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HomeMy WebLinkAboutContract 44759 (2)CITY SECRETARY )1111 \ CONTRACT NO. THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS COUNTY OF TARRANT COMMUNICATIONS SYSTEM AGREEMENT CATEGORY 1 — GOVERNMENT ENTITY TRUNKED VOICE RADIO SYSTEM USER AND CATEGORY 2 — GOVERNMENT ENTITY MASTER SWITCH USER 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 Ci y of Mansfield ("USER"), acting herein by and through its duly authorized (; /f,/ , each 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 USER 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 or those payments from current revenues legally available to that party; and WHEREAS, each governing body finds that the subject of this Agreement is necessary for the benefit of the public and each has the legal authority to perform and to provide the governmental function or service which is the subject matter of this Agreement; and WHEREAS, each governing body finds that the performance of this Agreement is in the common interest of both parties and that the division of costs fairly compensates the performing party for the services or functions under this Agreement; and WHEREAS, Fort Worth owns, operates, and maintains Trunked Voice Radio Systems for the purpose of providing Public Safety voice radio communications and is the sole licensee of the CFW Trunked Voice Radio Systems with all privileges and responsibilities thereof; and WHEREAS, USER owns and maintains P25-compliant digital radios and radio system infrastructure capable of providing partial coverage within USER's geographic boundaries and for which USER desires access to and use of Fort Worth's master switch; and WHEREAS, a portion of the territory within USER's geographic boundaries is not Communications System Agreement Cat. 1 and 2 — Mansfield RECEIVED AUG 2 7 2013 ©ITV SECHE IRY CftYOI TC19 `till Page 1 of 10 covered by USER's radio system infrastructure, and USER desires to access CFW radio system infrastructure via USER's owned radio equipment in order to provide coverage for this area. NOW THEREFORE, Fort Worth and USER agree as follows: 1. GRANT OF LICENSE Fort Worth hereby grants the USER specific permission (1) to operate USER's owned P25- compliant digital field radio equipment or P25-compliant digital equipment attached and/or interfaced to the CFW Trunked Voice Radio System, and (2) to operate USER's owned Motorola Solutions ASTRO® Site Repeater System, Console System or equipment attached and/or interfaced to the CFW Project 25 Master Site located at the Eagle Mountain Communications Site at 6869 Bowman Roberts Road, Fort Worth, Texas. The Trunked Voice Radio System and Project 25 Master Site are referred to collectively herein as the "System." USER's license to use the System is conditioned on and subject to compliance with the specific details and requirements for use set forth in "Exhibit A, Terms of Use," which is attached hereto, incorporated herein, and made a part of this Agreement for all purposes. USER's owned field radio equipment or equipment that is attached and/or interfaced to the CFW Trunked Voice Radio System shall be considered Subscriber Radios as defined in the Terms of Use. 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. 3. COMPENSATION USER shall remit payment to Fort Worth in the amount and manner set forth in Exhibit A. 4. LIABILITY Nothing in the performance of this Agreement shall impose any liability for claims against Fort Worth or USER other than claims for which liability may be imposed by the Texas Tort Claims Act. Nothing contained herein shall constitute a waiver of any immunity or other defense available to any party 5. INDEPENDENT CONTRACTOR It is expressly understood and agreed that USER shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of Fort Worth. Subject to and in accordance with the conditions and provisions of this Agreement, USER shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. USER acknowledges that the doctrine of respondeat superior Communications System Agreement Cat. I and 2 — Mansfield Page 2 of 10 (J* shall not apply as between Fort Worth, its officers, agents, servants and employees, and USER, its officers, agents, employees, servants, contractors and subcontractors. USER further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Fort Worth and USER. 6. NON -APPROPRIATION OF FUNDS Fort Worth and USER will use best efforts to appropriate sufficient funds to support obligations under this Agreement. However, in the event that sufficient funds are not appropriated by either party'.s governing body, and as a result, that party is unable to fulfill its obligations under this Agreement, that party (i) shall promptly notify the other party in writing and (ii) may terminate this Agreement, effective as of the last day for which sufficient funds have been appropriated. 7. RIGHT TO AUDIT USER agrees that until the expiration of three (3) years after termination of this Agreement, Fort Worth shall have, at no additional cost to Fort Worth, 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 Fort Worth shall have access during normal working hours to all necessary USER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. Fort Worth shall give USER reasonable advance notice of intended audits. 8. ASSIGNMENT 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 Fort Worth, which such right shall be granted solely at the discretion of Fort Worth. 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. AMENDMENTS No amendment to this Agreement shall be binding upon either 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 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. Communications System Agreement Cat. 1 and 2 — Mansfield Page 3 of 10 12. CONFIDENTIAL INFORMATION To the extent permitted by law, USER for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by Fort Worth ("Fort Worth Information") as confidential and shall not disclose any such information to a third party without the prior written approval of Fort Worth. USER shall store and maintain Fort Worth Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Fort Worth Information in any way. USER shall notify Fort Worth immediately if the security or integrity of any Fort Worth 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. However, if either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or city government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the Party's reasonable control (each a "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended during the continuance of such event. 14. GOVERNING LAW / VENUE This Agreement shall be construed in accordance with the laws of the State of Texas. Venue for any action brought on the basis of this Agreement shall lie exclusively in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. In any such action, each party shall pay its own attorneys' fees, court costs and other expenses incurred as a result of the action. 15. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have had the opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits hereto. 16. 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 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. Communications System Agreement Cat. 1 and 2 — Mansfield Page 4 of 10 JU 17. ENTIRETY OF AGREEMENT This written instrument, including all Exhibits attached hereto, contains the entire understanding and agreement between Fort Worth and USER as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with this Agreement. This Agreement may not be amended unless set forth in writing and signed by both parties. EXECUTED IN MULTIPLE ORIGINALS on this theY;day o CITY OF FORT WORTH: By: /` Of - Sus anis Assistant Ci y Ma ager Date: ��'t ' 1 ATTEST: By: Mary J. Kay City Secretary APPROVED TO FORM AN IT : By: Denis C. McElroy Assistant City Attote Contract Authorization: M&C: C 7 ' (a Date Approved: (20)20 Communications System Agreement Cat. I and 2 — Mansfield CITY OF MANSFIELD: B Title: Gr-►.ti✓L Date: 6 , v6 t , 20 ATTES : • By: Name: Title: APPROVED TO LEGALITY: By: Name: /% ,o9.�/ Title: /9 -r 0-giv • OFFICIAL RECORD CITY SECRETARY of 10 FT. WORTH, TX J& 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 "Console System" shall mean all hardware and software associated with any dispatch console or set of consoles owned and operated by the USER that are connected to the CFW master switch. "Infrastructure Support Fee" shall mean the annual fee charged by CFW to offset any actual increased costs incurred by Fort Worth in the operation and maintenance of the radio systems. The annual Infrastructure Support Fee is billed per active subscriber radio ID, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur on a pro-rata basis when new radio IDs are issued, and thereafter, at the beginning of each CFW fiscal year. There will be no refunds or credits for radios removed from service during the year billed. "Interoperable Communications Plan" means the plan developed and established by CFW to enhance and simplify radio communications among all agencies utilizing the CFW public safety radio system or connecting its Site Repeater Systems or Console Systems to the CFW master switch. "Master Site" shall mean the hardware and software provided by CFW as the core component of the Motorola Solutions ASTRO 25 radio communications system. All Site Repeater Systems must connect to the Master Site. "Private Call" shall mean a trunked radio system feature that reserves channel resources specifically for conversations between two subscriber radios. Due to the radio infrastructure resource allocations required by "Private Call," this feature is normally not permitted on Fort Worth's trunked voice radio systems. "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 owned and operated by the USER to be connected to the CFW master switch. "Software Upgrade Agreement Fee" shall mean the annual fee charged by CFW to offset cost incurred by Fort Worth from Motorola Solutions for the maintenance of the Software Upgrade Agreement applicable to the USER's Site Repeater Systems and Console Systems. "Subscriber Radio" shall mean a control station (desk top radio), mobile radio, or portable radio, which has a unique identification number and is programmed to operate on the CFW Trunked Voice Radio System. "Talk Group" shall mean a specific group of subscriber units allowed to communicate privately within that group over shared infrastructure resources. Communications System Agreement Cat. 1 and 2 — Mansfield Page 6 of 10 1U TERMS OF USE 1. USER's radios will have access to CFW System infrastructure only via the Rolling Hills site and access will be limited to no more than 20 channels. USER acknowledges that access to CFW infrastructure is intended as secondary in nature. Therefore, if USER radio equipment is within range of one of USER's radio sites, the radio will be denied access to the CFW radio site. 2. CFW shall provide and maintain the Motorola Solutions ASTRO 25 Master Site to which the USER's Site Repeater Systems and Console Systems will connect. If the USER increases its number of Site Repeater Systems or Console Systems, the USER will incur all costs, if any, resulting from the expansion of capacity of the System and associated hardware and software required to accommodate the USER's additions. 3. The installation and maintenance of the CFW Trunked Voice Radio Systems infrastructure equipment is the responsibility of CFW unless otherwise stated in this Agreement. 4. CFW shall execute with Motorola Solutions a Software Upgrade Agreement for the System, every ASTRO 25 radio site connecting to the System (including those owned and operated by the USER), and all other hardware such as Console Systems that would be affected by the software upgrades, including those owned and operated by the USER. Unless the USER is notified otherwise, the software for the System, all Site Repeater Systems and all Console Systems will be upgraded to the current level every two years. The USER will provide all reasonable coordination necessary for the upgrade of its Site Repeater Systems and Console Systems. 5. CFW shall provide radio IDs for all radios and dispatch consoles owned and operated by the USER. USER must provide written authorization to Fort Worth prior to the release of the USER's radio IDs or any other information to a third party vendor or agency. 6. The acquisition, installation and maintenance of the USER's Site Repeater Systems and Console Systems are the responsibility of the USER unless otherwise stated in this Agreement. The USER will be responsible for managing infrastructure loading and demand of the USER's Site Repeater Systems. 7. The USER will be responsible for the acquisition, programming, and maintenance of all Subscriber Radios and consoles, as well as any special equipment interfaced to the CFW Trunked Voice Radio System infrastructure such as ID decoding equipment. 8. The USER is the holder of the FCC (Federal Communications Commission) license(s) that the USER's Site Repeater System uses for its operation. CFW is the holder of the FCC license(s) that the CFW Trunked Voice Radio System uses for its operations. Nothing in this Agreement shall be construed or interpreted to grant either party any entitlement whatsoever to the rights and privileges granted to the other party by virtue of its license or to any Radio Frequency spectrum assigned to the other party. Communications System Agreement Cat. 1 and 2 — Mansfield Page 7 of 10 9. The USER is responsible for providing all leased circuits and associated hardware and software necessary to connect its Site Repeater Systems and Console Systems to the System. All costs associated with provision of connectivity will be borne by the USER. Connectivity methods are limited to terrestrial facilities leased through a licensed carrier. Other connectivity methods, such as microwave, will require the prior approval of CFW and will result in additional costs to the USER. 10. CFW makes no guarantee, either express or implied, as to radio signal strength or a specific level of radio coverage in a particular location. The USER is responsible for conducting appropriate and applicable in -building and geographical jurisdictional portable radio communications coverage testing to determine the expected radio coverage level. 11. USER shall use due diligence in the maintenance and configuration of their Subscriber Radio equipment to ensure that no USER radio causes a degradation to system operation. CFW shall have the right to remove from operation any field radio unit or equipment owned by USER that is operating on, attached and/or interfaced to the CFW infrastructure if such equipment is found to cause interference or harm to the System in any way. CFW reserves the right to request that USER operated field radio units or equipment operating on, attached and/or interfaced to the infrastructure be tested for proper operation and/or repaired by an authorized radio repair facility approved by CFW. The cost of such testing or repair will be the sole responsibility of USER. Furthermore, CFW shall have the right to deactivate, without prior notification to or consent of USER, any field radio suspected of causing interference, intentionally or unintentionally, to any other radios on the System or the System's operation. 12. In order for USER radios to operate as Subscriber Radios on the CFW System, USER will be assigned talk group ID's unique to USER operation. No other agency will be authorized to use USER talk groups without the express written permission of USER, and a copy of such permission must be on file with CFW. CFW reserves the right to require certain talk group ID's to be programmed in USER radios. Additionally, CFW shall have the right to limit the number of talk group ID's to be used by USER and to disable talk groups ID's as it deems appropriate. 14. CFW will be responsible for managing infrastructure loading and demand. CFW reserves the right, without notice to incumbent users, to enter into agreements with other entities for use of the System or to deny the addition of new Subscriber Radio equipment to any user of the System, with such decisions to be based solely on CFW's analysis and determination as to whether other entities, agencies, or equipment can be added to the System without adversely impacting the System over its life. 15. USER is prohibited from utilizing telephone interconnect on Fort Worth's trunked voice radio systems, connecting to either the PSTN (Public Switched Telephone Network) or its internal phone system(s) through a console patch into the CFW trunked voice radio system, or connecting to any subscriber radio on the System. 16. Due to the radio infrastructure resource allocations required by "Private Call," USER is not permitted to utilize "Private Call" on the CFW's trunked voice radio systems. Communications System Agreement Cat. 1 and 2 — Mansfield Page 8 of 10 vU 17. USER is not permitted to utilize any form of data communications on Fort Worth's trunked voice radio systems. 18. CFW will establish a coordinated Interoperable Communications Plan to apply to CFW and the users of its System. USER agrees to participate in the Plan and include the Plan's interoperable talk groups in the programming of its Subscriber Radios and Console Systems. 19. Either USER or CFW may terminate this Agreement for any reason, with or without cause, upon one hundred eighty (180) days written notice to the other party. CFW, in its sole discretion, shall have the right to deny USER access to the radio infrastructure and/or the right to terminate the Agreement immediately if USER fails to make full payment of invoiced system fees within thirty (30) days of the date payment is due. CFW further reserves the right to terminate this Agreement immediately, or deny access to the USER, upon notice of USER's misuse of the System. APPLICABLE FEES 20. Effective October 1, 2013, and each year thereafter as long as this Agreement is in effect, USER shall pay the CFW an Annual Subscriber Unit Fee in the amount of $4.00 per month, per Subscriber Radio, payable in advance on an annual basis for all active radio IDs issued to USER at the time of the annual billing. Invoicing will occur on a pro-rata basis when new Radio IDs are issued, and thereafter, at the beginning of each CFW fiscal year. Further, at the beginning of each fiscal year of this Agreement, CFW may increase the Annual Subscriber Unit Fee to offset any actual increased costs incurred by Fort Worth in the operation and maintenance of the System. There will be no refunds or credits for radios removed from service during the fiscal year. 21. USER shall pay the CFW an Annual Software Upgrade Fee equal to the amount invoiced to CFW by Motorola Solutions, Inc., or its successors, for the upgrade of the USER's Site Repeater Systems, Consoles Systems and any other component subject to upgrade as a result of the upgrade of the System. COMPLIANCE WITH LAWS 22. The USER shall comply with all current and future Federal, State, and Local laws, Ordinances, and Mandates, including Federal Communications Commission (FCC) rules and regulations regarding proper use of radio communications equipment. The USER will also comply with the guidelines or procedures set out in this Agreement. Furthermore, the USER is responsible for enforcing such compliance by its employees, volunteers, or any individual operating USER subscriber radio equipment. Furthermore, the USER will be responsible for payment of any fines and penalties levied against CFW (as the FCC licensee) as a result of improper or unlawful use of Subscriber Radio equipment owned by USER. 23. In order to comply with Federal, State, and Local Laws and/ or Mandates, CFW, as the FCC licensee, may need to act on behalf of the USER regarding possible modifications, reconfiguration, or exchange of owned subscriber radio equipment in order to meet these Communications System Agreement Cat. 1 and 2 — Mansfield Page 9 of 10 V obligations. For as long as this agreement is in force, the USER will allow CFW to facilitate such activities on USER's behalf as necessary. 24. In the instance where USER Subscriber Radio equipment is to be replaced in order to be in compliance with Federal, State, and Local Laws and/or Mandates, title and ownership of such replacement Subscriber Radio equipment shall pass directly to USER on delivery of Subscriber Radio equipment to the USER's site. The USER shall provide CFW, or its designee, with the Subscriber Radio equipment to be replaced, in good working order, as determined by CFW or its designee. USER shall be liable for payment of any fees associated with radios deemed to be not in proper working order. USER shall be liable for payment of any fees associated with upgrades to Subscriber Radio equipment. Communications System Agreement Cat. 1 and 2 — Mansfield Page 10 of 10 M&C Review Official site of the City of Fort Worth, Texas COUNCIL ACTION: Approved on 8/20/2013 REFERENCE** 04CITY OF MANSFIELD DATE: 8/20/2013 NO ; C-26396 NAME: COMMUNICATIONS SYSTEMS AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Communications Systems Agreement with the City of Mansfield for Participation in the City of Fort Worth' s Two -Way Public Safety Radio System at No Cost to the City of Fort Worth (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Communications Systems Agreement with the City of Mansfield for participation in the City of Fort Worth's Two -Way Public Safety Radio System in which the City of Mansfield will reimburse its share of operations and maintenance to ensure no cost to the City of Fort Worth and for annual reimbursement estimated to be approximately in the amount of $6,900.00 and the City of Mansfield will reimburse the City of Fort Worth for their share of the Software Upgrade Agreement. DISCUSSION: The City of Fort Worth (City) maintains Agreements to provide access to its two-way radio systems by other public safety agencies in Tarrant and Denton 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. The City of Mansfield (Mansfield) has approved a Communications System Agreement to use a portion of the City' s new digital Public Safety Radio System. Mansfield will provide its own radios, radio tower and infrastructure required to provide coverage for most of the territory in Mansfield, but will utilize the City's P25 radio master switch or core to run its system. Mansfield units will also utilize the City's Rolling Hills radio site to provide coverage to the northern portions of Mansfield. The addition of Mansfield will require no change or expansion to the City's radio system To ensure the software levels of the radio systems remain current and under support, the City will utilize a Motorola Software Upgrade Agreement that encompasses all external agencies that connect to the City's P25 master switch. The use of a single Software Agreement to cover all users will result in a 9.1 percent discount in the cost for all agencies, including the City. The Communications System Agreement with Mansfield allows the City to invoice Mansfield for its share of the Motorola Software Upgrade Agreement, as well as Mansfield's annual subscriber fee, which is estimated to be approximately in the amount of $6,900.00 annually. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. The Information Technology Solutions Department is responsible for the collection http://apps.cfwnet.org/council packet/mc_review.asp?ID=18833&councildate=8/20/2013[8/21/2013 8:38:00 AM] M&C Review and deposit of funds due to the City. TO Fund/Account/Centers PI68 475700 0046020 $6.900.00 Submitted for City Manager's Office by:. Originating Department Head;, Additional Information Contact:. ATTACHMENTS FROM Fund/Account/Centers Susan Alanis (8180) Peter Anderson (8781) Steve Streiffert (2221) Alan Girton (8484) http://apps.cfwnet.org/councilpacket/mc_review.asp?ID=18833&councildate=8/20/2013[8/21/2013 8:38:00 AM]