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HomeMy WebLinkAboutContract 62537CSC No. 62537 COMMUNICATIONS SYSTEM AGREEMENT 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 Deputy City Manager, and Pat Deen, Parker County, acting herein by and through its duly authorized Parker County Judge, individually referred to as a "party," collectively referred to herein as the "parties." The CFW or Fort W01ih 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 1s made under the authority of Section 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, Parker County and Fort Worth each owns, operates, and maintains Trunked Voice Radio Systems for the purpose of providing Public Safety voice radio communications and are the sole license holders of their respective Trunked Voice Radio Systems with all privileges and responsibilities thereof; and WHEREAS, Parker County, Fort Worth and their paiiner agencies may provide one another with public safety support or other mutual aid or emergency assistance; and WHEREAS, the paiiies wish to enter into this Agreement to establish the terms and conditions pursuant to which Parker County and Fort Worth will connect their Trunked Voice Radio Systems together to establish the North Texas Interoperable Radio Network (NTIRN), a consolidated radio system for interoperable communications in connection with the provision of mutual aid assistance among the parties and their partner agencies. NOW THEREFORE, Parker County and Fort Worth agree as follows: 1, Grant of License. Parker County and Fort Worth hereby grant each other specific permission to connect their respective Trunlced Voice Radio Systems (Parker Countv System and Fort Worth System), operate as separate zones using a common System ID assigned to the Fort Worth System by Motorola Solutions, Inc., in 2011, and establish the interoperable communications system to be known as the North Texas Interoperable Radio Network (NTIRN), provided, however, that such operation must comply 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. Tei•m, This Agi•eement shall begin upon the last day executed by all authorized parties and shall continue in full force and effect unless terminated in accoi•dance with the provisions set forth herein and in Exhibit A, 3. Liabilitv. With respect to the use and operation of the NTIRN, all parties agree to be responsible each for their own negligent acts or omissions, or other tortious conduct in the course of performance of this contract without waiving any sovereign immunity, governmental imn�unity, or other defenses available to the parties under federal or state law. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. All parties agree that any such liability or damages occurring during the performance of this contract caused by the joint or comparative negligence of the parties, or their etnployees, agents or off'icers, shall be determined in accordance with comparative responsibility laws of Te�:as. Fl�rther, this Agreenlent is not intended to affect the allocation of liability between the parties in connection with the provision of mutual aid assistance; liability for such mutual aid assistance shall be governed by the separ•ate mutual aid agreement or state law provisions under which the assistance is being provided. 4. Inde�endent Contractors. It is expressly understood and agreed that the parties shall operate as independent contractors as to all rights and privileges granted herein, and not as agents, representatives or employees of the other party. Subject to and in accordance with the conditions and provisions of this A�reement, eaeh party shall have the exclusive right to control the detaiis of its operations and activities with respect to the use of the its portion of the NTIRN and shall be solely responsible for the acts and omissions of its employees, directors, officers, agents, authorized representatives, subcontractors, and consultants, Each party acknowledges that the doctrine of r•espo�dent sztperior� shall not apply as between Parlcer Col�ntv, its employees, directors, officers, agents, and atiithorized representatives, and Fort Worth and its employees, directors, officers, a�ents, authorized representatives, subcontractors, and consultants. This Agreement is not intended to affect the roles of the parties in connection with providing mutual aid assistance; coordination of mLitual aid activities and chain-of-command issues shall be governed by the separate mutual aid agreement or state law provisions under which assistance is being p�•ovided, 5. Non-A�propriation of Funds. Parkel• County and Fort Worth wiil 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 resuit, 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 suffcient funds have been appropriated. 6, Ri�ht to Audit. Parker County and Fort Worth agree that the parties shall 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, atld at no additional cost, any directly pertinent books, documents, papei•s, records, and communications of the other party involving transactions relating to this Agreement, Parties agrees that each party sha11 have access during nornlal working hours to all necessaiy facilities and shall be provided adequate and appropriate worlcspace in order to conduct audits in compliance with the provisions of this section. The parties shall give the other pai•ty reasonable advance notice of intended audits. 7. Assi ng ment. Neither Parker Countv nor Fort Worth shall have the right to assign or subcontract any of its duties, obligations oi• rights under this Agreement without the prior written consent of the other party, which such righ� shall not be uilreasonably withheld. Any assignment in violation of this provision shall be void. 8. No Waiver. The failure of either party to insist upon the performance of any provision or condition of this Agreetnent 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. 9. Governmental Powers/Immunities. It is understood and agreed �hat by execution of this Agreement, neither Parlcer County nor Fort Worth waives or surrender any of its governmental powers or iinmunities. 10. Amendments. No amendment to this Ag�•eement 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. 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. Coniideniiai Information. To the extent permitted by law, Parker County and Fort Worth for themselves and their officeis, agents and employees, agree that each pai�ty shall treat all information provided to it by the other party as confidential ("City Information") and shall not disclose any such inf'ormation to a third pai-ty without the prior ���ritten approval of the other pai•ty, unless such disclosure is required by law, rule, regulation, court oi•dei•, in which event the party shall notify the other party in writing of such requirement in sufticient time to allow the other pai•ty to seek injunctive or other relief to prevent such disclosui•e. The pat-ties shall store and maintain the other party's information in a secure manner and shall not allow tmauthorized usei•s to access, modify, delete or otherwise corrupt that Information in any way. The parties shall notify the other immediately if the security or integrity of any Information has been compromised or is believed to have been compromised. 13. 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. 14. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively detei•mined to have been delivei•ed when (1) hand-delivered to the othei• party, its agents, employees, servants or i•epresentatives, (2) delivered by facsimile with electi•onic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addi•essed as follo���s: City of Fort Worth Attn: IT Solutions Director 100 Fort Worth Trail Fort Worth TX 76102 Facsimile: (817) 392-8654 Parker Countv Attn: Pat Deen One Courthouse Squai•e Weatherfoi•d, Texas 76086 Facsimile: (817) 598-6199 With Copy to the City Attorney At same address At same addi•ess 15. Governin� Law / Venue. This Agi•eement shall be construed in accoi•dance 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 Parker Countv County, Texas. In any such action, each pai•ty shall pay its o�vn attoi•neys' fees, court costs and othei• expenses incut•i•ed as a i•esult of the action. 16. Si�nature Authoritv. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this �lgreement on behalf of his or her respective party, and that such binding authoi•ity has been gi•anted by propei• ordei•, resolution, oi•dinance oi• othei• authorization of the entity. The other party is fully entitled to rely on this wai-�anty and representation in entering into this Agreemei�t. 17. Entirety of A�reement. This written insh•ument, including all Exhibits attached hereto, contains the entire understanding and agreement between Paricer• County and Fort Worth 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 Communication System Agreement between the parties shall be terminated simultaneously with the finai execution of this Agreement by both pai�ties. 18. Counterpai�ts. 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. (Signature Page Follows) IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CFW: By: Name: Mark McDaniel Title: Deputy City Manager Date: 12/23/2024 USER: By: Name: rntle: Date: Pat Defn County Judge FOR CITY OF FORT WORTH INTERNAL PROCESSES: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Department Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: NIA Form 1295: NIA 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 (Dec 17, 2024 14:24 CST) Name: Lawrence Crockett Title: Senior IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary 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 "Interoperable Communications Governance Committee" shall mean that group of individuals tasked with maintaining and administering the Interoperable Communications Plan. The Governance Committee shall determine and may periodically adjust the number of inembers and the method for selecting members for each classification of users with a goal of ensut•ing that the Governance Committee reflects the full range of user types. "Interoperable Communications Plan" (the "Plan") means the plan developed and established by Foi-t Worth and the Governance Committee to facilitate, enhance and simplify radio communications among all agencies utilizing the Radio Systems. The Plan is available upon request fi�om CFW or can be found on the CFW Worth website at lit(��:,�Ifc�rt��t�t tl�texas,�;o� �itsolulic�ns/�f��r�<ldl��,�:i. "Master Switch" shall mean the primary processing and network infi�ash�ucture to which ail Console Systems and Site Repeater Systems must connect in ordet• to operate on the Radio Systems, "Partner Agency" shall mean any government or private entity that executes an agreeinent with one or both of the parties to access their respective Radio Systems, "Radio ID" shall mean the unique identifier assigned to each subscriber radio, "Radio System" shall mean all the facilities, hardware, software, infi�astructure and associated licensing that comprise the infi,ash�ucture of a trunl<ed voice radio system, "Site Repeater System" shall mean the base stations, shelter, tower and all site-specific hardware and software infrastructure associated with the provision of a i•adio site connected to a Master Switch. "Subscriber Radio" shall mean a radio that has a unique identification number and is programined to operate on the Radio System. The term shall include, but not be limited to, control stations (desk top radios), mobile radios, and portable radios. "Talkgroup" shall mean a speciiic group of Subscriber Radios allowed to communicate privately within that group over shared infrastructure resources. "Talkgroup ID" shall mean the unique identifier assigned to each tallcgroup. TERMS OF USE 1. Pai•ker Countv and Fort Worth shall each maintain responsibility for the installation and maintenance of their respective Radio Systems. Where the Parker County System and Fort Woi-th System inter•connect, clear mutually agreed demarcation points will be established and documented. 2, Parker Countv and Fort Worth will each be the Licensee of the Federal Cotnmunications Commission (FCC) license(s) that their respective Radio Systems use for operation, This Agreement shall not be constilied or interpreted to grant, convey, or otherwise provide either party with any rights whatsoever to the other's FCC license(s) or to the Radio Frequency spectrum used by their respective Radio Systems. 3. Parker Countv and Fort Worth will each be responsible for managing infrastructure loading and demand for their respective Radio Systems. Either party may take actions appropriate to protect their respective Radio Systems without the consent of the other party. Parties agree to notify each other if actions taken could be reasonably expected to impact the operations of the other party or its Partner Agencies. 4. Each party agrees to comply with standards established by the Statewide Interoperability Communications (SWIC) office of the Texas Deparrinent of Public Safety regardin� the assignment of radio IDs. Parties will assign radio IDs for its subscriber units oniy fi•om the radio ID blocks assigned by the SWIC to the respective systems. 5. Parties agree to coordinate the assignment of tallcgroup IDs to ensure each assigns unique IDs to their respective talk groups. 6. Parlcer Countv agl•ees to utilize the naming conventions established by Fort Worth foi• 1•adio tallc groups and subscriber aliases. Fort Worth shall contimie to employ the same standard for naming convention. Standards may not be modified without the mutual consent of both parties. 7. Par•ties will be responsible for administering the encryption key systems for their respective systems. Each will maintain its own Key Management Facility. Parties will comply with the standards established by the SWIC for the assignment of the Common Key References to subscriber units within their respective systems. 8. Parl<er Countv and Fort Worth agree to restrict the availability of system softkeys to their respective support oiganizations. Parties shall not provide system softiceys to agencies or organizations external to their own support oz•ganizations. Advanced System Keys (ASK) may be distributed to external agencies as required. Each party will be responsible for the administration of the ASKs, including the establishment of ASK expirations. 9. Each party agrees to implement reasonable measures to minimize risks associated with cybersecurity, and to conform to accepted cybeisecurity practice. Monthiy and quarterly security updates to hardware, software, operating systems and other systern components will be applied on an established schedule. Each pai�ty shall ensure a cybersecurity assessment is performed at least every two years. Parties shall not be required to provide detailed assessment findings to each other. 10. Parties shall execute with Motorola Solutions, Inc., System Upgrade Agreements for their respective Radio Systems. Uniess the parties mutually agree otherwise, the upgrade of the Radio Systems to the same current levei wili occur every two yeais. The parties agree to coor•dinate the timing of the upgrades to oceur as close to each other as possible. Each party will be responsible for cooi•dination of upgrade activities with their respective Partner Agencies. 1 l. Parties may establish partneiships with external agencies and organizations for the pulpose of providing radio services, allowing external agencies' Site Repeater Systems to connect to the parties' respectiva master switches, establishing connectivity to other master switches, or pt•oviding other services. Each party shall notify the other party when agreements are established with new Partner Agencies. � 12. The parties agree to talce all 1•easonable actions to prevent competing with each other to establish agreements with new Pai�tner Agencies. Parlcer Countv shall restrict its activity to Parker County and areas to its west. Fort Worth shall resti•iet its activity to Tarrant County and areas to its north and south. Notwithstanding the foregoing, Fort Worth shall be authorized to maintain its existing agreements with Partner Agencies in Parker County. Partner Agencies with existin� agreements with Fort Worth shail not be prevented from expanding seivices to adjoining jui•isdictions, 13. Each party shall agree to recognize the other's autonomy in the management and administration of their respective Radio Systems, but shall coordinate activities that could potentially impact the other's operations. Activities that could result in higher costs, or could result in a requirement to upgrade e�isting systems or subsci�iber units, or could significantly impact operations shall be coordinated with the other party and its Partner Agencies with reasonably sufticient notice. Neither party is authorized to invoice or cause a third party to invoice the other party for materials or services without written approval. 14, Each party shall establish their own governance methods and o�ganizations in accordance with its unique requirements, The parties will provide representatives to participate in each other's governance organization meetings. In addition, Parker Countv and Fort Worth agree to establish an annual meeting of their representatives and representatives of Partner Agencies to review overall policy, procedures and issues. 15, Parker Countv and Fort Worth will establish a joint interoperable eommunieations plan and will encourage its useis and Partner Agencies to comply with the plan. The plan shall be documented and posted on each party's public website. Both parties will malce reasonable efforts to encourage users of their respective Radio Systems to comply with the plan. The plan will be developed and administered by an Interoperable Communications Governance Committee comprised of representatives of Partner Agencies fi•om both Radio Systems. In addition, both parties may establish and maintain interoperable communications plans unique to their respective Radio Systems and Partner Agencies. 16. Cominon interoperable communications talk groups will be estabiished between the two Radio Systems. The common talk groups will be able to roam across both Radio Systems, and be accessible by authorized users. Unless written authorization has been obtained, talk groups specific to Parlcer County, Fort Worth or a Partner Agency may not roam fi•om one party's Radio Systeln to the other party's Radio Systein. 17. Parl<er County and Fort Worth wiii each provide three (3) encrypted tallc groups on their respective Radio Systems for use by Parl<er County and Fort Worth. 18. Eithel• Parl<er County or Fort Worth may terminate this Agreement for any reasoll, witl� or without cause, upon one hundred eighty (180) days written notice to the other party. Both parties further reserve the right to terminate this Agreement immediately, or deny access to the other party, upon notice of other party's misuse of their Radio Systems. Notwithstanding the foregoing, each party, in its sole discretion, reserves the right to immediately deny access to the other party if such action is required to prevent the spread of a security breach or threatened security breach or due fo an emergency, operational issue, or other critical incident between the parties' Radio Systems. Fach party will use best efforts to resto�•e access to the other patiy as soon as possible once the security breach, emergency, operational issue, or critical incident is resolved. COMPLIANCE WITH LAWS 20. Each party shall comply with all current and future Federai, State, and Local laws, Ordinances, and Mandates, incltiding Federal Communications Commission rules and regulations regarding proper use of radio communications equipment. The parties will also comply with the gLiidelines, or procedw�es set out in this Agreement. Furthermore, each party is responsible for enforcing such compliance by its employees, directors, officers, agents, authorized representatives, subcontractors, and consultants for its Radio System. Furthermore, each pai•ty will be responsible for payment of any fines and penalties levied against the other party (as the license holder) as a result of improper or unlawful use of the Radio System, including subscriber units, owned or leased by the party. 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