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Home My WebLink AboutContract 57879-A1CSC No. 57879-Al AMENDMENT NO. 1 TO CITY OF FORT WORTH CONTRACT 57879 This First Amendment is entered into by and between the City of Fort Worth (hereafter 'Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and World Wide Technology, LLC ("Vendor"), Buyer and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on July 22, 2022, the Parties entered into City Secretary Contract 57879 to provide goods and services offered under cooperative agreement Omnia Partners R210404 ("Agreement/Contract"); WHEREAS, the Parties wish to amend the Agreement to purchase services for the Network Upgrade: Exhibit Year One (1) project in the amount of $126,979.00 and a Network Access Agreement. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS The Agreement is hereby amended to add Exhibit C-1 to purchase services for the Network Upgrade: Year One (1) project in the amount of $126,979.00 and to add a Network Access Agreement, Exhibit A- 1. This amendment does not authorize additional compensation beyond the $800,000.00 approved on M&C 21-0547. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 57879 World Wide Technology LLC Page 1 of 4 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Valerie Washington (Mar20, 202310:44 CDT) Name: Valerie Washington Title: Assistant City Manager Date: M a r 20, 2023 APPROVAL RECOMMENDED: Lo Name: Kevin Gunn Title: Director, IT Solutions Department 4.d4dOUnQ� ATTEST: ' o1 FORr�a� o �0�.1 d �o Pvo o=d * ° aan � tEXA5a4p By: �Ilaaa4° Name: Jannette Goodall Title: City Secretary VENDOR: World Wide Technology LL��C� By: Y� Name: Gregory Brush Title: Area VP Public Sector Date: 3/9/2023 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: Bobby Lee (L./ 2023 16:09 CST) Name: Bobby Lee Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0547 Approved: 6/28/22 1295: 2022-899362 ATTEST: In Name: Title: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 57879 World Wide Technology LLC Page 2 of 4 Exhibit C-1 WO' World Wide Technology City of Fort Worth Network Upgrade: Year 1 January 31, 2023 PRESENTED BY Daren Fisher Account Manager World Wide Technology, LLC (469) 222-6525 Daren.Fisher@wwt.com www.wwt.com World Wide City of Fort Worth W C Technology Network Upgrade: Year 1 1 January 2023 Table of Contents 1 Project Scope.........................................................................................................................3 1.1 Project Description................................................................................................................. 3 1.2 Deliverables............................................................................................................................3 1.3 Project Planning......................................................................................................................3 1.3.1 Project Sites................................................................................................................4 1.4 Design..................................................................................................................................... 4 1.4.1 Integration and Configuration Documentation..........................................................4 1.5 Integration Center Project Tasks............................................................................................4 1.5.1 Switch/Router Tasks...................................................................................................5 1.5.2 Shipping Preparation..................................................................................................5 1.6 Professional Services Project Tasks........................................................................................5 1.6.1 Planning......................................................................................................................5 1.6.2 Design......................................................................................................................... 6 1.6.3 Implementation.......................................................................................................... 6 1.6.4 Testing........................................................................................................................ 7 1.6.5 Cutover Procedures....................................................................................................7 1.7 Documentation.......................................................................................................................7 1.8 Out of Scope........................................................................................................................... 7 2 Customer Responsibilities......................................................................................................8 3 Assumptions..........................................................................................................................9 4 Pricing Summary..................................................................................................................11 4.1 Firm Fixed Price Project Change Control..............................................................................12 Appendix 1: Approval to Proceed with Project............................................................................14 Appendix 2: Project Completion.................................................................................................15 PROPRIETARY NOTICE The information contained in this statement of work is the confidential information of World Wide Technology, LLC. This statement of work and the information contained herein shall not be disclosed outside the company named above, and shall not be duplicated, used, or disclosed in whole or in part for any purpose other than to evaluate this statement of work. World Wide City of Fort Worth I� Technology Network Upgrade: Year 1 1 January 2023 1 Project Scope This Statement of Work (SOW) defines the services that World Wide Technology, LLC (WWT), will deliver to City of Fort Worth (Fort Worth or Customer). Each of the parties' responsibilities are defined to provide a clear understanding of the scope of Network Upgrade: Year 1 Services. All terms and conditions of the OMNIA Partners Technology Solutions, Products, and Services contract #R210407 are incorporated by reference. The pricing submitted with this SOW reflects the Services and responsibilities described herein. WWT will strive to meet Fort Worth schedule requirements; however, actual project dates will be subject to availability of materials and resources and Fort Worth attention to its responsibilities. 1.1 Project Description WWT will provide professional services for Fort Worth to perform a Year 1 (FY23) network refresh at three (3) of their data centers, including Eagle Mountain (EM), Bolt, and City Hall (CH). The Year 1 network refresh encompasses the upgrading of core, distribution, and top of rack switches in the aforementioned data centers. 1.2 Deliverables Activities related to scheduled tasks will support Deliverables necessary for a successful project. ■ Project Initiation/Project Kick Off ■ Acceptance Testing Procedures (ATP) ■ As -Built Documentation ■ High -Level Design (HLD) ■ Low -Level Design (LLD) ■ Integration Center Standard Customer Reporting ■ Up to six (6) cutover(s) or migration window(s) through the duration of this project Customer has full ownership rights to the Deliverables set out above. Notwithstanding any contrary or contradictory terms in any other contract, agreement or otherwise, no other intellectual property is transferred hereunder. For purposes of clarity, WWT retains all rights to its intellectual property including, but not limited to, its skill sets, tools, know-how, methodologies, processes, and any improvements, enhancements, and other modifications thereto. 1.3 Project Planning WWT follows a project initiation process that begins with planning the project with the key stakeholders. The process begins with planning a project initiation with Fort Worth during which all requirements, dependencies, success criteria, as well as challenges and risks to the project will be identified and planned for. Internal Request # R-00719506 0.1 Page 13 World Wide City of Fort Worth I� Technology Network Upgrade: Year 1 1 January 2023 The project initiation will consist of the following tasks: • Define roles and responsibilities of the project core team • Articulate project objectives, priorities, technologies being deployed, and key Deliverables ■ Identify the work required to achieve the project goals ■ Establish a high-level schedule for the project ■ Develop strategies for mitigating major project risks ■ Plan the project success criteria ■ Understand project dependencies ■ WWT and Fort Worth will jointly define the due dates for Fort Worth owned prerequisites. Fort Worth understands these dates are required to achieve the project outcome and may trigger changes to the project scope 1.3.1 Project Sites The below site(s) are in scope for this service offering. Modifications to sites, scope or level of effort will be managed through the Change Control process. North American Integration Center, St. Louis, Missouri City of Fort Worth, Texas 1.4 Design In the Design Phase, WWT identifies the components necessary to meet the project requirements. Once the needed information is gathered, diagrams of the solution will be provided and modified as needed in the LLD process. The LLD will take the high-level information and create applicable templates for the design components and applications that will be used in the implementation phase of the project. Once the LLD is complete, the templates created from that process will be used to implement the solution. 1.4.1 Integration and Configuration Documentation In the configuration management stage, WWT engineers will utilize the templates generated in the LLD process to furnish a comprehensive set of configurations that can be applied to the components of the solution. 1.5 Integration Center Project Tasks The following tasks will be performed for all equipment included in the Bill of Materials (BOM): ■ Receive and inventory the equipment — Equipment will be verified against the purchase order, checked for damages, and staged for additional services or just -in -time onsite delivery ■ Unbox and stage the equipment ■ Apply WWT-created asset tags to each device based on specific Fort Worth instructions Internal Request # R-00719506 0.1 Page 14 World Wide I� Technology City of Fort Worth Network Upgrade: Year 1 1 January 2023 — Each asset tag will be cross-referenced with the device's serial number and stored in WWT's Oracle ERP — This cross-reference information is then available to Fort Worth through WWT's online portal ■ Apply device label(s) per Fort Worth specifications 1.5.1 Switch/Router Tasks The following tasks will be performed on: ■ Twelve (12) Cisco Nexus 9348 — One (1) will be reserved as spare equipment ■ Two (2) Cisco Catalyst 9500 ■ Two (2) Cisco Catalyst 9606 — Apply a WWT-provided, device specific, ready -to -load configuration ■ Integrate up to twelve (12) SFP modules — Perform burn -in testing for up to twenty-four (24) hours — Validate the currently installed IOS version and upgrade or downgrade the IOS, per Fort Worth specifications, if the currently installed IOS version is incorrect — Capture a Quality Assurance (QA) record to ensure the system is functional and configured per Fort Worth specifications 1.5.2 Shipping Preparation ■ Re -box equipment in the OEM -provided packaging • Prepare equipment for shipment 1.6 Professional Services Project Tasks 1.6.1 Planning Conduct configuration and infrastructure assessment for Eagle Mountain, Bolt, and City Hall data centers: ■ Discuss and assess the current network architecture and design ■ Discuss and assess the layer 2 network configuration and design ■ Discuss and assess the layer 3 network configuration and design ■ Discuss and assess traffic flow between data centers that are within the scope of this SOW ■ Discuss and assess traffic flow within data centers that are within the scope of this SOW ■ Discuss and assess traffic flow to/from the data center from/to campus/user base ■ Document and submit all notes ■ Discuss and assess traffic flow to/from the data center from/to campus/user base Internal Request # R-00719506 0.1 Page 15 World Wide City of Fort Worth I� Technology Network Upgrade: Year 1 1 January 2023 Review Cisco BOM and confirm the scope for each data center: ■ For Eagle Mountain: — Three (3) N9K-C9348GC-FXP will replace three (3) existing FEXs ■ For Bolt: — Two (2) C9500-48Y4C-A will replace the C6880 VSS pair ■ For City Hall: — Two (2) C9606R-48Y24C-BN-A will replace the C6807 VSS pair — Eight (8) N9K-C9348GC-FXP will replace eight (8) existing FEXs ■ The existing Nexus 5672s will be removed and the N9K-C9348GC-FXP will connect directly to the C9606Rs ■ Review and validate all Fort Worth -provided configurations 1.6.2 Design ■ Create the HLD document based on the on -site workshop ■ Develop the LLD and review with Fort Worth IT Team ■ HLD and LLD modifications as needed per Fort Worth IT Team discussions ■ Develop the ATP and review with Fort Worth IT Team — Test layer 2, layer 3, VPC, VSS, PC, etc., functionality on new switches including verification of east/west and north/south data, voice, and video traffic ■ Develop hardware configurations based on LLD ■ Coordinate with NAIC Team and apply configurations to new hardware 1.6.3 Implementation WWT will perform six (6) cutovers: ■ Eagle Mountain: one (1) cutover — FEX replacement ■ Bolt: one (1) cutover — 6800 replacement ■ City Hall: four (4) cutovers — ASE links for MPLS connections — Half of Distribution Switch Dark Fiber (6807 connections) — Half of Dark Fiber connections (6807 connections) — Meraki, FEX, F5 and Palo connections • For each cutover, perform the following tasks: — Rack and stack hardware — Perform hardware cutover into live environment — Execute ATP • Provide Day-2 support for up to four (4) hours after each cutover • Develop As -Built documentation Internal Request # R-00719506 0.1 Page 16 World Wide I� Technology 1.6.4 Testing City of Fort Worth Network Upgrade: Year 1 1 January 2023 Utilizing the data obtained in the project initiation meeting, WWT will develop an ATP documentation package. The ATP package will include a document detailing test resource requirements, procedures, and expected results. The test plan document package will be reviewed by Fort Worth to confirm both parties agree to the test plan criteria and methodologies. After reaching agreement, major changes to the ATP package as a result of a feature, application, or design change will go through a change control process to ensure no changes are implemented without having an agreed upon ATP. 1.6.5 Cutover Procedures WWT will formally turn the site over to Fort Worth for daily operational support after the successful testing of the solution. As -Built documentation will be provided for each installation as it is turned over, including e.g., design documents, configuration files, and diagrams. The actual As -Built deliverables and format will be determined during the Planning Phase. 1.7 Documentation WWT employs a formal documentation development process, which utilizes a document change management tool to protect and control content production and editing. All documentation will be considered confidential and available for official use only, and with contributing staff unable to share data outside the project's Information Technology (IT) domain. 1.8 Out of Scope The following items have been determined to be out of scope relative to this SOW and are identified in order to avoid any confusion. WWT does not require access to or receipt of any personally identifiable information, protected health information, sensitive Customer information or other structured personal or sensitive information as defined by applicable data protection laws ("Protected Data") in its performance of the Services hereunder. Access to or receipt of any Protected Data is expressly out of scope under this SOW. As such, Customer will not provide WWT with Protected Data or access to Protected Data hereunder and any such receipt or access will require prior agreement by both parties to determine applicable controls, processes, security measures, or other requirements Any work not specifically listed as a task in this document is considered out of scope No formal training will be provided Any storage and compute design and/or configuration Internal Request # R-00719506 0.1 Page 17 World Wide I� Technology 2 Customer Responsibilities City of Fort Worth Network Upgrade: Year 1 1 January 2023 All services performed by WWT will be based on the following assumptions and Customer responsibilities: • Fort Worth will designate a single point of contact to whom all WWT communications may be addressed and who has the authority to act on all aspects of the services throughout the duration of the project; such contact shall be available during normal hours of business (Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding holidays) • Fort Worth will have suitable technical staff as mutually agreed upon by both parties available for the duration of the engagement as defined by the project schedule. The Fort Worth staff will need to participate in and support the various tasks of the project as required as defined by the project schedule or other tasks not directly stated, but have a direct impact on completion of this project ■ Fort Worth is responsible for the identification and interpretation of, and ensuring compliance with, all laws, statutes, rules, regulations and standards applicable to its or its affiliates' business or operations ■ Fort Worth will provide reasonable access to all Fort Worth sites and facilities, including where applicable, computer equipment, telecom equipment, facilities, workspace and telephone for WWT's use during the project — Fort Worth will on -board WWT employees based on identified need, including remote access, as mutually agreed by both parties during the course of the project ■ Fort Worth and WWT will jointly define standard configuration templates by the mutually agreed upon date defined during the project initiation and documented in the project plan of record • Fort Worth and WWT will jointly define the required physical and logical site information by the mutually agreed upon date defined during the project initiation and documented in the project plan of record • Fort Worth will have five (5) days to provide written feedback on all project artifacts, documents, or presentations developed or updated by WWT. If no feedback is provided, the item will be considered accepted by Fort Worth. If possible, WWT will continue with other work on the project while waiting for comments or acceptance ■ Fort Worth will supply access information and credentials to the engineer(s) for any Fort Worth tools and all existing equipment that needs to be configured or may need to be modified within five (5) business days of WWT's written request for access ■ Fort Worth will confirm site readiness including circuits, cabling, power, cooling, and rack space in accordance with the agreed upon project schedule ■ Fort Worth will specify physical and logical network topology for existing network infrastructure and identify connectivity requirements for other network -attached devices ■ Fort Worth will install and verify the operation of all equipment not provided by WWT; this equipment will be installed, tested, and operational in accordance with the agreed upon project schedule • Fort Worth will provide all cabling (i.e. infrastructure, patch, and workstation) required to complete the installation that is not included with the project equipment or listed on WWT quote; cabling will be delivered and/or installed • Fort Worth will ensure that all circuits have been labeled in a manner that clearly identifies each component Internal Request # R-00719506 0.1 Page 18 World Wide I� Technology City of Fort Worth Network Upgrade: Year 1 1 January 2023 • Fort Worth will provide loading dock access for receiving equipment, verifying that all equipment, supplies and materials have been received and are on -site and available before the installation start date • Fort Worth will coordinate access to a secure area for staging and configuration (unless staged at WWT facility) ■ Fort Worth will ensure adequate power to terminate the equipment ■ Fort Worth will arrange for network access to terminate the equipment ■ Fort Worth will provide disposal services to remove boxes and packing materials ■ Fort Worth is responsible for all server and network security definitions and it is assumed that the WWT technical resources will have appropriate configuration requirements prior to the design and implementation commencing ■ Fort Worth will provide all security lockdowns required for any deployed systems prior to scheduling resources to arrive on -site. Fort Worth will provide timely technical assistance in the event a lockdown prevents a deployed solution from functioning properly. In the event that a solution cannot be found without impacting the schedule, Fort Worth and WWT will document the solution and determine to extend the timeline or back -out the lockdown until the solution works. Lockdowns will not be required or implemented for virtual appliances ■ Fort Worth will provide Virtual Private Network (VPN) or other remote access and appropriate credentials in order to complete this project ■ Fort Worth will assume responsibility for equipment when it reaches the Fort Worth site ■ Work with WWT Project Manager to implement any changes requested to the scope of work defined in this SOW ■ Fort Worth will provide site -specific details needed by WWT to fulfill all services requested under this SOW, including local Fort Worth contact information, shipping addresses and any special shipment instructions Note: Success of the project is dependent on the responsibilities above. If responsibilities indicated above are not completed prior to the deployment date, the project timelines may need to be rescheduled based on WWT engineering availability. 3 Assumptions In preparing this SOW, WWT made certain assumptions for items not expressly documented during discussions with Fort Worth. Changes to these assumptions may affect scope and cost. ■ WWT will not be responsible for any project delays or costs caused by failure to deliver or by delayed provision of information, systems, or feedback from Fort Worth or third party vendors ■ Tasks will be completed during normal business hours between 8:00 a.m. and 5:00 p.m. project site local time, Monday through Friday, excluding WWT-observed holidays, unless otherwise negotiated and noted in this SOW ■ Changes to the scope of work identified during the project will require a Change Order Form that could affect the schedule, milestone, or cost of the project • WWT will assign all staff resources as to best -fit total requirements and no individual employee is being specifically promised or quoted for this project Internal Request # R-00719506 0.1 Page 19 World Wide I� Technology City of Fort Worth Network Upgrade: Year 1 1 January 2023 • WWT shall rely upon any standard operating procedures or practices of Fort Worth and any direction, or regulatory or other guidance provided by Fort Worth as agreed to during the project initiation • Any configuration or modification made by WWT to any third party software or materials provided by Fort Worth or work incorporating such items will be subject to the ownership and other rights agreed to by Fort Worth with the applicable third party. Fort Worth understands any such configuration or modification may negate the third party warranty and/or support, and WWT will hold no liability for any configuration or modification performed at Fort Worth's direction ■ WWT is not providing any warranty regarding, and is not liable for, any third party or Fort Worth software, documentation, equipment, tools or other products or materials, even if recommended by WWT ■ Time estimates for the implementation of the solution do not include time required for Customer change control processes. Any change control process delays that impact the time and level of effort to deliver the solution will incur a change order for the time difference ■ WWT may deliver the Services through a combination of employees, contractors, and subcontractors working under WWT's direction, at WWT's discretion ■ The services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations will be the responsibility of, and made by, Fort Worth ■ All business days worked as part of this project will be consecutive unless agreed to in advance by both Fort Worth and WWT ■ Upon completion of installation and configuration of the solution, WWT will present Fort Worth with an ATP. Both parties will complete the ATP with identified representatives signing off on each portion of testing, validating the successful certification of each task documented in the ATP document ■ Fort Worth is capable of receiving equipment and transporting it to the install location. This could involve multiple racks ■ Knowledge transfer will not include any courseware or formal lab manuals. It will be hands- on knowledge transfer on the deployed solution within the Fort Worth environment. This is an informal sharing of information between technical peers and is intended to supplement but not replace any manufacturer's formal system implementation or administration classes. Formal classroom offerings may be offered and scheduled through WWT ■ Onsite work will occur at one (1) physical location unless otherwise specified • The pricing and effort represented in this SOW is based upon six (6) change windows) and eight (8) hour(s) per change window as confirmed during the project initiation. Any changes to this will be managed through the Change Control process • If at any time, the United States Government or its duly appointed representatives issues a safety, terrorism, tariff, or other legally binding statement that impacts WWT's ability to transact business in the effected country, WWT reserves the right to defer or exclude scope obligations for the countries impacted. WWT will reduce the cost commensurate with the reduced scope • There will be up to three (3) individual shipment(s), with weekly meetings for the two (2) week project duration ■ WWT will bear no responsibility for any changes made after releasing the system to Fort Worth. If any errors occur from Fort Worth changes, a Change Order must be written for associated labor and expenses to correct the problems Internal Request # R-00719506 0.1 Page 1 10 World Wide I� Technology City of Fort Worth Network Upgrade: Year 1 1 January 2023 ■ The pricing provided in this SOW is based on the BOM provided. Changes in the BOM may require a re -quote of these services through a Change Order ■ WWT will provide order tracking visibility and shipping reports to Fort Worth ■ WWT is not responsible for delays from Fort Worth personnel during the Customer validation step(s) ■ Product remaining in a WWT facility for more than thirty (30) days will be invoiced and subject to additional product storage fees ■ Product required for this project will be shipped to WWT's warehousing facility by the manufacturer ■ There will be multiple cutovers for the network refresh upgrade across all (3) data centers ■ Fort Worth will have its own firewall and application server engineers involved during the cutovers to verify connectivity and proper access to application servers ■ During the Year 1 network refresh there will not be any changes to switch port connection speeds or data circuits ■ The Year 1 network refresh does not include the re -design of the current network or the turn -up of any new technology features such as EVPN/VXLAN which will be configured on a separate SOW In addition to and notwithstanding any contrary provisions in the Master Agreement including, but not limited to, any Force Majeure clause, the parties agree to work in good faith to address any direct or indirect impacts to the Services or Deliverables due to COVID-19. Such impacts may include, but are not limited to, quarantine restrictions or other restrictions, requirements, or recommendations from federal, state, or local health agencies or other advisory or regulatory entities. Without limiting the foregoing, WWT reserves the right to submit a Change Request to Customer if, at any time, COVID-19 impacts WWT's activities and/or rights and obligations - financial, operational, or otherwise - contemplated under this SOW. Impacts may include, but are not limited to, the inability to access and perform onsite services, travel and logistical complications, delays, cost increases, or changes or reductions in scope. Customer's approval of such Change Requests shall not be unreasonably withheld. While WWT will reduce costs commensurate with any reduction in scope, WWT shall not be liable for any claims or damages of any kind due to any inability to perform the Services or provide the Deliverables. The parties agree to work in good faith to reduce any disruption to the Services. Where feasible and reasonable, Customer agrees to provide access sufficient to allow WWT to perform Services remotely and/or waive or reschedule applicable training and other on -site requirements. 4 Pricing Summary This is a Firm Fixed price project as described above. Costs for hardware and software are not included in WWT's fees. Work will be performed at Fort Worth facilities in the location(s) listed in the Project Sites section and/or remotely. The duration of this project is estimated up to ten (10) weeks. The project schedule will support the overall duration of the project and will include events from the project initiation through confirmation of project closure. The firm fixed labor budget for this work is as follows: Internal Request # R-00719506 0.1 Page 1 11 World Wide WC Technology Technology Center Services Note: City of Fort Worth Network Upgrade: Year 1 1 January 2023 ■ An invoice will be generated as equipment is shipped from the WWT distribution center to the Fort Worth location ■ Inbound and outbound shipping will be invoiced as incurred based on the shipping method chosen ■ Pricing shown in U.S. dollars. Pricing is valid for ninety (90) days from the date of the SOW ■ Taxes are not included in the above pricing Professional Services Note: • Pricing shown in U.S. dollars. Pricing is valid for ninety (90) days from the date of the SOW • Taxes are not included in the above pricing ■ An invoice will be generated upon completion of the Project Milestones as described above and following acceptance by Fort Worth ■ Payment Terms are net-30 days from WWT invoice date 4.1 Firm Fixed Price Project Change Control If Fort Worth requests a change in the project schedule after the schedule has been mutually agreed upon between Fort Worth and WWT, a change order will be required to proceed as follows: — If a project schedule delay is requested during the course of the project, then Fort Worth will be subject to a change order. If the change order impacts the budget, a fixed - price change order commensurate with the cost impact will presented by the WWT Project Manager — If the project is suspended or delayed for more than two (2) weeks during the course of the project, then Fort Worth may be subject to a change order. If the change order impacts the budget, a fixed -price change order commensurate with the cost impact will be presented by the WWT Project Manager. Project resumption will occur in a date mutually agreed upon between WWT and Fort Worth Internal Request # R-00719506 A.1 Page 1 12 World Wide City of Fort Worth I� Technology Network Upgrade: Year 1 1 January 2023 Only changes that materially impact the project scope or schedule will be billable to Fort Worth All change orders will be presented and explained by the WWT Project Manager. All billable change orders will be a fixed -price commensurate with the cost impact of the scope and/or schedule changes If the project is delayed for thirty (30) days or more for reasons outside of WWT's control, WWT reserves the right to invoice Fort Worth for work performed up to the date of the delay Internal Request # R-00719506 0.1 Page 1 13 World Wide I� Technology City of Fort Worth Network Upgrade: Year 1 1 January 2023 Appendix 1: Approval to Proceed with Project The undersigned parties each understand and agree that this SOW accurately sets forth the services that WWT will provide Fort Worth. Following receipt of signed SOW and Fort Worth's Purchase Order*, a WWT Project Manager will be in contact to discuss next steps. WWT requires a minimum of four (4) weeks' notice to begin project implementation from date of receipt of signed SOW and Fort Worth's Purchase Order*. WWT price quote is valid for ninety (90) days from date of this SOW. n Valerie Washington Mar 20, 2023 Valerie Washington (Mar 20, 202310:44 CDT) (Signature) (Print Name) City of Fort Worth n� Robert Whiteman tvJ� ( ignature) (Print Name) World Wide Technology, LLC Date February 2, 2023 Date Please return all pages of this signed SOW and Purchase Order* to your WWT Account Manager. Customer Contact Name Customer Contact Title Customer Phone Number Customer Email Address Project Site Address *If this form is not accompanied by a Purchase Order, please complete the information below: Customer Bill to Address Customer A/P Representative Name Customer A/P Representative Email Reference # (for invoicing) if not Purchase Order Internal Request # R-00719506 0.1 Page 1 14 ICWorld Wide City of Fort Worth Technology Network Upgrade: Year 1 1 January 2023 Appendix 2: Project Completion The project contracted to WWT has been successfully completed. Fort Worth has inspected the work of WWT and has determined that all assigned tasks, tests, and deliverables have been completed in a professional and quality manner. Please sign this document at the completion of the project if properly completed in accordance with the SOW, thereby releasing WWT from any responsibility (outside any other existing contract coverage or warranties) of the project. (Signature) (Print Name) City of Fort Worth (Signature) (Print Name) World Wide Technology, LLC Please return this form to your WWT Project Manager Date Date Internal Request # R-00719506 A.1 Page 1 15 Exhibit A-1 NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 200 Texas Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and World Wide Technology, LLC a Missouri corporation, limited liability company, etc with its principal location at 1 World Wide Way, Saint Louis, MO 63146, ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide professional services to perform a network upgrade and engineering services. In order to provide the necessary support, Vendor needs access the City's network to include Cisco Catalyst and Nexus switching, CUCM, ISR Routers, Stealthwatch and Umbrella; Aruba wireless; F5; Palo Alto Firewalls; Dell server and storage infrastructure. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing a network upgrade. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. 57879. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ Services are being provided without a City Secretary Contract at no cost to the City ❑ No services are being provided pursuant to this Agreement 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or Network Access Agreement (Rev. 8/28/19) Page 1 of 4 representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it 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. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Ri2ht to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Network Access Agreement (Rev. 8/28/19) Page 2 of 4 Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), 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, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the 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. [Signature Page Follows] Network Access Agreement (Rev. 8/28/19) Page 3 of 4 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Name Title: Date: Valerie Washington Mar 20,202310:44 CDT) Valerie Washington Assistant City Manager M a r 20, 2023 World Wide Technology, LLC: By: Y4'rl- Name: Gregory Brush Title: Area VP Public Sector Date: 3/9/2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name Title: Kevin Gunn Director, IT Solutions Approved as to Form and Legality By: Name Title: Taylor Paris Assistant City Attorney Contract Authorization: M&C: 22-0547 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: Title: a,i l &Z Bobby Lee (Mar 9, 2023 16:09 CST) Bobby Lee Senior IT Solutions Manager City Secretary: By: Name: Title: Jannette Goodall City Secretary Network Access Agreement (Rev. 8/28/19) Page 4 of 4 City of Fort Worth, Texas Mayor and Council Communication DATE: 06/28/22 M&C FILE NUMBER: M&C 22-0547 LOG NAME: 04WWT INFRASTRUCTURE COOP SUBJECT (ALL) Authorize Non -Exclusive Purchase Agreements for Information Technology Infrastructure with World Wide Technology LLC. Using DIR-CPO- 4444 and OMNIA Partners Contract R210407 for a Combined Annual Amount of $800,000.00 with Five (5) Renewal Options in the Same Annual Amount for the Information Technology Solutions Department (This use of ARPA funding was previously discussed and approved by Mayor and Council) RECOMMENDATION: It is recommended that the City Council authorize non-exclusive purchase agreements for information technology infrastructure with World Wide Technology LLC. using DIR-CPO-4444 and OMNIA Partners Contract R210407 for a combined annual amount of $800,000.00 with five (5) renewal options in the same annual amount for the Information Technology Solutions Department. DISCUSSION: On 5/24/22 Mayor and Council Communication (M&C) 22-0366 was approved to allocate American Rescue Plan Act (ARPA) Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) to the Information Technology Solutions (ITS) Department providing up to $3,675,000.00 in support of infrastructure and data protection initiatives. Funding to support the execution of this contract will be available upon City Council approval of M&C 13ARPA AMERICAN RESCUE PLAN TRANCHE 2, on the June 28, 2022 agenda, appropriating the 2nd tranche of ARPA funding received from the U.S. Treasury on June 6, 2022. The Information Technology Solutions Department (ITS) will use these agreements to purchase equipment and services with World Wide Technology LLC. to support the City's information technology infrastructure. This infrastructure includes equipment and software supporting the City's servers, data storage, virtual desktop environment, and network and telephone systems. These agreements will be used to support the refreshes for the equipment that has reached the end of life cycle as well as new projects for City departments using the following cooperative contracts: Vendor Co-op Expiration RFO Published Responses Due Date DIR-CPO- WWT 4444 1/23/2025 3/15/2019 4/25/2019 OMNIA Partners WWT R210407 5/31/2026 12/1/2020 1/19/2021 ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10% of the business. No specific contract amount is guaranteed. Funding will be budgeted in the Grants Operating Federal Fund for the purpose of funding the CLSD ARPA for ITS initiatives project upon City Council approval of M&C 13ARPA AMERICAN RESCUE PLAN TRANCHE 2. PRICE ANALYSIS - The Texas Department of Information Resources Contracts (DIR) and OMNIA Partners offer discounted pricing. Staff has reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of items. DIR and OMNIA Partners Contracts are competitively bid to increase and simplify the purchasing power of government entities. VIN BE: A M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. SUCCESSOR LANGUAGE: The City will initially use these DIR Contracts to make purchases authorized by this M&C. The Cooperative Contracts are set to expire on various dates. If the DIR contracts are extended, this M&C authorizes the City to purchase similar equipment and supplies under the extended contract. If the DIR contracts are not extended, but DIR executes new cooperative contracts with substantially similar terms, this M&C authorizes the City to purchase the equipment and supplies under the new DIR contracts. If this occurs, in no event will the City continue to purchase goods and services under the new agreement past 2027 without seeking Council approval. AGREEMENT TERM: Upon City Council's approval, these agreements will be executed and continue for a term of 12 months in accordance with approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL TERMS - The Agreement may be renewed annually for five (5) one-year terms for the same annual amount. The renewals do not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the Grants Cap Projects Federal Fund ARPA for ITS initiatives project to support the approval of the above recommendation and award of the agreement. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Valerie Washington 6192 Originating Business Unit Head: Kevin Gunn 2015 Additional Information Contact: Kevin Gunn 2015 Expedited