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HomeMy WebLinkAboutContract 45575 CITY SECRETfiff, ., CON y TRACT i I u COMMUNICATIONS NICATIONS SYSTEM AGREEMENT MUTUAL AID ACCESS (SINGLE USE) GOVERNMENT ENTITY This COMMUNICATIONS SYSTEM AGREEMENT (the "Agreement") is made and entered into y and between the City of Fob Worth ("Fort Worth" or "CF ") acting herein by and through its duly authorized Assistant City 'tanager, and the Town of Trophy Club ("USER"), acting herein by and through its duly authorized M ayor, individually referred to as a `party,' collectively referred to herein as the "parties." The CFW or Fort Worth shall I nclude all employees, directors, officers, agents, and authorized representatives. USES. shall include all employees, directors, officers, agents, and authorized representatives. RECITALS WHEREAS, this Agreement is made under the authority of Sections 791.001-791.029, Texas Government Code.; and WHEREAS, each governing body, in performing governmental functions or in paying for the performance of governmental functions hereu.rider, shall made 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 goveental function or se ice which is the subject matter of this Agreement, and W HEREAS, 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 ovens, operates, and maintains Trunl ed Voice Radio Systems for the purpose of providing Public Safety voice radio communications and is the sole license hoilder 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 +VFW's radio systems in connection with the provision of mutual aid assistance between the parties. NOW THEREFORE, Fort "''worth and USER agree as follows: 4L wrvuewuromamuimaoammmmvu�iiouv;w,�'umioWimmmncmutumioio!uiwuiyiwium�" i F OFICU ���rif ,,,p CITY SECRIMP%, ,» ( u ,` f Fort Worth Communications system Agreement—mutual A d f Town of Trophy Club Page I of 10 EC El V E 0 MAY U 7 A,91PVmfWndlVfldWV(.0!PoIMNiVI�MIIiMIIYmMIAII�b1IYChMIV11YN 7'ililo70)IN4'/J°7N"EYD9/NIPf'7NwfPPS(VO!1VMIiXNJNJlY10 I14 7014 L. GRANT OF LICENSE Fort Worth hereby grants the USER specific permission to operate USE '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. TERIW This Agreement shall begin upon t last day executed by all authorized parties and shall continue in full force and effect unless terminated in accordance with the provisions set forth herein and in Exhibit A. 3. LIABILITY With respect to the use of the Radio System, 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 31, 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 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 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 respondeal 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. 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-cornmand issues, shall be governed by the separate mutual aid agreement or state law provisions under which assistance is being provided. City of Fort Worth Communications System Agreement—Mutual Aid/Single Use Town of Trophy Club Page 2 of 1 0 5, NON-APPROPRIATION OF FUNDS For 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. 6, 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 this A, communications of the USER involving transactions relating to Ms Agreement. USER agrees that the CF IW 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 CF'W shall give USER reasonable advance notice of intended audits. 70 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. 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 'IMMUNITIE,S It is understood and agreed that by execution of this Agreement, neither CFW 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. City of Fort Worth Communications,System Agreement—Mutual Aid/Single Use Town of Trophy Club Page 3 of 10 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 CFW as confidential ("City Information"'), and shall not disclose any such infoln-nation 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 USED shall notify CFW in writing of such requirement in sufficient time to allow CFW to Seek injunctive or other relief to prevent such disclosure. USED shall store and maintain City Infon-nation in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. USE shall notify the CFW 'Immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. 13. FORCE MAJEURE 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 mai�eure or other, causes beyond their reasonable control including, but not limited to compliance with any state or federal law or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems, existing contractual obligations directly related to the sub 0 ect matter of this Agreement, or declaration of a state of disaster, or emergency by the federal, state, county, or City government in accordance with applicable law. 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 'Town of Trophy Club Attn: Susan Alanis, Assistant City Manager Attn: Mike Slye, To Manager I O�00 Throckmorton 100 Municipal Drive Fort Worth TX 76102-6311 Trophy Club, TX 76262 Facsimile: (817) 392-8654 Facsimile: (817) 491-9312 With Copy to the City Attorney At same address City of Fort Worth Communications System,Agreement—Mutual Aid/Single Use Town of Trophy Club Page 4 of 10 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. 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. 1.7. 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. 1,8. 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. [SIGNATURES APPEAR ON FOLLOWING PAGE,] City of Fort Worth Communications System Agreement—Mutual Aid/S,ingle Use Town of Trophy Club Page 5 of 10 r_j'EXE CUTE D IN MULTIPLE ORIGINALS on this the 7th day, of April, 2014. 41 CITY OF FORT WORTH., TOWN OF TROPHY CLUB,-,. Ile, A&ZIOP By Byq 74 �White Ass Connie hite is+rl A ' Leint C"ty Manager Mai r Date: Date. ATTEST, ATTEST 0�I 041 By: By*• , i ICI u 7, I Nfary b- yse� City Sec tarp To Secretary 7 0 40q APPROVED 'TO 01170,rjqC� APPROVED TO, FORM M,-* 6 AND, LEGALITY. By: By: Assistant City Attorn Patricia Adams Town Attomey Contract Authorization: M&C: L7 ur Date Approved.- Lf L4 *M[Mm"I N City of Fort Worth Communications System Agreement—Mutual Aid/Single Use 5 OFFICIAL RECORD Town of Trophy Club 0 CRE'FARY C I TY Soo E Rage 6 of 10 wofRT,1q,'11 T111111111 .................... EXHIBIT A CATEGORY 1, TERMS OF USE The following definitions shall have the meanings set forth below and apply to this Agreement and the Ter: ....s 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 CF'W 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 CFW 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 CFW or can be found on the CFW webs,ite at htti)://fortworthtexas.pov/its,olutions/. "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" ("oT AR") 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. 41 "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. ,City of Fort Worth Communications System Agreement—Mutual Aid/Single Use Town of Trophy Club Page 7 of 10 TERMS OF USE L The installation and maintenance of the Radio System infrastructure equipment is the responsi bility of CFW unless otherwise stated in this Agreement., 2. The CFW 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. The CFW makes no guarantee, either express or implied, as to radio signal strength or a s ' peci f is level of radio coverage in a particular location. The USER is responsible for conducting appropriate and applicable in-building and geographical coverage testing to 10 determine the expected radio coverage level for US R's equipment. pment. 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 inftastructure, 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 US,ER'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 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 USE radio or console causes a degradation to the Radio System operation. The CFW 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 CFW determines in its sole reasonable discretion that such equipment is causing interference or harm to the Radio 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 or other USER equipment suspected of causing interference, intentionally or unintentionally,, to any other radios on the Radio System or to the Radio ystern's overall operation,. City of Fort Worth Conimu n i cations Systern Agreement—MLItual Aidii/Single Use Town of Trophy ClUb Page 8 of 10 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 does not authorize regular use of the Radio System in situations that do, not involve mutual aid assistance between the parties. 10. The CF'W will be responsible for managing infrastructure loading and demand. CFW 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. The CFW shall have sole discretion in determining whether to allow additional users or radios based on CF 's determination of whether such addition to the Radio System can be made without adversely 'impacting the Radio System. 11. USER is prohibited fro m utilizing, telephone interconnect on the Radio System. This prohibition shall include, but is not limited to, connecting to either the PST (Public Switched Telephone Network) or USER's internal phone sys,tem(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 pennitted to utilize "Private Call" on the Radio System. 13. USER is prohibited f om utilizing data communications on the Radio System without CF 's explicit written permission. on. 14. The use of OTAR in association with Subscriber Radio encryption is prohibited without prior approval of CFW. Administration of encryption keys will be perfon-ned exclusively by CFW. USED may utilize and administer other encryption methods, as required. 15. The CFW will provide USER with an 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 new ASK following expiration if one is required. USER will be responsible for safeguarding the security of the ASK to prevent theft and/or loss. USER *f agrees to notify CFW immediately upon the theft or loss of the ASK. 16. CFW will assign the USER Talk Group IDS unique to USER operation., All Talk Group names shall include a prefix unique to the USER's agency. No other agency will be authorized to use USER Talk Groups without the express written permission of USER, and a copy of such permission must be on file with the CFW before such use may occur. The CFW reserves the right to require certain Talk Group ID's to be programmed in USER radios,. Additionally, between the parties. CFW shall have the right to limit the number of Talk Group ID's to be used by USER and to disable Talk Groups ID's as it deems appropriate. IT The CFW has established a coordinated Interoperable Communications Plan to apply to CFW and the users of its Radio, System. 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. City of Fort Worth Communications System Agreement—Mutual Aid/Single Use Town of Trophy Club Page 9 of 10 18. Roaming, to other systems or the use of USSR's Talk Groups on other trunked systems, that are interconnected to the Radio System is prohibited without prior approval by CFW. Roaming to other trunked systems will be limited to the Radio System's inter operable Talk Grolups, although this capability may be terminated by CFW if its use is determined to result in performance degradation to either the Radio System or the interconnected truriked system. 191. 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 further reserves the right to terminate this Agreement immediately, or deny access to the USER, upon notice of USER misuse of the Radio System. Notwithstanding the foregoing,, the CFW, 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 USE 's environment. The CFW will use best efforts to restore access to the USER as soon as possible once the security breach, emergency, operational 'issue, or critical ticai incident is resolved. COMPLIANCE WITH LAWS 20. 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 0 'ble for enforcing such compliance by its employees, directors, officers, agents, is responsible I 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 the CFW (as the license holder) as a result of improper or unlawful use of Subscriber Radio equipment owned or leased by USER., 21. Modification, reconfiguration, or exchange of Subscriber Radio equipment may be required in order for CFW ,to comply with Federal, State, and Local Laws and/ or Mandates imposed on CFW as the license holder. Following reasonable notice from CFW, USER shall be responsible for undertaking such modifficaflons, reconfiguraion, or exchange. In the event USER fails to undertake any necessary action, such failure shall be considered misuse under Paragraph 19, and CFW may terminate this Agreement immediately or deny access to USER. [End of Document] City of Fort Worth Cornniun i cations Systern Agreement—Mutual Aid/Single Use Town of Trophy Club Page 10 of 10 M&C Review Page I off Official site the City of Fort Worth,Texas Fou WORTH CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 5/6/2014 REFERENCE, 04TROPHY CLUB DA"rE. 5/6/2014 NO.: **C-26786 LOG NAME: COMMUNICATION:S SYSTEM AGREEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Communications System Agreement with the Town of Trophy Club for Participation in the City of Fort Worth's Public Safety Radio System for Inteiroperable Communications in Mutual Aid or Other Multi-Agency Operations at No Cost to the City of Fort Worth ALL COUNCIL DISTRICTS) o RECOMMENDATION: It is recommended that the City Council authorize the execution of a Communications System Agreement with the Town of Trophy Club for participation in the City of Fort Worth's Public Safety Radio System for interoperable communications, in situations involving mutual aid or other multi agency operatioln�s,., DISCUSSION: The implementation of the new Fort Worth Public Safety Radio System inch uded the development of a comprehensive interoperablle communications plan for first responders from multiple agencies. Participation in the plan is open not only to agencies that use the Fort Worth Rad�iol System as the�ir primary communications system, but also to other, mutual aid partne�rs, such as the,Town of Trophy club (Trophy Club)) who use other, radio systems for their daily operations but require the ability to communicate with other agencies in mutual aid situatiioins or other multii-agency operations,. The plan provides a common group of communications channels that first responders in Tarrant, Johnson and Denton counties may access when multiple agencies respond to a single incident. These channels are used only for communications with other agencies during joint operations. They are not used for an agency's day-to-day operations. These channels are accessible to the users of any radio system connected to the Fort Worth Radio System. By mid-year, more than 30 ageincies will be able to communicate with one another via these common channels. i In Apri'l ,2014, Trophy Club approved a Communications System Agreement to operate on the interoperable communications channels when required for mutual aid operations only. Trophy Club will not utilize the Fort Worth, Radio System for daily operations, but only when required to communicate with public safety agencies in Fort Worth or other municipalities using the Fort Worth Radio System during joint operations. FISCAL, INFORMATION/CERTIFICATI,ON: The Financial Management Services Director certifies that th,is action will not increase the total appropriation of City funds. TO Fund/Ace o�unt/Centers FROM Fund,Account/Cent,e�rs http-.//apps.cfwnet,.org/council_packet/i-tic—review.asp?ID=I 9772&councildate=5/6/2014 5/8/2014 M&C Review Page 2 of .................... .......... Submiittled for C*tv Manag Susan Alanis (8180) 1 -�er's Off ire b.�: Originating Department Head: Steve Streiffert (2221) Additional Information Contact: Alan Girton (8484) .1-1-111--l-...................................... ................... ......................................... ............ —------- ATTACHMENTS http://apps.cfwnet.org/council packet/mc review.asp?ID==19772&councildate=5/6/2,0 14 5/8/20 1 4 -----------