HomeMy WebLinkAboutContract 53434 r7y SECRETARY
NO
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 Wise, County of
("USER"), acting herein by and through its duly authorized J. D. Clark ,
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, 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:
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.
OFNUAL RECORD
MY SECRETARY
Communications System Agreement Page I of 9
2. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City of Fort Worth (the "Effective Date") 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 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 f'or 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
respondent 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.
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.
Communications System Agreement Page 2 of 9
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.
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 a City information
has been compromised or is believed to have been compromised.
13. Force Maieure. 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. 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 Wise, County of
Attn: Kevin Gunn, Assistant City Manager Attn: J.D. Clark
200 Texas Street 101 N Trinity Street
Fort Worth TX 76102 Decatur, Texas 76234
Facsimile: (817) 392-8654 Facsimile: (940)627-5743
With Copy to the City Attorney
At same address
Communications System Agreement Page 3 of 9
15. 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.
16. 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.
17. 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. This Agreement may not be
amended unless set forth in writing and signed by both parties.
[Signature Page Follows]
Communications System Agreement Page 4 of 9
CITY OF FORT ORTH: WISE, C TY OF:
By: By:
evin Gu J. D. Cl k
Assistant ity anager County ge
Date: 7,174 ZV Date: D t`� A
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:
Name: Alen Girton
Title: Senior IT Manager
APPROVED TO FORM APPROVED TO LEGALITY:
AND LEGAL Y.
By: By:
.Stron Name:
Assistant Cit Attorney Title:
ATTEST: ATT4cEST:( kLw-�
ary J. Kay r Name:
City Secretary �� �itle:
Ex-Utlicio Cleric of Commiasiom Court
Form 1295: /' U' County Clerk.Wise County.
Contract Authorization'
M&C: din' (�t7�aX�4S
Date Approved: ��• 2�_
OFFICIAL RECO6
CITY SECR ETAS° u
FT.WORTH,T
Communications System Agreement Page 5 of
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.
"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 USER's 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
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.
Communications System Agreement Page 6 of 9
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, resulting from the expansion of capacity of the System and associated hardware and
software required to accommodate the USER's 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 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. 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.
Communications System Agreement Page 7 of 9
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
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. The CFW will establish acoordinated 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.
11. 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
12. USER shall pay the CFW an Annual Subscriber Unit Fee in the amount of S2.10 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
apro-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.
13. USER shall pay the CFW an Annual Software Upgrade Fee equal to the amount
invoiced to the CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the USER's
Site Repeater Systems, Consoles Systems and any other component subject to upgrade as a result
of the upgrade of the System.
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
Communications System Agreement Page 8 of 9
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.
15. 1n 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.
16. 1n 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 with upgrades
to subscriber radio equipment.
Communications System Agreement Page 9 of 9
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORTH
REFERENCE **M&C 20- 04WISE COUNTY
DATE: 1/14/2020 NO.: 0002 LOG NAME: COMMUNICATIONS SYSTEMS
AGREEMENT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Communications Systems Agreement with Wise County 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 Systems
Agreement with Wise County for participation in the City of Fort Worth's Two-Way Public Safety
Radio System in which the Wise County 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 first responders to
communicate with one another when responding to incidents.
In October 2019, Wise County (County) approved a Communications System Agreement to use a
portion of the City's digital Public Safety Radio System. The County will provide its own radios, radio
towers and infrastructure required to provide coverage for the County, but will utilize the City's P25
radio master switch or core, to run its system. The addition of the County will require no change or
expansion to the City's radio system.
To ensure the software and hardware levels of the radio systems remain current and under support,
the City utilizes a Motorola System Upgrade Agreement that encompasses all external agencies
which connect to the City's P25 master switch. The use of a single System Upgrade Agreement to
cover all users results in a 14 percent discount in the cost for all agencies, including the City. The
Communications System Agreement with Wise County allows the City to invoice the County for its
share of the Motorola System Upgrade Agreement as well as the County's annual subscriber fee.
The annual charges to be invoiced to Wise County is estimated to be $35,752.00.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation, funds will be
deposited into the General Fund. The Information Technology Solutions Department (and Financial
Management Services) is responsible for the collection and deposit of funds due to the City, and prior
to any expense incurred, the Information Technology Solutions Department also has the
responsibility to validate the availability of funds.
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 ID I I Year Chartfield 2
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27571&councildate=l/14/2020 1/16/2020
M&C Review Page 2 of 2
Submitted for City Manager's Office by: Kevin Gunn (2015)
Originating Department Head: Roger Wright(2230)
Additional Information Contact: Roger Wright(2230)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc review.asp?ID=275714councildate=1/14/2020 1/16/2020