HomeMy WebLinkAboutContract 55384 r
SECRETARY
FeCT NO.
p��0iwp COMMUNICATIONS SYSTEM AGREEMENT
C1��(5Ep5E(AR`t
CRITICAL CONNECT SERVICES
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 the City of Irving("Irving"),acting herein
by and through its duly authorized Mayor,Richard H. Stopfer,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 Irving shall
include all employees, directors, officials, agents, and authorized representatives.
RECITALS
WHEREAS, this Agreement is made under the authority of Sections 791.001-791.029,
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 r 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 peribrming
party for the services or functions under this Agreement; and
WHEREAS, Fort Worth and Irving own, operate, and maintain Trunked Voice Radio
Systems for the purpose of providing Public Safety voice radio communications and each is the
sole licensee of their respective Trunked Voice Radio Systems with all privileges and
responsibilities thereof;
NOW THEREFORE, Fort Worth and Irving agree as follows:
1. Grant Of License. Fort Worth and Irving hereby grant each other specific
permission to use the services to which each subscribes through Motorola Solutions, Inc., to
comprise the Critical Connect System in accordance with the specific details and requiremi nts for
use as set forth in "Exhibit A, Terms of Use," which is attached hereto, incorporated hert in, and
made a part of this Agreement for all purposes. Failure to comply with these specific det ils and
requirements may result in the immediate withdrawal of the specified permissions. This
Agreement shall not be construed or interpreted to grant, convey, or otherwise provide the other
party with any rights whatsoever to the other party's license(s) granted by either the 'Federal
Communications Commission or Motorola Solutions, Inc.
OFFICIAL RECORD
CITY SECRETARY
FT WORTH® X
Communications System Agreement Pa e 1 of 8
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. Neither Fort Worth nor Irving shall be entitled to compensation for
the other party's use of the other's facilities, as provision of space and services is considered an
in-kind match for purposes of this Agreement.
4. Liability. Nothing in the performance of this Agreement shall impose any iability
for claims against Fort Worth or Irving other than claims for which liability may be imposed by
the Texas Tort Claims Act.
5. Independent Contractor. It is expressly understood and agreed that Fort Worth and
Irving shall operate as independent contractors as to all rights and privileges granted her in, and
not as agents, representatives or employees of the other party. Subject to and in accordance with
the conditions and provisions of this Agreement, Fort Worth and Irving shall have the e clusive
right to control the details of their respective operations and activities and be solely resr onsible
for the acts and omissions of their respective officers, agents, servants, employees, contras; ors and
subcontractors. Fort Worth and Irving acknowledge that the doctrine of respondeat super i r shall
not apply as between Fort Worth, its officers, agents, servants and employees, and Inving, its
officers, agents, employees, servants, contractors and subcontractors. Both parties further agree
that nothing herein shall be construed as the creation of a partnership or joint enterprise between
Fort Worth and Irving.
6. Non-Appropriation Of Funds. Fort Worth and Irving will use best ef forts 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. Fort Worth and Irving agree that the parties shall, until the
expiration of three (3) years after termination of this Agreement, have access to and the ri ht to
examine at reasonable times any directly pertinent books, documents, papers, record , and
communications of the other party involving transactions relating to this Agreement at no
additional cost to the parties. Fort Worth and Irving agree that the parties shall have access during
normal working hours to all necessary facilities and shall be provided adequate and appr priate
work space in order to conduct audits in compliance with the provisions of this section The
parties shall give the other party reasonable advance notice of intended audits.
8. Assignment. Unless otherwise authorized under this Agreement, neither party
shall 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, which shall not be unreasonably
withheld.
Communications System Agreement Pa e 2 of 8
9. No Waiver. The failure of either party to insist upon the performance of ar y
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 eitln r 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 comr etent
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, each party for it 3elf
and its officers, agents and employees, agrees that it shall treat all information provided tol it by
the other party as confidential and shall not disclose any such information to a third party without
providing notice to the other party and the opportunity to object. Each party shall comply with
the Texas Public Information Act and any other law or court order. Each party shall store nd
maintain the other party's information in a secure manner and shall not allow unauthorized users
to access, modify, delete or otherwise corrupt the other party's information in any way. Each
party shall notify the other party immediately if the security or integrity of the other party's
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 or existing contractual obligations directly related to 1he
subject matter of this Agreement. Each party shall use diligent efforts to end the failure or delay
and ensure the effects of such Force Majeure Event are minimized. The party shall resume the
performance of its obligations as soon as reasonably practicable after the removal of the cause of
the Force Majeure Event.
14. Governing Law/Venue. This Agreement shall be construed in accordancc with
the laws of the State of Texas. Venue for any action brought on the basis of this Agreeme it 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 s iall
pay its own attorneys' fees, court costs, and other expenses incurred as a result of the acti n.
15. 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, ind
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.
Communications System Agreement Page 3 of 8
16. Entirety Of Agreement. This written instrument, including Exhibit A attached
hereto, contains the entire understanding and agreement between Fort Worth and Irving to the
matters contained herein. Any prior or contemporaneous oral agreement is hereby declared null
and void to the extent in conflict with this Agreement.
Agreed and Accepted:
CITY OF IRVING:
Name: chard H. Stop'fer
Title: Mayor
Date: (/J/•/y,26�1
ATTEST:
By: c O
Name: hanae Jennings
Title: City Secretary
APPROVED TO LEGALITY:
By:
Name: Kuruvilla Oommen
Title: City Attorney
Approved I -�q- A t
Resolution #
r
IAL I CORSECRETARY
ORT'IH, TX
Communications System Agreement Page 4 of 8
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the perOn
responsible for the monitoring and administration
of this contract,including ensuring all
By: performance and reporting requirements.
Name: Valerie R.Washington
Title: Assistant City Manager
Date: By:
Name: Alan Girton
Approval Recommeided: Title: Senior IT Manager
Approved as to Form and Legality:
Name: Kevin Gunn
Title: Director By:
Name: John B. Strong
Attest: Title: Assistant City Attorney
Contract Authorization: C
M&C: �p J
By:
Name: Mary J.Kayser
Title: City Secretary
P OFFICIAL �ECIURI �
CITY�;i�Cfd-"�AIRY
FT. WURT ,'TX �
Communications System Agreement Pa ire 5 of 8
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the perso
responsible for the monitoring and administration
of this contract,including ensuring all
By: performance and reporting requirements.
Name: Valerie R.Washington
Title: Assistant City Manager
Date: Z(��� By:
Name: Alan Girton
Approval Recommedded: Title: Senior IT Manager
Approved as to Form and Legality:
By-
Name: Kevin Gunn G� O
Title: Director By:
Name: John B. Strong
Attest: Title: Assistant City Attorney
i'
Contract Authorization:
M&C: _ �—
By:
Name: Mary J.Ka
Title: City Secretary ; ' .�..r
4r�� q.i.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, rX
Communications System Agreement Fag 5 of 8
EXHIBIT A
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
"ASTRO Connectivity Services"shall mean the services provided by Motorola Solutions,Inc., for
wide-area connectivity over which Motorola's Critical Connect Interoperability Solution is
delivered.
"Critical Connect Connections" shall mean the connections to third-party systems and services
through the Critical Connect System.
"Critical Connect Interoperability Solution" shall mean the hardware, software; and support
services provided by Motorola Solutions, Inc., to enable connections to third-party systems and
services.
"Critical Connect System" shall mean all hardware, software and services provided by ving's
Critical Connect Interoperability Solution and Fort Worth's ASTRO Connectivity Service 3.
TERMS OF USE
1. Fort Worth and Irving shall each provide and maintain their own Motorola S lutions
ASTRO 25 Radio Systems. Fort Worth and Irving shall share the same system ID assigne I to the
Fort Worth, but each will operate as separate communications systems in separate zones.
2. Irving shall execute a subscription agreement with Motorola Solutions for the pr vision
of Critical Connect Interoperability Solution with capacity for twenty(20)unique Critical Connect
Connections and fifty(50) simultaneous talkpaths.
3. Fort Worth shall execute a subscription agreement with Motorola Solutions for the
provision of ASTRO Connectivity Services providing a Multiprotocol Label Switching ( PLS)
network with endpoints at the Irving Data Center, Fort Worth's Eagle Mountain Data Center, and
the two Motorola Data Centers located in Dallas, Texas, and Charlotte,North Carolina,to e used
for transport by the Critical Connect Interoperability Solution.
4. Fort Worth shall be provided exclusive use and control of six (6) Critical Connect
Connections. Irving shall be provided exclusive use and control of the remaining Critical Connect
Connections. However, either party may allow access to services on its Connections tot e other
party upon mutual agreement, or to other agencies as appropriate.
Communications System Agreement Pa ire 6 of 8
5. Irving and Fort Worth agree to notify each other of plans for the use of their re ective
Critical Connect Connections, and to coordinate their planning in order to avoid duplic tion of
identical services and connections unless mutually agreed in writing. Each party agrees to�rovide
ninety(90) days' written notice to the other party before discontinuing permanent Connec ions or
services, so that the other party may initiate actions to continue that connection or seniice.
6. Each party shall be responsible for costs incurred from third-parties, including;but not
limited to commercial carriers and service providers, associated with Critical Connect
Connections.
7. Each party will be responsible for the administration, management and support of its
designated Critical Connect Connections. User portals will be partitioned, if desired, to restrict
each party to viewing, administering and managing its own Connections and user communities.
8. Each party is responsible for the installation, upgrade and maintenance, and associated
costs of the hardware and software attributable with its own portion of the Critical Connect'System.
If a party's portion of the Critical Connect System experiences disruptions or deteriorations in
performance, the party shall notify the other party as soon as practical and provide up ates at
reasonable intervals. In the event a total outage occurs, updates should be provided no 1.t ss than
once per hour.
9. Industry-standard change management practices, including notifications to each other
in a timely manner, shall be utilized when modifications are scheduled to either party's portion of
the Critical Connect System.
10. If a scheduled change could potentially result in a disruption or significant performance
reduction, notifications should be provided to the other party immediately prior to the initi tion of
the change via phone call to the party's network operations center. If deemed appropriate by the
party initiating the change, notifications may also be provided through announcements cver the
call channels of the System's Law and Fire interop channel groups defined in the Interoperability
Resources Plan (http://fortworthtexas.gov/itsolutions/cfwradios/). If a public safety related
incident or event is in progress, the change shall be delayed until the conclusion of the incident or
event, or when the other party provides its consent.
11. Except for changes to its six Critical Connect Connections, modification.s to the
Critical Connect Interoperability Solutions desired by Fort Worth will be submitted to Ir ing. If
agreed, Irving will submit the change to Motorola Solutions. Associated costs will be incurred by
Fort Worth. Fort Worth's standard procurement procedures shall apply.
12. Changes requested by Irving and agreed by Fort Worth to the ASTRO Connectivity
Services shall be initiated with Motorola Solutions by Fort Worth. Associated costs R,ill be
incurred by Irving. Irving's standard procurement procedures shall apply.
13. Both parties agree to utilize industry-accepted network security standards and practice
in the administration of their respective systems. This includes,but is not limited to,establishment
hment
Communications System Agreement Page 7 of 8
of procedures addressing proper password management, network access control, separation of
duties, system patching, anti-malware updates and incident response.
14. Fort Worth and Irving shall provide the services described in this Exhibit at no charge
to the other party.
15. Either Fort Worth or Irving may terminate this Agreement for any reason, Vith or
without cause, upon one hundred eighty(180) days' written notice to the other party. Further, this
Agreement may be terminated with less than one hundred eighty (180) days' notice if both parties
provide written consent. Notwithstanding the foregoing, the parties agree to provide the other
party adequate opportunity to assume the other's portion of the Critical Connect System prior to
termination of the Agreement.
COMPLIANCE WITH LAWS
16. Fort Worth and Irving shall comply with all current and future federal, state, ar d local
laws, ordinances, and. mandates, including Federal Communications Commission Rules and
Regulations regarding proper use of radio communications equipment. Both parties will also
comply with the guidelines, or procedures set out in this Agreement. Furthermore, both)parties
are responsible for enforcing such compliance by their employees, volunteers, or any individual
operating their radio equipment. Furthermore, each party will be responsible for paymeni of any
fines and penalties levied against it (as-the licensee) as a result of improper or unlawful use of
Subscriber Radio equipment owned by the party.
Communications System Agreement Page 8 of 8
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 01/26/21 M&C FILE NUMBER: M&C 21-0065
LOG NAME: 04CITY OF IRVING COMMUNICATIONS SYSTEM AGREEMENT BACKUP SRVCS
SUBJECT
(ALL)Authorize Execution of a Communications System Agreement with the City of Irving to Provide Backup Services for Each City's Two-Way
Public Safety Radio Systems
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a communications system agreement with the City of Irving to provide backup
services for each city's two-way public safety radio systems.
DISCUSSION:
The City of Fort Worth(Fort Worth)has established a public safety radio communications system that provides primary and mu ual aid
communications to more than 150 agencies in North Central Texas. A key component of the system is a group of core computi g systems that
control the functions and performance of the radio system infrastructure,such as the radio transmitter sites scattered throughou the region.
The City of Irving(Irving)also maintains its own discrete group of core computing systems to support coverage in its area.
Fort Worth and Irving both maintain backup core computing systems in the event their respective primary core computing systems fail.This
agreement provides an in-kind match for each to provide floorspace in a data center for the other's backup system at no cost to either city.
This arrangement also enables the systems to connect to each other. This effectively consolidates the two systems into a singlE system for mutual
aid and interoperable communications.
A Form 1295 is not required because:This contract will be with a governmental entity,state agency or public institution of higher education:City of
Irving
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that approval of this recommendation will have no material effect on city funds.
Submitted for City Manager's Office . Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Donlen Ruffin 2017
vm �`'-
IRVING
T E X A S
January 22, 2021
Alan Girton
City of Fort Worth —Wireless Communications
1515 11th Avenue
Fort Worth, TX 76102
RE: Council Resolution No. 2021-15
Resolution -- Approving an Agreement between the Texas Departme6t of
Transportation (TxDOT) and The City of Irving for Furnishing and Installing Tl(affic
Signal Equipment
Dear Mr. Girton:
The above referenced resolution was passed and approved by the City Council on
January 14, 2021. A copy of the resolution is attached for your information and file.
Three originals of the agreement are included for final signature. Once executed, please
keep one for your file and return the other executed agreements to our office. This file will
remain in the pending system until the executed agreements are provided.
Sincerely,
a4 W-t'
Shanae Jennings
City Secretary/Chief Compliance Officer
City of Irving
Copy: Laura Herrera, Information Technology
City of Irving 1825 W.Irving Blvd. I Irving,TX 75060 1 (972)721-2600 1 Cityoflrving.org
CITY OF IRVING
COUNCIL RESOLUTION NO. RES-2021-15
WHEREAS, the attached communications system agreement is authorized by Chapter 7c. I of
the Texas Government Code; and
WHEREAS, Section 791.011 of the Texas Government Code authorizes a local government to
contract or agree with another local government to perform governmental functions and services;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CIT
OF IRVING, TEXAS:
SECTION I. THAT the City Council hereby approves the attached Interlocal Agreement between
the City of Irving and the City of Fort Worth for Critical Connect Services, anc. the
Mayor is authorized to execute said agreement.
SECTION 11. THAT this resolution shall take effect from and after its final date of passage, and it is
accordingly so ordered.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF IRVING, TEXAS,
on January 14, 2021.
16
ICHARD H. STOPF
MAYOR
ATTEST:
G\ZY OF/
Shanae Jennings RLi2
City Secretary
APPROVED AS TO FORM: Na
� 9�F SFaL
`� ' OF TE)(
Kuruvilla Oommen
City Attorney
RES-2021-15 I