HomeMy WebLinkAboutContract 62815CSC No. 62815
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 Lockheed Martin Aeronautics Company ("USER'),
acting herein by and through its duly authorized Purchasing 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. 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, USER is a private entity that employs or contracts with one or more
companies or individuals to provide security, fire protection and/or other public-safety type
services; and
WHEREAS each party 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, each party 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.
OW 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.
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2. Term. The Agreement shall become effective upon the signing o� the Agreement
by the Deputy City Manager of the City of Fort Worth (the ``Effective Date"} and shall cantinue
in full farce and effect unless terminated in aecordance with the provisions set farth herein and in
Exhibit A.
3. Compensation. USER shall remit payment to Fort Worth in the amount and manner
set forth in E�ibit A��Fee Schedule."' CFW may revise Exhibit A to adjust service rates as
needed without further action by CFW provided that CFW shall pra��ide not less than sixty
(b0) days advance written notice to USER before any revision to E�chibit A is effective.
Estimated total billing is $�,400 per year. Billing will be from the first day of the month
t�rough the last day of the same month. CFW will invoice USER no later than the 21st day of
the manth 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 af any invoice �or 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 inerease in applicable fees will be
effective at the beginning of the next CFV4' fiscal year.
4. Liabili �. Each party agrees tc� be liable for any damages or loss that may be caused
by its own negligence, omission or intentional misconduct. For purpases of this Seetion 4, the
term party shall include employees, directors, officers, agents, authorized representati�es,
subcontractors, consultants, and volunteers of the respective party. Nothing in the performance of
this Agreement shall impose any liability for cIaims against Fort Worth ather 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
aperate as an indeper�dent contractor as to all rights and privileges granted herein, and not as agent,
representati�e or employee of the CFW. Subject to and in accordance witl� the con�itions and
provisions of this Agreem�nt, USER shali have the exciusive right to control the details of its
operations and activities and be solely responsible for the acts and omzssions of i#s employees,
directors, officers, agents, authorized representatives, subcontractors, and consultants. USER
acknowledges that the doctrine of respondeat superia• shall not apply as between the CFW, its
employees, directars, afficers, agents, and authorized representatives, and USER anc� its
employees, directors, officers, age�ts, authorized representatives, subcontractors, and consulta.nts.
USER further agrees that nathing herein s�iall be construed as the creation of a partnership or joint
enterprise between CFW and i1SER.
6. Non-Apprapriation of Funds. Fart Worth will use best efforts to appropriate
sufficient fiinds to support obli�ations under this Agreement. However, in t�e event that suff c�ent
funds are not appropriated by Fort Worth's governing body, and as a result, CFW is unable to
fulfill its obligataons under this Agreement, Fort Worth (i} shall pramptly notify USER in w-riting
and (ii) may terminate this Agreement, effective as of the ]ast day far whic� sufficient funds have
been appropriat�d.
7. Ri�ht to Audit. USER agrees that the C�'W shall, at no additional cost to the
CFW, during and until th� expiration af tnree (3) years after termination o�'this Agreement, have
access to and the right to examine at reasonabie times any directly pertinent books, documents,
papers, records, and cartlmunications of the USER invalving transactions relating to this
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A�reement. USER agrees that the CFW shall have access during normal working hours to all
necessary- USER facilities and sha�i be provided adequate and appropriate work space in order to
canduct audits in compliance with the provisipns of this section. The CFW shall give USER
reasonable advance notiee of intended audits.
S. Assi�. USER shall not have the right to assign or subcontract any of its
duties, obli�alions or righis under this A�reement without the priur written consent of ihe CFW,
which such ri�ht shall be granted solely at the d�scretion ot the CFW. Any assignment in
violation of this provision shall be void.
9. No Wai�er, The failvre of either party to insist upon the performance of any
provision or co��ditian of this Agreement or to exercise any right granted herein shall not
constitute a waiver of that party's right to insist upon appropriate �erfarmance or to assert any
such right on any future occasion.
10. Governmental Powers/Immunities. It is understood and agreed that by execution
of this Agreemer�t, C�'W does not waive or surrender any of its governmental powers or
immunities.
11. Amendments. Na amendment to this Agreement shal� be binding upon either party
hereto unless such amendment is set forth in writing, dated subsequent ta the date of this
Agreement, and signed hy both parties.
1?. Severabilitv. 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. Canfidential �nformation. To the extent permitted by law, USER for itself and its
afficers, a�ents and employees, a�rees that it shall treat all information provided to it by the
CFW as confidential ("City Information") and shalI not disclose any such information to a third
party without the priar written approval of�the CFW, unless such disclosure is required by law,
rule, re�ulation, court order, in which event USER shall notify C�'W 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 Infarmation in a secure mariner and shall not
allow unauthorized users to access, modifv, delete or otherwise corrupt City [nfarmation in any
way. USER shall nntify the CFW immediate�y if the security or integrity of any City
Information has becn compromised �r is believed to have been compromised.
14. Farce Majeure. The parties shall exercise the�ir best efforts to meet their
res�ecti�e duties and obligations hereunder, but shall not be held liable for any delay in ar
omission of performance due to force majeure or other causes beyond their reasonable control,
including, but not limited to, cornpliance with any state or federal law or regula#ian, acts of Gad,
acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor
restrictions, transportatian problems, existing contractua] ob�igations directly related to the
subject nnatter of this Agreement, or declaration of a state of disaster or emergency by the
federal, state, county, or City �overnment in accordance w-ith app�icable law�.
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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: Deputy City Manager
100 Fort Worth Trail
Fort Worth TX 76102
Facsimile: (817) 392-8654
Lockheed Martin Aeronautics
Attn: Dominic White, Facilities Eng.
PO Box 748, Mail Zone 6445
Fort Worth TX 76101
Facsimile: N/A
Email: dominic.white@lmco.com
With Copy to the City Attorney
At same address
16. Governin� 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. Texas Government Code Chapter 2270 Compliance. Contractor acknowledges that
in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from
entering into a contract with a company for goods or services unless the contract contains a written
verifcation from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings
ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this
contract, Contractor certifies that Contractor's signature provides written verif'ication to the City
that Contractor: (1) does not boycott lsrael; and (2) will not boycott Israel during the term of the
contract.
18. Signature Authorit� 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.
19. Entiretv of AQreement. 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.
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20. Counterparts. This Agreement may be executed in one or more counter�arts and each
counterpart shall, for all purposes, be deemed an ori�inal, but all such counterparts shall together
constitute one and the same instrumenC.
21. Termination. Either USER or CFW may terminate this Agreement for any reason, with or
without cause, upan nine#y (9Q} days written notice to the other party. The C`FW, in its sole
diseretion, shall have the right to deny USER services under this A�r�em�nt 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.
22. Compliance with Laws. The USER shall comply with alI current and future Federal, State,
and Local laws, Ordinances, and Mandates, including Federal Communications Commission rules
and regulations regarding proper use of radia communications equipment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples.
CFW: I
By:
Name: Mark McDaniel
rTitle: Deputy City Manager
Date: Feb 18, 2025
Name: Robbie McClurkan
rTitle: Ca tegory Management Manager
Date: \ / l Y. /L5
FOR CITY OF FORT WORTH INTERNAL PROCESSES:
Approval Recommended:
ame: Kevin Gunn
itle: Director, IT Solutions Department
pproved as to Form and Legality:
M.Keei& Ander� IIBy: M. Kevin Anders, II (Feb 18, 202511:13 CST)
ame: M. Kevin Anders, II itle: Assistant City Attorney
Contract Authorization: M&C:NA
Form 1295: 2025-1260968
Subscriber Services Agreement
Contract Compliance Manager: y signing I acknowledge that I am the person responsible for the monitoring and administration of 1 his contract, including ensuring all performance and
reporting requirements.
By: Lawrence Crockett (Feb 13, 202513:29 CST)
ame: Lawrence Crockett
itle: Senior IT Solutions Manager
City Secretary:
By: ame: Jannette Goodall itle: City Secretary
Page 6 of7
EXHISIT A
FEE SCHEDULE
Time And Materials Services
Covered Services:
• Mobile Radio Installation
• Mobi�e Computer lnstallation
• Radio Repair (Mobile and Portable)
• Base Station Radio Repair
• Radio Template Development
• Radia Code Plug Development
• Radio Programming
+ Other Services As Agreecf
Applicable Rates:
�.abor
1. $75.00 per ho�r for ��ork perforrned during regular bus�ness hours (Monday through
Friday from 7:;4 AM to 6:QQ PM e�cept C�'W ho�idays).
2. $112.�0 per hottr (tis�ith a ri��o-hour mznimum} for work performed outside regular
business hours wY�en User requests work to be perfdrmed during these hours.
3. A per-visit trip charge �f $37.�0 if User requests work to be perforrned at a site ather
than the Fort Wortfi 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 �endor's invoiced cost to the City plus 10%.
2. Services from third-parties (such as Motorola repair depat) will be billed at the
vendor's invoiced cost to the City plus 14%.
Flat Rate Services
Covered Services:
• Radio Tuning and Alignment (work performed at Fort Worth Radio Services site
only)
Applicable Rates:
1. $37.�0 per radio for units delivered by User to the Fort Worth Radio Services site.
2. $75.00 per mobile radio removed and reinstalled in User �ehicles. Vehicle must be
delivered by User to the Fort VL'orth Radio Services sit�.
3. A trip charg� af $l 50.00 if the User requests Fort Worth Radio Services staff to pick
up and deliver radios to User site.
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CERTIFICATE OF INTERESTED PARTIES FORnn 1295
lofi
Complete Nos. 1- 4 and 6 if there are interested pa�ies. OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and b if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing fo�m, and the ciry, state and country of the l�usiness entity's place Certificate Numher:
of business. 2025-12fi0968
LOCKHFED MARTIN AERONAUTICS
FT WORTH, TX United States Date Filed:
2 Name of governmental entity or state agency t at is a parry to the contract far �c the form is �v27/2025
being filsd.
CITY OF FORT WORTH Date Acknowledged:
g Provide the i�4entitication namber used hy the governmental entity ar state agency to track ar identify the contract, and provide a
description of the services, goods, or other property to be pro�ided under the contract.
NOT APPLICABLE
SUBSCRIBER SERVICES AGREEMENT WITM CITY OF F7 WORTH FOR WEATHER RADIQ SERVICES
4
Nature of interest
Name of Interested Party City, State, Country (place of business) (check applicablej
Controlling Intermediary
5 Check only if there is NO Interested Party. ❑
X
fi UNSWORN DECLARATION
My name is �i ���� � VVf ��/� � , and my date of birth is `� �� �
My address is ` L�C� `�Q w �� �i{/l- , �'�V G ►� V L �_, . (� �` .
(sVeet) (city) (state) (zip code) (country)
I declare under penalry of perjury that the toregoing is true and carrect.
Facecuted in l Counry, State oi , on the 2 day of �� 20�.
� (monthy (yearj
Signature of authorized agent of contracting business entiry
(Declaranly
Forms provideci by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.5dd2ace2