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HomeMy WebLinkAboutContract 51594 CITY SECRETARY CONTRACT NO. 515 Q�o�34 os�o��y SUBSCRIBER SERVICES AGREEMENT s G\ �� 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 Johnson County Emergency Service District No. 1 ("USER"), acting herein by and through its duly authorized Executive Director, 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: 1. 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. City of Fort Worth Subscriber Services Agreement LOFFICAALCORD Johnson County Emergency Service District No. 1 Page 1 of RETARY RTH,`f 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 "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 21st 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 forty-five (45) 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. By entering into this Agreement, neither party waives, nor shall be deemed to waive, any right, immunity, or defense it may have under applicable law, statute, rule, or regulation. 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. It is expressly understood and agreed that CFW shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of USER. Subject to and in accordance with the conditions and City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. 1 Page 2 of 8 provisions of this Agreement, CFW 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. CFW acknowledges that the doctrine of respondeat superior shall not apply as between USET, its employees, directors, officers, agents, and authorized representatives, and CFW and its employees, directors, officers, agents, authorized representatives, subcontractors, and consultants. CFW 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 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. CFW agrees that USER shall, at no additional cost to the USER, 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 CFW involving transactions relating to this Agreement. CFW agrees that USER shall have access during normal working hours to all necessary CFW facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. USER shall give CFW reasonable advance notice of intended audits. 8. ASSIGNMENT The parties 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 other party. Such right shall be granted solely at the discretion of the affected party. 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. City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. 1 Page 3 of 8 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. To the extent permitted by law, CFW for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by USER as confidential ("District Information") and shall not disclose any such information to a third party without the prior written approval of USER, unless such disclosure is required by law, rule, regulation, court order, in which event CFW shall notify USER in writing of such requirement in sufficient time to allow USER to seek injunctive or other relief to prevent such disclosure. CFW shall store and maintain District Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt District Information in any way. CFW shall notify USER immediately if the security or integrity of any District Information has been compromised or is believed to have been compromised. 14. 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 City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. 1 Page 4 of S 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 Johnson County Emergency District No. 1 Attn: Susan Alanis, Assistant City Manager Attn: Tom Foster,Executive Director 200 Texas Street 2451 Service Drive Fort Worth TX 76102 Cleburne, Texas 76033 Facsimile: (817) 392-8654 Facsimile: (817) 556-2221 With Copy to the City Attorney At same address and District's Attorney at: Ken Campbell BURNS ANDERSON JURY& BRENNER, L.L.P. P. O. Box 26300 Austin, Texas 78755-6300 16. GOVERNING LAW/VENUE If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. In any such action, each party shall pay its own attorneys' fees, court costs and other expenses incurred as a result of the action. 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 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. 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. Any previously executed Subscriber Services Agreement between City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. 1 Page 5 of 8 the parties shall be terminated simultaneously with the final execution of this Agreement by both parties. 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 together constitute one and the same instrument. 20. 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. 21. COMPLIANCE WITH LAWS. The Parties 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. [Signature Page Follows] City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. I Page 6 of 8 EXECUTED IN MULTIPLE ORIGINALS on this the_day of/ 20 I11 . CITY OF FORT WORTH: JOHNSON COUNTY EMERGENCY SERVICE DISTRICT NO. 1: By: By: rA� S san Tanis om Fos A nt City Manager Executiv Director Date: ( t 1 elle. Date: 119 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. By: a t Name:'Steve Streiffe Title: Assistant IT Director APPROVED TO FORM APPROVED TO FORM AND AND LEG LI'TY: AND UGAL Y By: By: /J.B'. Sonvaorney I Kph Campbell District's Assistant City Attor - r 0 ........... ` ATTES .�4` ATTEST: By: f .T By: M y e ,� Name: City Sec Lary Title: Form 1295: Contract Authorization: M&C: ti, - Date Approved: City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. I OFFICIAL.RECORD Page 7 of 8 CITY SECRETARY FT WORTHo TX EXHIBIT A FEE SCHEDULE 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. $67.00 per hour for work performed during regular business hours (Monday through Friday from 7:30 AM to 6:00 PM except CFW holidays). 2. $100.50 per hour(with a two-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$33.50 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 City plus 10%. 2. Services from third-parties(such as Motorola repair depot)will be billed at the vendor's invoiced cost to the City plus 10%. Flat Rate Services Covered Services: • Radio Tuning and Alignment (work performed at Fort Worth Radio Services site only) Applicable Rates: I. $33.50 per radio for units delivered by User to the Fort Worth Radio Services site. 2. $67.00 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$67.00 if the User requests Fort Worth Radio Services staff to pick up and deliver radios to User site. City of Fort Worth Subscriber Services Agreement Johnson County Emergency Service District No. I Page 8 of 8 M&C Review Official CITY (COUNCIL AGENDA FoR 1 COUNCIL ACTION: Approved on 1111, W201,8, DATE: 11/13/2018 REFERENCE**C-28926 LOG 04JOHNSON COUNTY ESD NO. 1 NO.: NAME: RADIO SUBSCRIBER SERVICES CODE: C TYPE: CONSENT PUBLIC NO NO SUBJECT: Authorize Execution of a Radio Subscriber Services Agreement with Johnson County Emergency Service District No. 1 for the Provision of Two-Way Radio Support Services 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 Radio Subscriber Services Agreement with Johnson County Emergency Service District No. 1 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. In October 2018, Johnson County Emergency Service District No. 1 (Johnson County ESD No. 1) approved a Radio Subscriber Services Agreement. Under.this agreement, the City will install, configure, program, maintain and repair certain public safety emergency response equipment. Johnson County ESD No. 1 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. This contract will be with a governmental entity, state agency or public institution of higher education: (Johnson County Emergency District No.1) FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation the Information Technology Solutions Department and the Financial Management Services Department have the responsibility for the collection and deposit of funds due to the City under this Agreement. Revenue from this agreement is estimated at$5,000.00 annually and will be receipted into the General Fund. IQ http://apps.cfwnet.org/council_packet/mc review.asp?ID--26471&councildate=11/13/2018[11/16/2018 10:05:52 AM] M&C Review Fund Department Account Project Program Activity Budget Reference# Amount ID ID ( Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office byn Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Alan Girton (8484) Ron Burke (2655) ATTACHMENTS http://apps.cfivnet.org/council—packet/mc review_asp?ID--26471&councildate=l l/13/2018[11/16/2018 10:05:52 AM]