HomeMy WebLinkAboutContract 60456CSC No. 60456
DARK FIBER LEASE AND NETWORK OPERATION AGREEMENT
This DARK FIBER LEASE AND NETWORK OPERATION AGREEMENT (together with
all eXhibits, schedules and other attachments hereto, the "Agreement") is entered into on the
Effective Date by and among Sprocket Networks, Inc. ("Sprocket"), a Texas (State) corporation
with its principal place of business at 2323 Bryan Street, Suite 1520, Dallas, TX 75201), and the
City of Fort Worth, TX ("Fort Worth"). Collectively Fort Worth and Sprocket may be referred
to as a"Party" or the "Parties" in this agreement.
Through this Agreement Sprocket will form an entity, named FWFiber, LLC, that will build a fiber
optic cable network to provide dark fiber services to Fort Worth owned facilities listed in Exhibit
C. Sprocket will also provide an option to subscribe to last mile, fiber to the premise broadband
service to every residential and business location within the mutually designated areas in Fort
Worth listed in EXhibit J.
RECITALS
WHEREAS, Fort Worth desires to provide better municipal services to residents and businesses,
and to facilitate economic growth within its corporate limits;
WHEREAS, Fort Worth desires to deploy a new fiber to the premises (FTTP) network in
underinvested areas in Fort Worth that are designated by Fort Worth on the map included in
Exhibit A. The broadband infrastructure will be constructed in a manner that effectively enables
the provision of high-capacity broadband and other services and capabilities in competitive, open
environment to their residents and businesses (the "Network");
WHEREAS, Sprocket has proposed to deploy a new FTTP network to serve the Fort Worth
facilities designated in Exhibit C;
WHEREAS, Fort Worth conducted a public procurement process to identify and enter into an
agreement with a qualified private-sector entity to design, construct, activate, operate, and
maintain the Network on a nondiscriminatory basis and to offer high speed broadband Internet
access service and other services to residents and businesses in designated underinvested areas
within Fort Worth's corporate limits;
WHEREAS, Fort Worth selected Sprocket as the best candidate to provide such services, and, to
that end, have negotiated this Agreement with Sprocket; and
WHEREAS, Fort Worth desires to obtain from Sprocket an indefeasible right to use ("IRU")
optical fiber strands as described in Exhibit B("Proiect Summarv") and on the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth below, and for other good
and valuable consideration, the adequacy and receipt of which are hereby acknowledged, Sprocket
and Fort Worth agree as follows:
OFFICIAL RECORD
CITY SECRETARY
1 FT. WORTH, TX
AGREEMENT
1.
Table of Exhibits Made Part of This Agreement
The following Exhibits are attached hereto and incorporated herein for all purposes:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
Exhibit I:
Exhibit J:
Map of Sprocket System and identification of underinvested areas for FTTH
Proj ect Summary
Government Institutions to Receive Services
Customer Service Standards (SLA)
Standard Maintenance Specifications
Services and Initial Rates
Construction Schedule
Dark Fiber Specifications
Payment Schedule
Target Area Maps
2. Definitions
As used in this Agreement, the following words and phrases shall have the following meanings
unless the context clearly indicates a different meaning. Where not defined in this Section 2,
initially capitalized words and phrases shall have the meanings ascribed to them in the body of this
Agreement.
"Associated Property" means, with respect to each Segment, the tangible and intangible property
necessary for Fort Worth to use the Dark Fiber for the purposes described in this Agreement,
including, but not limited to, the associated Conduit, Vaults, Huts, Splice Cans, and Splitters.
"Associated Property" does not include electronic, optronic, optical, or other necessary equipment
to connect the Drops to the Dark Fiber.
`Business Day" means any day that is not a Saturday or Sunday, a federally recognized holiday,
the Friday after Thanksgiving, Good Friday, or Christmas Eve.
"Commercially Viable" means any unserved or underserved residential and/or business location
where the cost to construct fiber to the location is not greater than four times the mean price to
build to all locations. For locations, greater than three times the mean price to build to all locations
Fort Worth and Sprocket agree to discuss service to these locations and make a good faith effort to
serve the location.
"Conduit" means any and all conduit within which the Dark Fiber has been placed.
"Dark Fiber" means fiber optic cable strands without electronic and/or optronic equipment and
which is not "lit" ar activated insofar as, with respect to such cable, Sprocket has conveyed IRU
rights to Fort Worth. The Dark Fiber must meet or exceed the specifications listed in Exhibit H.
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"Drop" means the fiber connection extending from the Dark Fiber to each of the Government
Locations identified on Exhibit C.
"Fiber Optic Ring" means the portion of the Sprocket System that connects the Government
Locations designated by Fort Worth. This is the portion of the Sprocket System for which Sprocket
grants the lease of Dark Fibers to Fort Worth and on which Sprocket provides Drops to the
Government Locations
"Gross Revenues" means the total revenue received by Sprocket or its subsidiaries for data, voice,
and any other services delivered and paid for by non-governmental customers of the Sprocket
System and Sprocket Extended Network within the city limits of Fort Worth. IPTV services are
not included in the definition of Gross Revenues far the purpose of Franchise fee payments to Fort
Worth.
"NEC" means the latest edition of the National Electrical Code published by the National Fire
Protection Agency.
"NESC" means the latest edition of the National Electrical Safety Code published by the Institute
of Electrical and Electronics Engineers ("IEEE").
"Sprocket System" means Sprocket's approximately 300-mile high-speed broadband network
connecting the Government Locations consisting of the Fiber Optic Ring, the Dark Fiber, the
Drops, and Associated Property designed, constructed, installed, operated, maintained and
upgraded by Sprocket laid out generally as depicted in the Sprocket System Map attached to this
Agreement as Exhibit A.
"Sprocket Extended Network" means all Conduit, Dark Fiber, Lit Fiber, Drops, and Electronics,
within Fort Worth that are not part of the "Sprocket System" as defined above.
"Person" means any individual, corparation, association, partnership, limited liability company,
trust or other entity.
"Required Right" shall mean and refer to any agreement, conveyance, easement, license, franchise
or permit obtained by Sprocket from a government entity or other third party governing the terms
under which Sprocket may access and utilize a public right-of-way, private property, structures
and other property in order for Sprocket to use, install, construct, operate, repair, maintain, replace,
and remove the Sprocket System.
"Segment" means a defined length of Dark Fiber between end points defined by address or
longitude/latitude insofar as the Dark Fiber comprising a Segment is subject to the IRU conveyed
by Sprocket to Fort Worth.
3. Term Termination and Franchise Fee
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3.1 Term. The term of this Agreement, and the lease granted hereunder, will begin on the
Effective Date and remain in full force and effect for a period of thirty-four (34) years (the "Initial
Term") following the Final Segment Acceptance Date (as defined in Section 7.1) unless terminated
prior to expiration of the Initial Term as set forth in Section 3.2. Upon expiration of the Initial
Term, Fort Worth may elect, in their sole and absolute discretion, to extend the Term for an
additional period of ten (10) years (the "First Extension Term") by delivering to Sprocket prior
to expiration of the Initial Term a written notice of first extension and paying to Sprocket a sum
of $5,000 (the "First Extension Fee"); and, to extend the Term for a second ten (10) year period
(the "Second Extension Term") by delivering to Sprocket, prior to expiration of the First
Extension Term, a written notice of extension and payment to Sprocket of a sum of $5,000 (the
"Second Extension Fee"). Fort Worth is responsible for Annual Recurring Costs as outlined in
the contract in addition to the eXtension fee.
3.2 Event of Default. An Event of Default exists under this Agreement upon the
occurrence of any one ar more of the following events (hereinafter "Event of Default" or
"Default"):
a. If either Party does not perform any material term, provision, covenant, agreement, or
obligation under this Agreement, and then does not cure such default on ar before the
thirtieth (30th) day after receiving written notice of the default from the other Party, as
applicable. If any non-monetary default cannot reasonably be cured priar to the end of
said 30-day period, an Event of Default does not occur if the defaulting Party
commences to cure the default before the end of said 30-day period and diligently
completes the cure as soon as reasonably practicable, but in any event not later than
sixty (60) days after receiving such default notice;
b. If any of the Parties becomes insolvent; and/or
c. If, except as a result of a Force Majeure Event ar damage to the Sprocket System caused
by Fort Worth, ar their respective agents, employees, or contractors, Fort Worth
discovers that Sprocket has failed to meet the Dark Fiber SLA standards set forth in
Exhibit D relating to dark fiber repair response during two or more months in any
calendar year and Sprocket fails to provide a plan to improve response times within 60
days of notification from Fort Worth then the provisions of Section 14.4 (a) (prohibiting
Fort Worth from assigning, leasing ar otherwise transferring the IRU in the Dark Fiber,
or any portion thereof to a third party) will become null and void.
3.3 Remedies. If an Event of Default occurs, the non-defaulting- Party may:
a. Send to the Defaulting Party, specific and detailed notice of what the alleged default is
and the requested remedy. The provisions of 6.4 Dispute Resolution, shall apply to all
disputes, including Events of Default which might lead to termination. No unilateral
termination of this Agreement as to one ar more of the Parties can occur without
agreement of all Parties to this Agreement, pursuant to the process in Section 6.4, or
court order following the process set forth in Section 6.4; or
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b. After the notice and opportunity to cure; and Dispute Resolution requirements of
Section 3.3. a. above have occurred; bring an action against the defaulting Party for
damages or terminate the Agreement upon 30 days' written notice to the other Party; or
c. If this Agreement is terminated by Fort Worth pursuant to Section 3.3a, prior to its
expiration based on an uncured Event of Default by Sprocket, not later than seven (7)
days after the termination date, Sprocket will reimburse Fort Worth a pro-rated amount
of the upfront IRU Fee paid by Fort Worth based on the number of days remaining in
the Initial Term following the date of termination. No further annual recurring dark
fiber lease payments shall be due.
The remedies available to the non-defaulting Party are cumulative, and any remedies stated in this
Agreement are in addition to any other rights or remedies provided by law or equity and not in
substitution for them.
3.4 No Consequential Dama�es. In no event will Sprocket ar Fort Worth or any of their
respective parents, subsidiaries, affiliates, or related entities be liable to any of the other Parties for
any disruption of communication services or any other indirect, special incidental ar consequential
damages, including, without limitation, lost revenue, lost profits), lost opportunity or, with respect
to Sprocket, Sprocket's failure to secure Customers (as defined in Section 9) regardless of whether
informed of the same.
3S Effect of Termination. Upon the expiration of the Term or of any Extended Term, or
earlier termination of this Agreement, that is not based on an Event of Default by Sprocket, all IRU
rights granted to Fort Worth will revert to Sprocket without reimbursement of any of the IRU Fee
or other amounts previously paid by Fort Worth.
3.6 Franchise Fee. Sprocket agrees that after a 50% residential and business subscription rate
is achieved far last mile broadband service in the designated underinvested areas based on data
provided by Sprocket to Fort Worth, that Sprocket will pay Fort Worth a franchise fee equal to
three percent (3.0%) of the Gross Revenues collected by Sprocket during the preceding 12-month
period from all residential and business Customers (not including governmental customers) within
the corporate boundaries of Fort Worth. This includes customers outside the designated
underinvested areas. The Franchise Fee will be due and payable on the first day of each Agreement
Year. The term "Agreement Year" means each 12-month period beginning on the Effective Date.
The Franchise Fee will be used to support digital equity programs involving broadband cost
subsidies far individual users, Internet connected device subsidies, digital navigator fees, training
fees, workfarce training programs for Fort Worth residents.
3.7 Withdrawal from Proiect. Notwithstanding anything to the contrary herein, Fort Worth
may, without cause, terminate its participation as a Party to this Agreement prior to the
commencement of construction of the Fiber Optic Ring as follows:
a. Written notice must be provided by Fort Worth to Sprocket not later than thirty (30)
days prior to the date of withdrawal; and
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b. In the event that Fort Worth terminates its participation as a Party to this Agreement
pursuant to this Section 3.7, Fort Worth will not be entitled any refund of the Upfront
IRU Fee referenced in Section 6.1 below.
The provisions of this Section 3.7 apply only if Fort Worth terminates its participation as a
Party to this Agreement in the absence of an Event of Default by Sprocket, for which notice
and time to cure have been provided in accordance with Section 3.3.
4. The Sprocket System
4.1 Plans. Sprocket will obtain Fort Worth's approval of the plans for the installation, or
material modification (defined as adding or subtracting mare than 1000 linear feet of build to the
installation), of the Sprocket System prior to doing any work on same (the "Plans"). Sprocket must
obtain approval from Fort Worth for the Plans relating to the portion of the Sprocket System that
is located within said Fort Worth's corporate limits. Fort Worth will approve or reject the Plans as
they relate to Fort Worth not later than thirty (30) business days following receipt of the Plans,
provided that Fort Worth will have the right to extend said deadline by an additional five (5)
business days. If Fort Worth approves, Sprocket may proceed with the work as set forth in the
approved Plans for the portion of the Sprocket System within Fort Worth. If Fort Worth fails to
approve its portions of the Plans within the time set forth in this Section 4.1, the Plans with respect
to Fort Worth will be deemed to be rejected. If rejected, Sprocket and Fort Worth will enter
discussions to resolve the basis for the rejection of the Plans. The Plans will accurately depict in
electronic format the proposed route and location of all components of the Sprocket System,
including the Dark Fiber and the Segments. Fort Worth's approval of any Plans does not constitute
a waiver of any representation, warranty, liability, or other obligation of Sprocket under this
Agreement.
4.2 Routin� of Sprocket Svstem. Sprocket will design, construct, install, operate, maintain,
repair and upgrade as needed the Sprocket System in accordance with the Plans as approved by
Fort Worth. The specific route and location of components of the Sprocket System will be
substantially as depicted on the Sprocket System Map insofar as the Plans have been approved by
Fort Worth. Fort Worth will provide guidance to Sprocket with regard to any anticipated public
works and transportation projects within said Fort Worth that are likely to affect the route and
location of the Sprocket System and its components.
4.3 As-Built Map. Not later than ninety (90) days after the final Segment Acceptance Date (as
defined in Section 7.1), Sprocket will provide to Fort Worth in electronic format (such as Map
lnfo, Google Earth, kmz files or ESRI shape files) an as-built map (the "As-Built Map") far the
portion of Sprocket System that is located within the corparate limits of Fort Worth. At a minimum,
the As-Built Map will accurately depict the location and route of all portions of the Sprocket
System, including, without limitation, the Dark Fiber, the Connection Points, the Drops, manholes,
hand-holes and other access points, splice locations, and indication of whether fiber is aerial or
buried. Not later than thirty (30) days following any completion of any substantive alteration,
extension, or relocation of any portion of the Sprocket System, Sprocket shall provide an updated
As-Built Map to Fort Worth in which such work occurred.
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4.4 Third-Partv Propertv. In some instances, the real property on, over, though, or under
which the Sprocket System is installed is owned by a party other than Fort Worth ("Third-Partv
Propertv") and which is not an existing public right-of-way or easement owned by Fort Worth.
Sprocket has secured, ar is responsible for securing, including the payment of all costs of
acquisition, all of the Required Rights that are necessary for Sprocket to install, operate, maintain,
repair, replace, and remove the Sprocket System on the Third-Party Property, including rights
secured by Sprocket under its State Issued Certificate of Franchise Authority. Throughout the Term
of this Agreement, Sprocket will use its best efforts to maintain the Required Rights, provided,
however:
a. If Sprocket is unable to maintain some or all of the Required Rights necessary to install
and operate the Sprocket System as required by this Agreement, Sprocket will, at its
sole expense, reconfigure and/or relocate the Sprocket System so as to secure and
maintain such Required Rights and/or obtain such additional Required Rights, as
necessary to allow for such reconfiguration or relocation.
b. Any such reconfiguration or relocation of the Sprocket System must be approved in
writing by Fort Worth within which the portion of the Sprocket System is to be
reconfigured or relocated prior to any work performed by Sprocket in connection
therewith. City shall have 30 days to review reconfiguration or relocation requests.
Reconfiguration or relocation requests that are submitted to Fort Worth shall be deemed
approved by Fort Worth on the 31 st day after the request if no response is received from
Fort Worth. Approval should not be unreasonably withheld or delayed.
c. Any such reconfiguration or relocation of the Sprocket System will be designed and
installed at no additional cost to Fort Worth unless agreed upon otherwise by the Parties
in writing (which may be by email between the Parties' project managers or
executives).
d. If Sprocket is unable to reconfigure ar relocate the Sprocket System so as to secure any
Required Rights, Sprocket and Fort Worth agree to assess the impact, denoted by the
number of Fort Worth sites on a ring or sub-ring affected by Sprockets inability to
secure the required rights. After this assessment, Fort Worth may, in its sole discretion,
elect alternative solutions to connect these sites to a comparable service to those offered
by Sprocket. Sprocket shall pay Fort Worth for any difference in lease/IRU fees and
maintenance costs for the alternative solution for the remaining term of the agreement.
(Relocation of any portion of the Sprocket System will be performed subject to the
provisions of Section 8.5.
4.5 Required Rights. Sprocket has obtained (ar will obtain) the Required Rights needed for
installation and operation of the Sprocket System. Sprocket will make available for Fort Worth's
inspection, at Fort Worth's offices during regular business hours, copies of all Required Rights to
the eXtent that their terms or other restrictions permit disclosure. Sprocket will use best efforts to
comply with the terms and conditions of the Required Rights and keep the Required Rights in full
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force and effect. Sprocket will take no action, or fail to take a required action, that would constitute
a of the Required Rights. Upon expiration ar other termination of a Required Right, Sprocket will
obtain an extension or replacement of the Required Right or an alternative right of way, subject to
the terms and conditions described in Section 4.2.
4.6 Drops for Government Locations. At its expense, Sprocket will provide Drops to each
of the Government Locations identified on Exhibit C if the Fort Worth facility has an existing
pathwav to demarcation room where the drop will be �laced. With respect to each such
Government Location, Sprocket will install one Drop connecting the Dark Fiber to the building(s)
comprising such Government Location and terminate the Dark Fiber at a fiber patch panel located
within a room designated by Fort Worth that owns or leases the Government Location. The costs
for installation of the Drops identified in Exhibit C and the costs for the purchase and installation
of the equipment needed for Fort Worth to use the Dark Fiber and the Services are included in the
upfront payment and annual recurring payments that comprise the IRU.
If the building does not have an existing pathway to the demarcation room, Fort Worth will be
responsible for all costs related to the creation of a pathway to the demarcation room. The pathway
shall be ready for installation at least two weeks prior to the scheduled installation date of dark
fiber to the building.
4.7 Additional Drops. Upon written request from Fort Worth, Sprocket will provide
additional Drops for which Fort Worth will be charged and will pay Sprocket the sum $35 per
linear foot with a minimum of $1,500.00 per drop ("Additional Drop Rate") based on the distance
between the connection at the Dark Fiber to the location of the nearest fiber patch panel anywhere
on the Sprocket System or the Sprocket Extended Network to which the additional Drop will
connect; provided, however, any Drops within the central business district will be charged to Fort
Worth at Sprocket's cost of construction plus 10% if the cost of the Drop eXceeds $35 per foot.
Sprocket and Fort Worth will reasonably cooperate to identify the shortest feasible route for the
fiber run necessary for the additional Drop. The Additional Drop Rate will remain the same for
the first three (3) years of the term of this Agreement. Commencing on the third (3rd) anniversary
of the final Segment Acceptance Date and each anniversary thereafter, Sprocket may adjust the
Additional Drop Rate by an amount equal to the lesser of (i) the increase in the CPI Index
("Consumer Price Index for All Urban Consumers (CPI-U)" for the Dallas-Fort Worth area)
published for the most recent month for which the CPI Index was published that is more than siXty
(60) days prior to the relevant anniversary of the final Segment Acceptance Date and the CPI Index
published for the same month one year later or (ii) the sum of four percent (4%) of the then-current
Additional Drop Fee. Sprocket will notify Fort Worth of any such increase not later than siXty (60)
days prior to the effective date of such increase.
4.8 Use of Fort Worth-Owned Property. Notwithstanding anything to the contrary herein,
Sprocket will not enter onto any real property owned by Fort Worth for purpose of installing and/or
constructing any improvements or equipment relating to the Sprocket System or the Sprocket
Extended Network, including, but not limited to, a hut, unless and until an agreement in the form
of an easement or license agreement reasonably acceptable to Sprocket and Fort Worth that owns
such property setting forth the terms and conditions relating to Sprocket's right to occupy and use
such real property. Sprocket is responsible for the cost of any real property survey to be prepared
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describing the boundaries of the real property to be occupied by the hut and/or other equipment
used as part of the Sprocket System or Sprocket Extended Network if the boundaries of such area
have not been previously established.
4.9 Sprocket Extended Network
a. Sprocket intends to use the Sprocket System as a backbone to construct the Sprocket
Extended Network. The Sprocket Extended Network may provide high-speed Internet
access services, IPTV based content services, and telecommunications services
(collectively, the "Services," as more fully described on Exhibit F) to every
commercially viable residential and business address ("Customers") located within the
boundaries of the underinvested areas of Fort Worth described in EXhibit J. Sprocket
also will provide the Services to carriers or other wholesale customers at then current
wholesale market rates and on such terms and conditions as are agreed to between
Sprocket and such carrier or other wholesale customer. As new addresses are added in
the underinvested areas, Sprocket will offer and, if accepted, provide the Services to
such new Customers on the same terms and conditions applicable to existing
Customers, provided that the addresses of such new Customers are residential and
business addresses are at commercially viable locations from which to extend the
Sprocket System existing network.
At a minimum, the number of commercially viable residential addresses included in
the Sprocket extended network will include every unserved and underserved address
within 5,280 feet of the boundaries of the backbone network as depicted on the June
30, 2023 version of FCC Broadband Availability Map, including addresses in the Fort
Worth neighborhood maps depicted in Exhibit J. Sprocket and the City agree that the
FCC definition of unserved (locations without access to 25Mbps download and 3 Mbps
upload broadband service) and underserved (locations with access to 25Mbps
download and 3Mbps upload broadband service but without access to 100Mbps
broadband service and 20Mbps upload broadband service) shall define unserved and
underserved for this agreement. In addition, Sprocket agrees to make best efforts to
provide fiber to the unit broadband service available to all addresses included in the
City's challenge to the FCC Broadband Availability maps that was submitted in January
2023. Sprocket acknowledges that it has been provided a list of these locations.
b. Sprocket will have the responsibility to pay for the Sprocket Extended Network and
will have full ownership of those assets.
c. Sprocket will complete construction of the portion of the network that serves Fort
Worth Facilities by December 31, 2026 or three (3) years after the Effective Date of
this Agreement.
5. Rights in the Sprocket System
5.1 IRU Rights. Sprocket hereby grants to Fort Worth:
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a. an exclusive indefeasible right of use of twenty-four (24) strands of Dark Fiber, and as
described in the Project Summary; and
b. the associated and non-exclusive indefeasible right to use the Associated Property, all
such rights being subject to Applicable Laws, the Required Rights, and to the terms and
conditions set forth in this Agreement.
The collection of rights granted by Sprocket to Fort Worth are referred to as the "IRU". Fort Worth
may elect to lease under the same terms and conditions as this agreement up to twenty-four (24)
additional strands at a flat fee cost of $250.00 per strand mile for each strand, including all
applicable taxes and fees. This shall apply to segments directly constructed by Sprocket. In
segments leased by Sprocket from a third-party provider, Fort Worth can lease at least two (2) and
up to twelve (12) (if available) additional strands, at the $250 per strand mile cost.
5.2 Ownership of Sprocket Svstem. Legal title to the Sprocket System and all of its
components including, without limitation, the Dark Fiber is, and shall continue to be held by
Sprocket. Nothing in this Agreement shall convey legal title to any real or personal property owned
by Sprocket to Fort Worth, nor shall it create any security interest far the benefit of Fort Worth or
any other Person in the Sprocket System. Sprocket represents, warrants, and agrees that, for all
purposes, and subject to Section 541(d) of the Bankruptcy Code, that Sprocket has transferred and
conveyed, and hereby transfers and conveys, an equitable interest in the Dark Fiber to Fort Worth
throughout the Term.
5.3 Sale or Abandonment of Facilities. Subject to the terms and conditions of Section 14.4,
if Sprocket sells, assigns, or otherwise transfers title in, or abandons all of ar any portion of a
Segment prior to the expiration of the Term, the IRU and the IRU Fee with respect to such Segment
shall automatically terminate, pending full disclosure by Sprocket of the facts and the effect on
Fort Worth of such transfer or abandonment. If there is an abandonment, Sprocket will reimburse
Fort Worth for the upfront and annual payments constituting the IRU Fee paid in connection with
such Segment(s), and for any and all damages resulting from such abandonment or transfer. In the
event that Sprocket sells, conveys or otherwise transfers the IRU relating to any Segment, such
sale, conveyance or other transfer will explicitly be made subject to and conditioned upon the
transferee's written assumption of this Agreement, and will not interfere with or impair any of the
IRU rights granted by Sprocket to Fort Worth, including without limitation the IRU Fee associated
with the transferred Segment. Sprocket will provide Fort Worth with a written assumption
agreement eXecuted by Sprocket and the transferee within 30 days after the transfer is
consummated, and a failure to provide Fort Worth with such written assumption agreement will
nullify the proposed transfer, and Sprocket will remain liable to the full extent of its obligations
under this Agreement. If Sprocket abandons the use of any buildings, equipment ar other
components of the Sprocket System located on, under, or over property owned by Fort Worth, not
later than sixty (60) days after receipt of written request from Fort Worth, Sprocket, at Sprocket's
sole cost and expense, shall remove such building, equipment, or component and restore such
property substantially to the condition of said property prior to the installation of such building,
equipment, ar component. Any facilities abandoned and not removed shall become the property
of Fort Worth where the facilities are located.
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6. IRU Fee
6.1 IRU Fee Pavment Schedule. In consideration of Sprocket's granting of the IRU to Fort
Worth as set forth in Section 5.1 and thirty-four (34) years of Dark Fiber Maintenance, and to pay
for a portion of the cost of design, planning, and construction, Fort Worth agrees to pay to Sprocket
the sum of Seven Million Five Hundred Thousand Dollars ($7,500,000) (the "Upfront IRU Fee").
There are two sources of payment for the Upfront IRU Fee. The first is Four Million Five Hundred
Thousand Dollars ($4,500,000) from American Rescue Plan Act ("ARPA") funds allocated to Fort
Worth from the United States Treasury, which shall be paid to Sprocket within thirty business days
of receipt of an invoice from Sprocket far this amount. This invoice will identify that the amount
is to cover a portion of "the design, planning and construction of the dark fiber netwark that will
serve City of Fort Worth facilities". The second is Three Million Dollars ($3,000,000) from the
North Central Texas Council of Governments ("NCTCOG"). The NCTCOG payment is subject to
federal authorization and an advanced funding agreement between NCTCOG and the Texas
Department of Transportation that must be approved by the NCTCOG. Once that process is
complete, the funds will be made available far purposes of this Agreement. The ARPA funds are
intended to cover initial planning, design, and construction costs and both payments will be made
to Sprocket by Fort Worth on an upfront basis. However, Sprocket is required to provide the City
with quarterly, and annual, reports with documented evidence of how the ARPA funds were used
for expenditures directly attributable to planning, design, ar construction of the proj ect. The reports
are intended to ensure compliance with ARPA funding requirements and to ensure ARPA funds
are used for eligible investments necessary for the success of the broadband infrastructure project
outlined in this Agreement, as required by the United States Department of Treasury.
a. In addition to the Upfront IRU Fee, Fort Worth will make annual IRU payments to
Sprocket in accordance with the schedule set forth in EXhibit I attached hereto.
b. In addition to the Upfront IRU Fee and the annual IRU payments set forth herein, Fort
Worth will pay Sprocket annual maintenance and operations fees in accordance with
the schedule set forth on Exhibit I attached hereto, which are based on an initial
Network mileage of 298.7 miles; any increase in Network mileage will result in a pro
rata increase in annual maintenance and operations charges; in addition, there will be
an annual adjustment based on any increase in the CPI Index.
6.2 Additional Work. In addition to the amounts payable under Section 6.1, Fort Worth will
pay Sprocket directly for, ar reimburse Sprocket for, all reasonable costs, fees and expenses
incurred by Sprocket to complete any additional work ("Additional Work") that is requested in
writing by Fort Worth relating to this Agreement, including, but not limited to, handhole
placement, conduit work, and splicing. Prior to initiating any such requested Additional Work,
Sprocket will deliver to Fort Worth a written description of the proposed scope of work and the
estimated cost of such Additional Wark (the "Additional Work Estimate"). Fort Worth will
approve or reject the Additional Work Estimate, in writing, not later than ten (10) days after receipt
of the Additional Work Estimate. If the Additional Work Estimate is rejected, the Parties will work
together and cooperate with the goal of determining a mutually acceptable Additional Work
11
Estimate. Additional Work does not include requests by Fort Worth to Sprocket to avoid
underground utilities, comply with plans for road, drainage or bridge projects, ar otherwise comply
with normal utility construction standards.
6.3 Disputed Invoices. If Fort Worth disputes the amount stated on any Sprocket invoice, Fort
Worth shall provide Sprocket a written notice of such dispute ("Dispute Notice") no later than one
(1) year after the date of the invoice. The Parties will endeavar to Resolve any disputed amounts
not later than fifteen (15) days after Sprocket's receipt of the applicable Dispute Notice (the
"Resolution Period"). "Resolve" means a written affirmation, signed by both Parties, indicating
that the Parties have reached final agreement on the disputed amount. Fort Worth will pay any
Resolved amounts for which they are responsible within ten (10) days after the date such disputed
amount is Resolved. If the dispute is Resolved in Fort Worth's favor and Fort Worth has previously
paid the disputed amount ar any portion thereof to Sprocket, then Sprocket shall credit to Fort
Worth's account the total amount of such previous payment(s) within thirty (30) days of the date
such disputed amount is Resolved or, if there is no balance due and owing by Fort Worth against
which to apply such credit, then reimburse such overpayment to Fort Worth within said 30-day
period. If the Parties to the dispute are unable to Resolve the payment dispute within the Resolution
Period, the Parties shall initiate the dispute resolution procedures for such dispute as contained in
this Agreement.
6.4 Informal Dispute Resolution. Except in the event of termination, if either Fort Worth or
Sprocket has a claim, dispute, or other matter in question for breach of duty, obligations, services
rendered or any warranty that arises under this Agreement, the parties must first attempt to resolve
the matter through this dispute resolution process. The disputing party shall notify the other party
in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall
state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10)
business days of receipt of the notice, both parties shall commence the resolution process and make
a good faith effort, either through email, mail, phone conference, in person meetings, or other
reasonable means to resolve any claim, dispute, breach or other matter in question that may arise
out of, or in connection with this Agreement. If the parties fail to resolve the dispute within siXty
(60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non-binding mediation in Tarrant County, Texas, upon written consent of authorized
representatives of both parties in accordance with the Industry Arbitration Rules of the American
Arbitration Association ar other applicable rules governing mediation then in effect. The mediator
shall be agreed to by the parties. Each party shall be liable for its own expenses, including
attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties
cannot resolve the dispute through mediation, then either party shall have the right to exercise any
and all remedies available under law regarding the dispute. Notwithstanding the fact that the
parties may be attempting to resolve a dispute in accordance with this informal dispute resolution
process, the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise
of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for
a temporary restraining arder or preliminary injunction where such relief is necessary to protect
its interests.
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6.5 New Business. Fort Worth and Sprocket entered into this agreement after Fort Worth
conducted a formal competitive bid process as contemplated by the Texas Local Government
Code. Pursuant to this provision, Sprocket agrees to extend its services to other units of local
government that have a purchasing inter-local cooperative agreement with Fort Worth. If new
enterprise or government customers contract with Sprocket pursuant to this provision, Sprocket
agrees to compensate Fort Worth as follows:
a. In the event that a new customer contracts with Sprocket to lease fiber-prior to the
start of construction of the Fiber Optic Ring, and such leased fiber is "shared" network with Fort
Worth on the Fiber Optic Ring, Sprocket shall pay Fort Worth, by way of a reduction of the IRU
payments set forth on Exhibit I, an amount equal to $20.50 per foot for each linear foot of fiber
sold to such new customer over the pathways being constructed for the City, less $5.4mm. For
example, if a new customer signs a contract with Sprocket for 190 miles of dark fiber leased over
30 years, and 130 miles of the 190 miles are shared, the City would be entitled to a reduction in its
IRU payments of $8,671,200 (130 miles ar 686,400 feet multiplied by $20.50/foot (50% of
Sprocket's construction cost), or $14,071,200, less $5.4mm, for a total reduction value of
$8,671,200), which reduction would be amortized over the 34-year term of the Agreement. In the
event there is more than one customer who leases fiber from Sprocket pursuant to this Section
6.5(a) on a"shared network" basis, the City's IRU payments shall be pro-rated based on the ratio
of Fort Worth to the total number of customers on such shared network, times $41.00 per foot,
after taking into account such other customers' lease terms and associated contract amounts and
the credit to Sprocket in the amount of $5.4mm.
b. Only upfront payments by new customers will be eligible for the reduction in IRU
payments described in subsection (a) above. In the example above, if such new customer made an
upfront payment of $7.Smm, the total IRU reduction value would be $2.lmm ($7.Smm less
$5.4mm).
c. In the case of any new customer whereby Sprocket is not compensating the City by
way of a reduction in the City's IRU payments as described above, such as for new customer
annual IRU payments occurring before or after the start of construction of the Fiber Optic Ring or
upfront payments occurring after the start of constructing the Fiber Optic Ring, or annual or
monthly recurring payments, Sprocket shall compensate the City by paying ten percent (10%) of
any contract amounts related to such new customer.
7. Interconnection with Sprocket System.
7.1 Inspection and Acceptance of Dark Fiber. Sprocket will install the Dark Fiber on a
Segment-by-Segment basis, and Fort Worth will inspect and accept or reject each of the Segments
located within its corporate boundaries as set forth below. When Sprocket determines that the
Segment is ready for use by Fort Worth, Sprocket shall cause the Conduits housing such Segment
to be measured for length and tested to verify that they (i) conform to the approved Plans; and (ii)
are continuous between structures and access points and clear of blockages. For each Segment,
Sprocket shall deliver notice of the successful testing, including length measurements, to Fort
Worth (the "Se�ment Design Delivery Notice"). Commencing as of the date that Fort Worth
receives from Sprocket the Segment Design Delivery Notice and continuing for a period of forty-
five (45) days thereafter (the "Se�ment Inspection Period"), Sprocket agrees that Fort Worth
and/or its agents shall have the right to inspect the applicable Segment, including, without
limitation, the Conduits, the manholes, hand-holes and other access points, to verify that the same
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(i) do not materially deviate from the approved Plans, and (ii) do not contain any obstructions
within any Conduit such that the Dark Fiber is blocked from running continuously within said
Conduits, which shall be continuous between manholes. If any Segment deviates from the
approved Plans, Fort Worth shall provide written notice to Sprocket, prior to the expiration of the
Segment Inspection Period, detailing the specific deficiency(ies), whereupon Sprocket shall have
a reasonable period of time to correct such deficiency(ies) such that the Segment does not deviate
from the approved Plans. Upon Fort Worth's receipt of written notice from Sprocket that such
deficiency(ies) have been corrected, and Fort Worth determine that the test results conform to the
approved Plans, Fort Worth shall deliver written notice of acceptance ("Se�ment Acceptance") to
Sprocket and the date of such notice shall be the "Se�ment Acceptance Date" for the applicable
Segment. The last Segment Acceptance Date is referred to as the "Final SeEment Acceptance
Date." If Fort Worth continues to find deviations from the approved Plans, or obstructions within
any Conduit, then the testing and approval process shall be repeated. Delivery of the Segment
Acceptance to Sprocket will constitute the appropriate Fort Worth"s acceptance of the Segment.
7.2 Interconnection. Sprocket will interconnect the Dark Fiber with Fort Worth's
Government Facilities, including the Drops, at the connecting points ("Connectin� Points")
identified in the Plans. In addition, Sprocket will install Drops as needed in order to deliver the
Services to the Government Locations. The connections between Fort Worth facilities and the
Dark Fiber and all other work with respect to the Sprocket System shall be performed by Sprocket.
Interconnections at points other than the Connecting Points are prohibited without Sprocket's
written approval. Sprocket may grant or withhold such approval in its sole and absolute discretion.
Sprocket will install one Drop far each of the Government Locations listed in Exhibit C and
terminate the fiber connection for each Government Location at a fiber patch panel within a
telecommunications room designated by the designated manager for said Government Location.
Sprocket will provide all equipment and Associated Property needed for the Services to be
accessed and used by Fort Worth.
8. Maintenance and Repair
8.1 Scheduled Maintenance. Sprocket will perform routine maintenance and repair of the
Sprocket System ("Scheduled Maintenance"), including, without limitation the Dark Fiber and
each of the Segments, in accardance with the Sprocket's Standard Maintenance Specifications and
procedures set forth in the attached Exhibit E. The fee for this Maintenance is included in the
Monthly recurring fee that Fort Worth pays to Sprocket. These monthly recurring fee is set forth
in Exhibit I
8.2 Unscheduled Maintenance. Sprocket will perform non-routine maintenance and repair
("Unscheduled Maintenance") of the Sprocket System, including, without limitation, the Dark
Fiber and each of the Segments, in accordance with Sprocket's Non-Standard Maintenance
Specifications and procedures set forth in the attached Exhibit E. The maintenance services to be
provided by Sprocket include non-routine maintenance and repair of the Dark Fiber in response to
an actual or potential failure, interruption, or impairment in the operation of the Sprocket System
insofar as such failure, interruption, ar impairment affects Fort Worth's use of the Dark Fiber.
Sprocket shall be solely responsible for the costs of such Unscheduled Maintenance.
14
8.3 Additional Equipment. Sprocket shall maintain the optronic, electrical, optical, or other
equipment necessary to connect to the Dark Fiber at the Drops (but not to light or otherwise operate
the Dark Fiber) during the entire Term of this Agreement at no cost to Fort Worth.
8.4 Maintenance of Other Partv's Equipment. Neither Party shall alter, remove, relocate,
align, or attempt to repair the other Party's equipment except as expressly authorized in advance
in writing by the other Party. Each Party will be liable for any loss or damage to the other Party's
equipment arising from that Party's negligence, intentional act, and/or unauthorized maintenance.
8.5 Relocation. With respect to any Segment, if, after the applicable Segment Acceptance
Date:
a. Sprocket is required by a third party with legal authority to so require (including,
without limitation, the grantor of a Required Right) to relocate the Segment;
b. Sprocket is required to relocate the Segment as a result of a Force Majeure event;
c. Sprocket is required to relocate the Segment in arder to accommodate changes in street
width, street grade, street standards, construction of installation of improvements
within public rights-of-way, construction of drainage, or to accommodate utility
construction or changes in maintenance procedures established by Fort Worth; or
d. if Fort Worth requests relocation of the Segment for reasons other than previously
described in (c), above,
then Sprocket shall provide to Fort Worth (if the relocation is for the reasons described in a., b. or
c. of the prior sentence) or Fort Worth shall provide to Sprocket if Forth Worth is making the
relocation request (as described in (d) of the priar sentence), as applicable, a written notice
("Relocation Notice") describing such relocation. Not later than ten (10) days after receipt of the
Relocation Notice by Fort Worth (or, in the case of a specific request for relocation by Fort Worth,
receipt of the Relocation Notice by Sprocket), the other Party will accept or reject in writing the
proposed relocation. If the proposed relocation is accepted, Sprocket will perform the relocation,
provided that: (i) Sprocket may reasonably determine the extent of, the timing of, and methods to
be used for such relocation; provided, however, if such relocation is at the request of Fort Worth,
Sprocket shall in any case complete such relocation not later than ninety (90) days after and (ii)
any such relocation shall incorparate fibers meeting or exceeding agreed-upon specifications of
the Dark Fiber. If Fort Worth does not consent to such relocation, Fort Worth will notify Sprocket
of its objection in writing, and the Parties will work together to resolve all disputes concerning the
proposed relocation, provided that if no resolution is reached, Fort Worth may terminate this
Agreement with respect to the Segment or portion of such Segment that requires relocation. In the
event of any such relocation, Sprocket shall use best efforts to minimize any service interruptions.
8.6 Costs of Relocation. Sprocket is responsible for all costs of relocation. As part of its due
diligence in fiber route design ar planning, Sprocket will research the following types of
documents for Fort Worth: the long-range transportation plan (including roads, mass transit, bike
trails, etc.) for Fort Worth; the long-range public warks plan, the long-range capital improvements
15
and construction plans, the long range residential and commercial development plans, and other
relevant planning documents to avoid potential relocation requirements.
Unless otherwise agreed by Fort Worth the relocation of the Segment or portion of a Segment shall
be completed by Sprocket not later than ninety (90) days after acceptance of the Relocation Notice
by Fort Worth as provided in Section 8.5
8.7 Damages Caused bv Sprocket. Sprocket, at its sole cost and expense, shall repair, replace
and restore any damage caused by Sprocket or its employees, agents, Contractors, subcontractars
or representatives to any property owned or administered by Fort Worth, and/or any other property
that is not owned by Sprocket, to a condition substantially equivalent to that which existed prior
to such damage. Any repairs, replacement, or restoration required to be performed pursuant to this
Section 8.8 by Sprocket to property not owned, leased, ar otherwise controlled by Sprocket shall
be commenced and completed not later than fifteen (15) calendar days after receipt of written
notice from Fart Worth ar upon actual notice of any damage; provided, however, if the deficiencies
are not remedied in a commercially reasonable fashion within such fifteen (15) day period, or in
the event of an emergency, Fort Worth shall have the right, but not the obligation, to undertake,
without notice to Sprocket, all reasonably necessary repair, replacement or restoration and to
recover from Sprocket the fees, costs and expenses actually incurred in connection therewith. All
work performed by Sprocket hereunder shall be pursued promptly and in full compliance with the
terms and conditions of this Agreement, Applicable Laws, and in full compliance with all
applicable health and safety rules and standards, and in a safe, efficient and commercially
reasonable manner such that any repair, replacement or restoration work does not unreasonably
interfere with Fort Worth's use of the Dark Fiber and any property not owned by Sprocket. The
Parties shall use their best efforts to exercise special precautions accepted as industry-wide
standards to avoid damage to the Sprocket System, including, without limitation, the Conduits,
and any property owned or administered by Fort Worth, and shall immediately report any damage
to the other Party. Notwithstanding anything contained herein to the contrary, if any utility or
communications facilities not owned by Sprocket are damaged by Sprocket, its Contractors, or
agents, Sprocket understands, acknowledges, and agrees Fort Worth or owner of such damaged
facilities shall have the exclusive right to repair its own facilities and bill Sprocket for all
reasonable costs incurred as a result of such repair.
8.8 Groundin� and Electrical Standards. Grounding and bonding of all of elements of the
Sprocket System shall be in accardance with NESC, NEC, and all other Applicable Laws. The
Sprocket System shall not use or carry voltages or currents in excess of the limits prescribed for
Communication Services conductors by the NESC. All parts of any Sprocket System carrying
voltages in excess of 50 volts AC (rms) to ground ar 135 volts DC to ground, except far momentary
signaling or control voltages, shall be enclosed in an effectively grounded sheath or shield. The
power supply shall be so designed and maintained that the total current carried over the outer
sheath shall not exceed 200 micro amperes under normal conditions. Conditions which would
increase the current over this level shall be cleared promptly. All energized parts of the Sprocket
System shall be suitably covered to prevent accidental contact.
8.9 Liens. EXcept in connection with incurring bank debt or other financing necessary to build
and operate the Network, Sprocket will not permit any lien to be placed upon ar attached to the
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Dark Fiber, the Conduits or any other portion of the Sprocket System that is used or relied upon
by Fort Worth for the provision of Services. Except as set forth in the preceding sentence with
respect to liens in connection with any bank debt or other financing necessary to build and operate
the Network, if any such liens are placed against the Dark Fiber, the Conduits or any other portion
of the Sprocket System that is used ar relied upon by Fort Worth in connection with the
construction, installation, operation, maintenance, repair, restoration or removal of the Sprocket
System, then Sprocket shall cause, at its sole expense, such liens to be discharged, released,
removed or bonded around no more than thirty (30) days of such lien being placed. The above
notwithstanding, any lien placed upon or attached to the Dark Fiber, the Conduits, or any other
real property, equipment or intangible property of the Sprocket System ("Qualifying Property")
that is partially ar fully funded by ARPA dollars is in a shared first lien position with the United
States Department of Treasury ("Treasury") such that, if the lien were fareclosed upon and
liquidated, Treasury would receive the portion of the fair market value of the property that is equal
to Treasury's percentage contribution to the costs of the Qualifying Property.
9. Operation and Use of the Sprocket System and Sprocket Extended Network
9.1 Services. Sprocket will use the Sprocket System to provide high-speed Internet access
services, IPTV content services, and telecommunications services (collectively, the "Services," as
mare fully described on Exhibit F) to the underinvested areas of Fort Worth designated by the
map in Exhibit A.
9.2 Rates. The initial Service Rates charged to residential, government, and business
Customers by Sprocket are set forth on Exhibit F. Sprocket may not increase the initial rates
except as described on Exhibit F. Sprocket will provide special pricing for low-income residential
Customers as set forth on Exhibit F. A"low-income Customer" is any household that is eligible
for the latest version of the Federal Affardable Connectivity Program, as described by the FCC,
https://www.fcc.gov/ac�, and amended from time to time.
9.3 SLA. Sprocket's Services must at all times comply with the customer service requirements
("SLA") set forth on Exhibit D., which includes standards for, among other items, overall up-
time, latency, packet loss and jitter, and problem resolution deadlines. As part of the SLA, once
every six months, Sprocket will provide Fort Worth with reports ("SLA Reports") accurately
recording customer service calls and resolutions during the preceding six month period and
describing Sprocket's compliance or non-compliance with the SLA standards.
9.4 Construction Schedule. Sprocket will use its best efforts to conform its installation
schedule for applicable portions of the Sprocket System to the construction schedule
("Construction Schedule") set forth on Exhibit G. Sprocket will provide Fort Warth with a
monthly report describing construction progress, any delay or failure to comply with the terms of
the Construction Schedule, and a description of any Force Majeure events that resulted in delays
in the Construction Schedule including the dates of the Farce Majeure events, the duration of the
Force Majeure events, and the number of additional days added to the Construction Schedule to
accommodate for delays relating to Force Majeure events. All communications between Sprocket
and Fort Worth will be between Sprocket's Construction Manager and the Fort Worth Chief
Technology Officer or her/his designee. Sprocket will provide Fort Worth with contact information
17
for its Construction Manager not later than ten (10) days after the Effective Date. During the
construction phase, Sprocket shall deliver to Fort Worth updated quarterly As-Built Maps for
completed Segments to track its construction progress.
9.5 Damage Notices. Each Party shall each promptly notify the other Party of any matters
pertaining to, or the occurrence (or impending occurrence) of, any event which has damaged or
would be reasonably likely to damage any portion of the Sprocket System, or its functionality,
insofar as such matter is known to such Party.
10. Insurance
10.1 Sprocket Insurance. During the Term, Sprocket shall maintain in full force and effect the
following insurance coverage:
a. A policy of comprehensive general liability insurance, including public liability, bodily
injury, and property damage, , covering the construction, installation, operation, and
use of the Sprocket System with combined single limits of no less than One Million
Dollars ($1,000,000.00) per occurrence, and Five Million Dollars ($5,000,000.00)
aggregate, with Ten Million Dollars ($10,000,000.00) umbrella coverage;
b. Motor vehicle insurance meeting the requirements of Texas law and covering every
vehicle and driver involved in providing the services, in the following amounts:
(1) bodily injury liability with limits of $500,000.00 each person and $1,000,000.00
each accident;
(2) property damage liability with a limit of $100,000 each accident; and
c. Workers' Compensation insurance to meet the requirements of the Workers'
Compensation laws of TeXas where applicable.
The above required insurance policies shall (i) be written by companies licensed to do business in
the State of Texas and having an AM Best Rating of A-NII, or equivalent from a recognized rating
agency, (ii) except far the Warker's Compensation policy, be endorsed to name Fort Worth,
including their respective officers, employees, and agents, as Additional Insureds under such
policies, (iii) be endarsed to waive subrogation against Fort Worth, including their respective
officers, employees, and agents; and (iv) be endorsed to require insurance policy required to be
carried by or on behalf of Sprocket pursuant to this Agreement shall provide (and any certificate
evidencing the existence of each such insurance policy shall certify) that such insurance policy
shall not be canceled, non-renewed or coverage thereunder materially reduced unless Fort Worth
shall have received notice of cancellation, non-renewal or material reduction in coverage, in each
such case (eXcept for notice of cancellation due to non-payment of premiums) such notice to be
sent to Fort Worth not less than thirty (30) calendar days (or the maximum period of calendar days
permitted under applicable law, if less than thirty (30) calendar days) prior to the effective date of
such cancellation, non-renewal or material reduction in coverage, as applicable. If any insurance
policy required to be carried by or on behalf of Sprocket pursuant to this Agreement is to be
m
canceled due to non-payment of premiums, the requirements of the preceding sentence shall apply
except that the notice shall be sent to Fort Worth on the earliest possible date but, in no event, less
than ten (10) calendar days priar to the effective date of such cancellation. Sprocket shall cause
Certificates of Insurance evidencing such insurance coverage to be provided to Fort Worth prior
to commencement of installation of the Sprocket System and upon the renewal dates of such
policies. Notwithstanding the provisions of this Section 10.1, the coverage limits for the
comprehensive general liability insurance and the motor vehicle insurance shall never be less than
twice the limits of liability per event applicable to Fort Worth pursuant to the Texas Tort Claims
Act.
10.2 Fort Worth Insurance. Following the Final Segment Acceptance Date, and throughout
the Term, Fort Worth shall procure and maintain in force, at its own expense, insurance coverage
as required by Applicable Laws or self-insure.
10.3 Contractor's Insurance. Sprocket shall require its contractors that are engaged in the
work relating to construction and installation of the Sprocket System to purchase and maintain in
full force and effect while engaged in work relating to installing the Sprocket System the types and
limits of insurance described in Section 10.1, inclusive of the same endorsements required by
Section 10.1. Such contractars shall be required to provide a certificate of insurance evidencing
such required coverage upon written request of Fort Worth. Notwithstanding anything hereto to
the contrary, nothing herein shall relieve Sprocket ar any of Sprocket's contractors from procuring
any insurance required by state law or an ordinance enacted by Fort Worth while performing work
within a public street ar right of way or on property owned, leased, or otherwise controlled by Fort
Worth that is generally applicable to all contractars performing wark at said locations.
11. Indemnification
Except as otherwise expressly provided in this Agreement, Sprocket and its employees,
agents, Contractors, subcontractors or representatives shall exercise the rights and privileges
hereunder at their sole risk and in consideration of this Agreement shall indemnify and hold
harmless Fort Worth, including their respective elected and appointed officials, officers,
employees, representatives, and agents from and against any and all damages and liabilities
finally awarded by a court with jurisdiction or pursuant to a settlement approved by
Sprocket, including court costs and reasonable attorney's fees, by reason of damage to
property and injury or death to persons, which are caused, in whole or in part, by the
negligent acts or omissions of Sprocket or its employees, Contractors, or agents in connection
with (i) the exercise of its rights and privileges hereunder, or (ii) the construction, installation,
operation, maintenance, repair, restoration and removal of the Sprocket System.
Notwithstanding anything in this Section to the contrary, Sprocket's indemnification
obligations shall not apply to the extent that liabilities or damages are attributable or
apportioned to the acts or omissions of any person or entity not under Sprocket's control or
direction. The provisions of this Section 11 shall survive the expiration or earlier termination
of this Agreement for a period of 24 months.
12. Notice
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Unless otherwise stated herein, all notices and other communications required or permitted under
this Agreement shall be in writing and shall be given by United States first class mail, postage
prepaid, registered or certified, return receipt requested, or by hand delivery (including by means
of a professional messenger service or overnight mail) addressed as follows:
If to Fort Worth:
City of Fort Worth
Attn: Assistant City Manager
1000 Throckmorton
Fort Worth, TX 76102
With Copy To to City Attorney at same
address.
If to Sprocket for Administrative/Payment
Notices:
Sprocket Networks, Inc.
Attn: Contract Administrator
2323 Bryan Street, Suite 1520C,
Dallas, TX 75201
Any such notice or other communication shall be deemed to be effective when actually received
or refused. Any Party may, upon written notice to the other Parties, change the address to which
future notices or other communications shall be sent.
13. Confidentiality
13.1 Generallv. Each Party, including its agents and subcontractars, may have or gain access
to confidential data or information owned or maintained by the other Party in the course of carrying
out its responsibilities under this Agreement. Unless clearly marked as confidential or exempt from
disclosure under the Texas Public Information Act, Sprocket shall presume to be non-confidential
all information received from Fort Worth or to which it gains access pursuant to this Agreement.
Unless clearly marked as confidential, Fort Worth shall presume to be non-confidential all
information received from Sprocket or to which it gains access pursuant to this Agreement.
Notwithstanding anything to the contrary herein, no confidential data collected, maintained, or
used in the course of performance of the Agreement shall be disseminated except as authorized by
law, either during the Term and for a period of five years after expiration or earlier termination of
this Agreement. Each Party will return or destroy (providing written certification of destruction)
any and all data collected, maintained, created or used in the course of the performance ar the
Agreement, in whatever form it is maintained, promptly upon expiration or earlier termination of
this Agreement or upon request of the disclosing Party. The foregoing confidentiality obligations,
including without limitation, the obligation to return ar destroy and provide written certificate of
destruction of data, shall not apply to confidential data ar information that is: (a) lawfully in the
receiving Party's possession prior to its acquisition from the disclosing Party; (b) received in good
faith from a third-party not subject to any confidentiality obligation to the disclosing Party; (c)
publicly known through no breach of confidentiality obligation by the receiving Party; (d) required
20
to be retained by any Fort Worth pursuant to court order or state law, including without limitation,
the Texas Public Information Act or records retention requirements applicable to Fort Worth; or
(e) independently developed by the receiving Party without the use or benefit of the disclosing
Party's confidential information. The provisions of this Section 13 shall survive expiration or other
termination of this Agreement.
13.2 Application of Public Information Act.
a. The Parties understand and acknowledge that information exchanged between or
among one of more of the Parties may constitute "public information" as that phrase is
defined in the TeXas Public Information Act (Texas Government Code §§552.001 et.
seq., or "the Act") which may be subject to disclosure subject to a written request
delivered to a Party pursuant to the Act.
b. If Fort Worth receives a request for public information pursuant to any public
information act (the "PIA Request") which includes within its scope information
which Sprocket has identified to be confidential in accordance with Section 10.1, Fort
Worth shall notify Sprocket of such request in accardance with applicable provisions
of the Act. Sprocket shall, at Sprocket's cost, be solely responsible for asserting the
State of Texas, the Office of the Attorney General, or any requesting entity regarding
the reason(s) Sprocket's information is exempt from disclosure and for filing any and
all subsequent appeals relating to an opinion of the State of Texas, the Office of the
Attorney General, or any requesting entity that requires disclosure of Sprocket's
information. Other than notifying Sprocket of the request for Sprocket's confidential
information Fort Worth shall be under no obligation to submit arguments to the State
of Texas, the Office of the Attorney General, or any requesting entity relating to reasons
Sprocket's confidential information is exempt from required release to the public.
c. If Fort Worth receives a PIA Request which includes within its scope information which
Fort Worth has identified to be confidential in accardance with Section 13.1, Fort Worth
shall notify Sprocket in accordance with applicable provisions of the Act. Fort Worth
as the owner of such information shall, at said Fort Worth's cost, be solely responsible
for asserting arguments to the State of TeXas, the Office of the Attorney General, or any
requesting entity regarding the reason(s) the requested information is exempt from
disclosure to the public and all subsequent appeals relating to an opinion of the State
of Texas, the Office of the Attorney General or requesting entity that requires disclosure
of such information. Other than notifying Fort Worth that owns the information as Fort
Worth as the recipient of the PIA Request may, but shall be under no obligation to,
submit arguments to the State of Texas or any requesting entity relating to reasons the
requested information is exempt from required release to the public.
14. Miscellaneous
141 Non-waiver. Failure by any Party to enforce or insist upon compliance with any of the
terms or conditions of this Agreement shall not constitute a general waiver ar relinquishment of
any such terms or conditions, but the same shall be and remain at all times in full force and effect.
21
14.2 Representations and Warranties. Each of the Parties represents and warrants that it has
full authority to negotiate, execute, deliver and perform this Agreement, that this Agreement does
not conflict with any other document or agreement to which it is a party or is bound, that the
signatory below has been autharized to execute this Agreement, and that this Agreement is fully
enfarceable in accordance with its terms. Sprocket represents and warrants that it will pay: (a) all
taxes and fees arising from its ownership and operation of the Sprocket System and (b) all fees,
charges and costs relating to accessing public rights-of-way, railroad facilities, DART facilities,
DCTA facilities and related facilities. Fort Worth have no obligation to pay any of the taxes, fees,
charges ar costs described in this Section 14.2. A failure of Sprocket to pay applicable taXes and
fees constitutes a material breach of this Agreement.
14.3 Contractors. Sprocket may use independent contractors, subcontractors, or other non-
employees (each, a"Contractor") to perform any of Sprocket's obligations under this Agreement.
Sprocket is fully responsible far all acts and omissions of its Contractors when such Contractars
are acting on behalf of Sprocket and Sprocket's use of Contractors does not release Sprocket from
any of its obligations or liabilities under this Agreement. Sprocket will promptly pay all costs billed
by its Contractors. Sprocket assumes full responsibility and liability for all work performed by
and any acts or omissions of any of its Contractors in the performance of this Agreement.
14.4 Assignment.
a. Bv Fort Worth. Fort Worth may not transfer or assign all or any part of its interest
under this Agreement, or delegate any duties, burdens, ar obligations arising hereunder,
without Sprocket's consent. which shall not be unreasonably withheld, delayed, or
denied. -
b. Notwithstanding anything to the contrary in this Agreement but subject to the terms
and conditions set forth in Section 3.2.d., if this Agreement is terminated based on an
Event of Default by Sprocket, then, without Sprocket's consent the terms of this
agreement, including the terms of the dark fiber lease, shall remain in effect during any
period of time required to identify new ownership and shall remain in effect in any
agreement with new ownership. Sprocket will continue to operate the Sprocket System
and deliver the Services to Customer contemplated in this Agreement during the period
of time required to identify new ownership.
c. Bv Sprocket. Sprocket shall not have the right to assign ar apportion its rights and
obligations hereunder to a third-party without the prior written consent of Fort Worth,
which shall not be unreasonably withheld, delayed, or denied. If Fort Worth consents
to an assignment of this Agreement by Sprocket, Sprocket shall cause the assignee,
licensee ar third-party to agree in writing to comply with the terms of this Agreement
applicable to Sprocket, and Sprocket will deliver to Fort Worth a copy of such written
agreement not later than seven (7) days after execution; provided, however, that
Sprocket shall not be relieved of any liabilities or obligations hereunder until such Fort
Worth consent to assignment is obtained and such assignee has agreed in writing to
comply with the terms of this Agreement, and Sprocket will ensure, and will
22
demonstrate to Fort Worth' satisfaction, that the assignee, licensee or third-party has
sufficient and adequate resources to undertake the obligations, responsibilities and
liabilities of Sprocket under this Agreement.
14.5 Successors and Assigns. This Agreement shall extend to and bind the successors and
assigns of the Parties hereto and shall run with title to the Sprocket System and each of the
Segments.
14.6 Severability. Should any part of any paragraph or provision of this Agreement be
determined by a court of competent jurisdiction to be illegal or in conflict with any Applicable
Laws, the validity of the remaining paragraph or provisions shall not be impaired.
14.7 Applicable Law; Venue. The validity, interpretation and enforcement of this Agreement
shall be governed by the laws of Texas without regard to conflict of law applications. Venue for
any suit between or among the Parties arising from or related to this Agreement shall be in state
court of competent jurisdiction in Tarrant County, Texas; provided, however, if the nature of the
issues in the suit involve a question over which jurisdiction lies solely in federal court, venue for
such suit shall be in the United States District Court for the Northern District of Texas, Fort Worth
Division.
14.8 Force Maieure. Despite anything to the contrary in this Agreement, no Party will be liable
or in default under this Agreement for any delay or failure of performance resulting directly from
anything not caused by and beyond the reasonable control of the non-performing Party (a "Force
Maieure Event") including, but not limited to, acts of God; acts of civil or military authority; acts
of a public enemy; war; severe weather, earthquakes, or floods; fires or eXplosions; governmental
action or regulation (except obligations to obtain and to maintain appropriate approvals as required
in this Agreement); epidemics or pandemics; or strikes, lockouts, or other work interruptions or
labor shortages; supplier shortages. The time for performance of a Party hereunder shall be
extended commensurate with the duration of the Force Majeure Event.
149 Neutral Interpretation. Each Party acknowledges and agrees that it has had a full and
fair opportunity to read and review all the terms herein; that it has had a full and fair opportunity
to have this Agreement reviewed by independent legal counsel, and that no provision of this
Agreement is to be construed strictly, narrowly or against any Party on grounds of authorship or
draftsmanship.
14.10 Headin�s. All headings used herein are strictly for the reference and convenience of the
Parties and shall be treated or construed as having any effect on the terms ar provisions of this
Agreement or the interpretation thereof.
14.11 Recitals and Exhibits. All recitals and exhibits are incorporated hereto and made a part
hereof.
1412 Counterparts. This Agreement may be executed by the Parties in one ar more identical
counterparts, each of which shall be treated for all purposes as an original, and all of which together
23
shall constitute one and the same agreement.
14.13 Entire A�reement. This Agreement constitutes the entire agreement between and among
the Parties regarding the subject matter herein and supersedes all prior understandings,
negotiations or other agreements, whether verbal or written.
14.14 No Modification or Amendment. This Agreement may not be modified or amended
except by separate writing executed by all Parties, said separate writing then becoming part of this
Agreement for all purposes.
14.15 Independent Contractor. The relationship between the Parties shall be that of
independent contractars, and not as agent ar principal, and no act or omission to act shall be
construed to alter this relationship. Additionally, notwithstanding any term to the contrary within
this Agreement, no act or omission to act on the part of one Fort Worth or of Sprocket shall be
imputed to any other Fort Worth or to Sprocket. Fort Worth and Sprocket shall be liable for their
own actions and omissions when performing obligations under the terms of this Agreement.
14.16 Additional Actions and Documents. Each of the Parties hereby agrees to take or cause
to be taken such further actions, to eXecute, acknowledge, deliver and file or cause to be eXecuted,
acknowledged, delivered and filed, such further documents and instruments, and to use its best
efforts to obtain such consents, as may be necessary or as may be reasonably requested to fully
effectuate the purposes, terms and conditions of this Agreement, whether at ar after the execution
of this Agreement.
14.17 Time. If the last day permitted for the giving of any notice, ar any time period hereunder,
or the performance of any act required or permitted hereunder falls on a day that is not a business
day, then the time for the giving of such notice, the eXpiration of the time period, or the
performance of such act will be extended to the next succeeding business day.
14.18 Attornevs' Fees. In the event of any dispute hereunder or of any action to interpret or
enforce this Agreement, any provision hereof or any matter arising hereunder, the Parties to such
dispute shall be responsible for their respective costs and attorneys' fees.
14.19 Applicable Laws. This Agreement shall be subject to, and, in the performance of their
respective obligations hereunder, each Party shall comply with, all applicable federal, state and
local laws, rules, regulations, permits, licenses, approvals, consents, agreements, orders or other
requirements mandated by or entered into with any governmental authority (including, without
limitation, any applicable rules and regulations of quasi-governmental and regulatory authorities
with appropriate jurisdiction, the most current edition of the NESC, the most current edition of the
NEC, and all additional requirements of the Texas Public Utilities Commission and of any
applicable federal, state, county or municipal code in conjunction with the use and maintenance of
manholes) (collectively, the "Applicable Laws").
24
14.21 Effective Date. This Agreement will be effective on the date (the "Effective Date") it
bears the signatures of authorized representatives of Sprocket and Fort Worth, whether on the same
document or identical counterparts as authorized by Section 14.12.
14.22 Non-Appropriations. The Parties recognize that this Agreement shall commence upon the
Effective Date and continue in full force and effect until termination in accordance with its
provisions. The Parties further understand, acknowledge, and agree that the continuation of the
Agreement with respect to Fort Worth is dependent on the annual appropriation of funds by its
governing body. If the governing body of Fort Worth does not approve the appropriation of funds
to pay any obligations pursuant to this Agreement for a future fiscal year, the Agreement shall
terminate at the end of the fiscal year far which funds were appropriated.
Fort Worth shall still be liable for all financial obligations Fort Worth was responsible for under
the terms of this Agreement through the end of the Term, and to perform such obligations that are
otherwise required pursuant to termination of this Agreement.
14.23 Use of Current Funds. Fort Worth Acknowledges the funds it will use for its financial
obligations in this Agreement may be sourced from federal funds authorized for broadband proj ects
in the American Rescue Plan Act. Accounting and autharization for use of such funds will be done
per Applicable Laws and regulations.
In confirmation of their consent and agreement to the terms and conditions contained in
this Agreement and intending to be legally bound hereby, the Parties have executed this Agreement
as of the dates set forth on the following pages.
14.24 Audit Ri�hts. Fort Worth shall have access to, and the right to audit, examine, or
reproduce, any and all records of Sprocket related to the performance under this Agreement.
Sprocket shall retain all such records for a period of three (3) years after final payment on this
Agreement or until all audit and litigation matters of which any one or more of Fort Worth have
brought to the attention of Sprocket are resolved, whichever is longer.
14.25 Prohibition on Bovcotting Ener�v Companies. Sprocket acknowledges that in
accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,
R.S., S.B. 13, § 2, Fort Worth is prohibited from entering into a contract for goods or services that
has a value of $100,000 or mare that is to be paid wholly or partly from public funds of Fort Worth
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter
2274 of the Government Code is applicable to this Agreement, by signing this Agreement,
Sprocket certifies that Contractor's signature provides written verification to Fort Worth that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of this Agreement.
25
14.26 Prohibition on Discrimination AEainst Firearm and Ammunition Industries. Sprocket
acknowledges that eXcept as otherwise provided by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, Fort Worth is prohibited from entering into a
contract for goods or services that has a value of $100,000 or mare that is to be paid wholly or
partly from public funds of Fort Worth with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or
firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § L To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Sprocket certifies
that Sprocket's signature provides written verification to Fort Worth that Sprocket: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
14.27 No Bovcott of Israel. If Sprocket has fewer than 10 employees ar the Agreement is for
less than $100,000, this section does not apply. Sprocket acknowledges that in accordance with
Chapter 2270 of the TeXas Government Code, Fort Worth is prohibited from entering into a
contract with a company far goods or services unless the contract contains a written verification
from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum,
Sprocket certifies that Sprocket's signature provides written verification to Fort Worth that
Sprocket: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
(Signatures on following page)
26
In confirmation of their consent and agreement to the terms and conditions contained in
this Agreement and intending to be legally bound hereby, the Parties have executed this Agreement
as of the dates set forth on the following pages.
[Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED
AND AGREED:]
Fort Worth:
B�7: ValcrlcWas�got�ov�0231L27C5T)
.,
Name: Valerie Washin tg on
Title: Assistant City Manager
Sprocket Netw • , Inc.:
By:
Name: William R Gibson
Title: President & CEO
Date:
Nov 10, 2023
Date: 11 /3/2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
�-� ��--
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
Approved as to Form and Legality:
���
By:
Name: Taylor Paris
Title: Assistant City Attorney
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.
,S. %i'O�"�"Pif
By:
S.Trotter (Nov 9, 2023 11:10 CST)
Name: Sallie Trotter
Title: Assistant Director, IT Solutions
City Secretary:
Contract Authorization:
M&C: 23-0925
Approved: 10/31/2023
Form 1295: 2023-1032586
��n�-�ec. /, ..bb_�c--�At
By:
Name: Jannette S. Goodall
Title: City Secretary
27
n
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p�oo�� �,�Ao
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ada4 pEXP?o4•.>
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT A
Map of Sprocket System
The following map is solely for illustrative purposes and is intended to provide a general overview
of the Sprocket System. The actual pathways are subject to change until engineering is conducted
after the contract is signed and initial funding is secured. Certain locations where Sprocket intends
to offer services to the City may be facilitated through partnerships with other dark fiber providers.
Such collaborations may impact the final fiber routing arrangements.
, +nu':,:in
:,
F�J-. �
i�3 � .. �
� �� �
��
EXHIBIT B
28
Project Summary
Sprocket will construct a fiber ring of approximately 290 miles through and around Fort
Worth. Actual build distance will not be determined until final engineering design as well
as further negotiations with potential dark fiber partners.
2. Sprocket will install undetermined number of huts throughout the city housing network
electronics. The huts shall be approximately 150 square feet and be located on land of
approximately 16 feet x 20 feet. These huts will be used to provide fiber broadband
services to homes and businesses via the Sprocket Extended Network.
Design of the Sprocket EXtended Network will not be determined until final engineering
on the Sprocket Network has been performed and negotiations with potential dark fiber
providers has been completed.
29
EXHIBIT C
Initial List of Government Locations
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
100 Pier 1 PI, Fort Worth, TX
New City Hall 76102
Meacham Airport 4201 Meacham Blvd
Meacham Hangar 504 NW 35th St
Spinks Airport 450 Alsbury Court
Code - Animal Control 4900 Martin
Code - Graffiti
Abatement 920 Woodward
Code - Hazel Harvey
Peace 818 Mlssouri
Code - Petsmart
Adoption/Heritage
Trace 2901 Texas Sage Trail
Code - Petsmart
Adoption/Hulen 4800 S Loop 820
PARD - Andrew Doc
Sessions CC 201 S Sylvania Ave
PARD - Bradley Center
CC 2601 Timberline Drive
PARD - Chisholm Trail
CC 4680 McPherson Blvd
PARD - Como CC 4660 Horne St
PARD - Diamond Hill
Jarvis CC 1701 NE 36th St
PARD - Firestation CC 1601 Lipscomb
PARD - Greenbrier CC 5200 Hemphill
PARD -
Handley/Meadowbrook
CC 6201 Beaty
PARD - Highland Hills
CC 1600 Glasgow Rd
PARD - Hillside CC 1201 E Maddox
8201 Calmont Ave, Fort
LVT Rise CC Worth, TX 76116
PARD - McCray CC 4932 Wilbarger
City Hall
Aviation
Aviation
Aviation
Code
32.752939 -97.343512
32.820769 -97.355172
32.808478 -97.356192
32.562772 -97.313017
32.688369 -97.250658
Code 32.760026 -97.342227
Code 32.735793 -97.319554
Code 32.913539 -97.313619
Code 32.684567 -97.396942
Community Centers 32.763825 -97.308575
Community Centers 32.695172 -97.291107
Community Centers 32.606972 -97.401231
Community Centers 32.71499 -97.409175
Community Centers 32.811183 -97.334464
Community Centers 32.726908 -97.333036
Community Centers 32.669593 -97.336757
Community Centers 32.740014 -97.222094
Community Centers 32.663311 -97.300194
Community Centers 32.728142 -97.311978
Community Centers 32.733118 -97.457385
Community Centers 32.698433 -97.249217
30
22 PARD - MLK CC
23 PARD - Northside CC
PARD - North Tri-Ethnic
24 CC
25 PARD - RD Evans CC
26 PARD - Riverside CC
27 PARD - Southside CC
28 PARD - Southwest CC
29 PARD - Sycamore CC
PARD - Thomas Place
30 CC
PARD - Victory Forest
31 CC
PARD - Worth Heights
32 CC
33 911 Communications
34 Fire Arson
35 Fire Bomb Disposal
36 Fire Equipment
37 Fire SCBA
38 Fire Station 01
39 Fire Station 02
40 Fire Station 03
41 Fire Station 04
42 Fire Station 05
43 Fire Station 06
44 Fire Station 07
45 Fire Station 08
46 Fire Station 09
47 Fire Station 10
48 Fire Station 11
49 Fire Station 12
50 Fire Station 13
51 Fire Station 14
52 Fire Station 15
53 Fire Station 16
54 Fire Station 17
5565 Truman Dr
1100 NW 18th
1801 N Harrington
2950 Roosevelt
3242 Lackland Rd
3700 E Belknap
959 E Rosedale
6300 Welch Ave
2525 E Rosedale
4237 Lafayette
3427 Hemphill
3551 New York Ave
3000 W Bolt
715 Texas Street
10300 Jacksboro Hwy, Fort
Worth, TX 76135
2930 W Bolt
400 Grand Ave
120 N Pecan
1000 Cherry Street
4700 Ramey
2954 Old Mansfield Hwy
850 Irma Street
205 University Dr
7601 John T White
1301 W Rosedale
2575 Polaris Dr
3209 Hemphill
1900 Texan Dr
102 NW 22nd St
5333 Lea Crest
2737 Meadowbrook Dr
3100 Azle Ave
5933 Geddes
5151 Hemphill
31
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Community Centers
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
32.724797 -97.234522
32.779183 -97.363269
32.798708
32.726147
32.777333
32.732638
32.652967
32.731328
32.741003
32.699349
32.697567
32.6897
32.748664
32.843263
32.689714
32.773419
32.759372
32.748659
32.720844
32.708039
32.730692
32.757883
32.7662
32.732924
32.826139
32.703564
33.032411
32.784703
32.831286
32.743969
32.803006
32.728058
32.670217
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
Fire Station 18
Fire Station 19
Fire Station 20
Fire Station 21
Fire Station 22
Fire Station 23
Fire Station 24
Fire Station 25
Fire Station 26
Fire Station 27
Fire Station 28
Fire Station 29
Fire Station 30
Fire Station 31
Fire Station 32
Fire Station 33
Fire Station 34
Fire Station 35
Fire Station 36
Fire Station 37
Fire Station 38
Fire Station 39
Fire Station 40
Fire Station 41
79 Fire Station 42
80 Fire Station 44
:
.�
.
..
Fire Station 45
Fire Supply
Fire Tire Shop
CASA Radar
City Hall
City Hall Annex
Courts - Marshal Lake
87 Front
88 Eagle Mountain/DR Site
Enviro Bridge drop off
89 center
1908 Carleton
2605 Carnation
1051 Woodhaven
3501 South Hills Ave
4849 Wilbarger
3201 Portales
3101 Forest Ave
3801 N Main St
6124 S Hulen St
2940 Precinct Line Rd
1224 Everman Pkwy
6400 Westcreek Dr
4416 Southwest Blvd
4209 Longstraw
10201 White Settlement Rd
14650 Statler Blvd
14101 Sendera Ranch Blvd
2250 Alliance Blvd
5045 Columbus Trail
4721 Ray White
13280 Park Vista Blvd
7655 Oakmont Blvd
8510 Spring Street
11400 Willow Springs Rd
450 E. Rendon Crowley Rd.,
76028
4017 Falcon Way W.
1901 Quail Grove Dr, Forth
Worth, TX 76177
2920 W Bolt
2950 W Bolt
5721 Boatclub Road
1000 Throckmorton
908 Monroe
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Fire
Misc
Misc
Misc
7500 Surfside Drive Misc
6801 Bowman Roberts Road Misc
6400 Bridge St.
Misc
32.740992
32.784914
32.764681
32.696047
32.6992
32.727164
32.734006
32.813339
32.658303
32.801678
32.6271
32.650439
32.707508
32.86715
32.7595
32.818647
32.984289
32.982789
32.627847
32.924375
32.971319
32.663211
32.878868
32.936467
32.575531 -97.312338
32.815978 -97.356561
32.906227
32.689642
32.68974
32.838763
32.749142
32.749425
-97.333474
-97.358147
-97.359895
-97.425837
-97.330719
-97.331369
32.81818 -97.453526
32.858406 -97.420444
32.762208 -97.219417
32
.�
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
Enviro Southside drop
off 6260 Old Hemphill Road Misc
ESD - Brennan Service
Center/Auto Pound 2500 Brennan Misc
ESD - Daggett Service
Center 2220 Daggett Misc
Fort Worth Convention
Center 1201 Houston Street Misc
Gordon Swift Bldg 900 Monroe Misc
Guinn School 1150 South Freeway Misc
IT - Telecomm 1515 11th Ave Misc
James Ave Service
Center 5001 James Ave Misc
Public Safety Bldg 1000 Throckmorton Misc
SE Dropoff Center 5150 MLK Freeway Misc
SE Service Center 5000 MLK Freeway Misc
SSSC - Columbus Trail 4100 Columbus Trail Misc
SW Courts 3741 SW Loop 820 Misc
TPW - Archictectural
Services 407 W 13th Misc
Will Rogers Memorial
Center 3401 W Lancaster Misc
Zipper Bldg 275 W 13th Misc
Library - Central 500 W 3rd Library
Library - Diamond Hill
Jarvis (DHJ) 1300 NE 35th Library
Library - East Berry 4300 E Berry Library
Library - East Regional 6301 Bridge St Library
Library - Golden
Triangle 4264 Golden Triangle Blvd Library
Library - La Gran 4200 South Fwy, Suite 1338,
Biblioteca Fort Worth, TX 76115 Library
8829 Mc Cart Ave, Fort
Library - Lincoln Worth, TX 76123 Library
Library - Meadowbrook 2800 Stark Library
Library - Northside 601 Park Library
Library - Northwest 6228 Crystal Lake Library
3851 E Lancaster Ave, Fort
Library - Reby Cary Worth, TX 76103 Library
Library - Ridglea 3628 Bernie Anderson Library
33
32.657169 -97.324197
32.788081 -97.327947
32.742793 -97.350013
32.749656 -97.327297
32.749717 -97.331386
32.732027 -97.321165
32.743881 -97.34539
32.673172 -97.344389
32.750151 -97.330764
32.692431 -97.245517
32.693094 -97.249172
32.628511 -97.380353
32.671658 -97.374758
32.747675 -97.332335
32.746156 -97.366881
32.747567 -97.330761
32.754044 -97.335097
32.808869 -97.339028
32.713217 -97.25945
32.761125 -97.223725
32.930698 -97.292175
32.687008 -97.325305
32.613782 -97.370677
32.739378 -97.232797
32.780525 -97.356183
32.851817 -97.402281
32.741278 -97.26785
32.724521 -97.419164
118 Library - Riverside 2913 Yucca Library 32.781256 -97.303725
119 Library - Seminary 501 E Bolt Library 32.688819 -97.322664
120 Library - Shamblee 1062 Evans Library 32.733021 -97.318755
121 Library - Summerglen 4205 Basswood Library 32.873872 -97.292606
122 Library - SW Regional 4001 Library Lane Library 32.688918 -97.394242
123 Library - Wedgwood 3816 Kimberly Library 32.670269 -97.374942
PARD - Admin, La Gran
124 Plaza 4200 South Freeway Parks and Rec Dept 32.685586 -97.324294
PARD - Brennan Service
125 Center 1700 Brennan Parks and Rec Dept 32.789581 -97.334223
PARD - East District
126 Service Center 2300 Avenue H Parks and Rec Dept 32.728083 -97.293728
127 PARD - Forest Park Pool 2850 Park Place Parks and Rec Dept 32.719883 -97.352922
128 PARD - Forestry 2525 Joe B Rushing Blvd Parks and Rec Dept 32.675458 -97.293447
129 PARD - Haws Athletics 600 Congress St Parks and Rec Dept 32.760056 -97.341506
PARD - Log Cabin
130 Village 2100 Log Cabin Lane Parks and Rec Dept 32.720169 -97.361781
PARD - Marine Creek
131 Pool 303 SW 20th St Parks and Rec Dept 32.780644 -97.350147
PARD - McCleland 1600 W Seminary Dr, Fort
132 Tennis Center Worth, TX 76115 Parks and Rec Dept 32.68606 -97.341529
PARD - Meadowbrook
133 Golf 1815 Jensen Parks and Rec Dept 32.751156 -97.242181
PARD - Meadowbrook
134 Golf Maintenance 1815 Jensen Road Parks and Rec Dept 32.750219 -97.239361
PARD - Nature Center
135 Gate 4400 Buffalo Road Parks and Rec Dept 32.829875 -97.479583
PARD - Nature Center
136 Hardwick 9601 Fossil Ridge Rd Parks and Rec Dept 32.847346 -97.475922
PARD - Nature Center
137 Refuge 4600 Broadview Parks and Rec Dept 32.833548 -97.473796
PARD - North Animal 351 Hillshire Dr
138 Control Services Haslet, TX 76052 Parks and Rec Dept 32.928219 -97.354395
PARD - North Service 301 Hillshire Dr, Haslet, TX
139 Center 76052 Parks and Rec Dept 32.92771 -97.355583
140 PARD - Northwest NRD 920 Roberts Cut-Off Rd Parks and Rec Dept 32.774761 -97.399486
PARD - Pecan Valley
141 Golf 6400 Pecan Valley Dr Parks and Rec Dept 32.659767 -97.449241
PARD - Pecan Valley
142 Maintenance 6400 Pecan Valley Dr Parks and Rec Dept 32.661242 -97.446222
34
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
PARD - Rockwood Golf 1851 Jacksboro Hwy Parks and Rec Dept 32.774644 -97.368743
PARD - Rockwood
Maintenance 1851 Jacksboro Hwy Parks and Rec Dept 32.774305 -97.370639
PARD - South Service
Center 5201 James Ave Parks and Rec Dept
PARD - Sycamore Golf 401 MLK Freeway Parks and Rec Dept
PARD - Sycamore Golf
Maintenance 615 Sycamore Road Parks and Rec Dept 32.737778 -97.297239
PARD - West
District/Zboaz 7151 Calmont Parks and Rec Dept
PD - American Airlines 1 Skyview Dr, Fort Worth,
SF TX 76155 Police
2929 W 5th St, Fort Worth,
PD - 7th Bike SF TX 76107 Police
PD - Bob Bolen Training
Center 509 W Felix Police
3600 Benbrook Blvd, Fort
PD - CACU Worth, TX 76116 Police
1000 Calvert St, Fort Worth,
PD - Calvert TX 76107 Police
PD - Central Division 501 Jones Police
PD - COMO Storefront 5335 Bonnell Ave Police
PD - Crime Lab 3616 E Lancaster Police
PD - East Division 5650 E Lancaster Police
PD - Heliport 310 Gulfstream Police
PD - Horsebarn 1901 N Las Vegas Trail Police
PD - Jail 350 W Belknap Police
3900 Barnett Street, Fort
PD - KXAS/SOD Worth, TX Police
PD - North Division 8755 N Riverside Dr Police
PD - Northwest Division 2500 N Houston Police
PD - NPD 10 5320 Trail Lake Dr Police
PD - NPD 2 1289 Hemphill Police
PD - NPD 3 4651 N Main Police
PD - NPD 4 7451 N Beach St Police
PD - NPO Lancaster 1509 E Lancaster Police
1100 Hemphill St, Fort
PD - One Safe Place Worth, TX 76104 Police
PD - South Division 3128 W Bolt Police
32.66957 -97.341464
32.740606 -97.300363
32.730381 -97.439428
32.824647 -97.065887
32.752814 -97.359843
32.674842 -97.327644
32.719284 -97.443291
32.761183 -97.342914
32.755336 -97.328381
32.723389 -97.402283
32.740336 -97.271325
32.7374 -97.233761
32.813697 -97.353675
32.782956 -97.488703
32.756954 -97.335675
32.750251 -97.265071
32.899729 -97.307855
32.790221 -97.351088
32.670889 -97.384844
32.730919 -97.331303
32.828278 -97.357889
32.874917 -97.290433
32.746344 -97.312811
32.732329 -97.332486
32.689591 -97.361845
35
PD - South Division 3501 W Risinger Rd, Fort
171 Patrol Worth, TX 76123 Police
PD - South Division 5300 Sun Valley Dr, Fort
172 Storefront Worth, TX 76119 Police
2900 W Berry St, Fort
173 PD - TCU Storefront Worth, TX 76109 Police
174 PD - Traffic/NPD6 1100 Nashville Ave, 76105 Police
175 PD - Weiler Store Front 2219 Weiler Police
176 PD - West Division 3525 Marquita Police
PD - Woodhaven Store
177 Front 1258 Woodhaven Police
1519 11th Ave
FCC #:1046944
MSL: 922
AGL: 350
178 Holly Tower being torn down
3900 Barnett St
FCC #: 1048126
MSL ft: 1115
179 Tower - Barnett/KXAS AGL ft: 499
3000 W Bolt
FCC #: 1046943
MSL ft: 904
180 Bolt Tower AGL ft: 200
6401 Bridge St
FCC #: 1046939
MSL ft: 935
181 Tower - Bridge AGL ft: 250
1021 Chapin Road
FCC #: 310091
MSL ft: 801
182 Tower - Westland 6 AGL ft: 190
11149 Trinity Blvd
FCC #: 1026540
MSL ft: 1020
183 Tower - Bergh 2 AGL ft: 498
Tower
Tower
Tower
Tower
Tower
Tower
32.614777 -97.372063
32.678801 -97.242258
32.706455 -97.358596
32.732772 -97.284907
32.746728 -97.232631
32.720053 -97.443222
32.762217 -97.241614
32.744497 -97.344597
32.750106 -97.265175
32.689927 -97.361062
32.764031 -97.220172
32.73157 -97.507086
32.808228 -97.130717
36
184
185
186
187
::
189
190
191
192
193
194
195
196
197
198
199
200
201
202
2521 Hwy 114
FCC #: 1039914
MSL ft: 987
Tower - Roanoke AGL ft: 318
4705 Ray White Road
FCC #: 1046940
MSL ft: 1033
Tower - North Beach AGL ft: 250
2500 SE Loop 820
FCC #: 1275399
MSL ft: 1180
Tower - Rolling Hills AGL ft: 500
801 Cherry St
FCC #: NA (building
structure)
MSL ft: 1196
Tower - Burnett AGL ft: 561
6869 Bowman Roberts Road
FCC #: 1249488
MSL ft: 1049
Tower - Eagle Mountain AGL ft: 224
4100 Columbus Trail
FCC #: 1046942
Tower - SSSC-Columbus MSL ft: 1047
Trail AGL ft: 200
Water Chlorine Bldg
Water Como Tank
Water Eagle Mountain 6869 Bowman Roberts
Water Eagle Mountain
pump
Water Field Ops
Water IT 920 Fourier
Water Lake Worth
Office
Water McCart
pump/tank
Water North Holly
Water Northside pump
Water pump house
Water Ridglea Tower
Water Rolling Hills 2500 SE Loop 820
37
Tower
Tower
Tower
Tower
Tower
Tower
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
33.029 -97.301161
32.924633 -97.284406
32.662344 -97.293842
32.750333 -97.334578
32.858368 -97.420202
32.629306 -97.380313
32.743862 -97.346947
32.720066 -97.412717
32.859942 -97.418708
32.86842 -97.484953
32.742821 -97.346868
32.7481 -97.344533
32.794839 -97.446633
32.613169 -97.371499
32.748738 -97.344705
32.794377 -97.370472
32.745057 -97.346854
32.734508 -97.430417
32.662597 -97.2901
Water Russon pump
203 station Water 32.67201 -97.376865
204 Water SCADA Water 32.745525 -97.344454
Water Seminary Hill
205 Tank
206 Water South Holly
207 Water Sycamore pump
208 Water Tank
209 Water tank
210 Water tank
211 Water tank
212 Water tank
213 Water tank
Water
214 tank/tower/pump
215 Water tower
216 Water tower
217 Water tower
218 Water tower
219 Water tower
220 Water tower
221 Water tower
222 Water Village Creek
Water Westland
223 treatment
4500 Wilma Lane
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
Water
32.68121
32.743333
32.734748
32.652291
32.693269
32.577745
32.925961
32.828237
32.92442
32.805093
32.600448
32.641124
32.968592
32.759988
32.716224
32.763807
32.755094
32.775028
32.743559 -97.530701
Water Westside Pump
224 Station Water 32.746113 -97.37277
515 Houston St, Fort Worth,
Sprocket DC TX 76102 Sprocket 32.753811 -97.331453
Sprocket will install one Drop for each of the locations listed above, and Sprocket will terminate
the fiber connection for each location at a fiber patch panel within a telecommunications room
designated by a designated manager for each government institution location.
Sprocket will install Drops at no cost to Forth Worth if there is an existing pathway (that is, a right
of access allowing Sprocket to install the Drop and available conduit far the Drop cabling) already
available at no cost to Sprocket from the public right of way where the Dark Fiber is located to the
connection point located within the Government Location building.
For buildings without entry pathways and/or in-building pathways to the demarcation room, Fort
Worth will arrange to have these pathways complete at least two weeks priar to the Sprocket
proposed installation date.
m
EXHIBIT D
Dark Fiber
Customer Service Standards (SLA)
Sprocket shall provide the following basic Maintenance Services.
o Basic Maintenance Services shall be performed in accardance with Sprocket's
standards for such services and shall include the following:
■ Periodic visual inspections and patrolling of System Route Segments
including Lease Routes;
■ Cable locates as required by law or the applicable call-befare-you-dig
program;
■ Maintaining sign posts or marker posts as authorized by the Right-of-Way
(ROW) owner along the ROW affecting the System. Signposts shall
include the phone number of the Texas 811 program and Sprocket's "800"
phone number;
■ Sprocket shall participate in the Texas 811 program
■ Sprocket shall operate or subcontract and maintain a Network Operations
Center (NOC) staffed by trained and qualified personnel available for
dispatch twenty-four (24) hours a day, seven (7) days a week.
■ Sprocket shall repair the Leased Dark Fibers and related facilities at its cost
resulting from a cable cut or damage thereto caused by Sprocket or
Sprocket's agents, employees or contractors.
o Dark Fiber SLA- A total or partial cable cut or a performance impingement occurs
when the Fort Worth Dark Fibers do not transport Internet Protocol traffic at the
speeds expected by the equipment Fort Worth uses to provision services over the
Fort Worth Dark Fibers.
■ In the event of a performance impingement, the Party with knowledge
of such cable cut shall notify the other Party of the cable cut and shall,
to the best of its ability, include in such notification, the time of the cable
cut and available location information.
■ Sprocket will use commercially reasonable efforts to arrive at the Cable
restoration site within two (2) hours after the location of the cable cut or
impingement has been identified. Sprocket will use commercially
reasonable efforts to restore the Fort Worth Dark Fibers within four (4)
hours after such identification. Service-carrying ("lit") fibers will
receive first priority, and priority among those lit fibers will be
determined on a rotating basis to provide fair and equitable restoration
priority to all interest holders. Fiber restoration will continue without
interruption until alllit fibers are restored. Exceptions to this response
39
and restoration time are Force Majeure Events as described in the
Agreement, which would include floods, chemical spills, fires, bridge
collapse, riots, as well as other circumstances that prevent safe access
and working conditions at the damage area or require a cable reel to be
installed and spliced (total section replacement) to restare service.
The Parties agree to mutually support each other during restoration
activities. Sprocket will notify Fort Worth when each fiber has been
repaired, and then Fort Worth will verify that continuity exists from end-
to-end for each fiber restored.
To accomplish this cable restoration, it is acknowledged that the
repairs so affected may be temporary in nature. In such event, as soon
as commercially reasonable, Sprocket shall commence its planning for
permanent repair, and thereafter promptly shall notify Fort Worth of
such plans. If Sprocket informs Fort Worth that the temporary fiber
repair cannot be made permanent coincident with the original cable cut
or fiber damage, then the schedule for the permanent repair shall be
mutually agreed upon by both parties, provided however, in any case,
a permanent repair scheduled by Sprocket must not be unreasonably
denied or delayed by Fort Worth
■ All Leased Dark Fiber Services must adhere to the following Service
Level Agreement (SLA) terms:
Provided that Sprocket has had continuous and uninterrupted access to the site where it
needs access to the fibers requiring repair, and subject to Force Majeure Events, Service
credits for missing this SLA will accumulate as follows
Credit is the following
percentage of monthly
Length of Service Outage fiber maintenance fee
(1/12 of annual
maintenance Fee)
Less than or equal to 4 hours No Credit
Greater than four and less than eight hours 10%
Greater than eight and less than 12 hours 15%
Greater than 12 and less than 16 hours 20%
Greater than 16 and less than 24 hours 35%
Greater than 24 hours 50%
40
EXHIBIT E
Scheduled and Un-Scheduled Maintenance Specifications
A. Scheduled Maintenance shall include the followin� activities:
(1) Patrol of Sprocket System route on a reasonable routine basis;
(2) Maintenance of a"Texas 811" program and all required and related cable locates;
(3) Maintenance and repair of signposts, interconnect cabinets and huts, regeneration
facilities, and handholes (including handhole covers) along public rights-of-way;
(4) Assignment of fiber maintenance employees ar subcontractars to locations occupied
by the Dark Fiber at intervals dependent upon terrain, accessibility, locate ticket
volume, etc.
(5) In the event that any Person is engaged in construction activities or otherwise
conducting excavation within five (5) feet of any element of Sprocket System, Sprocket
shall have qualified technicians on-site to monitar such activities; if any technician has
reason to believe that such construction ar excavation activity has damaged ar will
likely damage the Sprocket System, the technician will immediately report to Fort
Worth describing the damage or risk of damage.
B. Unscheduled Maintenance shall include the following activities:
(1) "Emergency Unscheduled Maintenance" in response to: alarm identification received
from Sprocket's Communications Management Center ("CMC'); notification received
from Fort Worth, or notification from any Person concerning an actual or potential
failure, interruption or impairment of the operation of the Sprocket System, or actual
or constructive knowledge of any event that is imminently likely to cause the failure,
interruption or impairment in the operation of the Sprocket System;
(2) "Non-Emergency Unscheduled Maintenance" in response to any event, condition or
situation that is affecting or likely to affect operation of the Sprocket System. Promptly
upon becoming aware of any such event, condition or situation, Fort Worth shall
immediately report the same to Sprocket, whereupon Sprocket will log the time of the
report, verify the problem and dispatch personnel immediately to take corrective action;
(3) O�erations Center. Sprocket shall operate and maintain a Communications
Management Center ("CMC") capable of receiving Sprocket System alarms twenty-
four (24) hours a day, seven (7) days a week. Sprocket's maintenance employees or
subcontractors will be qualified technicians and will be available for dispatch twenty-
four (24} hours a day, seven (7) days a week. With respect to any event or condition
requiring Emergency Unscheduled Maintenance, a Sprocket technician will be on-site
41
within four (4) hours after the time Sprocket becomes aware of the event or condition,
unless delayed by circumstances beyond Sprocket"s reasonable control. Sprocket shall
maintain a toll-free telephone number to contact personnel at the CMC. Sprocket
personnel shall dispatch maintenance and repair personnel to handle and repair
problems detected in the Sprocket System;
(4) Cooperation and coordination.
Fort Worth shall utilize an Escalation List, as updated from time to time, to report and
seek immediate action on exceptions noted in the performance of Sprocket in meeting
maintenance service objectives.
Fort Worth will, as necessary, arrange for Sprocket technicians to have escorted access
to the Government Locations listed in Exhibit C, subject to applicable contractual,
underlying real property and other third-party limitations and restrictions.
(5) In performing the Maintenance Services as described herein, Sprocket will use
workmanlike care to prevent any impairment of the Sprocket System and its operations.
Sprocket shall reasonably cooperate with Fort Worth in sharing information and
analyzing any disturbances, events and conditions that affect the Sprocket System,
including the Dark Fiber. If any Scheduled or Unscheduled Maintenance hereunder
requires a traffic reconfiguration involving the Dark Fiber, electronic equipment, or
regeneration ar other facilities belonging to or administered by Fort Worth, Fort Worth
shall, at Sprocket's reasonable request, make such personnel Fort Worth as may be
necessary in order to accomplish such maintenance, which personnel shall coordinate
and cooperate with Sprocket in performing such maintenance as required;
(� Sprocket shall notify Fort Worth not less than fourteen (14) days prior to the date of
any Maintenance Window of any Scheduled Maintenance and as soon as possible after
becoming aware of the need for Unscheduled Maintenance. Fort Worth shall have the
right to have a representative present during the performance of any Scheduled
Maintenance or Unscheduled Maintenance so long as this requirement does not
interfere witb Sprocket's ability to perform its obligations under this Agreement.
C. Facilities
(1) Sprocket shall maintain and repair the Sprocket System and all of its components
including, without limitation, the Dark Fiber and the Drops in a good and workman like
manner according to prevailing industry standards, in order that the Sprocket System
may function smoothly and efficiently in the provision of Services as described in this
Agreement.
(2) Except as otherwise expressly provided in the Agreement, Fort Worth will be solely
responsible for providing and paying for any and all maintenance of all electronic,
optronic and other equipment, materials and facilities used by Fort Worth in connection
42
with the operation of their Dark Fibers, none of which is included in the maintenance
services to be provided hereunder.
D. Dark Fiber
(1) Sprocket shall monitor, maintain utilize appropriate testing of the Dark Fiber in
accordance with Sprocket's then-current preventative maintenance procedures as set
forth in this Exhibit E, and at no time may Sprocket's maintenance or testing procedures
fall below prevailing industry best practices;
(2) Sprocket shall maintain sufficient capability to teleconference with Fort Worth during
any Unscheduled Maintenance activities for the purpose of keeping Fort Worth well
informed as to the progress of such activities. With respect to any Unscheduled
Maintenance activity, Sprocket technicians will be on-site within four (4) hours after
Sprocket is made aware of the need for Unscheduled Maintenance, and Sprocket will
repair any damaged fiber within eight (8) hours after the technicians' arrival at the site,
provided that Fort Worth understand and agree that any repairs so effected may be
temporary in nature. If any repair solution is temporary in nature, Sprocket will
immediately commence planning for permanent repair and will promptly notify the
affected Fort Worth concerning Sprocket's plan for permanent repair.
(3) If an event, condition or situation that requires Unscheduled Maintenance, Sprocket
will, promptly upon arriving on the site, formulate a plan to restore the Sprocket System
and shall begin restoration efforts. Sprocket shall splice fibers tube by tube ar ribbon
by ribbon in a logical order with consideration to alllit fibers within the system.
(4) In performing permanent repairs, including the repair of micro-bends and splice wark,
Sprocket shall comply with the splicing specifications as set forth in Exhibit H and
shall take all reasonable steps to ensure that attenuation across the zone of repair
satisfies the specifications in Exhibit H. Sprocket shall provide to Fort Worth any
modifications to these specifications as may be necessary or appropriate in any
particular instance for Fort Worth' approval, which approval shall not be unreasonably
withheld.
(5) Sprocket's representatives that are responsible for initial restoration of a cut fiber optic
Cable shall carry on their vehicles the typical appropriate equipment that would enable
a temporary splice, with the objective of restoring operating capability in as little time
as possible. Sprocket shall maintain and supply an inventory of spare fiber optic cable
in storage facilities supplied and maintained by Sprocket at strategic locations to
facilitate timely restaration.
43
EXHIBIT F
Services and Initial Rates
For Residential (Download / Upload in Megabits Per Second)
Monthly Rates not to exceed in 2023:
Service
Fiber 100*
Fiber 300
Fiber 500
Fiber 1000
Fiber 2000
Fiber 5000
Fiber 8000
Upstream
100
300
500
1000
2000
5000
8000
Downstream
100
300
500
1000
2000
5000
8000
Retail Price
$ 30.00
$ 50.00
$ 60.00
$ 75.00
$ 100.00
$ 150.00
$ 195.00
Note: Prices will fluctuate over time, prices cannot be
guaranteed beyond 2023. Sprocket intends to be priced at least
$5 below any comparable service available in the City of Fort
Worth. Sprocket also runs new customer promotions regularly
which may include free installation, free months of service,
service credits and so on.
* 100Mbps/100Mbps plan for qualifying low-income subscribers
who participate in the FCC Affordable Connectivity Program is
$30/Month all-inclusive or the maximum amount paid by the FCC
under the Affordable Connectivity Program.
44
EXHIBIT G
Construction Schedule
Construction Schedule cannot be provided until final engineering and dark fiber
negotiations have been completed. Final engineering and dark fiber negotiations can not be
completed until signing and funding of this agreement.
45
EXHIBIT H
Dark Fiber Specifications and Testing
Dark Fiber S�ecifications
All Dark Fiber must meet the following specifications:
a. The maximum bi-directional average splice loss shall not exceed 0.15 dB.
b. All splices shall be sealed in water-proof splice enclosures.
c. Attenuation at 1310 nm= 0.4 dB/km max
d. Attenuation at 1550 nm= 0.3 dB/km max
e. Connector loss shall not exceed O.SdB per connectar
£ Fiber will meet ar exceed Coming Single Mode Fiber SMF-28 Specifications
g. Event Reflectivity (Minimum ORL) should not exceed 27 dB
Dark Fiber Testin�
Sprocket will test the Dark Fiber to ensure that it meets each of the specifications enumerated
above. Testing will be conducted accarding to the following parameters:
✓ Non-destructive Attenuation Tests (end-to-end)
✓ Optical Time Domain Reflectometer Tests (OTDR)
✓ All fibers shall be tested bi-directionally at 1310 nm or 1550 nm, as applicable, with an
OTDR
✓ Subsequent traces shall be inspected for end-to end continuity and for uniform
attenuation. These traces will be attached to an email or contained on a removable
storage drive
✓ Optical Length: the OTDR will be used to determine the end-to-end optical length of
the fiber
✓ Splice Loss: splice loss will be measured bi-directionally with an OTDR using the
Splice Loss average method
✓ End-to-End Loss: Using a light source and a power meter, the bi-directional, connector-
to-connector attenuation will be measured for each fiber at 1310 nm and 1550 nm, as
46
applicable. The acceptance average attenuation per kilometer on a per span basis shall
be the attenuation set forth in this Agreement
✓ The end-to-end value as measured by an industry-accepted laser source and power
meter should have an attenuation rating of less than or equal to the following;
✓(1) At 1310 nm: (0.37 dB/km x km of Cable) +(number of connectors x 0.50)
+ (number of splices x 0.10)
✓(2) At 1550 nm: (0.3 dB/km x km of Cable)+ (number of connectars x 0.50) +
(number of splices x 0.10)
✓ Sprocket' loss/attenuation objective for each fiber optic splice is 0.10 dB (with a 0:15
upper limit) when measured in one direction with an OTDR test set (eXcluding
connector loss, which is typically 0.50 dB per connector)
✓(3) Out-of-Spec Testing. Test results outside the specifications listed above shall be
noted but shall not preclude acceptance of a fiber if the out-of-spec condition does not
affect transmission capability (based on use of then-prevailing telecommunications
industry standards applicable to equipment generally used with the relevant type of
fiber) or create a significant possibility of an outage.
47
EXHIBIT I
Payment Schedule
Payments
Project Planning Constr. IRU Calendar Advanced IRU *M&0 Total
1 1 2023 $ 4,500,000 $ 4,500,000
2 1 2024-2025 $ 3,000,000 $ 3,000,000
3 2 2025 $ 1,200,000 $ 44,805 $ 1,244,805
4 3 2026 $ 2,400,000 $ 89,610 $ 2,489,610
5 1 2027 $ 3,625,000 $ 134,415 $ 3,759,415
6 2 2028 $ 3,625,000 $ 134,415 $ 3,759,415
7 3 2029 $ 3,625,000 $ 134,415 $ 3,759,415
8 4 2030 $ 3,625,000 $ 134,415 $ 3,759,415
9 5 2031 $ 3,625,000 $ 138,447 $ 3,763,447
10 6 2032 $ 3,625,000 $ 142,601 $ 3,767,601
11 7 2033 $ 3,625,000 $ 146,879 $ 3,771,879
12 8 2034 $ 3,625,000 $ 151,285 $ 3,776,285
13 9 2035 $ 3,625,000 $ 155,824 $ 3,780,824
14 10 2036 $ 3,625,000 $ 160,499 $ 3,785,499
15 11 2037 $ 3,625,000 $ 165,313 $ 3,790,313
16 12 2038 $ 3,625,000 $ 170,273 $ 3,795,273
17 13 2039 $ 3,625,000 $ 175,381 $ 3,800,381
18 14 2040 $ 3,625,000 $ 180,643 $ 3,805,643
19 15 2041 $ 3,625,000 $ 186,062 $ 3,811,062
20 16 2042 $ 3,625,000 $ 191,644 $ 3,816,644
21 17 2043 $ 3,625,000 $ 197,393 $ 3,822,393
22 18 2044 $ 3,625,000 $ 203,315 $ 3,828,315
23 19 2045 $ 3,625,000 $ 209,414 $ 3,834,414
24 20 2046 $ 3,625,000 $ 215,697 $ 3,840,697
25 21 2047 $ 3,625,000 $ 222,168 $ 3,847,168
26 22 2048 $ 3,625,000 $ 228,833 $ 3,853,833
27 23 2049 $ 3,625,000 $ 235,698 $ 3,860,698
28 24 2050 $ 3,625,000 $ 242,768 $ 3,867,768
29 25 2051 $ 3,625,000 $ 250,051 $ 3,875,051
m
30
31
32
33
34
26
27
28
29
30
2052
2053
2054
2055
2056
Total
$ 3,625,000 $ 257,553 $ 3,882,553
$ 3,625,000 $ 265,280 $ 3,890,280
$ 3,625,000 $ 273,238 $ 3,898,238
$ 3,625,000 $ 281,435 $ 3,906,435
$ 3,625,000 $ 289,878 $ 3,914,878
$ 7,500,000 $ 112,350,000 $ 6,009,645 $ 125,859,645
• The schedule of IRU payments is based a construction schedule that activates dark fiber
connections to City facilities over a 5-year build period. The parties agree to adjust this schedule
as needed based on current construction timelines.
• Estimated Operations & Maintenance costs only; actual amounts will be based on an initial
Network mileage of 298.7 miles, and any increase in Network mileage will result in a pro rata
increase in annual Operations and Maintenance charges; in addition, there will be an annual
adjustment based on any increase in the CPI Index beginning in the fifth year of the IRU / Fiber
Lease.
49
EXHIBIT J
Ash Crescent Area Map
Target Area Maps
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55
M&C Review
A CITY COUNCIL AGEND
Create New From This M&C
DATE: 10/31/2023 REFERENCE
N O.:
M&C 23-0925 LOG NAME:
CODE: P TYPE: NON- PUBLIC
CONSENT HEARING:
Page 1 of 5
Official site of the City of Fort Worth, Texas
FO RT �'�'D RT H
-��-
13P RFP 22-0146
BROADBAND
ENHANCEMENTS CH CITY
NO
SUBJECT: (ALL) Authorize Execution of Agreement with Sprocket Networks, Inc. for Broadband
Infrastructure Providing a Fiber Backbone for Network Connectivity in an Amount Up to
$7,500,000.00 for an Initial 34 Year Term, Authorize Annual Operational Expenditures in
an Amount Up to $3,625,000.00 per Year for the Term of the Agreement; Authorize Two
Ten-Year Renewal Options in the Amount of $5,000.00 Each; Approve Allocation of
American Rescue Plan Act State and Local Fiscal Recovery Funds in the Amount of
$4,500,000.00 in Support of the City of Fort Worth Broadband Initiative, Approve the
Acceptance of $3,000,000.00 in Federal Surface Transportation Block Grant Funds from
North Central Texas Council of Governments for Eastside Arterial Broadband
Improvements for the Information Technology Solutions Department, and Adopt
Appropriation Ordinances
RECOMMENDATION:
It is recommended that the City Council:
Authorize execution of an agreement with Sprocket Networks, Inc. for broadband infrastructure providing a fiber
backbone for network connectivity in an amount up to $7,500,000.00 for an initial 34-year term and two ten-
year renewal options with the one-time extension fee payment in the amount of $5,000.00 for each renewal;
Authorize annual operational expenses in an amount up to $3,625,000.00 for the term of the agreement;
Approve the allocation of $4,500,000.00 from the American Rescue Plan Act, Subtitle M(Coronavirus State and
Local Fiscal Recovery Funds) for the purpose of transferring to the Grants Cap Projects Federal Fund for the
FY23 Broadband project (City Project No. 104934);
Approve the acceptance of $3,000,000.00 in federal Surface Transportation Block Grant funds from North
Central Texas Council of Governments for Eastside Arterial Broadband improvements;
Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Cap
Projects Federal Fund, transferred from the Grants Operating Federal Fund, in the amount of $4,500,000.00, for
the purpose of funding the FY23 Broadband project (City Project No. 104934);
Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants
Capital Project Other Fund in the amount of $3,000,000.00, subject to the receipt of the grant, for the purpose
of funding the FY23 Broadband project (City Project No. 104934).
DISCUSSION:
The Information and Technology Solutions Department (ITS) approached the Purchasing Division to finalize an agreement
to construct broadband infrastructure with a qualified service provider that will design, build, test, repair, and operate a
fiber network that will meet the needs of government, residential, and business subscribers.
Purchasing issued a Request for Proposal (RFP) No. 22-0146 that consisted of detailed specifications describing the
City's desires for broadband infrastructure. The proposal was advertised in the Fort Worth Star-Telegram on May 11,
2022, May 18, 2022, and May 25, 2022. The City received six (6) responses.
The proposals were evaluated using the best value method with specific criteria listed below. An evaluation panel
consisting of representatives from the Information Technology Solutions Department, City Manager's Office, and the
Diversity and Inclusion Department. The City also partnered with Mighty River, LLC, who assisted the City with
the preparation of the RFP and review and scoring of the submittals. Prior to the final scores, the top 3 companies were
invited for interviews. The individual scores were then averaged for each of the criteria and the final scores are listed in the
table below. Sprocket Networks, Inc. was the highest-scoring company; therefore, staff recommends awarding the
agreement to Sprocket Networks, Inc.
No guarantee was made that a specific amount of services would be purchased.
Bidders Evaluation Criteria
a b c d�e Total Score
Sprocket Networks, Inc �� 23.0 � 18.0 � 17.2 � 9.O I� 23.00 �I 90.20
http://apps.cfwnet.org/council�acket/mc review.asp?ID=31551&councildate=l0/31/2023 11/9/2023
M&C Review
Zayo 20.0 15.6 15.6 8.2 19.0 78.40
AT&T 22.0 10.8 16.8 8.0 15.5 73.10
Best Value Criteria:
a. Approach to manage and implement Broadband Enhancements.
b. Meeting Government private Wide Area Network (WAN) needs
c. Digital Equity
d. Expansion
e. Accountability
This Mayor and Council Communication (M&C) is to authorize execution of an agreement with Sprocket Networks, Inc. for
broadband infrastructure to provide a fiber backbone for network connectivity. With the Agreement, Sprocket will construct,
install, operate, maintain, repair, and upgrade, as needed, the "Sprocket Fiber Network." The Sprocket Fiber Network
means Sprocket's approximately 300-mile high-speed broadband network consisting of a Fiber Optic Ring, Dark Fiber,
Drops, and associated property, connecting to locations designated by the City. With the Sprocket Fiber Network,
Sprocket will offer high speed broadband Internet access service and other services to residents and businesses in
designated underinvested areas within the City's corporate limits. Additionally, the City will obtain from Sprocket an
indefeasible right to use ("IRU") 24 optical fiber strands of dark fiber within the Sprocket Fiber Network. After obtaining a
50\% residential and business subscription rate for last mile broadband service in the designated underinvested areas, the
City will receive a franchise fee equal to three percent (3\%) of the gross revenues collected by Sprocket, as defined by
the Agreement. The City will pay Sprocket $7,500,000.00 in consideration of Sprocket's granting the City the IRU the dark
fiber strands and to pay for a portion of the cost of design, planning, and construction (the "IRU Fee"). The IRU Fee will be
made in two payments. $4,500,000.00, in allocated ARPA funding as discussed below, will be paid not later than 30
business days after receiving an invoice from Sprocket once the Agreement is executed, and $3,000,000.00 will be paid
within 30 business days after receipt of grant funds from the North Central Texas Council of Governments, as discussed
below. In addition to the IRU Fee, the City will pay Sprocket annual payments for the IRU and maintenance and operations
fees in accordance with the terms of the Agreement.
Upon City Council approval, this M&C will also authorize the use of up to $4,500,000.00 of American Rescue Plan Act
(ARPA) Subtitle M(Coronavirus State and Local Fiscal Recovery Funds) funding to increase the resiliency, capabilities,
and delivery efficiency of City of Fort Worth (City) technology services as those items relate to infrastructure and
broadband initiatives. The identified ITS capital project has been determined to be a qualified priority by City Management
for ARPA funding as approved.
This M&C will also authorize the acceptance of the $3,000,000.00 designated for Arterial Broadband improvements in the
form of Transportation Development Credits available in FY24 from the North Texas Council of Governments
(NCTCOG) at the completion of the approval process for the Federal Surface Transportation Block Grant funds to be
allocated. Federal authorization comes through the Federal Project Authorization and Agreement process. NCTOG is
working in parallel with the federal authorization timeline to execute an advanced funding agreement with the Texas
Department of Transportation (TxDOT); however, the advanced funding agreement is subject to approval by the NCTCOG
Executive Board.
Allocation of ARPA Subtitle M Fundinq
Page 2 of 5
ARPA Section 603(c)(1)(D) of Title VI of the Social Security Act, added by ARPA) provides funding for necessary
investments in broadband infrastructure. Upon approval by Council, the requested funds will be allocated to the FY23
Broadband project (City Project No. 104934). ARPA funds must be committed by December 31, 2024 and spent by
December 31, 2026. Approval of this M&C will allocate $4,500,000.00 for Fiscal Year 2023 in the American Rescue Plan
Act project in the Grants Operating Federal Fund budget for transfer to the Grants Cap Projects Federal Fund for the FY23
Broadband project. Necessary reporting and documentation requirements will be followed to ensure the City can comply
with all reporting requirements of the ARPA legislation.
The following chart reflects the current status for allocation of the City's ARPA funding under Subtitle M and incorporates
each ARPA M&C on the October 17, 2023 Council Agenda:
M&Cs
Total CFW ARPA Subtitle
M Funding
$173,745,090
�►�iQi � � Z:3►�iy�il_1�1�:7[�7_1��:7�Y�1�1�
Allocations Approved To-
Date
$6,000,
21-0794 25ARPA-VFW-
Allocations Approved To- I $1,000,00O.00I 21-0805 13ARPA-ADMINISTRATION
Date
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M&C Review
Page 3 of 5
Allocations Approved To- I $4,245,533.42I 21-0810 17ARPA ALLOCATIONS EVANS & ROSEDALE
Date REDEVELOPMENT
Allocations Approved To- $2,400,000.00 21-0811 17ARPA ALLOCATIONS UNTHSC TECHSTARS
Date
Allocations Approved To- �10,100,000.00 21-0814 19ARPA ALLOCATIONS TO HOUSING AND HUMAN
Date SERVICES PROJECTS
Allocations Approved To- �3,000,000.00 21-0809 19ARPA ALLOCATION CDFI FRIENDLY AMERIC
Date
Allocations Approved To- $300,000.00 21-0820 25ARPA-WRMC MURAL PLAQUES
Date
Allocations Approved To- �6,400,000.00 21-0935 21ARPA-PEG FUNDING-FUTURE CITY HALL
Date
Allocations Approved To- �g,000,000.00 21-0908 23ARPA-VACCINATIONS AND TESTING
Date
Allocations Approved To- $4,560,000.00 21-0913 25ARPA-PED\ CAPITAL\ RESTORE
Date — —
Allocations Approved To- �52,000,000.00 21-0934 21ARPA-FWCC EXPANSION FUNDING & PROJECT
Date MANAGEMENT
Allocations Approved To- �3,000,000.00 22-0268 17ARPA CENTER FOR TRANSFORMING LIVES
Date
Allocations Approved To- $5,000,000.00 22-0270 19ARPA ALLOCATION FOR PERMANENT SUPPORTIVE
Date HOUSING
Allocations Approved To- $7 091,047.00 22-0368 04ARPANEIGHBORHOOD WIFI CARES RATIFICATION/ARP
Date ALLOCATION
Allocations Approved To- $3,595,000.00 22-0366 04ARPA INFRASTRUCTURE PROGRAM
Date
Allocations Approved to- $3,675,000.00 22-0367 04ARPA CYBERSECURITY PROGRAM
Date
Allocations Approved to- $16,000,000.00 22-0789 MMA INFRASTRUCTURE — STREETLIGHTS & PEDESTRIAN
Date SAFETY
Allocations Approved to- $2,500,000.00 22-0789 MMA INFRASTRUCTURE — COBB & HIGHLAND HILLS PARKS
Date
Allocations Approved to- $3,200,000.00 22-0789 TARRANT AREA FOOD BANK FACILITY
Date
Allocations Approved to- $2,000,000.00 22-0789 POLICE AND FIRE COVID WORKER'S COMPENSATION
Date CLAI MS
Allocations Approved to- $1,458,372.00 22-0789 POLICE COVID HEALTH EXPENDITURES
Date
Allocations Approved to- $750,000.00 22-0789 VISIT FORT WORTH SPECIAL EVENT FUNDING
Date
Allocations Approved to- $4,411,080.00 22-0789 UNITED WAY ONE SECOND COLLABORATIVE
Date
Allocations Approved to- $g,000,000.00 22-0789 DEEPLY AFFORDABLE HOUSING INFRASTRUCTURE &
Date DRAINAGE
Allocations Approved to- $1,500,000.00 22-0789 FORT WORTH ZOO ROAD REPAIR, EROSION CONTROL,
Date BROADBAND
Allocations Approved to- $200,000.00 22-0789 TX WESLEYAN ON-CAMPUS PUBLIC UTILITY RELOCATION
Date
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M&C Review
Page 4 of 5
Allocations Approved to- $1,925,000.00 22-0789 WILL ROGERS MC AIR HANDLER REPLACEMENT
Date
Allocations Approved to- $5,950,000.00 22-0789 WILL ROGERS MC CONCOURSE, LOBBY AND RESTROOM
Date UPDATES
Allocations Approved to- $2,000,000.00 23-0284 ARPA FWTC INNOVATION PARTNERSHIP
Date
Allocations Approved to- $50,000.00 23-0518 WSTAMUS IL
Date
Allocations Approved to- $100,000.00 23-0609 ARPA\ CENTRAL\ MULTIMODAL\ MOBILITY\ HUB
Date — — — —
Reclaimed Funds $(4,216,902.00) 23-0609 ARPA\_CENTRAL\_MULTIMODAL\_MOBILITY\_HUB
Pending Allocations $4,500,000.00 RFP 22-0146 BROADBAND ENHANCEMENTS CH CITY (This M&C)
Remaining Unallocated $3,050,960.58
Balance
A breakdown of the remaining unallocated balance of ARPA SLFRF funding is detailed below:
Amount Project
$2,950,000.00 Revenue Recovery Funds - Held for Texas A&M University
System Research and Innovation Hub
$65,682.00 Revenue Recovery Funds - Held in contingency for project
shortfalls
$35,278.58 Non-Revenue Recovery Funds - Held in contingency for
project shortfalls
$3,050,960.58 Total - Remaining Unallocated Balance
AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution and expire 34 years from
that date.
RENEWAL TERMS: This agreement may be renewed for two additional 10-year terms with a one-time extension fee
payment of $5,000.00 each. This action does not require specific City Council approval provided that the City Council has
appropriated sufficient funds to satisfy the City's obligations during the renewal term.
DIVERSITY AND INCLUSION (DVIN): Sprocket Networks, Inc. is in compliance with the City's Business Equity Ordinance
by committing to 9\% MWBE participation on this project. The City's MWBE goal on this project is 9\%.
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.
This project will serve ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Grants Operating Federal Fund American Rescue
Plan Act project, and upon approval of the above recommendations and adoption of the attached appropriation
ordinances, funds will be available in the Grants Cap Projects Federal Fund and Grants Capital Project Other Fund for the
FY23 Broadband project to support the execution of the agreement. Prior to any expenditure being incurred, the IT
Solutions Department has the responsibility of verifying the availability of funds. This is an advance grant.
BQN\\
Fund Department
_ ID
OM
Fund Department
ID
Account Project Program Activity Budget Reference #
ID _ Year (Chartfield 2)
Account Project Program Activity Budget Reference #
ID i Year (Chartfield 2;
Amount
Amount
http://apps.cfwnet.org/council�acket/mc review.asp?ID=31551&councildate=l0/31/2023 11/9/2023
M&C Review
Submitted for Citv Manaqer's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
Reginald Zeno (8517)
Valerie Washington (6192)
Reginald Zeno (8517)
Kevin Gunn (2015 )
Jo Ann Gunn (8525)
Christopher Ha (8066)
ATTACHMENTS
ARPA Availabilitv at 9.20.23.PNG (CFW Internal)
FY23 Broadband FID.xlsx (CFW Internal)
ORD.APP 13PRFP 22-0146 BROADBAND ENHANCEMENTS CH CITY AO(r4) 31001.docx
ORD.APP 13PRFP 22-0146 BROADBAND ENHANCEMENTS CH CITY AO(r5) 31003.docx
SAMs.PNG (CFW Internal)
Siqned Compliance Memo 6.13.23 Al.pdf (CFW Internal)
Sprocket Form 1295 Certificate WG Siqned.pdf (CFW Internal)
(Public)
(Public)
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