coordination necessary for the upgrade of its Site Repeater Systems and Console Systems. 3. The CFW shall assign the USER exclusive use of a block of radio IDs adequate for all radios and dispatch consoles owned and operated by the USER. USER agrees to assign radio IDs exclusively from the assigned block for all radios and dispatch consoles owned and operated by the USER. USER must provide written authorization to the CFW prior to the release of the USER's radio IDs or any other information to a third party vendor or agency. 4. The acquisition, installation and maintenance of the NETCO member cities' Site Repeater Systems, and Console Systems are the responsibility of the NETCO member cities unless otherwise stated in this Agreement. The NETCO member cities will be responsible for managing infrastructure loading and demand of the NETCO member cities' Site Repeater Systems. 5. USER's radios will have access to CFW Trunked Voice Radio System infrastructure only via the North Beach and Eagle Mountain sites and access will be limited to no more than 20 channels. USER acknowledges that access to CFW infrastructure is intended as secondary in nature. Therefore, if USER radio equipment is within range of one of USER's radio sites, the radio will be denied access to the CFW radio site. 6. The USER will be responsible for the acquisition, programming, and maintenance of all subscriber radios. 7. The installation and maintenance of the CFW Trunked Voice Radio System infrastructure equipment is the responsibility of CFW unless otherwise stated in this Agreement. First Amendment to Fort Worth City Secretary Contract No. 44757 Page 4 of 7 8. The Cities of Euless, Bedford and Southlake are the holders of the current FCC (Federal Communications Commission) license(s) that NETCO member cities' Site Repeater System uses for its operation. CFW is the holder of the FCC license(s) that the CFW Trunked Voice Radio System uses for its operations. Nothing in this Agreement shall be construed or interpreted to grant either party any entitlement whatsoever to the rights and privileges granted to the other party by virtue of its license or to any Radio Frequency spectrum assigned to the other party. 9. The NETCO member cities are 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 NETCO member cities. Connectivity methods are limited to terrestrial facilities leased through a licensed carrier. Other connectivity methods, such as microwave, will require the prior approval of CFW and will result in additional costs to the NETCO member cities. 10. 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. 11.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 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. 12. 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. 13. Either USER or CFW may terminate this Agreement for any reason, with or without cause, upon three hundred sixty five (365) days written notice to the other party. The CFW, in its sole discretion, shall have the right to deny USER access to the 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, or deny access to the USER, if within twenty-four (24) hours after notice of USER misuse of the system, the USER fails to discontinue the misuse. Notwithstanding the foregoing, the CFW, in its sole discretion, reserves the right to immediately deny access to the USER if such action is required to First Amendment to Fort Worth City Secretary Contract No. 44757 Page 5 of 7 prevent the spread of a security breach, threatened security breach, emergency , operational issue, or other critical incident between the Master Site and the Site Repeater System. The CFW must immediately restore access to the USER once the security breach, emergency operational issue, or critical incident is resolved. APPLICABLE FEES 14. USER shall pay the CFW an Annual Subscriber Unit Fee in the amount of $5.00 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. 15. USER shall pay the CFW an Annual Software Upgrade Fee equal to its pro rata share of the amount invoiced to the CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the NETCO member cities' Site Repeater Systems, Consoles Systems and any other component subject to upgrade as a result of the upgrade of the System. USER 's pro rata share will be based on the amount invoiced to CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the NETCO member cities' Site Repeater Systems, Consoles Systems and any other component subject to upgrade as a result of the upgrade of the System. The Site Repeater Systems cost will be divided by the total number of NETCO member cities. The costs associated with the Console Systems and any other component subject to upgrade will be determined by the USER's actual number of Console Systems and other upgraded components as of the date of the invoice. If any NETCO member city fails to make full payment of invoiced system fees within sixty (60) days of the date payment is due, or if the number of NETCO member cities decreases at any time, USER agrees to pay its equal share of that NETCO member city's invoice divided by the number of remaining NETCO member cities. COMPLIANCE WITH LAWS 16. 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. Furthelmore, 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. First Amendment to Fort Worth City Secretary Contract No.44757 Page 6 of 7 17. In order to comply with Federal, State, and Local Laws and/ or Mandates, the CFW, as the licensee, may need to act on behalf of the USER regarding possible modifications, reconfiguration, or exchange of owned subscriber radio equipment in order to meet these obligations. For as long as this agreement is in force, the USER will allow the CFW to facilitate such activities on USER's behalf as necessary. 18. In the instance where USER subscriber radio equipment is to be replaced in order to be in compliance with Federal, State, and Local Laws and/or Mandates, title and ownership of such replacement subscriber radio equipment shall pass directly to USER upon delivery of subscriber radio equipment to the USER's site. The USER shall provide the CFW, or its designee, with the subscriber radio equipment to be replaced, in good working order, as determined by the CFW or its designee. USER shall be liable for payment of any fees associated with radios deemed to be not in proper working order. USER shall be liable for payment of any fees associated withupgrades to subscriber radio equipment. First Amendment to Fort Worth City Secretary Contract No. 44757 Page 7 of 7