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HomeMy WebLinkAboutContract 61434DocuSign Envelope ID: 054F9D94-55D5-4A48-9D5D-BC8C346A9D74 CSC No. 61434 SUBSCRIBER SERVICES 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 Deputy City Manager, and Joshua Police Department ("USER"), acting herein by and through its duly authorized Chief of Police, 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. USER 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 WHEREAS, it is the collective desire of both Fort Worth and USER to allow Fort Worth to provide USER with installation, maintenance and repair services for wireless communications components and systems. NOW THEREFORE, Fort Worth and USER 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. USER shall approve equipment installation location and configuration prior to commencement of work, and will inspect and approve installation upon completion. Subscriber Services Agreement Page OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 054F9D94-55D5-4A48-9D5D-BC8C346A9D74 2. Term. The Agreement shall become effective upon the signing of the Agreement by the Deputy 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 "Fee Schedule." CFW may revise Exhibit A to adjust service rates as needed without further action by CFW provided that CFW shall provide not less than sixty (60) days advance written notice to USER 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 USER 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. USER 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 USER 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, 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 employees, directors, officers, agents, authorized representatives, subcontractors, and consultants. USER acknowledges that the doctrine of respondeat superior shall not apply as between the CFW, its employees, directors, officers, agents, and authorized representatives, and USER and its employees, directors, officers, agents, authorized representatives, subcontractors, and consultants. USER further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between CFW 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 CFW shall, at no additional cost to the CFW, during and until the expiration of three (3) years after termination of this Agreement, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers, records, and communications of the USER involving transactions relating to this Subscriber Services Agreement Page 2 of 7 DocuSign Envelope ID: 054F9D94-55D5-4A48-9D5D-BC8C346A9D74 Agreement. USER agrees that the CFW 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 CFW 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 CFW. Which such right shall be granted 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 Agreement, the neither CFW nor USER 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, USER 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 USER shall notify CFW in writing of such requirement in sufficient time to allow CFW to seek injunctive or other relief to prevent such disclosure. 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 CFW immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. 14. 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 Subscriber Services Agreement Page 3 of 7 DocuSign Envelope ID: 054F9D94-55D5-4A48-9D5D-BC8C346A9D74 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 15 of this Agreement. 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 Joshua Attn: Chief of Police 102 S Main St Joshua, Tx 76058 16. 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. 17. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of his or her respective party, and that such binding authority has been, granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. 18. 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. Any previously executed Subscriber Services Agreement 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. Subscriber Services Agreement Page 4 of 7 DocuSign Envelope ID: 054F9D94-55D5-4A48-9D5D-BC8C346A9D74 20. Termination. Either USER 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, in its sole discretion, shall have the right to deny USER services under this Agreement and/or the right to terminate the Agreement immediately if USER fails to make full payment of invoiced fees within thirty (30) days of the date payment is due. 21. Compliance with Laws. 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. [Signature Page Follows] • Subscriber Services Agreement Page 5 of 7 DocuSlgn Envelope ID: 054F9D94-55D5-4A48-9D5D-8C8C346A9D74 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CFW: By: Name: Mark McDaniel Title: Deputy City Manager May 17, 2024 Date: • (USER: Paw . atI,SVA,OVpI, By: Name: David Gelsthorpe 'Title: Chief of Police 4/19/2024 Date: FOR CITY OF FORT WORTH INTERNAL PROCESSES: pproval Recommended: tsy: Name: Kevin Gunn Title: Director, IT Solutions Department pproved as to Form and Legality: ame: Taylor Paris itle: Assistant City Attorney ontract Authorization: &C N/A Form 1295: N/A Contract Compliance Manager: By signing I acknowledge that I am the person esponsible for the monitoring and administration of his contract, including ensuring all performance and reporting requirements. y: Lawrence Crockett (May 17, 2024 09:41 CDT) ame: Lawrence Crockett Title: Senior IT Solutions Manager City Secretary: y: ame: Jannette Goodall itle: City Secretary Subscriber Services Agreement Page 6 -" OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: 054F9D94-55D5-4A48-9D5D-BC8C346A9D74 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 (with a two-hour minimum) for work performed outside regular business hours when User requests work to be performed during these hours. 3. A per -visit trip charge of $36.50 if User requests work to be performed at a site other than the Fort Worth Radio Services site. Labor rate will be charged beginning with technician's arrival to User 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 User to the Fort Worth Radio Services site. 2. $73.00 per mobile radio removed and reinstalled in User vehicles. Vehicle must be delivered by User to the Fort Worth Radio Services site. 3. A trip charge of $182.00 if the User requests Fort Worth Radio Services staff to pick up and deliver radios to User site outside of Tarrant County. Subscriber Services Agreement Page 7 of 7