HomeMy WebLinkAboutContract 59988CSC No. 59988
SUBSCRIBER SERVICES INTERLOCAL AGREEMENT
This SUBSCRIBER SERVICES 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 Red Oak ("CRO or Red Oak"), acting
herein by and through its duly authorized City Manager, individually referred to as a "party,"
collectively referred to herein as the "parties." The CFW or Fort Worth shall include all employees,
directors, officers, agents, and authorized representatives. RED OAK shall include all employees,
directors, officers. agents, and authorized representatives.
RECITALS
WHEREAS, this Agreement is made under the authority of Sections 791, Texas
Government Code; 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 4
WHEREAS, it is the collective desire of both Fort Worth and RED OAK to allow Fort
Worth to provide RED OAK with installation, maintenance and repair services for wireless
communications components and systems.
NOW THEREFORE, port Worth and RED OAK 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 or repair
necessary to maintain it in good working order. Upon request, CFW shall also install and remove
equipment from vehicles for reuse or disposal. RED OAK shall approve equipment installation
location and configuration prior to commencement of work, and will inspect and approve
installation upon completion.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Subscriber Services Agreement Page t of 7
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 "Effective Date") and shall continue
in frill force and effect unless terminated in accordance with the provisions set forth herein and in
Exhibit A.
3. Compensation. RED OAK shall remit payment to Fort Worth 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 C F W provided that CFW shall provide not less than sixty
(60) days advance written notice to RED OAK 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 RED OAK no later than the 21st day
of the month following the end of each billing period, with the invoice dated on the day it is sent.
RED OAK 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. Liability. 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 RED OAK shall
operate as an independent contractor as to all rights and privileges granted herein, and not as agent,
representative or employee of the CFW. Subject to and in accordance with the conditions and
provisions of this Agreement, RED OAK 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. RED OAK
acknowledges that the doctrine of responclecit superior shall not apply as between the CFW, its
employees, directors, officers, agents, and authorized representatives, and RED OAK and its
employees, directors, officers, agents, authorized representatives, subcontractors, and consultants.
RED OAK further agrees that nothing herein shall be construed as the creation of a partnership or
joint enterprise between CFW and RED OAK.
6. Non -Appropriation of Funds. Fort Worth and RED OAK will use best efforts to
appropriate sufficient funds to support obligations under this Agreement. However, in the event
that sufficient fiends 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 (1) 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. RiLht to Audit. RED OAK 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
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access to and the right to examine at reasonable times any directly pertinent books, documents,
papers, records, and communications of the RED OAK involving transactions relating to this
Agreement. RED OAK agrees that the CFW shall have access during normal working hours to
all necessary RED OAK facilities and shall be provided adequate and appropriate work space in
order to conduct audits in compliance with the provisions of this section. The CFW shall give
RED OAK reasonable advance notice of intended audits.
S. Assiinment. RED OAK 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 ;ranted 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 Aureement, the neither CFW nor RED OAK 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, RED OAK for itself and
its officers, agents and employees, agrees that it shall treat all information provided to it by the
CFW as confidential ("City Information") and shall not disclose any such information to a third
party without the prior written approval of the CFW, unless such disclosure is required by law,
rule, regulation. court order, in which event RED OAK shall notify CFW in writing of such
requirement in sufficient time to allow CFW to seek injunctive or other relief to prevent such
disclosure. RED OAK shall store and maintain City Information in a secure manner and shall not
allow unauthorized Red Oaks to access, modify, delete or otherwise corrupt City Information in
any way. RED OAK shall notify the CFW immediately if the security or integrity of any City
Information has been compromised or is believed to have been compromised.
14. Force Maieure. 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,
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or declaration of a state of disaster or emergency by the federal, state, county, or City government
in accordance with applicable law.
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, 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
Attn: IT Director
200 Texas Street
Fort Worth TX 76102
Facsimile: (817) 392-8654
With Copy to the City Attorney
At same address
City of Red Oak
Attn: Fire Chief
101 S Live Oak
Red Oak TX 75154
Facsimile:469-218-7713
Robert E. Hager
1800 Ross Tower
500 N. Akard
Dallas, Texas 75201
16. GoverninQ 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. Si( -)nature 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 as authorized by the respective governing bodies of the Parties. The
other party is fully entitled to rely on this warranty and representation in entering into this
Agreement.
18. Entirety of Agreement. This written instrument, including all Exhibits attached
hereto, contains the entire understanding and agreement between Fort Worth and RED OAK as to
the natters 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
Subscriber Services Agrcement 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 RED OAK or CFW may terminate this Agreement for any
reason, with or without cause, upon ninety (90) days written notice to the other party. The CFW,
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in its sole discretion, shall have the right to deny RED OAK services under this Agreement and/or
the right to terminate the Agreement immediately if RED OAK fails to make full payment of
invoiced fees within thirty (30) days of the date payment is due.
21. Compliance with Laws. The RED OAK 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.
Agreed and Accepted:
City of Red Oak:
By:
Name: ! Oda fe,// r
Title: C;iv i&eWo+ e i
Date: S'—/L- 202 3
APPROVED TO FORM AND LEGALITY
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
Subscriber Services Agreement Page 5 of 7
Cite of Fort Worth
ValeaI
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By: ngton (Aug 25, 202310:05 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Aug 25, 2023
Approval Recommended:
Bv:
Name: Kevin Gunn
Title: Director. IT Solutions
City Secretary:
By:
Name:
Jannette Goodall
Title:
City Secretary
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 • Lawrence Crockett (AuR 21, 202315:52 CDT)
Name: Lawrence Crockett
Title: Senior IT Manager
Approved as to Form an4l Legality:
By:
d�QFppT��LB Name: Taylor Paris
O�00000 °° 46
PIP.. s° oo�od Title: Assistant City Attorney
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
SUbscrlber Services Agreement Page 6 of 7
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. $73.00 per hour for work performed during regular business hours (Monday through
Friday from 7:30 AM to 6:00 PM except CFW holidays).
2. $109.00 per hour (isith a tu-o-hour nzinimzon) for work performed outside regular
business hours when Red Oak requests work to be performed during these hours.
3. A per -visit trip charge of $36.50 if Red Oak requests work to be performed at a site
other than the Fort Worth Radio Services site. Labor rate will be charted beginning
with technician's arrival to Red Oak 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 City plus 10%.
2. Services from third -parties (such as Motorola repair depot) will be billed at the vendor's
invoiced cost to the City plus 10%.
Flat Rate Services
Covered Services:
• Radio Tuning and Alignment (work performed at Fort Worth Radio Services site only)
Applicable Rates:
1. $36.50 per radio for units delivered by Red Oak to the Fort Worth Radio Services site.
?. $73.00 per mobile radio removed and reinstalled in Red Oak vehicles. Vehicle
must be delivered by Red Oak to the Fort Worth Radio Services site.
3. A trip charge of $146.00 if the Red Oak requests Fort Worth Radio Services staff to
pick up and deliver radios to Red Oak site.
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