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HomeMy WebLinkAboutContract 47327 (2)CITY SECRETS tiqrizt ix., CONtNACTN©. 7 cs- e° �, COMMUNICATIONS SYSTEM AGREEMENT DTh• }' MUTUAL AID ACCESS (SINGLE USE) -- GOVERNMENT ENTITY Gl 1 S COMMUNICATIONS SYSTEM AGREEMENT(the "A reement" is made This CO "Agreement") terra( 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 Town of Edgecliff Village ("USER"), acting herein by and through its duly authorized Mayor , 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 A 7 WHEREAS, this Agreement is made under the authority of Sections 791. 001 s-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 license holder of the CFW Trunked Voice Radio Systems with all privileges and responsibilities thereof; and WHEREAS, Fort Worth and USER may, in an emergency or under certain other circumstances, provide each other with public safety support or other mutual aid or emergency assistance; and WHEREAS, the parties wish to enter into this Agreement to establish the terms and conditions pursuant to which USER will be able access CFW's radio systems in connection with the provision of mutual aid assistance between the parties. NOW THEREFORE, Fort Worth and USER agree as follows: City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 1 of 10 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1. GRANT OF LICENSE Fort Worth hereby grants the USER specific permission to operate USER's owned or leased field radio equipment or equipment attached and/or interfaced to the CFW Trunked Voice Radio Systems (the "Radio System") infrastructure in mutual aid or emergency situations, provided, however, that such use must comply 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 and in Exhibit A. 3. LIABILITY With respect to the use of the Radio System, 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 3, 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. Further, this Agreement is not intended to affect the allocation of liability between the parties in connection with the provision of mutual aid assistance; liability for such mutual aid assistance shall be governed by the separate mutual aid agreement or state law provisions under which the assistance is being provided. 4. 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 with respect to the use of the Radio System and shall 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 This Agreement is not intended to affect the roles of the parties in connection with providing mutual aid assistance, coordination of mutual aid activities and chain -of -command issues shall be governed by the separate mutual aid agreement or state law provisions under which assistance is being provided. City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 2 of 10 5. NON -APPROPRIATION OF FUNDS Fort Worth and USER will use best efforts to appropnate 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. 6. 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. 7. 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 m violation of this provision shall be void. 8. 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 herem 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 9. GOVERNMENTAL POWERS/EVIMUNITIES It is understood and agreed that by execution of this Agreement, neither CFW nor USER waives or surrender any of its governmental powers or immunities. 10. 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. City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 3 of 10 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 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 requitement in sufficient time to allow CFW to seek injunctive or other relief to prevent such disclosure. USER shall stoie 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. 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, 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. 14. NOTICES. I\ otices 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 Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 With Copy to the City Attorney At same address City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 4 of l0 Town of Edgecliff Village Attn: Mayor 1605 Fdgecliff Road Edgecliff Village, TX 76134 Facsimile: 817-293-8726 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 he 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 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 entenng 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. Any previously executed Communication System Agreement between the parties shall be terminated simultaneously with the final execution of this Agreement by both parties. 18. 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. [SIGNATURES APPEAR ON FOLLOWING PAGE] City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 5 of 10 By: EXECUTED IN MULTIPLE ORIGINALS on this the grd y of -, 20 J5. CITY OF FORT WORTH: By: Date: A/4--e S san Alanis ssista t Ci Manager ATTEST: By: Ma Ci ler ecretary APPROVED TO FORM AND LEG s ,ITY: -7] Assis a t City Attorney Contract Authorization: M&C: iJ .• a rein Date Approved: /A - 8'- NAME OF GOVERNMENT ENTITY: oirec tti II By: 424 / % cz'4-r' Name: `"t' N y :0 pox/Kw IN) o i Title: Date: ATTEST: NIAyO 0 -1 By: 4 (" Name: E 1�� LE - Title: CA `i \I s c T y APPROVED TO LEGALITY: By: oa Name: �� �� TioniAti rA )ail a f� J City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 6 of 10 • OFFICIAL RECORD CITY SECRETARY r!WORTh,TX 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 operated by the USER that are connected to the CFW Master Switch. "Interoperable Communications Governance Committee" ("Governance Committee") shall mean that group of individuals tasked with maintaimng and administering the Interoperable Communications Plan. The Governance Committee shall consist of ten to fifteen individuals with CFW selecting at least one representative and each classification of users selecting at least one representative. The Governance Committee shall deteiinine and may periodically adjust the number of members and the method for selecting members for each classification of users with a goal of ensuring that the Governance Committee reflects the full range of user types. "Interoperable Communications Plan" (the "Plan") means the plan developed and established by CFW and the Governance Committee to facilitate, enhance and simplify radio communications among all agencies utilizing the Radio System or connecting their Site Repeater Systems or Console Systems to the CFW Master Switch The Plan is available upon request from CFW or can be found on the CFW website at httu://fortworthtexas.aov/itsolutions/. "Master Switch" shall mean the primary processing and network infrastructure to which all Console Systems and Site Repeater Systems must connect in order to operate on the Radio System. The Master Switch is currently located at the CFW Eagle Mountain facility. "Over The Air Rekeying" ("OTAR") shall mean the management and support of Subscriber Radio encryption keys via over -the -air, radio channel transmission. "Private Call" shall mean a feature that reserves channel resources specifically for conversations between two Subscriber Radios. '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 connected to the CFW Master Switch. "Subscriber Radio" shall mean a radio that has a umque identification number and is programmed to operate on the Radio System. The term shall include, but not be limited to, control stations (desk top radios), mobile radios, and portable radios. "Talk Group" shall mean a specific group of Subscriber Radios allowed to communicate privately within that group over shared infrastructure resources. City of Fort Worth Commumcations System Agreement — Mutual Aid/Single Use Government Entity Name Page 7 of 10 TERMS OF USE 1. The installation and maintenance of the Radio System infrastructure equipment is the responsibility of CFW unless otherwise stated in this Agreement. 2. The CFW is the holder of the FCC (Federal Communications Commission) license(s) that the Radio System uses for its operation. This Agreement shall not be construed or mterpreted to grant, convey, or otherwise provide USER with any rights whatsoever to the CFW FCC license(s) or to the Radio Frequency spectrum used by the Radio System. 3. 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 coverage testing to determine the expected radio coverage level for USER's equipment. 4. USER will be responsible for the acquisition, programming, and maintenance of all equipment USER will be utilizing m connection with the Radio System infrastructure, including, but not limited to, Subscriber Radios, consoles, and special equipment. 5 In order to ensure hardware and software compatibility with the Radio System infrastructure, all Subscriber Radios and consoles intended for use by USER on the Radio System shall be compliant with Project 25 standards established by the Telecommunications Industry Association. The use of unauthorized radios on the Radio System may result m suspended operation of the radios and/or termination of the Agreement. 6. USER agrees to exclusively utilize antennas specifically approved by the radio manufacturer for use with the specific models of USER's radios. The use of short, broad spectrum, or "stubby," antennas is not recommended. USER shall be solely liable for coverage gaps In the event USER utilizes short broad spectrum or stubby antennas or other antennas not approved by the manufacturer for use with the specific models of USER's radios. 7. No antenna gain greater than 3 DB will be allowed for mobiles and consolettes. 8. USER shall use due diligence in the maintenance and configuration of its Subscriber Radio equipment to ensure that no USER radio or console causes a degradation to the Radio System operation. The CFW shall have the right to remove from operation any field radio unit or equipment owned or leased by USER that is operating on, attached and/or interfaced to the CFW infrastructure, if CFW determines in its sole reasonable discretion that such equipment is causing interference or harm to the Radio 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 or other USER equipment suspected of causing interference, intentionally or unintentionally, to any other radios on the Radio System or to the Radio System's overall operation. City of Fort Worth Communications System Agreement — Mutual Aid/Single Use Government Entity Name Page 8 of 10 City of Fort Worth, Texas a or an ouncil om unication DATER Tuesday, December 08, 2015 REFERENCE NO.: **C-27549 LOG NAME 04EDGECLIFF VILLAGE COMMUNICATIONS SYSTEM AGREEMENT S UBJECT: Authorize Execution of a Communications System Agreement with the Town of Edgecliff Village for P articipation in the City of Fort Worth's Public Safety Radio System for lnteroperable Communications in Mutual Aid or Other Multi -Agency Operations 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 with the Town of Edgecliff Village for participation in the City of Fort Worth's Public Safety Radio System for interoperable communications in situations involving mutual aid or other multi -agency operations. DISCUSSION: The implementation of the Fort Worth Public Safety Radio System included the development of a comprehensive interoperable communications plan for first responders from multiple agencies. P articipation in the plan is open not only to agencies that use the Fort Worth Regional Radio System as their primary communications system, but also to other mutual aid partners, such as the Town of Edgecliff Village (Edgecliff Village), who own and maintain their own radio systems for their daily operations, but require the ability to communicate with other agencies in mutual aid situations or other multi -agency operations. The plan provides a common group of communications channels that first responders in Tarrant, Johnson, Dallas, Denton, Parker and Ellis counties may access when multiple agencies respond to a single incident. These channels are used only for communications with other agencies during joint operations. They are not used for an agency's day-to-day operations. These channels are accessible to the users of any radio systemconnected to the Fort Worth Regional Radio System. Almost 100 agencies are able to communicate with one another via these common channels. Edgecliff Village has approved a Communications System Agreement with the City of Fort Worth to operate on the interoperable communications channels when required for mutual aid operations only. Edgecliff Village will not utilize the Fort Worth Regional Radio System for daily operations, but only when required to communicate with public safety agencies in Fort Worth or other agencies using the Fort Worth Regional Radio System during joint operations. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendation this action will not increase the total appropriation of City funds. FUND IDENTIFIERS (FIDs): TO Fund Department lAccouni Project ID ID Programbctivity Budget Year Reference # IAmounti (Chartfield 2) Logname: 04EDGFi,CLIFF VILLAGE COMMUNICATIONS SYSTEM AGREEMENT Page 1 of 2