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HomeMy WebLinkAboutContract 51684 C'M(3ECRE-RR)( GO T-�AC°T NO._ 5 t Vq SUBSCRIBER SERVICES AGREEMENT This SUBSCRIBER SERVICES AGREEMENT (the "Agreement") is made and entered into by and between the City of Fort Worth ("Fort Worth" or "CFW") acting herein by and through its duly authorized Assistant City Manager, and the City of White Settlement ("USER"), acting herein by and through its duly authorized City Manager, individually referred to as a "party," collectively referred to herein as the "parties." The CFW or Fort Worth shall include all employees, directors, officers, agents, and authorized representatives. USER shall include all employees, directors, officers, agents, and authorized representatives. RECITALS WHEREAS, this Agreement is made under the authority of Sections 791, Texas Government Code; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereunder, shall make that performance or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the subject of this Agreement is necessary for the benefit of the public and each has the legal authority to perform and to provide the governmental function or service which is the subject matter of this Agreement; and WHEREAS, each governing body finds that the performance of this Agreement is in the common interest of both parties and that the division of costs fairly compensates the performing party for the services or functions under this Agreement; and WHEREAS, it is the collective desire of both Fort Worth and USER to allow Fort Worth to provide USER with installation, maintenance and repair services for wireless communications components and systems. NOW THEREFORE, Fort Worth and USER agree as follows: 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. C1�°�;ecRE aR�N0FRUAL RECORD City of Fort Worth Subscriber Services Agreement City City of White Settlement Page 1 of F.. WORTH,TX 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 thirty (30) days of receipt of any invoice for services under this Agreement. CFW shall have the right to increase any applicable fees under this Agreement each fiscal year to offset any increased costs incurred by CFW. Any increase in applicable fees will be effective at the beginning of the next CFW fiscal year. 4. LIABILITY Each party agrees to be liable for any damages or loss that may be caused by its own negligence, omission or intentional misconduct. For purposes of this Section 4, the term party shall include employees, directors, officers, agents, authorized representatives, subcontractors, consultants, and volunteers of the respective party. Nothing in the performance of this Agreement shall impose any liability for claims against either party other than for claims for which the Texas Tort Claims Act may impose liability. 5. INDEPENDENT CONTRACTOR It is expressly understood and agreed that USER shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent,representative or employee of the CFW. Subject to and in accordance with the conditions and provisions of this Agreement, USER shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its employees, directors, officers, agents, authorized representatives, subcontractors, and consultants. USER acknowledges that the doctrine of respondeat superior shall not apply as between the CFW, its employees, directors, officers, agents, and authorized representatives, and USER and its employees, directors, officers, agents, authorized representatives, subcontractors, and consultants. USER further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between CFW and USER. 6. NON-APPROPRIATION OF FUNDS Fort Worth and USER will use best efforts to appropriate sufficient funds to support obligations under this Agreement. However, in the event that sufficient funds are not appropriated by either party's governing body, and as a result, that party is unable to fulfill its obligations under this City of Fort Worth Subscriber Services Agreement City of White Settlement Page 2 of 7 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. 8. ASSIGNMENT USER shall not have the right to assign or subcontract any of its duties,obligations or rights under this Agreement without the prior written consent of the CFW. Which such right shall be granted solely at the discretion of the CFW. Any assignment in violation of this provision shall be void. 9. NO WAIVER The failure of either party to insist upon the performance of any provision or condition of this Agreement or to exercise any right granted herein shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 10. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the neither CFW nor USER waives or surrender any of its governmental powers or immunities. 11. AMENDMENTS No amendment to this Agreement shall be binding upon either party hereto unless such amendment is set forth in writing, dated subsequent to the date of this Agreement, and signed by both parties. 12. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid,illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 13. CONFIDENTIAL INFORMATION To the extent permitted by law, USER for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the CFW as confidential (`City Information") and shall not disclose any such information to a third party without the prior written approval of the CFW,unless such disclosure is required by law,rule,regulation,court order,in which event USER City of Fort Worth Subscriber Services Agreement City of White Settlement Page 3 of 7 shall notify CFW in writing of such requirement in sufficient time to allow CFW to seek injunctive or other relief to prevent such disclosure. USER shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. USER shall notify the CFW immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. 14. FORCE 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, 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 White Settlement Attn: Susan Alanis, Assistant City Manager Attn: Jeffery J. James 200 Texas Street 214 Meadow Park Drive Fort Worth TX 76102 White Settlement, TX 76108 Facsimile: (817) 392-8654 Facsimile: 817-246-8761 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 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. 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 City of Fort Worth Subscriber Services Agreement City of White Settlement Page 4 of 7 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 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 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. [Signature Page Follows] City of Fort Worth Subscriber Services Agreement City of White Settlement Page 5 of 7 EXECUTED IN MULTIPLE ORIGINALS on this the?v'lay of CITY OF FART WORTH: CITY OF WHITE SETTLEMENT: By: ` By: S' Psistant Alanis Nar : Jeffrey J. James ACity ar Title: City Pvianager Date: Date: 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: �. (q f _ "OL' l Name: teve Streiffe` Title: Assistant IT Director APPROVED TO FORM APPROV/FP TO LC4C� Y: AND LEGALITY: f= DQ-A`' By: / By:B. Stro g f Name: W -t--� S Assistant City City Attorneys `itle: City Attorney ,'add 4�• Jq} . �f w. ATTEST: AI EST: By: Mary J. K J _ ;dme: Amy Ai ld City Secretary ���� Title: City Secretary Form 1295: t' Contract Authiorizat'on: M&C: j Date Approved: — 1 OFTK'AL RECOR® City of Fort Worth Subscriber Services Agreement City of White Settlement C� i SeCRETARY Page 6 of 7 WORTH, 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: 1. $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 City of White Settlement Page 7 of 7 i 7 Y M&C Review 'Official (CITY COUNCIL AGENDA FORTWORT11 COUNCIL ACTION: Approved on 12111/2018 DATE: 12/11/2018 REFERENCE,,..,C-28960 LOG 04CITY OF WHITE SETTLEMENT NO.: NAME: COMM SYS AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Communications System Agreement and Subscriber Services Agreement with the City of White Settlement 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 Subscriber Services Agreement with the City of White Settlement for participation in the City of Fort Worth's two-way Public Safety Radio System at 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 system by other public safety agencies in Tarrant, Johnson, Dallas, Denton, Parker, Ellis, Palo Pinto and Grayson 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 responders to communicate with one another when responding to incidents. In October 2018, the City of White Settlement(White Settlement)approved a Communications System Agreement to operate on the City's Public Safety Radio System. White Settlement will provide its own radios and dispatch center, but will utilize the City's radio infrastructure for its public safety communications. At the same time, White Settlement also approved a Subscriber Services Agreement under which the City will install, configure, program, maintain and repair White Settlement's two-way radios and other emergency response equipment. 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. The Subscriber Services Agreement 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 Public Safety Communications System. Total annual revenue for the City under both agreements is estimated at $29,000.00. This contract will be with a governmental entity, state agency or public institution of higher education: (City of White Settlement). FISCAL INFORMATION/CERTIFICATION,.- The NFORMATION/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 http://apps.cfwnet.org/council_packet/mc review.asp?ID--26550&councildate=12/11/2018112/14/2018 11:35:41 AM] a y M&C Review responsibility for the collection and deposit of funds due to the City under this Agreement. Revenue from this agreement is estimated at $29,000.00 annually. TO 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 I I 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 htip://apps.cfwnet.org/council_packet/mc_review.asp?ID=26550&councildate=l2/11/2018[12/14/2018 11:35:41 AM]