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HomeMy WebLinkAboutContract 62880Communications System Agreement Page 1 of 10 COMMUNICATIONS SYSTEM AGREEMENT MUTUAL AID ACCESS (SINGLE USE) – GOVERNMENT ENTITY 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 City Manager, and Texas Juvenile Justice Department-Office of Inspector General (“USER”), acting herein by and through its duly authorized Daniel Guajardo, 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 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, 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 license holder of the CFW Trunked Voice Radio Systems with all privileges and responsibilities thereof; and WHEREAS, Fort Worth and USER may, in an emergency or under certain other circumstances, provide each other with public safety support or other mutual aid or emergency assistance; and WHEREAS, the parties wish to enter into this Agreement to establish the terms and conditions pursuant to which USER will be able access Fort Worth’s radio systems in connection with the provision of mutual aid assistance between the parties. NOW THEREFORE, Fort Worth and USER agree as follows: Communications System Agreement Page 2 of 10 1. Grant of License. Fort Worth hereby grants the USER specific permission to operate USER’s owned or leased field radio equipment or equipment attached and/or interfaced to the CFW Trunked Voice Radio Systems (the “Radio System”) infrastructure in mutual aid or emergency situations, provided, however, that such use 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. Term. The Agreement shall become effective upon the signing of the Agreement by both parties (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. Liability. Subject to the constitution and the laws of the State of Texas, with respect to the use of the Radio System, each party may be liable for any damages or loss that may be caused by its own negligence, omission, or intentional misconduct. For purposes of this Section 3, 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. Further, this Agreement 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 separate mutual aid agreement or state law provisions under which the assistance is being provided. 4. 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 an agent, representative or employee of Fort Worth. 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 with respect to the use of the Radio System and shall 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 Fort Worth, 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 Fort Worth and USER. This Agreement is not intended to affect the roles of the parties in connection with providing mutual aid assistance; coordination of mutual 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 provided. 5. 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. Communications System Agreement Page 3 of 10 6. Right to Audit. USER agrees that Fort Worth shall, at no additional cost to it, 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 Agreement. Fort Worth shall give USER reasonable advance notice of intended audits. 7. Assignment. USER shall not have the right to assign or subcontract any of its duties, obligations or rights under this Agreement without Fort Worth’s prior written consent. Such right shall be granted solely at Fort Worth’s discretion. 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 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. 9. Governmental Powers/Immunities. It is understood and agreed that by execution of this Agreement, neither Fort Worth nor USER waives or surrender any of its governmental powers or immunities. 10. 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. 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 Fort Worth as confidential (“City Information”) and shall not disclose any such information to a third party without Fort Worth’s prior written approval, unless such disclosure is required by law, rule, regulation, court order, in which event USER shall notify Fort Worth in writing of such requirement in sufficient time to allow Fort Worth 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 Fort Worth immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. 13. Force Majeure. Fort Worth 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 Communications System Agreement Page 4 of 10 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 Fort Worth 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 TJJD-OIG Attn: IT Solutions Director Attn: Chief D. Guajardo 100 Fort Worth Trail 1800 N. Congress Ave. Ste. 13.800 Fort Worth TX 76102 Austin, Texas 78711 Facsimile: (817) 392-8654 Facsimile: (512) 387-7987 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 Travis County, Texas or the United States District Court for the Western District of Texas – Austin 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 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. 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. Any previously executed Communication System Agreement between the parties shall be terminated simultaneously with the final execution of this Agreement 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. Communications System Agreement Page 5 of 10 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 6 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples. CITY OF FORT WORTH: By:___________________________ Name: Title: City Manager Date: ___________________________ USER: By: ___________________________ Name: Daniel Guajardo Title: Chief Inspector General Date: __________________________ 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: M. Kevin Anders, II Title: Assistant City Attorney Contract Authorization: M&C:N/A Form 1295: N/A 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: ______________________________ Name: Lawrence Crockett Title: Senior IT Solutions Manager City Secretary: By: ______________________________ Name: Jannette Goodall Title: City Secretary 02/12/2025 Communications System Agreement Page 7 of 10 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 “Console System” shall mean all hardware and software associated with any dispatch console or set of consoles operated by the USER that are connected to the CFW Master Switch. “Interoperable Communications Governance Committee” (“Governance Committee”) shall mean that group of individuals tasked with maintaining and administering the Interoperable Communications Plan. The Governance Committee shall consist of ten to fifteen individuals, with Fort Worth selecting at least one representative and each classification of users selecting at least one representative. The Governance Committee shall determine and may periodically adjust the number of members and the method for selecting members for each classification of users with a goal of ensuring that the Governance Committee reflects the full range of user types. “Interoperable Communications Plan” (the “Plan”) means the plan developed and established by Fort Worth and the Governance Committee to facilitate, enhance and simplify radio communications among all agencies utilizing the Radio System or connecting their Site Repeater Systems or Console Systems to the CFW Master Switch. The Plan is available upon request from Fort Worth or can be found on the Fort Worth website at http://fortworthtexas.gov/itsolutions/cfwradios/. “Master Switch” shall mean the primary processing and network infrastructure to which all Console Systems and Site Repeater Systems must connect in order to operate on the Radio System. The Master Switch is currently located at the CFW Eagle Mountain facility. “Over The Air Rekeying” (“OTAR”) shall mean the management and support of Subscriber Radio encryption keys via over-the-air, radio channel transmission. “Private Call” shall mean a feature that reserves channel resources specifically for conversations between two Subscriber Radios. “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 connected to the CFW Master Switch. Communications System Agreement Page 8 of 10 “Subscriber Radio” shall mean a radio that has a unique identification number and is programmed 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. “Talk Group” shall mean a specific group of Subscriber Radios allowed to communicate privately within that group over shared infrastructure resources. TERMS OF USE 1. The installation and maintenance of the Radio System infrastructure equipment is Fort Worth’s responsibility unless otherwise stated in this Agreement. 2. Fort Worth is the holder of the FCC (Federal Communications Commission) license(s) that the Radio System uses for its operation. This Agreement shall not be construed or interpreted to grant, convey, or otherwise provide USER with any rights whatsoever to the CFW FCC license(s) or to the Radio Frequency spectrum used by the Radio System. 3. Fort Worthmakes 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 coverage testing to determine the expected radio coverage level for USER’s equipment. 4. USER will be responsible for the acquisition, programming, and maintenance of all equipment USER will be utilizing in connection with the Radio System infrastructure, including, but not limited to, Subscriber Radios, consoles, and special equipment. 5. In order to ensure hardware and software compatibility with the Radio System infrastructure, all Subscriber Radios and consoles intended for use by USER on the Radio System shall be compliant with Project 25 standards established by the Telecommunications Industry Association. The use of unauthorized radios on the Radio System may result in suspended operation of the radios and/or termination of the Agreement. 6. USER agrees to exclusively utilize antennas specifically approved by the radio manufacturer for use with the specific models of USER’s radios. The use of short, broad spectrum, or “stubby,” antennas is not recommended. USER shall be solely liable for coverage gaps in the event USER utilizes short broad spectrum or stubby antennas or other antennas not approved by the manufacturer for use with the specific models of USER’s radios. 7. No antenna gain greater than 3 decibels (dB) will be allowed for mobiles and consolettes. 8. USER shall use due diligence in the maintenance and configuration of its Subscriber Radio equipment to ensure that no USER radio or console causes a degradation to the Radio System operation. Fort Worth shall have the right to remove from operation any field radio unit or equipment owned or leased by USER that is operating on, attached and/or interfaced to the CFW infrastructure, if Fort Worth determines in its sole reasonable discretion that such equipment is causing interference or harm to the Radio System in any way. Fort Worth reserves the right to request that USER operated field radio units or equipment operating on, attached and/or interfaced Communications System Agreement Page 9 of 10 to the infrastructure be tested for proper operation and/or repaired by an authorized radio repair facility approved by Fort Worth. The cost of such testing or repair will be the sole responsibility of USER. Furthermore, Fort Worth shall have the right to deactivate, without prior notification to or consent of USER, any field radio or other USER equipment suspected of causing interference, intentionally or unintentionally, to any other radios on the Radio System or to the Radio System’s overall operation. 9. In instances in which the parties are engaged in providing mutual aid assistance, USER’s radios may be used for voice radio communications over the Radio System infrastructure in accordance with the terms and conditions of this Agreement for as long as this Agreement remains in effect. This Agreement doesnot authorize regular use of the Radio System in situations that do not involve mutual aid assistance between the parties. 10. Fort Worth will be responsible for managing infrastructure loading and demand. Fort Worth reserves the right, without notice to incumbent users, to enter into a similar agreement with other entities or to deny the addition of new Subscriber Radio equipment to any user of the Radio System. Fort Worth shall have sole discretion in determining whether to allow additional users or radios based on Fort Worth’s determination of whether such addition to the Radio System can be made without adversely impacting the Radio System. 11. USER is prohibited from utilizing telephone interconnect on the Radio System. This prohibition shall include, but is not limited to, connecting to either the PSTN (Public Switched Telephone Network) or USER’s internal phone system(s) through a console patch into the Radio System or to any Subscriber Radio on the Radio System. 12. Due to the radio infrastructure resource allocations required by “Private Call,” USER is not permitted to utilize “Private Call” on the Radio System. 13. USER is prohibited from utilizing data communications on the Radio System without Fort Worth’s explicit written permission. 14. The use of OTAR in association with Subscriber Radio encryption is prohibited without Fort Worth’s prior approval. Fort Worth will exclusively administer encryption keys. USER may utilize and administer other encryption methods as required. 15. Fort Worth will enable the USER-provided Advanced System Key (ASK) for use with the USER’s Subscriber Radios only. The ASK will expire annually, and USER shall be responsible for requesting a renewal following expiration if one is required. USER will be responsible for safeguarding the security of the ASK to prevent theft and/or loss. USER agrees to notify Fort Worth immediately upon the theft or loss of the ASK. 16. Fort Worth has established a coordinated Interoperable Communications Plan to apply to Fort Worth and its Radio System users. USER agrees to comply with the Plan and include the Plan’s interoperable Talk Groups in the programming of its Subscriber Radios and Console Systems. 17. Roaming to other systems or the use of USER’s Talk Groups on other trunked systems that are interconnected to the Radio System is prohibited without Fort Worth’s prior approval. Communications System Agreement Page 10 of 10 Roaming to other trunked systems will be limited to the Radio System’s interoperable Talk Groups, although Fort Worth may terminate this capability if its use is determined to result in performance degradation to either the Radio System or the interconnected trunked system. 18. Either USER or Fort Worth may terminate this Agreement for any reason, with or without cause, upon ninety (90) days written notice to the other party. Fort Worth further reserves the right to terminate this Agreement immediately, or deny access to the USER, upon notice of USER’s misuse of the Radio System. Notwithstanding the foregoing, Fort Worth, in its sole discretion, reserves the right to immediately deny access to the USER if such action is required to prevent the spread of a security breach or threatened security breach or due to an emergency, operational issue, or other critical incident between the Master Switch and the USER’s environment. Fort Worth will use best efforts to restore USER’s access as soon as possible once the security breach, emergency, operational issue, or critical incident is resolved. COMPLIANCE WITH LAWS 19. 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, directors, officers, agents, authorized representatives, subcontractors, and consultants for USER Subscriber Radio equipment. Furthermore, the USER will be responsible for payment of any fines and penalties levied against Fort Worth (as the license holder) as a result of improper or unlawful use of Subscriber Radio equipment owned or leased by USER. 20. Modification, reconfiguration, or exchange of Subscriber Radio equipment may be required in order for Fort Worth to comply with Federal, State, and Local Laws and/ or Mandates imposed on Fort Worth as the license holder. Following reasonable notice from Fort Worth, USER shall be responsible for undertaking such modifications, reconfiguration, or exchange. In the event USER fails to undertake any necessary action, such failure shall be considered “misuse” under Paragraph 19, and Fort Worth may terminate this Agreement immediately or deny access to USER. [End of Document]