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R2022-273 2022-12-05RESOLUTION NO. R2022-273 A Resolution of the City Council of the City of Pearland, Texas, renewing a contract for Fire Department Dispatch Services with East Harris County Communications, in the amount of $325,000.00 for the period of September 1, 2022 through August 31, 2024. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That the City previously awarded a contract for Fire Department dispatch services. Section 2. That the City Council hereby renews a contract with East Harris County Communications, in the amount of $325,000.00. Section 3. The City Manager or his designee is hereby authorized to execute a contract for fire department dispatch services. PASSED, APPROVED and ADOPTED this the 5th day of December, A.D., 2022. ________________________________ J. KEVIN COLE MAYOR ATTEST: ________________________________ FRANCES AGUILAR, TRMC, MMC CITY SECRETARY APPROVED AS TO FORM: ________________________________ DARRIN M. COKER CITY ATTORNEY DocuSign Envelope ID: E0AAA06D-261D-48C2-AFD2-3BB3403B0AF7 Exhibit A EMERGENCY COMMUNICATION CENTER DISPATCH SERVICE AGREEMENT This agreement ("Agreement") is made on this 23rd day of Au,gust, 2021, between East Harris County Emergency Services Joint Powers Board, an administrative body created pursuant to the Texas Interlocal Cooperation Act, Texas Government Code, Chapter 791 hereinafter referred to as "ECOM", and The City of Pearland, hereinafter referred to as a "Dispatch Client." RECITALS: A. WHEREAS, ECOM provides emergency dispatch and communication services per response to City of Pearland RFP 0721-53;and B. WHEREAS Dispatch Client is a emergency and non-emergency services provider for a geographic area of the State of Texas the boundaries of which Dispatch Client has provided to ECOM; and C. WHEREAS Dispatch Client desires to obtain emergency dispatch and communications services for its operations;and D. WHEREAS ECOM desires to provide such services and has the necessary equipment,training, and expertise to do so, NOW, THEREFORE, in consideration of mutual covenants and promises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the parties agree as follows: 1. Responsibilities of ECOM. During the term of this Agreement, ECOM agrees to provide the following services to the Dispatch Client: a) ECOM will provide Emergency Communication Services through its Emergency Communications Center ("Center"). Tlne Center will receive emergency and non-emergency communications directed to the Dispatch Client and will dispatch the Dispatch Client's personnel and equipment, by appropriate means, within the Dispatch Client's geographic area in response to such communications (the "Services"). b) These Services will be provided twenty-four (24) hours a day, seven days a week, fifty-two weeks a year, for the duration of this Agreement, without interruption for any reason, including natural disaster; with the following exceptions; Dispatch Services Contract 1 PEARLAND-2121 i. A compromise in the structural integrity of the building materially impairing the ability to deliver the service, ii. A fatal infrastructure failure from whatever cause, iii. Force majeure as described herein. ECOM will develop redundancy of systems to ensure non-interruption of the Services in the event one system is disabled. All personnel will be trained to meet or exceed standards of competency and professionalism. ECOM will abide by all applicable laws, rules and regulations to the best of its ability. ECOM will continue to enhance Services provided with updated technology and updated protocols to reflect best practices in the industry. c) Receive and dispatch all calls for emergency and non-emergency service within Dispatch Client's geographic boundaries as provided to ECOM; d)Maintain a computer dispatch record of all calls received and pertinent time records of those calls; e) Maintain a tape library of all radio/telephone traffic of calls to Dispatch Client for review by the designated Dispatch Client representative; f) Coordinate communications needs of Dispatch Client based upon the capabilities of ECOM's communications system; g) Provide Dispatch Client with certain periodic reports as more specifically identified in Exhibit A; and h) Provide Dispatch Client an invoice monthly for billing and auditing purposes. i) Service of the MDT software as recon-anended by the software vendor, 2. Respoi2sibilities of the Dispatch Client. In consideration of the services to be provided to the Dispatch Client by ECOM, it is mutually agreed that the Dispatch Client shall provide ECOM with the following: a) A detailed description of Dispatch Client's response area, which may include metes and bounds,physical descriptions, or maps of the area; Dispatch Services Cmntract 2PEARLAND-2021 b)As Dispatch Client does not operate under its own independent FCC license, Dispatch Client will supply to ECOM a copy of the FCC license used by Dispatch Client; c) Record of Dispatch Client's receipt all current and future operating procedures and policies that are being used by ECOM. 3. Consideration for Services Provided by ECOM. a) Dispatchi Services. The Dispatch Client shall pay to ECOM a base fee in the sum of$35,000.00 per year,plus a per call fee schedule of$26.50 per call to be billed monthly. The City will pay ECOM monthly payments for the services rendered.ECOM understands and agrees that,in accordance with the Texas Constitution, the City is prohibited from paying ECOM in advance for any of the services. b) Payment Process. i. ECOM shall submit a sworn invoice to the city.The invoice shall be in a form acceptable to the City Auditor and, at a minimum, include such detail as may be requested by the City Auditor for verification purposes. ii. The invoices shall,at a minimum, include a description of the services and the total amount billed the services. After receipt of an invoice, the City shall review and approve it with such modifications as may be deemed appropriate, and then return, with any modifications, to the City Auditor for payment. iii. The City shall have the right, at any reasonable time as determined by the City Auditor and at reasonable frequencies to make periodic audits and inspections of ECOM's records that relate to all services pursuant to this Agreement.ECOM agrees to retain its records within the boundaries of Harris County, Texas or to make the records or copies available in Harris County within ten (10)business days of the County's request. Dispatch Services Contract 3 PEARLAND-2021 4. Assignment, The interest, obligations and duties of the parties and the rights under this Agreement may be transferred only with prior written consent of the parties hereto. Any assignment or attempted assignment not in accordance with this provision shall be void. 5. Term & Termination. This Agreement is for an initial term of three years with two additional one year renewal options, commencing Sel)tember 1st 2021. In addition, either party may terminate Dispatch Services under this Agreement without cause at any time by giving the other party one hundred twenty days (120) days advance written notice of termination. Either party may terminate this Agreement for cause for a breach of any term of this Agreement upon providing thirty (30) days advance written notice to the breaching party,setting forth the nature of the breach,if the party receiving such notice does not cure the breach within the thirty (30) day period. Dispatch Client shall pay any amounts due to ECOM within thirty (W) days after termination of this Agreement. 6. Notices. All notices or requests provided for or permitted to be given pursuant to this Agreement mint be in writing and may be given or served by depositing the same in the United States mail, addressed to the party to be notified, post-paid, and registered, or certified with return receipt requested, or by delivering such notice in person to such party. Notices given or served pursuant hereto shall be effective upon receipt by the party to be notified. All notices shall be addressed to ECOM or the Dispatch Client at the following respective address: In the case of ECOM: East Harris County Emergency Communications Services ATTN:Accounting 16010 Ridlon St. Channelview,Texas 77530 With a copy to Wm.Scott Smith SMITH,MURDAUGI4,LITTLE &BONHAM,"L.L,P. 2727 Allen Parkway,Suite 1100 Houston,Texas 77019 713.652.6500 In the case of the Dispatch CIient: City Of Pearland Dispatch Services Contract 4 PEARLAND-2021 By giving ECOM and/or the Dispatch Client at least 30 days written notice thereof, ECOM and/or the Dispatch Client and their respective successors and assigns shall have the right from time to time and at any time during the terns of this Agreement to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 7. No Personal Liability; No Waiver of Tinnzunity a) Nothing in the Agreement is construed as creating any personal liability on the part of any officer, director, employee, or agent of any public body that may be a Party to the Agreement, and the Parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer,director,employee, or agent of the City. b) The Parties agree that no provision of this Agreement extends the liability of either party beyond the Iiability provided in the Texas Constitution and the laws of the State of Texas. c) Neither the execution of this Agreement nor any other conduct of either Party relating to this Agreement shall be considered a waiver by either party of any right, defense, or immunity under the Texas Constitution or the laws of the State of Texas. d)The parties do not agree to binding arbitration nor waive its right to a jury trial. 8. Exclusive Terms. This written agreement contains the sole and entire agreement between the parties, and supersedes any and all other agreements between them. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing the execution and delivery hereof except such representations as are specifically set forth herein, and each party acknowledges that he or it has relied on his or its own judgment in entering into the agreement. The parties further acknowledge that any statements or representations that may have heretofore been made by either of them to the other are void and of no effect and that neither of them has relied thereon in connection with his or its dealings with the other. 9. Contract Governed by Texas Lazo. This agreement and performance hereunder shall be construed in accordance with the laws of the State of Texas. Dispatch Services Contract 5 PEARLAND-2021 10. Contract Binding, This agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors, and assigns. 11. Entire Agreen-tent. This Agreement contains the entire Agreement between ECOM and the Dispatch Client relative to the operation of the communication center. No waiver or modification of this agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. Furthermore, no evidence of any waiver or modification shall be offered or received in evidence in any proceeding,arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The provisions of this paragraph may not be waived except as herein set forth. 12. Severabili(y. If any provision of the Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 13. Independent Contractor. Each party is an independent contractor and nothing in this Agreement shall be construed as creating an employment relationship, agency, partnership, or joint venture between the parties. Each party shall control and direct the methods by which it performs its responsibilities hereunder, Except as provided herein, neither party is authorized to act on behalf of the other in any other matter whatsoever. 14. force Majeure. Either party shall be excused for failures and delays in performance of its respective obligations under this Agreement due to any cause beyond its control and without fault,including without limitation, any act of God,war, riot or insurrection,law or regulation, strike, flood, fire,terrorism,explosion or inability due to any of the aforementioned causes to obtain labor, materials, roadways or facilities. In addition to the above, ECOM shall be excused for failures and delays in performance of its obligations under this Agreement due to adverse weather conditions, natural physical barriers, such as mountains, hills or washes, traffic conditions, natural disasters and/or other limitations of access to the person requiring Services. Such conditions may impede or effect or block ECOM's efforts to provide Services and/or ability to utilize some or all of its equipment. Nevertheless, each party shall use its best efforts to avoid or remove such causes and to continue performance whenever such causes are removed,and shall notify the other party of the problem. Dispatch Services Contract 6 PPARLAND-2021 AGREED and entered into this 23rd day of August ,20 21 ,WITH go live date of December 1812021 East Harris County Emergency Services City of Pearland joint Powers Board By. William Anders President Dispatch Services Contract 7 PEARLAND--2121 EXHIBIT A EC M shall provide Dispatch Client with the following reports: Daily Run Stats Monthly Stats Yearly Stats These reports shall be provided at no additional charge to Dispatch Client. Dispatch Services Contract 8 PEARLAND-2021