HomeMy WebLinkAboutContract 44757 (2)CITY SECRETARY �J `,)
CONTRACT NO......
THE STATE OF TEXAS
KNOW ALL BY THESE PRESENTS
COUNTY OF TARRANT
COMMUNICATIONS SYSTEM AGREEMENT
CATEGORY 2 — GOVERNMENT ENTITY
MASTER SWITCH USER - NETCO
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 City of Keller
("USER"), a member city of the Northeast Tarrant County Radio Consortium ("NETCO"),
acting herein by and through its duly authorized City Manager, Steve Polasek, 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, in July 1994 the cities of Bedford and Colleyville entered into an interlocal
agreement to construct and operate the initial 800 MHz trunked radio system in Northeast
Tarrant County with the intent of offering membership to other agencies ("NETCO
Agreement"); and
WHEREAS, the cities of Keller, Euless, Grapevine and Southlake later adopted the
NETCO Agreement and joined Bedford and Colleyville to form the NETCO Consortium
(collectively the "NETCO member cities"); and
OFFICIAL RECORD
CITY 3F,CRE ARIr
FT. WOR1r '!I7Z
RECEIVED AUG 2 7 2013
WHEREAS, Fort Worth and the NETCO member cities can realize improvements in
interoperable communications capabilities among their public safety agencies by utilizing
common radio infrastructure; and
WHEREAS, the parties now wish to enter into this Agreement to allow each individual
NETCO member city to use Fort Worth's P25 radio master switch.
NOW THEREFORE, Fort Worth and USER agree as follows:
1. GRANT OF LICENSE
Fort Worth hereby grants the USER specific permission to operate its owned Motorola Solutions
ASTRO RO 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 "System") in accordance 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.
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.
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 the
City. 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 shall not
apply as between the City, 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 City 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 the City shall, 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 at no additional cost to the City. USER agrees that the City 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. The City 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 the City. Which such right shall be
granted solely at the discretion of the City.
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.
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 the City as confidential and shall not disclose
any such information to a third party without the prior written approval of the City. USER shall
store and maintain City Information in a secure manner and shall not allow unauthorized users to
access, modify, delete or otherwise corrupt City Information in any way. USER shall notify the
City immediately if the security or integrity of an City information has been compromised or is
believed to have been compromised.
13. FORCE MAJEURE
The parties shall exercise their best efforts to meet their respective duties and obligations
hereunder, but shall not be held liable for any delay in or omission of performance due to force
majeure or other causes beyond their reasonable control, including, but not limited to,
compliance with any state or federal law or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation
problems or existing contractual obligations directly related to the subject matter of this
Agreement.
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. 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.
16. 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.
[Signature Page Follows]
EXECUTED IN MULTIPLE ORIGINALS on this th2 day ��� �0 (,i
CITY OF FORT WORTH:
By:
&an Alanis
Assist nt Cily Manager
Date: 4, a, $
ATTEST:
B
Mary ys
City Secretary
APPROVED TO FORM
AND LEGAL IT:
By.
`4alcsliia armer \s Q. Mc04-0t(
Assistant City Attorney
Contract Authorization:
M&C: C 37)
Date Approved: ' 1 iP 12O13
CITY OF KELLER:
By: ;
Name:
Title:
Date:
ATTEST:
Lr eT/e,e4Z,1 L-
' j��e,�
APPROVED TO LEGALITY:
By:
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
I Ft WORTH, TX
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
"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 the City 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 when new radio IDs are issued on a pro-rata basis, 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.
"Software Upgrade Agreement Fee" shall mean the annual fee charged by CFW to offset cost
incurred by the City from Motorola Solutions for the maintenance of the Software Upgrade
Agreement applicable to the NETCO member cities' Site Repeater Systems and Console
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 NETCO member cities to be connected to the CFW master switch.
"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.
TERMS OF USE
1. The CFW shall provide and maintain the Motorola Solutions ASTRO 25 Master Site to which
the NETCO member cities' Site Repeater Systems and Consoles System will connect. If the
NETCO member cities increases its number of Site Repeater Systems or Console Systems, the
NETCO member cities will incur all costs equally, if any, resulting from the expansion of
capacity of the System and associated hardware and software required to accommodate the
NETCO member cities' additions.
2. The 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 NETCO member cities, 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 NETCO member cities are 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 NETCO member cities will provide all reasonable coordination necessary for the upgrade of
its Site Repeater Systems and Console Systems.
3. The CFW shall assign the USER exclusive use of a block of radio IDs adequate for all radios
and dispatch consoles owned and operated by the USER. USER agrees to assign radio IDs
exclusively from the assigned block for all radios and dispatch consoles owned and operated by
the USER. USER must provide written authorization to the CFW prior to the release of the
USER's radio IDs or any other information to a third party vendor or agency.
4. The acquisition, installation and maintenance of the NETCO member cities' Site Repeater
Systems, and Console Systems are the responsibility of the NETCO member cities unless
otherwise stated in this Agreement. The NETCO member cities will be responsible for
managing infrastructure loading and demand of the NETCO member cities' Site Repeater
Systems.
5. The USER will be responsible for the acquisition, programming, and maintenance of all
subscriber radios.
6. The Cities of Euless, Bedford and Southlake are the holders of the current FCC (Federal
Communications Commission) license(s) that NETCO member cities' Site Repeater System uses
for its operation.
7. The NETCO member cities are 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 NETCO
member cities. 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 NETCO member cities.
8. The 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.
9. 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. The 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. The 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 the CFW. The cost of such testing or repair will be the sole
responsibility of USER. Furthermore, the 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 systems or the systems operation.
10. The CFW will establish a coordinated Interoperable Communications Plan to apply to CFW
and the users of its systems. USER agrees to participate in the Plan and include the Plan's
interoperable talk groups in the programming of its subscriber units and Console Systems.
11. Either USER or CFW may terminate this Agreement for any reason, with or without cause,
upon three hundred sixty five (365) days written notice to the other party. The 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. The CFW further reserves the right to
terminate this Agreement, or deny access to the USER, if within twenty-four (24) hours after
notice of USER misuse of the system, the USER fails to discontinue the misuse.
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 spread of a security breach,
threatened security breach, emergency, operational issue, or other critical incident between the
Master Site and the Site Repeater System. The CFW must immediately restore access to the
USER once the security breach, emergency operational issue, or critical incident is resolved.
APPLICABLE FEES
12. Effective October 1, 2014, 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 $1.90 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 when new Radio IDs are issued on a pro-
rata basis, and thereafter, at the beginning of each CFW fiscal year. Further, at the beginning of
each fiscal year of this Agreement, the CFW may increase the Annual Subscriber Unit Fee to
offset any actual increased costs incurred by the City in the operation and maintenance of the
System. There will be no refunds or credits for radios removed from service during the fiscal
year.
13. USER shall pay the CFW an Annual Software Upgrade Fee equal to its pro rata share of the
amount invoiced to the CFW by Motorola Solutions, Inc., or its successors, for the upgrade of
the NETCO member cities' Site Repeater Systems, Consoles Systems and any other component
subject to upgrade as a result of the upgrade of the System. USER's pro rata share will be based
on the amount invoiced to CFW by Motorola Solutions, Inc., or its successors, for the upgrade of
the NETCO member cities' Site Repeater Systems, Consoles Systems and any other component
subject to upgrade as a result of the upgrade of the System. The Site Repeater Systems cost will
be divided by the total number of NETCO member cities. The costs associated with the Console
Systems and any other component subject to upgrade will be determined by the USER's actual
number of Console Systems and other upgraded components as of the date of the invoice. If any
NETCO member city fails to make full payment of invoiced system fees within sixty (60) days
of the date payment is due, or if the number of NETCO member cities decreases at any time,
USER agrees to pay its equal share of that NETCO member city's invoice divided by the
number of remaining NETCO member cities.
COMPLIANCE WITH LAWS
17. The USER 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 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 the CFW (as the licensee) as a result of
improper or unlawful use of subscriber radio equipment owned by USER.
18. In order to comply with Federal, State, and Local Laws and/ or Mandates, the CFW, as the
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
obligations. For as long as this agreement is in force, the USER will allow the CFW to facilitate
such activities on USER's behalf as necessary.
19. 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 upon delivery of subscriber
radio equipment to the USER's site. The USER shall provide the CFW, or its designee, with the
subscriber radio equipment to be replaced, in good working order, as determined by the 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.
M&C Review
Page 1 of 2
CITY COUNCIL AGENDA
COUNCIL ACTION: Approved on 8/6/2013
DATE: 8/6/2013 REFERENCE
NO.:
Official site of the City of Fort Worth, Texas
Fo T�H
04CITY OF KELLER
**C-26370 LOG NAME: COMMUNICATIONS SYSTEMS
AGREEMENT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Communications Systems Agreement with the City of Keller 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 Keller for participation in the City of Fort Worth's Two -Way Public Safety
Radio System in which the City of Keller 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 $3,500.00 and the City of Keller 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.
In June, the City of Keller (Keller) approved a Communications System Agreement to use a portion of
the City's new digital Public Safety Radio System. Keller is part of a six -city coalition known as
NETCO (Northeast Tarrant County). NETCO cities will provide their own radios, radio towers and
infrastructure required to provide coverage in northeast Tarrant County, but will utilize the City's P25
radio master switch or core, to run the NETCO system. The addition of the NETCO cities 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 Keller allows the City to invoice Keller for it's share of the Motorola Software Upgrade
Agreement, as well as Keller's annual subscriber fee, which is estimated to be approximately in the
amount of $3,500.00 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 and
deposit of funds due to the City.
http://apps.efwnet.org/council_ packet/mc_ review.asp?ID=18702&councildate=8/6/2013 8/7/2013
M&C Review Page 2 of 2
TO Fund/Account/Centers FROM Fund/Account/Centers
PI68 475700 0046020 $3.500.00
Submitted for Citv Manaaer's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
Susan Alanis (8180)
Peter Anderson (8781)
Alan Girton (8484)
Steve Streiffert (2221)
http://apps.cfwnet.org/council_packet/inc_review.asp?1D— 1 8702&councildate=8/6/20 I 3 8/7/2013