HomeMy WebLinkAboutContract 55924CSC No. 55924
SUBSCRIBER SERVICES AGREEMENT
This SUBSCRIBER SERVICES AGREEMENT (the "Agreement") is made and entered
into by and between the City of Fort Worth ("CFW") acting herein by and through its duly
authorized Assistant City Manager, and Tarrant Countv Hospital District d1b/a JPS Health
Network ("USER"), individually referred to as a"party," collectively referred to herein as the
"parties." The CFW 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 Section 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, it is the collective desire of both CFW and USER to allow CFW to provide
USER with installation, maintenance and repair services for wireless communications components
and systems.
NOW THEREFORE, CFW and USER agree as follows:
1. Services. CFW shall install, configure, maintain, and repair the following
equipment: mobile, portable, and fixed two-way radios and other wireless devices, antennas,
speakers, and ancillary equipment, sirens, mobile data computers and related hardware and
cabling, and any other similar or related public safety emergency response equipment. Unless
mutually agreed prior to commencement of work, CFW shall provide primary maintenance
services for the equipment at the CFW IT Solutions radio repair facility (or facilities). The
service shall include the regular inspection of the equipment and any maintenance ar repair
necessary to maintain it in good working order. Upon request, CFW shall also install and remove
equipment from vehicles for reuse or disposal. USER shall approve equipment installation location
and coniiguration prior to commencement of work, and will inspect and approve installation upon
completion.
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 `Bffective Date") and shall continue
Subscriber Services Agreement
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
in full force and effect unless terminated in accordance with the provisions set forth herein and in
Exhibit A.
3. Compensation. USER shall remit payment to CFW in the amount and manner set
forth in Exhibit A"Fee Schedule." CFW may revise Exhibit A to adjust service rates as needed
without further action by CFW provided that CFW shall provide not less than sixty (60) days
advance written notice to USER before any revision to Exhibit A is effective. Estimated total
billing is $5,000 per year. Billing will be from the first day of the month through the last day
of the same month. CFW will invoice USER no later than the 21 st day of the month following
the end of each billing period, with the invoice dated on the day it is sent. USER will pay CFW
within thirty (30) days of receipt of any invoice for services under this Agreement. CFW shall
have the right to increase any applicable fees under this Agreement each fiscal year to offset any
increased costs incurred by CFW. Any increase in applicable fees will be effective at the beginning
of the next CFW fiscal year.
4. Liabilitv. 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 each of USER
and CFW shall operate as an independent contractor as to all rights and privileges granted herein,
and not as agent, representative or employee of the other party. Subject to and in accordance with
the conditions and provisions of this Agreement, each party 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. Each party 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, directars, officers, agents, authorized representatives, subcontractars,
and consultants. The parties further agree that nothing herein shall be construed as the creation of
a partnership ar joint enterprise between CFW and USER.
6. Non-A�ropriation of Funds. CFW 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 a 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. Ri�ht 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
Subscriber Services Agreement Page 2 of 7
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.
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, each party and its
officers, agents and employees, shall treat all information provided to it by the other party as
confidential ("Confidential Information") and shall not disclose any such information to a third
party without the prior written approval of the disclosing party, unless such disclosure is required
by law, rule, regulation, court order, in which event the receiving party shall, to the extent legally
permitted, notify the disclosing party in writing of such requirement in sufficient time to allow the
disclosing party to seek injunctive or other relief to prevent such disclosure. Each party shall stare
and maintain the other party's Confidential Information in a secure manner and shall not allow
unautharized users to access, modify, delete or otherwise corrupt other party's Confidential
Information in any way. The receiving party shall notify the disclosing party immediately if the
security ar integrity of any of the disclosing party's Confidential 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,
ar declaration of a state of disaster or emergency by the federal, state, county, or City government
in accordance with applicable law.
Subscriber Services Agreement Page 3 of 7
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 at the
address indicated below, (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: IT Director
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-8654
Tarrant County Hospital District
Attn: Robert Earley, President and CEO
1500 S. Main St.
Fort Worth, TX 76104
Facsimile: (817) 924-1207
With Copy to the City Attorney
At same address
With a copy to the Chief Legal Officer
At the same address
16. Governin� 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 AuthoritX. 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. Entiret,y of A�reement. This written instrument, including all Exhibits attached
hereto, contains the entire understanding and agreement between CFW 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 Subscriber
Services 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.
20. Termination. Either USER ar CFW may terminate this Agreement for any reason,
with or without cause, upon ninety (90) days written notice to the other party. The CFW, in its sole
discretion, shall have the right to deny USER services under this Agreement and/or the right to
terminate the Agreement immediately if USER fails to make full payment of invoiced fees within
thirty (30) days of the date payment is due.
21. Com�liance with Laws. The USER shall comply with all current and future Federal,
State, and Locallaws, Ordinances, and Mandates, including Federal Communications Commission
rules and regulations regarding proper use of radio communications equipment.
Subscriber Services Agreement Page 4 of 7
Agreed and Accepted:
TARRANT COUNTY HOSPITAL DISTRICT D/B/A JPS HEALTH NETWORK
DocuSigned by:
B : �� �
Na 8����arley
Title: President & CEO
Date: May 13, 2021
Subscriber Services Agreement Page 5 of 7
City of Fort Worth
Y�t�ie- Wiz��CiYc�rt�
BV. Valerie Washington (Jun 29, 2 11328 CDT)
J
Name: Valerie Washington
Title: Assistant City Manager
Date: J u I'129, 2021
Approval Recommended:
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By:
Name: Kevin Gunn
Title: Director
Attest:
By: ����e��
Name: Mary J. Kayser
Title: City Secretary
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Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
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By:
Name: Alan Girton
Title: Seniar IT Manager
Approved as to Form and Legality:
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By:
Name: John B. Strong
Title: Assistant City Attorney
Contract Authorization:
M&C: zi-oai�
6/22/2021
OFFICIAL RECORD
Subscriber Services Agreement
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
FEE SCHEDULE
Time And Materials Services
Covered Services:
• Mobile Radio Installation
• Mobile Computer Installation
• Radio Repair (Mobile and Portable)
• Base Station Radio Repair
• Radio Template Development
• Radio Code Plug Development
• Radio Programming
• Other Services As Agreed
Applicable Rates:
Labor
1. $70.00 per hour for work performed during regular business hours (Monday through
Friday from 7:30 AM to 6:00 PM except CFW holidays).
2. $105.00 per hour (with a two-hour minimu�n) for work performed outside regular
business hours when User requests work to be performed during these hours.
3. A per-visit trip charge of $35.00 if User requests work to be performed at a site other
than the Fort Worth Radio Services site. Labor rate will be charged beginning with
technician's arrival to User site.
Parts and Services
1. Parts and supplies used in the performance of maintenance and repair services will be
billed at the vendor's invoiced cost to the CFW plus 10%.
2. Services from third-parties (such as Motorola repair depot) will be billed at the
vendor's invoiced cost to the CFW plus 10%.
Flat Rate Services
Covered Services:
Radio Tuning and Alignment (work performed at Fort Worth Radio Services site
only)
Applicable Rates:
1. $35.00 per radio for units delivered by User to the Fort Worth Radio Services site.
2. $70.00 per mobile radio removed and reinstalled in User vehicles. Vehicle must be
delivered by User to the Fort Worth Radio Services site.
3. A trip charge of $70.00 if the User requests Fort Worth Radio Services staff to pick up
and deliver radios to User site.
Subscriber Services Agreement Page 7 of 7
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 06/22/21 M&C FILE NUMBER: M&C 21-0417
LOG NAME: 04TARRANT COUNTY HOSPITAL DISTRICT COMM SYS AGREEMENT
SUBJECT
(ALL) Authorize Execution of a Communications System Agreement with the Tarrant County Hospital District d/b/a JPS Health Network for
Participation in the City of Fort Worth's Two-Way Public Safety Radio System 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 Tarrant County Hospital District
d/b/a JPS Health Network for participation in the City of Fort Worth's two-way Public Safety Radio System at no cost to the City of Fort Worth.
DISCUSSION:
The City of Fort Worth (City) maintains agreements to provide access to its two-way radio system by other public safety agencies primarily in
Tarrant, Johnson, Dallas, Denton, Ellis and Parker counties. In return for this access, external agencies help offset the City's expenses through the
payment of annual fees. In addition, access to the Fort Worth Public Safety Radio System by multiple jurisdictions enhances the ability of
emergency responders to communicate with one another when responding to incidents. In September 2020, the Tarrant County Hospital District
d/b/a JPS Health Network (JPS) approved a communications system agreement to operate on the City's Public Safety Radio System. JPS will
provide its own radios but will utilize the City's radio infrastructure for its public safety communications.
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. If applicable, JPS will reimburse the City for its portion of the System Upgrade
Agreement. The initial annual revenue is estimated at $24,960.00.
A Form 1295 is not required because: This contract will be with a governmental entity, state agency or public institution of higher education: Tarrant
County Hospital District d/b/a JPS Health Network
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of the contract, 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 b� Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015
Donlen Ruffin 2017