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HomeMy WebLinkAboutContract 55655CSC No. 55655 COMMUNICATIONS SYSTEM AGREEMENT MUTUAL AID ACCESS (SINGLE USE) -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 Naval Air Station Joint Reserve Base, Fort Worth ("USER"), acting herein by and through its duly authorized representatives, 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 for CFW and I0 U.S.C. §2679,42 U.S.C. §1856a, DoDI6055.06,and OPNAVINST 11320.23G for USER; and WHERAS, each governing body, in performing their m1ss10n essential functions, shall be responsible for paying for those functions on a non-reimbursable basis; 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 any additional services required that are not included in this agreement will be provided on a reimbursable basis; and WHEREAS, CFW 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, CFW 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, CFW and USER agree as follows: 1.Grant of License. CFW hereby grants the USER specific permission to operate USER'sowned 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. Communications System Agreement Page 1 of9 2. Term. The agreement supersedes and replaces any and a!1 previous agreements between the parties. It is issued for a period af nine years from the date of signature oF the party last to sign this document. When practical, modifications to this agreement should be made bilaterally and with notice to the other party in writing and furnished at least 12� days in advance oF the proposed effective date of the modification. Uport receipt of the notice oF request for mocii�cation, the Parties shall, through their authorized representatives, discuss the reyuested modification and, if found to be mutually acceptable, its implementation. This agreement may be terminate8 by either party, upon written notice given no less than I 80 days prior to the sgeci�ed termination date, unless both parties mutually agreed to a lesser period in writing, Termination of this agreement by either party, shall not be the basis for any claims by one party against the other. 3. Liabilitv. 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 oc intentional misconduct. For purposes of this Section 3, the term party shall inrlude 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. Fucther, this Agreement is not intended to affect the allocation of Eiabifity between the parties in connection with the provision of mutual aid assistance; liabitity for such mutual aid assistance shall be governed by the separate mutual aid agreement or state law �rovisians under which the assistance is being provided. 4. Independent Contractar. It is expressly understood and agreed that USER sha11 operate as an independent contractor as to all rights and privileges granted herein, and ❑ot as agent, representative or employee of CF'W. Subject to anci in accordance with the conditions and provisions of this Agreement, USER shall have the exclusive right to rontrol the details of its aperations and activities with respect to the use of the Radio System and shall be solely responsible for the acts and omissions oF its employees, directars, officers, agents, authorized representatives, subcontractors, and consuftants. US�R acknowledges that the doctrine of respor7deat sccperior shall nat apply as between CFW, its employees, directors, oFftcers, agents, and authorized representati�es, and USER and �ts 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 connect�on 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. 5. Resourcing & Mission Responsibilities. CFW and USER will use best efforts to meet alf required responsibilities under this Agreement. However, in the event that either party is unable to fulfill its obligatians under this Agreement, that party (i} shall promptly notify the other party in writing and (ii) may terminate this Agreement, effective as af the last day for which either party is adequately resourced. 6. Ri�ht to Audit. USER agre�s that the CFW shall, at no additional cost to tHe CFW, during and until tt►e expiration of three years after termination of this Agreement, have access to and the right to examine at reasanable times any directly peRinent books, documents, papers, records, and communirations of the USBR involving transactions relating to tf�is Agreement. USER agrees that the CFW shall have access d�ring normal working hours to all r�ecessary USER facilities and shall be provided adequate and appropriate work space in order ta canduct audits in compliance wiih the provisions of this section. The CFW shall give USER reasonable advance notice of intended audits. Communications 5ystem Agreement Page 2 of 9 7. Assignment. USER shall not have the right to assign or subcontract any of its duties, obligations or rights under this Agreement withaut the grior 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. 8. No Waiver. The failure oFeither 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 perf'ormance or to assert any such right on any future occasion. 9. Governmental Powers/Immunities. It is understood and agreed that by execution of this Agreement, neikher CFW nar 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 unEess such amendment is set forth in writing, dated subsequent to the date of this Agreement, and signed hy both parties. 1 I. Severabilitv. 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 oE 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 empioyees, agrees that it shall treat all in�ormation pravided 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 reyuirement 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 ar otherwise cornrpt City Informatian in �ny way. USER shall notify the CFW immediately if the security or integrity of any City Information has been compromised or is be{ieved to have been compromised. I 3. Force Maieure. The parties shaIl exercise their best efforts to meet their respertive duties and obligations hereunder, but shail not be held liable for any delay in ar amission 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, mat�rial 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. Notices required pursuant to the provisions of this Agreement shall be conciusively determined to have been delivered when (1) hand-delivered to the other party, its a,gents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the otf�er party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Naval Air Station Joint Reserve Base, Fort Worth Attn: IT Solutions Director Attn: Mr. Steven Thrall 200 Texas Street 1510 Chennault Avenue Fort Worth TX 76]02 Fort Worth, TX 76127-5001 Facsimile; (817) 392-8b54 (817) 782-3535 Communications System Agreement Page 3 af 9 With Cogy to the City Attorney At same address I5. 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 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 Authoritv. 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 oP the entity. The other garty is fully entitled to rely on this warranty and representation in entering into this Agreement. l7. Entiretv of A�reement. This written instrument, including all Exhibits attached hereto, contains the entire understanding and agreement between Fart Worth and USER as to the matters contained herein. Any prior ar contemporaneous ora) or written agreement is hereby declared nulf and void to the extent in conflict with this Agreement. Any previously executed Commun�cation 5ystem Agreement between the parties shall be terminated simultaneously with the final execution of this Agreement by 6oth 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. [Signature Page Follows] Communications System Agreement Page 4 of 9 Agreed and Accepted:CITY OF FORT WORTH:J/atene h!arh1'!tat{)11 B Valerie Washington (Apr 28, 2if111:11 CDT) y: _________ _ Valerie WashingtonAssistant City ManagerDate: Apr 28, 2021APPROVAL RECOMMENDED:s.[rotter (for K aunn)B S. Trotter(for K. Gunn) (Apr 27, 202115:12 CDT) y: _________ _Kevin GunnDirectorCONTRACT COMPLIANCE MANAGER:ON JOINT RESERVEH:ar McLeanCommanding Officer,�AS)rul�WorthDate: _v;:;;..•<_�.a....,_""'-�--""-------By signing, I acknowledge that I am the personresponsible for the monitoring and administrationof this contract, including ensuring allperformance and reporting requirements.By:� Name: Alan Girton Title: Senior IT ManagerAPPROVED TO FORMAND EGALITY:APPROVED TO LEGALITY:J.B. StrongAssistant City AttorneyATTEST:By: �9:!Er=Mary J. KayserCity SecretaryContract 18�i�i�ation:M&C: ----=,.-r,:-,�,------Date Approved: _3_/_9/_2_0_2 _1 ___ _ Communications System Agreement By: ________ _ Name: _________ _Title: __________ _ATTEST:By: _________ _ Name: _________ _Title: __________ _Page 5 of9 EXHIBIT A CATEGORY 1, TERMS OF USE The follawing defnitions 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 alf 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 Commitkee" ("Governance Committee") shall mean that group of individuals tasked with maintaining and administering the Interoperable Communications Plan. The Governance Committee shafl consist of ten to fifteen individuals with CFW selecting at least one representative and each classiitcation oF users selecking at least one representative. The Governance Committee shall determine and may periodicaliy adjust the number of inembers and the me[hod For selecting members for each classification of nsers with a goal af ensuring chat the Governance Committee ref7ects the full range of user types. "Interoperable Communica[ions 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 �onnecting their Site Repeater Systems or Console Systems to tt�e CFW Master Switch. The Plan is avail�ble upon request from CF'W or can be found on the CFW website at http:l/Fortwnrthtexas.gov/itsolutions/cfwradiosl. "Master Switch" shall mean the prim�ry processing and network infrastructure to which all Console 5ystems 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 Re[ceying" ("OTAR") shall mean the management and sugport of Subscriber Radio encryption keys via over-the-air, radio channel transmission. "Private Cafl" shall mean a feature that reserves channel resources specifically far conversations between two Subscriber Radios. "Site Repeater System" shall mean the base stations, shelter, tower and all site-specific hardware �nd soitware infrastructure associatetl with the provision of a radio site connected to the CFW Master Switch. "Subscriber Radio" shall mean a radio that has a unigue 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 speci�c group of Subscriber Radios allowed to communicate privately within that group over shared infrastructure resources. TERMS �F USE 1. The instaElation and maintenance of the Radio System infrastructure equipment is the responsibility of CFW unless otherwise stated in this Agreemenc. Communications System Agrecment Puge 6 af 9 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 interpreted to grant, canvey, or atherwise provide USER with any rights whatsoever to the CFW F'CC 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 Ievei of radio coverage in a particular location. The USER is responsible for conducting approgriate 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, �rogramming, and mainte�ance of ail equiPment USER will be utilizing in connection with the Radio System infrastructure, including, bat not limited to, Subscriber Radios, consoles, and special equipment. 5. In order to ensure hardware and software compatibility with the Radio System infrastructure, all Subsrriber Radios and consoles intended for use by USER on the Radio System shall be compliank with Pro�ect 25 standards established by the Telecommunications Industry Association. The use of unauti�orized radios on the Radio System may result in suspended operation oF the radios ancflor termination of Ehe Agreement. 6. USER agrees to exclusively utilize antennas speciiically approved by the radio manufacturer for use with the specific models oF USER's radios. The use of short, broad spectrum, oe "stubby," anten�as is not recommended. USER shall be solely liable for coverage gaps in the event US�R utilizes short broad spectrum or stub6y 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 eyuipment owned or Ieased by USER that is operating on, attached and/or interfaced to the CFW inFrastructure, if CFW determines in its sale 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 radia units or equipment aperating on, attached and/or interfaced to the inFrastr�cture be tested for proper operation andlor repaired by an authorized radia repair facility approved by the CFW. The cost of such testing or repair will be the sole responsibility of USER. Furthermore, the CF'W shall have the right to deactivate, without prior natification to or consent of USER, any iield radio or other USER equipment suspected of causing interference, intentionally or unintentionally, to any other radios an the Radio System or to the Radio System's overall ogeration. 9. In instances in which the parties are engaged in providing mutual aid assistance, USER's radias may be �sed for voice radio commanications over the Radio System infrastruCture in accordance with the terms and conditians of this Agreement for as long as this Agreement remains in effect. This Agreement does not authorize regu{ar use of the Radio System in situations that do nat involve mutual aici ass�stance between the parties. Communications 5ystem Agreement Page 7 of 9 I0. The CFW will be responsible for managing infr�structuce loading and demand. CFW reserves tf�e righc, without notice to incumbent users, to enter into a similar agreement with other encities or to deny the addition of new Subscriber Radio equipment to any user of the Radio System. The CFW shali have sole discretion in determining whether to allow additional users or radios based on CFW's determination of whether such addition to the Radio System can be made without adversely impacting the Radia System. I 1. US�R is prohibited from utilizing telephone interconnect on the Radio System. This prahibition shall include, but is not limited to, connecting to either the PSTN (Public Switched Telephone Network) or USER's internal phone system(s) through a console patch into the Radio 5ystem or to any Subscriber Radio on the Radio System. i 2. Due to the radio infrastructure resource allocations required by "Private Call," USER is not germitted to utilize "Private Ca�l" on the Radio System. 13. USER is prahibited from utilizing data communications on the Radio System without CFW's explicit written permission. 14. The use of OTAR in association with 5ubscriber Radio encryption is prohibited without prior approval of CFW. Administration of encryption keys will be performed exclusi�ely by CFW. USER may utilize and administer other encryptian methods as required. 15. The CFW will enable the USER-pro�ided Advanced System Key (ASK) for use with the US�R's Subscriber Radios only. Ti�e ASK will expire annually, and USER shall be responsible for requesting a renewal following expiration if one is reyuired. USER will be responsible For safeguarding the security of the ASK to prevent theft ancl/or loss. USER agrees to notiFy CFW immediately upon the theft or loss of the ASK. 16. The CFW has established a coordinated Interoperable Communications Plan to apply to CFW and the users of its Radio System. USER agrees to comply witb the Plan and include the Plan's interoperabie Talk Graups in the programming of its Subscriber Radios and Console Systems. 17. Roaming to other systems or the use of USER's Talk Groups on other trunked systems that are interconnected to the Radio System is prohibited without prior approval by CFW. Roaming to other trunked systems will be limited to the Radio System's interoperable Talk Groups, although this capability may be tertninated by CFW if its use is determined to result in performance degradation to either the Radio 5ystem or the interconnected trunked system. 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. The CFW further reserves the right to terminate this Agreement immediately, ar deny access to the LtSER, 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 spre�d of � security breach or threatened security breach or due to an emergency, operational issue, or other cntical 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, ar critical incident is resolved. COMFLIANCE VI�ITH LAWS 19. The USER shall comply with all currenE and future Federal, State, and Local laws, �rdinances, and Mandates, including Federal Communications Commission rules and regulations regarding proper use of Cammunications System Agreemen� Page S of 9 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 emgloyees, directors, oFficers, agents, authorized representatives, subcontractors, and consultants For USER Subscriber Radio equipment. Furthermore, the USER will be responsible for payment of any fines and penalties levied against the CFW (as the license holder) as a result of improper or unlawful use of Subscriber Radio equipment owned or Ieased by LISER. Z0. Modification, reconfiguration, or exchange of Subscriber Radio equipment may be required in order for CFW to comply with Federal, State, and Local Laws and/ or Mandates imposed on CFW as the license holder. Following reasonable notice from CFW, USER shall be responsible For undertaking such modi�cations, reconfiguration, or exchange. In the event USER fails to undertake any necessary action, such failure shall be considered "misuse" under Paragraph 19, and CFW may terminate this Agreement immediately or deny access to USER. [End oP Document] Communications System Aareement Page 9 of 9 City of Fort Worth, Mayor and DATE: 03/09/21 Texas Council Communication M&C FILE NUMBER: M&C 21-0169 LOG NAME: 04NAVAL AIR STATION JRB FW COMMUNICATIONS SYSTEM AGREEMENT SUBJECT (ALL) Authorize Execution of a Communications System Agreement with the Naval Air Station Joint Reserve Base Fort Worth for Participation in the City of Fort Worth's Public Safety Radio System for Interoperable Communications in Mutual Aid or Other Multi-Agency Operations at No Cost to the City of Fort Worth RECOMMENDATION: It is recommended that the City Council authorize the execution of a communications system agreement with the Naval Air Station Joint Reserve Base Fort Worth 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 at no cost to the City of Fort Worth. 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. Participation 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 Naval Air Station Joint Reserve Base Fort Worth (NAS-JRB), that 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 system connected to the Fort Worth Public Safety Radio System. More than 150 agencies are able to communicate with one another via these common channels. In February 2021, the Naval Air Station Joint Reserve Base Fort Worth Commanding Officer 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. The NAS-JRB 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. A Form 1295 is not required because: This contract will be with a governmental entity, state agency or public institution of higher education: Naval Air Station Joint Reserve Base Fort Worth 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 b� Valerie Washington 6192 Originating Business Unit Head: Kevin Gunn 2015 Additional Information Contact: Donlen Ruffin 2017