HomeMy WebLinkAboutContract 55112 CSC No.55112
COMMUNICATIONS SYSTEM AGREEMENT
CATEGORY 1 —GOVERNMENT ENTITY
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 Johnson County Emergency Services
District No. 1("USER"), acting herein by and through its duly authorized Executive Director
Tom Foster, 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, 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.
NOW THEREFORE, Fort Worth and USER agree as follows:
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 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.
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.
OFFICIAL RECORD
CITY SECRETARY
Communications System Agreement FT. WORTH, TX Page I of 9
3. Compensation. USER shall remit payment to Fort Worth in the amount and manner
set forth in Exhibit A.
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 respondent 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 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. Assi ng ment. 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.
Communications System Agreement Page 2 of 9
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.
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 Johnson County ESD No. 1
Attn: IT Director Attn: Tom Foster
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
Communications System Agreement Page 3 of 9
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 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
Communication System 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.
[Signature Page Follows]
Communications System Agreement Page 4 of 9
ACCEPTED AND AGREED:
CFW:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
Valone washing on of this contract, including ensuring all
By, Valerie Washington(Dec3 ,202009:27CST) performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 30,2020 By:
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Name: Alan Girton
Approval Recommended: Title: Senior IT Manager
Approved as to Form and Legality:
By:
Name: Kevin Gunn �8 gnm
Title: Director,IT Solutions Department By: JB Strong(Dec M,202009:18CST)
Name: John B. Strong
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Name: Mary J. Kayser Gail nFXA544 1
Title: City Secretary
USER:
Johnson County ESD No. 1
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Date: 07/16/2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Communications System Agreement Page 5 of 9
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 maintaining and administering the Interoperable
Communications Plan. The Governance Committee shall consist often to fifteen individuals with
CFW selecting at least one representative and each classification of users selecting at least one
representative. The Governance Committee shall determine 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.
"Infrastructure Support Fee" shall mean the annual fee charged by CFW to offset costs incurred
by the CFW in the operation and maintenance of the Radio System.
"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 litti)s://fortwortlitexas.,w/itsolutions/cfwradios/.
"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 primary Master Switch is currently located at the CFW Eagle Mountain facility.
"Radio System" shall mean all infrastructure such as Site Repeater Systems and Console Systems
that connect to and are operated by the CFW Master Switch including those Systems owned and
operated by CFW and its partner agencies.
"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.
"System Upgrade Agreement Fee" shall mean the annual fee charged by CFW to offset cost
charged to CFW by Motorola Solutions for the maintenance of the System Upgrade Agreement
applicable to the USER's Console Systems and Site Repeater Systems.
Communications System Agreement Page 6 of 9
"Talk Group" shall mean a specific group of Subscriber Radios allowed to communicate privately
within that group over shared infrastructure resources.
TERMS OF USE
1. USER's Console Systems may have access to CFW's primary Master Switch
located at the CFW Eagle Mountain facility and to CFW's backup Master Switch located at the
City of Irving data center.
2. The installation and maintenance of the Master Switch infrastructure equipment is
the responsibility of CFW.
3. The CFW makes no guarantee, either express or implied, as to the suitability or
performance of the USER's Console Systems that attach to or interface with the CFW Master
Switch infrastructure. The USER is responsible for conducting appropriate and applicable testing
to determine the suitability of its Console System.
4. USER will be responsible for the acquisition,programming,and maintenance of all
equipment USER will be utilizing in connection with the Console System infrastructure.
5. In order to ensure hardware and software compatibility with the Radio System
infrastructure, all consoles intended for use by USER on the Radio System shall be compliant with
Project 25 standards established by the Telecommunications Industry Association.
6. USER shall use due diligence in the maintenance and configuration of its Console
System equipment to ensure that no USER console causes a degradation to the Radio System
operation. The CFW shall have the right to remove from operation any console equipment owned
or leased by USER that is operating on, attached and/or interfaced to the CFW Master Switch, 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
console equipment operating on, attached and/or interfaced to the Master Switch be tested for
proper operation and/or repaired by a manufacturer-authorized repair facility. 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 Console System
suspected of causing interference,intentionally or unintentionally,to any other device on the Radio
System or to the Radio System's overall operation.
7. USER's consoles may be used for voice radio communications over the Radio
System infrastructure in accordance with the terms and conditions of this Agreement for as long
as this Agreement remains in effect.
8. The CFW will be responsible for managing infrastructure loading and demand.
CFW reserves the right, without notice to incumbent users, to enter into a similar agreement with
other entities or to deny the addition of new console equipment to any user of the Radio System.
The CFW shall have sole discretion in determining whether to allow additional users or consoles
based on CFW's determination of whether such addition to the Radio System can be made without
adversely impacting the Radio System.
Communications System Agreement Page 7 of 9
9. The CFW has established a coordinated Interoperable Communications Plan
("Plan") to apply to CFW and the users of the Radio System. USER agrees to participate in the
Plan and include the Plan's interoperable Talk Groups in the programming of its Console Systems.
10. USB ports on the USER's Console Systems must be deactivated except during
maintenance activity. All security patches related to operating systems and other associated
software must be maintained at current manufacturer-tested levels. Anti-virus definitions shall be
maintained at current software-provider levels.
11. CFW shall be authorized to monitor the USER's Console System's compliance to
patching and anti-virus levels. If the USER is notified by CFW that patching and anti-virus levels
are not current, USER shall take appropriate steps to apply current patches and anti-virus
definitions within ten (10)business days of notification.
12. USER agrees to allow CFW to engage a third-party consultant, at CFW's expense,
to perform a cybersecurity audit at the USER premises containing the USER's Console System no
more than every two years. CFW agrees to provide the results of the audit, as it pertains to the
USER's Console System and premises,with the USER. USER agrees to provide reasonable access
to the third-party consultant necessary to perform a comprehensive cybersecurity audit. Consultant
staff shall meet the qualifications specified for personnel screening in the Criminal Justice
Information Systems (CJIS) Security Policy of the United States Department of Justice.
13. If required, all connectivity between the Console Systems and the Master Switches
is the responsibility of the USER, including software, hardware and carrier services. Associated
costs will be incurred by the USER. Unless otherwise approved by CFW, connectivity will be
achieved through local terrestrial circuit facilities. The use of other connectivity methods,
including but not limited to microwave, must be approved by the CFW. USER may incur
additional costs from CFW for other connectivity methods.
14. The CFW shall execute with Motorola Solutions a System Upgrade Agreement for
the Console Systems that would be affected by the software upgrades, including those owned (or
leased) and operated by the USER. Unless the USER is notified otherwise by CFW, the software
for the 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 Console Systems. USER
acknowledges that reductions in functionality may occur during the upgrade process.
APPLICABLE FEES- TERMINATION, REFUNDS
15. USER shall pay the CFW an annual Infrastructure Support Fee in the amount of
$33.00 per month per console. This fee is payable in advance on an annual basis for all active
consoles at the time of the annual billing. Invoicing will occur on a pro-rata basis when new
consoles are implemented, and thereafter, at the beginning of each CFW fiscal year. There will
be no refunds or credits for consoles removed from service during the fiscal year.
16. USER shall pay the CFW an annual System Upgrade Agreement Fee equal to the
amount invoiced to the CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the
Communications System Agreement Page 8 of 9
USER's Console Systems and any other component subject to upgrade as a result of the upgrade
of the Radio System.
17. CFW shall have the right to increase any applicable fees under this Agreement each
fiscal year to offset any increased costs incurred by CFW in the operation or maintenance of the
Radio System. Any increase in applicable fees will be effective at the beginning of the next CFW
fiscal year. CFW shall provide USER with 60 days' written notice of any intended fee increase,
provided,however,that this notice period may be less than 60 days if Motorola Solutions provides
CFW with less than 60 days' notice of an increase in the System Upgrade Agreement Fee and such
reduced notice period shall not impact USER's obligation to pay the increased fee.
18. 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. If USER terminates, there will be
no refunds or credits for any fee. If CFW terminates, CFW will issue a refund to the USER of all
fees, except for the System Upgrade Agreement Fee,which is non-refundable,pro-rated to the end
of the current fiscal year. 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 Radio System. 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 prevent the spread of a security breach or threatened security breach or due to
an emergency, operational issue, or other critical incident between the Master Switch and the
USER's environment. The CFW will use best efforts to restore access to the USER as soon as
possible once the security breach, emergency, operational issue, or critical incident is resolved.
COMPLIANCE WITH LAWS
19. 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,directors,officers,agents,authorized representatives,
subcontractors, and consultants for USER console equipment. Furthermore, the USER will be
responsible for payment of any fines and penalties levied against the CFW as a result of improper
or unlawful use of console equipment owned or leased by USER.
[End of Document]
Communications System Agreement Page 9 of 9
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 12/15/20 M&C FILE NUMBER: M&C 20-0917
LOG NAME: 04JOHNSON COUNTY EMERGENCY SERV.DISTRICT NO. 1 COMMUNICATI
SUBJECT
(ALL)Authorize Execution of a Communications System Agreement with the Johnson County Emergency Services District No. 1 for the
Connection of Public Safety Dispatch Consoles to the City of Fort Worth's Public Safety Radio System
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a communications system agreement with the Johnson County Emergency
Services District No. 1 for the connection of public safety dispatch consoles to the City of Fort Worth's Public Safety Radio System.
DISCUSSION:
The Fort Worth Public Safety Radio System is utilized by multiple jurisdictions for the operation of their public safety agencies. In August 2020,the
Johnson County Emergency Services District No. 1 (ESD#1)approved a communications system agreement for the connection of its public
safety agencies'dispatch consoles to the Fort Worth radio system. Under the agreement, ESD#1 agrees to pay a standard monthly subscription
fee for each console. Estimated annual revenue is approximately$800.00.
To ensure the software levels of the radio system remain current and under support,the City utilizes a Motorola System Upgrade Agreement that
encompasses all external agencies that maintain dispatch consoles.The use of a single software agreement to cover all users results in a 14
percent discount in the cost for all agencies, including the City. ESD#1 will reimburse the City for its portion of the system upgrade sgreement.
A Form 1295 is not required because:This contract will be with a governmental entity,state agency or public institution of higher education:
Johnson County Emergency District
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and amendment to the communications system agreement,
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.
Submitted for City Manager's Office by. Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015