HomeMy WebLinkAboutContract 56081 CSC No.56081
215837
COMMUNICATIONS SYSTEM AGREEMENT
This COMMUNICATIONS SYSTEM AGREEMENT (the "Agreement') is made and
entered into by and between the City of Dallas, a Texas municipal corporation ("Dallas"), and the
City of Fort Worth("Fort Worth"),acting herein by and through its duly authorized Assistant City
Manager, individually referred to as a"party,"collectively referred to herein as the"parties."Fort
Worth shall include all employees, directors, officers, agents, and authorized representatives.
Dallas 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, Dallas and Fort Worth each owns, operates, and maintains Trunked Voice
Radio Systems for the purpose of providing Public Safety voice radio communications and are the
sole license holders of their respective Trunked Voice Radio Systems with all privileges and
responsibilities thereof; and
WHEREAS, Dallas, Fort Worth and their partner agencies may provide one another 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 Dallas and Fort Worth will connect their Trunked Voice Radio
Systems together to establish the North Texas Interoperable Radio Network (NTIRN), a
consolidated radio system for interoperable communications in connection with the provision of
mutual aid assistance among the parties and their partner agencies.
NOW THEREFORE, Dallas and Fort Worth agree as follows:
OFFICIAL RECORD
CITY SECRETARY
City of Dallas and City of Fort Worth Communications System Agreement
Page 1 of FT. WORTH, TX
2 1583 7
1. Grant of License. Dallas and Fort Worth hereby grant each other specific
permission to connect their respective Trunked Voice Radio Systems (Dallas System and Fort
Worth System), operate as separate zones using a common System ID assigned to the Fort Worth
System by Motorola Solutions, Inc., in 2011, and establish the interoperable communications
system to be known as the North Texas Interoperable Radio Network(NTIRN),provided,
however,that such operation must comply with the specific details and requirements for use as
set forth in"Exhibit A, Terms of Use,"which is attached hereto, incorporated herein, and made a
part of this Agreement for all purposes. Failure to comply with these specific details and
requirements may result in the immediate withdrawal of the specified permissions.
2. Term. This Agreement shall begin upon the last day executed by all authorized
parties and shall continue in full force and effect unless terminated in accordance with the
provisions set forth herein and in Exhibit A.
3. Liabilily. With respect to the use and operation of the NTIRN, all parties agree to
be responsible each for their own negligent acts or omissions, or other tortious conduct in the
course of performance of this contract without waiving any sovereign immunity, governmental
immunity, or other defenses available to the parties under federal or state law. Nothing in this
paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any
third persons or entities. All parties agree that any such liability or damages occurring during the
performance of this contract caused by the joint or comparative negligence of the parties, or their
employees, agents or officers, shall be determined in accordance with comparative responsibility
laws of Texas. Further,this Agreement is not intended to affect the allocation of liability between
the parties in connection with the provision of mutual aid assistance; liability for such mutual aid
assistance shall be governed by the separate mutual aid agreement or state law provisions under
which the assistance is being provided.
4. Independent Contractors. It is expressly understood and agreed that the parties shall
operate as independent contractors as to all rights and privileges granted herein, and not as agents,
representatives or employees 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 with respect to the use of the its portion of the NTIRN and shall 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 Dallas, its employees, directors,
officers, agents, and authorized representatives, and Fort Worth and its employees, directors,
officers, agents, authorized representatives, subcontractors, and consultants. This Agreement is
not intended to affect the roles of the parties in connection with providing mutual aid assistance;
coordination of mutual aid activities and chain-of-command issues shall be governed by the
separate mutual aid agreement or state law provisions under which assistance is being provided.
5. Non-Appropriation of Funds. Dallas and Fort Worth 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 parry'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.
City of Dallas and City of Fort Worth Communications System Agreement
Page 2 of 9
21583 7
6. Right to Audit. Dallas and Fort Worth agree that the parties shall 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, and at no additional cost, any directly pertinent books,
documents, papers, records, and communications of the other party involving transactions
relating to this Agreement. Parties agrees that each party shall have access during normal
working hours to all necessary facilities and shall be provided adequate and appropriate 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.
7. Assignment. Neither Dallas nor Fort Worth 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 such right shall not be unreasonably withheld. Any assignment
in violation of this provision shall be void.
8. No Waiver. The failure of either party to insist upon the performance of any
provision or condition of this Agreement or to exercise any right granted herein shall not
constitute a waiver of that parry's right to insist upon appropriate performance 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, neither Dallas nor Fort Worth waives or surrender any of its governmental
powers or immunities.
10. Amendments. No amendment to this Agreement shall be binding upon either party
hereto unless such amendment is set forth in writing, dated subsequent to the date of this
Agreement, and signed by both parties.
11. Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal or unenforceable,the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.
12. Confidential Information. To the extent permitted by law,Dallas and Fort Worth
for themselves and their officers, agents and employees, agree that each party shall treat all
information provided to it by the other party as confidential ("City Information") and shall not
disclose any such information to a third party without the prior written approval of the other
party, unless such disclosure is required by law, rule, regulation, court order, in which event the
party shall notify the other party in writing of such requirement in sufficient time to allow the
other party to seek injunctive or other relief to prevent such disclosure. The parties shall store
and maintain the other party's information in a secure manner and shall not allow unauthorized
users to access,modify, delete or otherwise corrupt that Information in any way. The parties
shall notify the other immediately if the security or integrity of any Information has been
compromised or is believed to have been compromised.
13. Force Ma'eure. 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.
City of Dallas and City of Fort Worth Communications System Agreement
Page 3 of 9
2 1583 7
14. 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 City of Dallas
Attn: Assistant City Manager(IT) William Zielinski
200 Texas Street Chief Information Officer
Fort Worth TX 76102 1500 Marilla, 4D South
Facsimile: (817) 392-8654 Dallas, Texas 75201
With Copy to the City Attorney With Copy to the City Attorney
At same address At same address
15. Governing Law/Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. Venue for any action brought on the basis of this Agreement shall
lie exclusively in state courts located in Tarrant County, Texas, or Dallas County, Texas. In any
such action, each party shall pay its own attorneys' fees, court costs and other expenses incurred
as a result of the action.
16. Signature Authority. The person signing this Agreement hereby warrants that
he/she has the legal authority to execute this Agreement on behalf of his or her respective party,
and that such binding authority has been granted by proper order, resolution, ordinance or other
authorization of the entity. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
17. Entirety of Agreement. This written instrument, including all Exhibits attached
hereto, contains the entire understanding and agreement between Dallas and Fort Worth as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is hereby
declared mill and void to the extent in conflict with this Agreement. Any previously executed
Communication System Agreement between the parties shall be terminated simultaneously with
the final execution of this Agreement by both parties.
18. Counterparts. This Agreement may be executed in one or more counterparts and
each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall
together constitute one and the same instrument.
(Signature Page Follows)
City of Dallas and City of Fort Worth Communications System Agreement
Page 4 of 9
21583 7
Agreed and Accepted:
CITY OF FORT WORTH: CITY OF DALLAS:
T.C. BROADNAX
CITY MANAGER
By:
Valerie Washington By: _
Assistant City Manager Assistant City Manager
Date: Jun 25,2021 Date: Jun 29,2021
APPROVAL RECOMMENDED:
By:
Kevin Gunn
Director
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.
By:
Name: Alan Girton
Title: Senior IT Manager
APPROVED TO FORM APPROVED AS TO FORM:
AND LEGALITY: CHRISTOPHER J. CASO
CITY ATTORNEY
By: a-sc
J.B. Strong By: ' ^
Assistant City Attorney Assistant City Attorney
ATTEST: ��F*-00�R0k&
a
OO
Mary J. Kayser �v o
City Secretary d� °oo d
j 00000000 ICY
SEXP!a
Contract Authorization:
M&C: 21-0366
Date Approved: June 8,2021
OFFICIAL RECORD
City of Dallas and City of Fort Worth Communications System Agreement CITY SECRETARY
Page 5 of 9
FT. WORTH, TX
21583 7
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
"Interoperable Communications Governance Committee" shall mean that group of individuals
tasked with maintaining and administering the Interoperable Communications Plan. 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.
"Interoperable Communications Plan" (the "Plan") means the plan developed and established by
Dallas, Fort Worth and the Governance Committee to facilitate, enhance and simplify radio
communications among all agencies utilizing the Radio Systems.
"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
Systems.
"Partner Agency" shall mean any government or private entity that executes an agreement with
one or both of the parties to access their respective Radio Systems.
"Radio ID" shall mean the unique identifier assigned to each subscriber radio.
"Radio System" shall mean all the facilities, hardware, software, infrastructure and associated
licensing that comprise the infrastructure of a trunked voice radio system.
"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 a Master
Switch.
"Subscriber Radio"shall mean a radio that has a unique 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.
"Talkgroup" shall mean a specific group of Subscriber Radios allowed to communicate privately
within that group over shared infrastructure resources.
"Talkgroup ID" shall mean the unique identifier assigned to each talkgroup.
City of Dallas and City of Fort Worth Communications System Agreement
Page 6 of 9
2 1583 7
TERMS OF USE
1. Dallas and Fort Worth shall each maintain responsibility for the installation and
maintenance of their respective Radio Systems. Where the Dallas System and Fort Worth System
interconnect, clear mutually-agreed demarcation points will be established and documented.
2. Dallas and Fort Worth will each be the Licensee of the Federal Communications
Commission (FCC) license(s) that their respective Radio Systems use for operation. This
Agreement shall not be construed or interpreted to grant,convey,or otherwise provide either party
with any rights whatsoever to the other's FCC license(s)or to the Radio Frequency spectrum used
by the their respective Radio Systems.
3. Dallas and Fort Worth will each be responsible for managing infrastructure loading
and demand for their respective Radio Systems. Either party may take actions appropriate to
protect their respective Radio Systems without the consent of the other party. Parties agree to
notify each other if actions taken could be reasonably expected to impact the operations of the
other party or its Partner Agencies.
4. Each party agrees to comply with standards established by the Statewide
Interoperability Communications (SWIC) office of the Texas Department of Public Safety
regarding the assignment of radio IDS. Parties will assign radio IDS for its subscriber units only
from the radio ID blocks assigned by the SWIC to the respective systems.
5. Parties agree to coordinate the assignment of talkgroup IDS to ensure each assigns
unique IDS to their respective talkgroups.
6. Dallas agrees to utilize the naming conventions established by Fort Worth for radio
talkgroups and subscriber aliases. Fort Worth shall continue to employ the same standard for
naming convention. Standards may not be modified without the mutual consent of both parties.
7. Parties will be responsible for administering the encryption key systems for their
respective systems. Each will maintain its own Key Management Facility. Parties will comply
with the standards established by the SWIC for the assignment of the Common Key References to
subscriber units within their respective systems.
8. Dallas and Fort Worth agree to restrict the availability of system softkeys to their
respective support organizations. Parties shall not provide system softkeys to agencies or
organizations external to their own support organizations. Advanced System Keys(ASK)may be
distributed to external agencies as required. Each party will be responsible for the administration
of the ASKS, including the establishment of ASK expirations.
9. Each party agrees to implement reasonable measures to minimize risks associated
with cybersecurity, and to conform to accepted cybersecurity practice. Monthly and quarterly
security updates to hardware, software, operating systems and other system components will be
applied on an established schedule. Each party shall ensure a cybersecurity assessment is
performed at least every two years. Parties shall not be required to provide detailed assessment
findings to each other.
City of Dallas and City of Fort Worth Communications System Agreement
Page 7 of 9
21583 7
10. Parties shall execute with Motorola Solutions, Inc., System Upgrade Agreements
for their respective Radio Systems. Unless the parties mutually agree otherwise, the upgrade of
the Radio Systems to the same current level will occur every two years. The parties agree to
coordinate the timing of the upgrades to occur as close to each other as possible. Each party will
be responsible for coordination of upgrade activities with their respective Partner Agencies.
11. Parties may establish partnerships with external agencies and organizations for the
purpose of providing radio services,allowing external agencies' Site Repeater Systems to connect
to the parties' respective master switches, establishing connectivity to other master switches, or
providing other services. Each party shall notify the other party when agreements are established
with new Partner Agencies.
12. The parties agree to take all reasonable actions to prevent competing with each
other to establish agreements with new Partner Agencies. Dallas shall restrict its activity to Dallas
County and areas east of Interstate Highway 35. Fort Worth shall restrict its activity to Tarrant
County and areas west of Interstate Highway 35. Notwithstanding the foregoing,Fort Worth shall
be authorized to maintain agreements with Partner Agencies in Ellis counties and its existing
agreements with Partner Agencies in Dallas County. Partner Agencies with existing agreements
with Fort Worth shall not be prevented from expanding services to adjoining jurisdictions.
13. Each party shall agree to recognize the other's autonomy in the management and
administration of their respective Radio Systems, but shall coordinate activities that could
potentially impact the other's operations. Activities that could result in higher costs,or could result
in a requirement to upgrade existing systems or subscriber units, or could significantly impact
operations shall be coordinated with the other party and its Partner Agencies with reasonably
sufficient notice. Neither party is authorized to invoice or cause a third party to invoice the other
party for materials or services without written approval.
14. Each party shall establish their own governance methods and organizations in
accordance to its unique requirements. The parties will provide representatives to participate —
each other's governance organization meetings. In addition, Dallas and Fort Worth agree to
establish an annual meeting of their representatives and representatives of Partner Agencies to
review overall policy,procedures and issues.
15. Dallas and Fort Worth will establish a joint interoperable communications plan and
will encourage its users and Partner Agencies to comply with the plan. The plan shall be
documented and posted on each party's public website. Both parties will make reasonable efforts
to encourage users of their respective Radio Systems to comply with the plan. The plan will be
developed and administered by an Interoperable Communications Governance Committee
comprised of representatives of Partner Agencies from both Radio Systems. In addition, both
parties may establish and maintain interoperable communications plans unique to their respective
Radio Systems and Partner Agencies.
16. Common interoperable communications talkgroups will be established between the
two Radio Systems. The common talkgroups will be able to roam across both Radio Systems,and
be accessible by authorized users. Unless written authorization has been obtained, talkgroups
City of Dallas and City of Fort Worth Communications System Agreement
Page 8 of 9
215837
specific to Dallas, Fort Worth or a Partner Agency may not roam from one parry's Radio System
to the other party's Radio System.
17. Dallas and Fort Worth will each provide three (3) encrypted talkgroups on their
respective Radio Systems for use by Dallas and Fort Worth.
18. Either Dallas or Fort Worth may terminate this Agreement for any reason, with or
without cause, upon one hundred eighty (180) days written notice to the other party. Both parties
further reserve the right to terminate this Agreement immediately,or deny access to the other party,
upon notice of other party's misuse of their Radio Systems. Notwithstanding the foregoing, each
party, in its sole discretion,reserves the right to immediately deny access to the other party 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 parties' Radio Systems.
Each party will use best efforts to restore access to the other party as soon as possible once the
security breach, emergency, operational issue, or critical incident is resolved.
COMPLIANCE WITH LAWS
20. Each party 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 parties will also comply with the
guidelines, or procedures set out in this Agreement. Furthermore, each party is responsible for
enforcing such compliance by its employees,directors,officers,agents,authorized representatives,
subcontractors, and consultants for its Radio System. Furthermore, each party will be responsible
for payment of any fines and penalties levied against the other party (as the license holder) as a
result of improper or unlawful use of the Radio System,including subscriber units,owned or leased
by the party.
[End of Document]
City of Dallas and City of Fort Worth Communications System Agreement
Page 9 of 9
City of Fort Worth,Texas
21583 7
Mayor and Council Communication
DATE: 06/08/21 M&C FILE NUMBER: M&C 21-0366
LOG NAME: 04CITY OF DALLAS COMMUNICATIONS SYSTEM AGREEMENT
SUBJECT
(ALL)Authorize Execution of a Communications System Agreement with the City of Dallas to Connect their Two-Way Public Safety Radio
Systems Together for Interoperable Communications
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a communications system agreement with the City of Dallas to connect their two-
way public safety radio systems together for interoperable communications.
DISCUSSION:
The City of Fort Worth(Fort Worth)anchors a public safety radio communications system that provides primary communications to more than 75
agencies in North Texas. These agencies are primarily in Tarrant,Johnson,Ellis and Dallas counties. The City of Dallas(Dallas)is establishing a
similar system scheduled for completion in early 2022.
Under the proposed agreement, Fort Worth and Dallas will establish a connection between the two systems. For normal operations,the systems
will operate as totally separate systems,but for mutual aid operations will operate as a single interoperable communications system to be known
as the North Texas Interoperable Radio Network(NTIRN). Fort Worth and Dallas will retain ownership and responsibility for managing and
maintaining their respective communications systems. No additional costs will be incurred by Fort Worth resulting from this agreement.
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
Dallas
FISCAL INFORMATION/CERTIFICATI
The Director of Finance certifies that approval of this recommendation will have no material effect on City funds.
Submittedr Cily Manager's ffi by: Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Donlen Ruffin 2017