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COMMUNICATIONS SYSTEM AGREEMENT
RADIO SYSTEM MONITORING ACCESS ONLY—AUTHORIZED MEDIA OUTLET
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 Assistant City Manager, and NW Communications of
Texas, Inc., on behalf of its television station KDFW FOX 4 ("USER"), acting herein by and
through its duly authorized Vice President and General Manager, individually referred to as a
"party," collectively referred to herein as the "parties." 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, 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, USER is an Authorized Media Outlet that monitors encrypted law
enforcement radio communications to identify newsworthy stories; and
WHEREAS, USER has purchased a radio that was approved by Fort Worth for use in
monitoring encrypted communications and has been authorized by the Fort Worth Police
Department to have access to monitor encrypted communications; and
WHEREAS, the parties wish to enter into this Agreement to establish the terms and
conditions pursuant to which USER will be able to access the CFW's radio systems in
connection with monitoring encrypted law enforcement radio communications.
NOW THEREFORE, Fort Worth and USER agree as follows:
1. GRANT OF LICENSE
Fort Worth hereby grants the USER specific permission to operate USER's owned field radio
equipment or equipment attached and/or interfaced to the CFW Trunked Voice Radio Systems
s (the "Radio System") infrastructure for monitoring encrypted law enforcement radio
communications, 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
c' these specific details and requirements may result in the immediate withdrawal of the specified
permissions and termination of this Agreement.
N
0 2. TERM
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O
This Agreement shall begin upon the 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. _
OFFICIAL RECORD
City of Fort Worth Communications System Agreement—Authorized Media Outlet ilj 1frsr,�a��>:o�'Tw Inc.
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FT. WORTH,TX
3. LIABILITY AND INDEMNIFICATION
A. USER LIABILITY - USER SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY HIND
OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE
OR INTENTIONAL MISCONDUCT OF USER, ITS EMPLOYEES, DIRECTORS,
OFFICERS, AGENTS, AND AUTHORIZED REPRESENTATIVES.
B. INDEMNIFICATION - USER HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND CFW, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND
ALL CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER, WHETHER
REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO USER'S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF USER, ITS
EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, AND AUTHORIZED
REPRESENTATIVES.
C. CFW LIABILITY - CFW shall not be liable for any damages or loss that may be
caused by USER's use of the Radio System. Nothing in the performance of this
Agreement shall impose any liability for claims against CFW other than for claims
for which the Texas Tort Claims Act may impose liability.
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 respondeat superior
shall not apply as between the CFW, its employees, directors, officers, agents, and authorized
representatives, and USER and its employees, directors, officers, agents, authorized
representatives, subcontractors, and consultants. USER further agrees that nothing herein shall
be construed as the creation of a partnership or joint enterprise between CFW and USER.
5. NON-APPROPRIATION OF FUNDS
Fort Worth 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 CFW's
City of Fort Worth Communications System Agreement—Authorized Media Outlet NW Communications of Texas,Inc.
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governing body, and as a result, Fort Worth is unable to fulfill its obligations under this
Agreement, CFW (i) shall promptly notify USER 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
communications of the USER involving transactions relating to this Agreement. USER agrees
that the CFW shall have access during normal working hours to all necessary USER facilities
and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The CFW shall give USER reasonable advance
notice of intended audits.
7. 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/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the CFW does not waive 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.
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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 information to a third party without the prior written approval of
the CFW, unless such disclosure is required by law, rule, regulation, court order, in which event
USER shall notify CFW in writing of such requirement in sufficient time to allow CFW to seek
injunctive or other relief to prevent such disclosure. USER shall store and maintain City
Information in a secure manner and shall not allow unauthorized users to access, modify, delete
or otherwise corrupt City Information in any way. USER shall notify the CFW immediately if
the security or integrity of any City Information has been compromised or is believed to have
been compromised.
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
majeure 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 subject 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 NW Communications of Texas, Inc.
Attn: Susan Alanis, Assistant City Manager Vice President and General Manager
1000 Throckmorton 400 N. Griffin Street
Fort Worth TX 76102-6311 Dallas, TX 75202
Facsimile: (817) 392-8654 Facsimile: (214) 720-3177
With Copy To:
Fox Television Stations, Inc.
Attn: Legal Department
1551 Briarcliff Road, N.E.
Atlanta, Georgia 30306
Facsimile: (404) 724-4440
15. GOVERNING LAW / VENUE
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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.
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 Communications 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.
EXECUTED IN MULTIPLE ORIGINALS on this th day o , 201-5--
CITY OF FORT WORTH: NW Communications of Texas, Inc.
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Su Alanis Name:
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City of Fort Worth Communications System Agreement—Authorized Media Outlet NY eT qS I*Ry
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FT.WORTH,TX
APPROVED T ORM APPROVED TO LEGALITY:
AND LEGALI Y:
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By: By:
Jessica S svan
Assistant iy Attorney Name: CA,90'-!�) lglUis i
Title: V 19(z�W daje,.,,�
Contract Authorizatio
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Date Approved:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TIK
City of Fort Worth Communications System Agreement—Authorized Media Outlet NW Communications of Texas,Inc.
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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
"Authorized Media Outlet" shall mean a bona fide media outlet such as any entity with an FCC
license to transmit over the public AM, FM, VHF or UHF frequencies or an entity that has
weekly and daily circulation of newspapers.
"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.
"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.
"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. USER shall be granted listen-only access to CFW encrypted law enforcement radio
communications on the Radio System.
2. CFW will develop specifications outlining the Subscriber Radio the USER must
purchase. USERs are prohibited from using leased Subscriber Radios. In order to ensure
hardware and software compatibility with the Radio System infrastructure, USER's Subscriber
Radio 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
Subscriber Radios on the Radio System may result in suspended operation of the Subscriber
Radio and/or termination of the Agreement.
3. USER shall have only one Subscriber Radio.
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4. USER shall be solely responsible for acquisition, maintenance, and repairs to its
Subscriber Radio.
5. USER's Subscriber Radio must be programmed by the CFW Radio Services Division.
CFW will load the encryption keys for the USER's Subscriber Radio. USER may access only
the encrypted channels that it has been authorized to access by CFW. Access to any other
channel without the express permission of CFW is prohibited.
6. CFW reserves the right to deactivate USER's Subscriber Radio access without prior
notice at CFW's sole discretion. If the USER's access has been deactivated, USER may contact
CFW's Radio Services Manager. CFW does not warrant any specific timeframe that USER's
access will be reactivated. CFW has sole discretion on how long USER's access remains
deactivated.
7. If USER misuses the access it is being granted, as determined at CFW's sole discretion,
USER's access and this Agreement may be terminated immediately. CFW may terminate
USER's access and this Agreement at any time and for any reason without any obligation to
provide notice. CFW is not obligated to provide USER any justification for such termination.
8. Upon termination of this Agreement or upon expiration of this Agreement, USER shall
bring the Subscriber Radio to the office of the CFW Radio Services Manager within two (2)
business days to allow the software and encryption key to be removed.
9. If USER desires to terminate this Agreement, USER must provide CFW three (3)
business days' notice. Upon termination of this Agreement by USER, USER shall bring the
Subscriber Radio to the office of the CFW Radio Services Manager within two (2) business days
to allow the software and encryption key to be removed.
10. A lost or stolen Subscriber Radio must be immediately reported to the CFW Radio
Services Manager. CFW may deactivate USER's Radio and evaluate future access to the CFW
system. Any costs incurred by CFW associated with rekeying the Radio System due to USER's
lost or stolen Subscriber Radio shall be paid by USER upon immediate receipt of an invoice
from CFW.
11. USER acknowledges that the Radio System will be rekeyed once per year, and USER
will be obligated to bring in its Subscriber Radio to the office of the CFW Radio Services
Manager to be rekeyed.
12. 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.
13. The CFW makes 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.
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14. USER agrees to exclusively utilize antennas specifically approved by the radio
manufacturer for use with the specific models of USER's Subscriber Radio. 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.
15. The CFW shall have the right to remove from operation any Subscriber Radio or
equipment owned by USER that is operating on, attached and/or interfaced to the CFW
infrastructure, if CFW determines in its sole 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
System's overall operation.
16. USER is prohibited from utilizing data communications on the Radio System without
CFW's explicit written permission.
17. The use of OTAR in association with Subscriber Radio encryption is prohibited without
prior approval of CFW. Administration of encryption keys will be performed exclusively by
CFW.
COMPLIANCE WITH LAWS
18. 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 the CFW (as the license holder) as a result of improper or unlawful use of
Subscriber Radio equipment owned or leased by USER.
19. 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 modifications, reconfiguration, or exchange. In the
event USER fails to undertake any necessary action, such failure shall be considered "misuse"
under Paragraph 7, and CFW may terminate this Agreement immediately or deny access to
USER.
[End of Document]
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