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HomeMy WebLinkAboutContract 60395CSC No. 60395 COMMUNICATIONS SYSTEM AGREEMENT 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 City of Hurst ("USER"), acting herein by and through its duly authorized Assistant Police Chief, 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, 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. 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® 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. Communications System Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 full force and effect unless terminated in accordance with the provisions set forth herein and in Exhibit A. 3. Compensation. USER shall remit payment to 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. Communications System Agreement Page 2 of 9 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 a City information has been compromised or is believed to have been compromised. 13. Force Majeure. CFW and USER will exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public enemy; fires; strikes; lockouts; natural, disasters; wars; riots; epidemics or pandemics; government action or inaction; orders of government; material or labor :restrictions -by:any-governmental authority; transportation problems; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any States; civil disturbances; other national or regional emergencies; or any other similar cause not enumerated herein but which is beyond the reasonable control of the Party whose performance is affected (collectively, "Force Majeure Event"). The performance of any such obligation is suspended during the period of, and only to the extent of, such prevention or hindrance, provided the affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure Event, with the reasonableness of such notice to be determined by CFW in its sole discretion. The notice required by this section must be addressed and delivered in accordance with Section 14 of this Agreement. 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 Attn: Valerie Washington, Assistant City Manager 200 Texas Street Fort Worth TX 76102 Facsimile: (817) 392-8654 City of Hurst Attn: Billy Keadle, Asst. Police Chief 825 Thousand Oaks Dr. Hurst, TX 76054 Facsimile: (817) 788-7195 Communications System Agreement Page 3 of 9 With Copy to the City Attorney 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 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. 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. 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: 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.` 19. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature. For these purposes, "electronic signature" means electronically scanned and: transmitted .versions (e.g. via pdf file or facsimile transmission) of .an original signature, or signatures electronically inserted via software such as Adobe Sign. [Signature Page Follows] Communications System Agreement Page 4 of 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples, CFW: By: Valerie Washington (Nov 1, 2023 16:25 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Nov 1, 2023 USER: By: Name: Billy Kead Title: Assistant Police Chief Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: IM&C NUMBER Form 1295: FORM 1295 NUMBER 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. Le.--.G,.,0+- • By: Lawrence Crockett (Oct 27, 2023 09:53 CDT Name: Lawrence Crockett Title: Senior IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary Communications System Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A CATEGORY 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 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 USER's 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 USER 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. Communications System Agreement Page 6 of 9 TERMS OF USE 1. The CFW shall provide and maintain the Motorola Solutions ASTRO 25 Master Site to which the USER's Site Repeater Systems and Consoles System 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. 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 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, 3. The CFW shall provide radio IDs 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 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. 5. The USER will be responsible for the acquisition, programming, and maintenance of all subscriber radios. 6. The USER is the holder of the FCC (Federal Communications Commission) license(s) that the USER's Site Repeater System uses for its operation. 7. 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. 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. Communications System Agreement Page 7 of 9 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 usersof 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 one hundred eighty (1.80) 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 Agreementimmediately, or deny access to the USER, upon notice of USER misuse of the system. 12. USB ports on the USER's Console Systems must be deactivated except during maintenance activity. All security patches related to operating systems and other associated software must be maintained at current manufacturer -tested levels. Anti -virus definitions shall be maintained at current software -provider levels. 13. CFW shall be authorized to monitor the USER'S Console Systems and other computing equipment for compliance to patching and anti -virus levels. If the USER is notified by CFW that patching and anti -virus levels are not current, USER shall take appropriate steps to apply current patches and anti -virus definitions within ten (10) business days of notification. 14. USER agrees to allow CFW to engage a third -party consultant, at CFW's expense, to perform a eybersecurity audit at the USER premises containing the USER's Console System no more than every two years. CFW agrees to provide the results of the audit, as it pertains to the USER's Console System and premises, with the USER. USER agrees to provide reasonable access to the third -party consultant necessary to perform a comprehensive cybersecurity audit. Consultant staff shall meet the qualifications specified for personnel. screening in the Criminal Justice Information Systems (CJIS) Security Policy of the United States Department of Justice, APPLICABLE FEES Communications System Agreement Page 8 of 9 15. USER shall pay the CFW an Annual Subscriber Unit Fee in the amount of $2.15 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. 16. USER shall pay the CFW an Annual Software Upgrade Fee equal to the amount invoiced to the 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 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. Communications System Agreement Page 9 of 9