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HomeMy WebLinkAbout060456-A1 - General - Contract - Sprockets Networks, LLCCSC No. 60456 -Al FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 60456 This First Amendment to Fort Worth City Secretary Contract No. 60456 ("First Amendment") is made between the City of Fort Worth ("City,") a Texas home rule municipality, and Sprocket Networks, LLC ("Sprocket" or "Vendor,") a Texas limited liability company. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." WHEREAS, City and Vendor entered into a Dark Fiber Lease and Network Operation Agreement identified as City Secretary Contract No. 60456 beginning November 10, 2023 (the "Agreement,") for the award of Request for Proposals ("RFP") 22-0146 to support the purchase of broadband enhancements; and WHEREAS, the Agreement was executed for a thirty-four (34) year initial term, with two (2) optional ten (10) year renewal terms, in a total contract amount up to $130,750,000.00 for the initial term; WHEREAS, it is the collective desire of the parties to amend the Agreement to include the Sprocket Network Additional Work Estimate, for purchase of additional engineering design services; WHEREAS, the total contract amount shall remain an amount up to $130,750,000.00. NOW THEREFORE, known by all these present, the Parties, acting herein by and through their duly authorized representatives, agree to the following terms, which amend the Agreement as follows: I. AMENDMENTS The Agreement is hereby amended to add Exhibit K-1, Sprocket Network Document Nos AWE -1002-P1 and AWE -1002-P2, for the purchase of Additional Municipal Fiber Drop Engineering Design services, with pricing in accordance with Exhibit K-1, attached hereto and incorporated herein this First Amendment. Upon execution of this First Amendment and issuance of the associated purchase order, Vendor shall invoice City for the Municipal Fiber Drop Engineering services, described in Exhibit K-1 and pursuant only to AWE -1002-P1, within ten (10) business days from receipt of purchase order. Vendor shall submit invoices to Supplierinvoices@fortworthtexas.gov and zz_IT_Finance_Purchasing@fortworthtexas.gov. Invoices must include the applicable City Department business unit number and the complete City of Fort Worth Purchase Order Number (ex. FW004-0000001234). City shall pay Vendor for these services in accordance with the Prompt Payment Act (Texas Government Code Chapter 2251) and provisions of this Agreement. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 60456 Page 1 of 4 Document No. AWE -1002-P2, within Exhibit K-1, represents a companion additional work estimate for a second phase including the remaining 92 facilities that may be initiated by the City, at its sole discretion, by issuing a separate purchase order to Sprocket Network. Sprocket Network will not submit an invoice, and the City will not otherwise be obligated to pay to Sprocket Network, for work contemplated by AWE -1002-P2 unless and until the City issues a purchase order requesting such work be completed by Sprocket Network. If the City issues the appropriate purchase order, Sprocket Network shall separately invoice the City in the same manner as AWE - 1002 -P1. II. MISCELLANEOUS All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] First Amendment to Fort Worth City Secretary Contract No. 60465 Page 2 of 4 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Sprocket Networks, LLC By: Dianna Giordano (Sep 24, 2026 15:13:54 CDT) By: Name: Dianna Giordano Name: Title: Assistant City Manager Title: Date: 09/24/2026 Jeffrey CT5ker Jeffrey T. Fisher President Date: 14.09.2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Cru�ace- PagCu�a By: Candace Pagliara (Sep 2 026 12:56:08 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 23-0925 Approval Date: 10/31/2023 Form 1295: 2023-1032586 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: � �"'✓ �i�'�/ Name: Jason Lyssy Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 60465 Page 3 of 4 EXHIBIT K-1 Sprocket Network Document Nos AWE -1002-P1 and AWE -1002-P2 (Attached) First Amendment to Fort Worth City Secretary Contract No. 60465 Page 4 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential SPROCKET NETWORKS, LLC Additional Work Estimate Building Entry Pathway Evaluation & Construction Drawing Development Municipal Fiber Drop Engineering Design — City of Fort Worth Facilities Phase 1 of 2 — First 92 Facilities Client City of Fort Worth, Texas Service Provider Sprocket Networks, LLC Document Type Additional Work Estimate (per Section 6.2 of the Agreement) Document No. AWE -1002-P1 Date July 20, 2026 Phase Phase 1 of 2 Sites Covered 92 City facilities Governing Agreement Dark Fiber Lease and Network Operation Agreement, CSC No. 60456 (effective November 10, 2023) Reference Estimate Sprocket Estimate No. 1002, dated June 15, 2026 1. Background and Authority This Additional Work Estimate ("AWE") is submitted by Sprocket Networks, LLC ("Sprocket"), successor by entity conversion (2025) to Sprocket Networks, Inc., to the City of Fort Worth, Texas ("City" or "CFW") under and pursuant to the Dark Fiber Lease and Network Operation Agreement between the parties, City Secretary Contract (CSC) No. 60456, effective November 10, 2023 (the "Agreement"). Section 6.2 (Additional Work) of the Agreement provides that, prior to initiating additional work requested in connection with the Agreement — including, without limitation, handhole placement, conduit work, and splicing — Sprocket will deliver to the City a written description of the proposed scope of work and the estimated cost (an "Additional Work Estimate"), which the City will approve or reject in writing within ten (10) days of receipt. This document constitutes that Additional Work Estimate. All terms, conditions, insurance, indemnification, and ownership provisions of the Agreement are incorporated herein by reference and govern this AWE. The scope below defines the engineering services associated with evaluating and designing telecommunications pathway access from the property line to the building demarcation point (MDF/Demarc) for designated City of Fort Worth facilities. AWE -1002-P1 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 1 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential 2. Phasing and Site Designation The Municipal Fiber Drop Engineering Design program comprises 184 City of Fort Worth facilities in total. At the City's request, the program is presented in two equal phases so that each phase may be authorized and funded independently. • This AWE (AWE -1002-P1) covers 92 City facilities — the first half of the total program. • A companion Additional Work Estimate (AWE -1002-P2) covering the remaining 92 facilities is submitted concurrently and may be authorized by the City separately, at such time as funding and a purchase order are available. • The specific facilities comprising each phase are not designated in this AWE. Sites will be identified and sequenced by mutual agreement between the City and Sprocket, based on the City's priorities and the construction schedule, and confirmed in writing prior to commencement of field work for each site. • The per -site rate is fixed regardless of which facilities are assigned to a given phase. If the City elects to move a facility between phases, no change in pricing results. 3. Scope of Services Sprocket shall perform, directly or through its qualified subcontractors, the following engineering and design services for each designated City facility: • Investigate and determine the availability of any existing or unused conduit infrastructure that may be utilized for the proposed fiber installation. o Where existing conduit is present, make a commercially reasonable effort to identify the conduit owner. o Where existing conduit is present, assess whether an additional cable can be placed in an empty innerduct or in an existing duct with vacant space. • Identify and evaluate the shortest and most practical pathway from the property line to the building entry point. • Determine the optimal locations for proposed manholes, handholes, or other access structures necessary to support the pathway design while minimizing route length and construction impacts. • Evaluate potential building entry locations and identify the most efficient point of entry into the facility. • Perform field assessments necessary to support pathway recommendations and design development, including a commercially reasonable best -effort assessment of the presence of existing utilities and their installation depth. • Prepare construction drawings for each property illustrating: o Proposed pathway routing. o Existing and proposed conduit infrastructure, where applicable. o Proposed manhole and/or handhole locations. o Building entry location. Connection to the MDF/Demarcation point. 4. Deliverables For each facility evaluated, Sprocket and/or its subcontractor will provide: AWE -1002-P1 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Par 2 or 4 Sprocket Networks, LLC Additional Work Estimate — Confidential 1. Field -verified pathway recommendations. 2. Construction drawings showing property boundaries (as available), the proposed telecommunications pathway, manhole/handhole locations, the building entry point, and the MDF/Demarc location. 3. Design documentation suitable for construction planning and permitting support, where required. 5. Responsibilities of the Parties 5.1 City of Fort Worth • Provide access to each building's MDF/Demarcation location for site evaluation and design purposes. • Facilitate site access as required to perform field investigations and pathway assessments. • Provide available property records, facility drawings, and points of contact reasonably necessary to support the work. • Identify the facilities to be included in this phase in coordination with Sprocket. 5.2 Sprocket Networks, LLC • Perform the services described in Section 3 using sound professional engineering practices and in accordance with applicable industry standards and City of Fort Worth requirements. • Ensure all personnel and subcontractors are qualified, licensed, and adequately trained, and carry insurance as required under Section 10.3 of the Agreement. • Coordinate scheduling of field assessments with the City's designated representatives. • Deliver the items described in Section 4 for each designated facility. 6. Estimated Cost Services under this Additional Work Estimate are priced on a per -site basis in accordance with Sprocket Estimate No. 1002, dated June 15, 2026: DPC- Design, Planning and Construction — Dark 92 $540.00 $49,680.00 DF Fiber: Municipal Fiber Drop Engineering Design — Per Site Total $49,680.00 Pricing is based on 92 designated sites at a fixed rate of $540.00 per site. The total adjusts at that per - site rate if the number of sites in this phase changes. Invoicing and payment terms are governed by the Agreement. 7. Assumptions and Exclusions • This estimate covers engineering design and construction -drawing development only; physical construction, permitting fees, and materials are not included unless separately authorized. AWE -1002-P1 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 3 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential • The City will provide timely site access; delays in access may affect the schedule. • Design documentation supports permitting where required; permit application submittal and approval timelines are outside Sprocket's control. • Any change in scope, site count, or cost shall be valid only if set forth in a written amendment signed by both parties. 8. Approval Pursuant to Section 6.2 of the Agreement, the City of Fort Worth will approve or reject this Additional Work Estimate in writing within ten (10) days of receipt. Upon written approval below, the work described herein is authorized to proceed under and subject to Dark Fiber Lease and Network Operation Agreement CSC No. 60456. Submitted by — Sprocket Networks, LLC By: Jeffrey r . C 5ker Name: Jeffrey T. Fisher Title: President Date: 14.09.2026 Approved by — City of Fort Worth, Texas By: Dianna Giordano (Sep 24, 2026 15:13:54 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 09/24/2026 AWE -1002-P1 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 4 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential SPROCKET NETWORKS, LLC Additional Work Estimate Building Entry Pathway Evaluation & Construction Drawing Development Municipal Fiber Drop Engineering Design — City of Fort Worth Facilities Phase 2 of 2 — Remaining 92 Facilities Client City of Fort Worth, Texas Service Provider Sprocket Networks, LLC Document Type Additional Work Estimate (per Section 6.2 of the Agreement) Document No. AWE -1002-P2 Date September 1, 2026 Phase Phase 2 of 2 Sites Covered 92 City facilities Governing Agreement Dark Fiber Lease and Network Operation Agreement, CSC No. 60456 (effective November 10, 2023) Reference Estimate Sprocket Estimate No. 1002, dated June 15, 2026 1. Background and Authority This Additional Work Estimate ("AWE") is submitted by Sprocket Networks, LLC ("Sprocket"), successor by entity conversion (2025) to Sprocket Networks, Inc., to the City of Fort Worth, Texas ("City" or "CFW") under and pursuant to the Dark Fiber Lease and Network Operation Agreement between the parties, City Secretary Contract (CSC) No. 60456, effective November 10, 2023 (the "Agreement"). Section 6.2 (Additional Work) of the Agreement provides that, prior to initiating additional work requested in connection with the Agreement — including, without limitation, handhole placement, conduit work, and splicing — Sprocket will deliver to the City a written description of the proposed scope of work and the estimated cost (an "Additional Work Estimate"), which the City will approve or reject in writing within ten (10) days of receipt. This document constitutes that Additional Work Estimate. All terms, conditions, insurance, indemnification, and ownership provisions of the Agreement are incorporated herein by reference and govern this AWE. The scope below defines the engineering services associated with evaluating and designing telecommunications pathway access from the property line to the building demarcation point (MDF/Demarc) for designated City of Fort Worth facilities. AWE -1002-P2 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 1 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential 2. Phasing and Site Designation The Municipal Fiber Drop Engineering Design program comprises 184 City of Fort Worth facilities in total. At the City's request, the program is presented in two equal phases so that each phase may be authorized and funded independently. • This AWE (AWE -1002-P2) covers 92 City facilities — the second half of the total program. • A companion Additional Work Estimate (AWE -1002-P1) covering the first 92 facilities is submitted concurrently. This Phase 2 estimate is provided now for planning purposes and may be authorized by the City at any time, independently of Phase 1, upon issuance of a purchase order. • The specific facilities comprising each phase are not designated in this AWE. Sites will be identified and sequenced by mutual agreement between the City and Sprocket, based on the City's priorities and the construction schedule, and confirmed in writing prior to commencement of field work for each site. • The per -site rate is fixed regardless of which facilities are assigned to a given phase. If the City elects to move a facility between phases, no change in pricing results. • Sprocket will hold the per -site rate set out in Section 6 for authorization of this phase through March 31, 2027. Authorization after that date may require re -quotation. 3. Scope of Services Sprocket shall perform, directly or through its qualified subcontractors, the following engineering and design services for each designated City facility: • Investigate and determine the availability of any existing or unused conduit infrastructure that may be utilized for the proposed fiber installation. o Where existing conduit is present, make a commercially reasonable effort to identify the conduit owner. o Where existing conduit is present, assess whether an additional cable can be placed in an empty innerduct or in an existing duct with vacant space. • Identify and evaluate the shortest and most practical pathway from the property line to the building entry point. • Determine the optimal locations for proposed manholes, handholes, or other access structures necessary to support the pathway design while minimizing route length and construction impacts. • Evaluate potential building entry locations and identify the most efficient point of entry into the facility. • Perform field assessments necessary to support pathway recommendations and design development, including a commercially reasonable best -effort assessment of the presence of existing utilities and their installation depth. • Prepare construction drawings for each property illustrating: o Proposed pathway routing. Existing and proposed conduit infrastructure, where applicable. o Proposed manhole and/or handhole locations. o Building entry location. Connection to the MDF/Demarcation point. AWE -1002-P2 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 2 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential 4. Deliverables For each facility evaluated, Sprocket and/or its subcontractor will provide: 1. Field -verified pathway recommendations. 2. Construction drawings showing property boundaries (as available), the proposed telecommunications pathway, manhole/handhole locations, the building entry point, and the MDF/Demarc location. 3. Design documentation suitable for construction planning and permitting support, where required. 5. Responsibilities of the Parties 5.1 City of Fort Worth • Provide access to each building's MDF/Demarcation location for site evaluation and design purposes. • Facilitate site access as required to perform field investigations and pathway assessments. • Provide available property records, facility drawings, and points of contact reasonably necessary to support the work. • Identify the facilities to be included in this phase in coordination with Sprocket. 5.2 Sprocket Networks, LLC • Perform the services described in Section 3 using sound professional engineering practices and in accordance with applicable industry standards and City of Fort Worth requirements. • Ensure all personnel and subcontractors are qualified, licensed, and adequately trained, and carry insurance as required under Section 10.3 of the Agreement. • Coordinate scheduling of field assessments with the City's designated representatives. • Deliver the items described in Section 4 for each designated facility. 6. Estimated Cost Services under this Additional Work Estimate are priced on a per -site basis in accordance with Sprocket Estimate No. 1002, dated June 15, 2026. This phase may be authorized independently of Phase 1: DPC- Design, Planning and Construction — Dark 92 $540.00 $49,680.00 DF Fiber: Municipal Fiber Drop Engineering Design — Per Site Total $49,680.00 Pricing is based on 92 designated sites at a fixed rate of $540.00 per site. The total adjusts at that per - site rate if the number of sites in this phase changes. Invoicing and payment terms are governed by the Agreement. AWE -1002-P2 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 3 of 4 Sprocket Networks, LLC Additional Work Estimate — Confidential 7. Assumptions and Exclusions • This estimate covers engineering design and construction -drawing development only; physical construction, permitting fees, and materials are not included unless separately authorized. • The City will provide timely site access; delays in access may affect the schedule. • Design documentation supports permitting where required; permit application submittal and approval timelines are outside Sprocket's control. • Any change in scope, site count, or cost shall be valid only if set forth in a written amendment signed by both parties. 8. Approval Pursuant to Section 6.2 of the Agreement, the City of Fort Worth may approve this Additional Work Estimate at any time, independently of Phase 1. Upon written approval below and issuance of a purchase order, the work described herein is authorized to proceed under and subject to Dark Fiber Lease and Network Operation Agreement CSC No. 60456. Submitted by — Sprocket Networks, LLC By: Je{fre7ifisher Name: Jeffrey T. Fisher Title: President Date: 14.09.2026 Approved by — City of Fort Worth, Texas By: Dianna Giordano (Sep 24. 2026 15:13:54 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 09/24/2026 AWE -1002-P2 — CFW Municipal Fiber Drop Engineering (under CSC No. 60456) Page 4 of 4 CITY COUNCIL AGENDA Create New From This M&C REFERENCE 13P RFP 22-0146 DATE: 10/31/2023 'J.. M&C 23-0925 LOG NAME: BROADBAND ENHANCEMENTS CH CITY NON- PUBLIC CODE: P TYPE: NO CONSENT HEARING: 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: FORT WORThi 1. 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; 2. Authorize annual operational expenses in an amount up to $3,625,000.00 for the term of the agreement; 3. 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); 4. 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; 5. 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); 6. 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 II b II c II d II e I Total Score Sprocket Networks, Inc 11 23.011 18.0 1 17.211 9.01 23.00 90.20 Zayo 1 20.0 1 15.6 1 15.6 1 8.2 1 19.0 11 78.40 AT&T 122.0 1 10.8 116.8 1 8.0 I 15.5 II 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 Funding 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 $173,745,090.00 21-0445 362021 AMERICAN RESCUE PLAN Allocations Approved To- Date $6,000,000.00 21-0794 25ARPA-VFW-TDG Allocations Approved To - Date $1,000,000.00 21-0805 13ARPA-ADMINISTRATION Allocations Approved To- $4,245,533.42 21-0810 17ARPAALLOCATIONS 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 19ARPAALLOCATIONS TO HOUSING AND HUMAN SERVICES Date PROJECTS Allocations Approved To- $3,000,000.00 21-0809 19ARPAALLOCATION CDFI FRIENDLYAMERICA Date Allocations Approved To- Date $300,000.00 21-0820 25ARPA-WRMC MURAL PLAQUES Allocations Approved To - Date Allocations Approved To - Date Allocations Approved To - Date Allocations Approved To - Date Allocations Approved To - Date Allocations Approved To - Date Allocations Approved To - Date Allocations Approved To - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date Allocations Approved to - Date $6,400,000.00 21-0935 21ARPA-PEG FUNDING -FUTURE CITY HALL $8,000,000.00 21-0908 23ARPA-VACCI NATIONS AND TESTING $4,560,000.00 21-0913 25ARPA-PED\_CAPITAL\_RESTORE $52,000000.00 21-0934 21ARPA-FWCC EXPANSION FUNDING & PROJECT , MANAGEMENT $3,000,000.00 22-0268 17ARPA CENTER FOR TRANSFORMING LIVES $5,000,000.00 22-0270 19ARPA ALLOCATION FOR PERMANENT SUPPORTIVE HOUSING $7,091,047.00 22-0368 04ARPANEIGHBORHOOD WIFI CARES RATIFICATION/ARPA ALLOCATION $3,595,000.00 22-0366 04ARPA INFRASTRUCTURE PROGRAM $3,675,000.00 22-0367 04ARPA CYBERSECURITY PROGRAM $16,000,000.00 22-0789 MMA INFRASTRUCTURE - STREETLIGHTS & PEDESTRIAN SAFETY $2,500,000.00 22-0789 MMA INFRASTRUCTURE - COBB & HIGHLAND HILLS PARKS $3,200,000.00 22-0789 TARRANT AREA FOOD BANK FACILITY $2,000,000.00 22-0789 POLICE AND FIRE COVID WORKER'S COMPENSATION CLAIMS $1,458,372.00 22-0789 POLICE COVID HEALTH EXPENDITURES $750,000.00 22-0789 VISIT FORT WORTH SPECIAL EVENT FUNDING $4,411,080.00 22-0789 UNITED WAY ONE SECOND COLLABORATIVE $8,000,000.00 22-0789 DEEPLY AFFORDABLE HOUSING INFRASTRUCTURE & DRAINAGE Allocations Approved to- $1,500,000.00 22-0789 FORT WORTH ZOO ROAD REPAIR, EROSION CONTROL, Date BROADBAND Allocations Approved to- Date $200,000.00 22-0789 TX WESLEYAN ON -CAMPUS PUBLIC UTILITY RELOCATION 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 ILA Date Allocations Approved to- $100,000.00 23-0609 ARPA\ CENTRAL\ MULTIMODAL\ MOBILITY\ HUB Date JL — — — — Reclaimed Funds $(4,216,902.00) 23-0609 ARPA\_CENTRAL\_M U LTIMODAL\_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 remainina unallocated balance of ARPA SLFRF fundina 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: Uoon City Council aooroval. this agreement shall be that date. gin upon execution and expire 34 years from 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\\ TO Fund Department Account Project Program Activity Budget I Reference # I Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by Originating 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 Availability 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 (Public) ORD.APP 13PRFP 22-0146 BROADBAND ENHANCEMENTS CH CITY AO(r5) 31003.docx (Public) SAMs.PNG (CFW Internal) Signed Compliance Memo 6.13.23 Al.pdf (CFW Internal) Sprocket Form 1295 Certificate WG Signed.pdf (CFW Internal) FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Sprocket Networks, LLC Subject of the Agreement: First Amendment to CSC 60456 of Sprocket Networks, LLC M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No O 60456 -Al If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Pages 6 to 13 of 18 page document are confidential. Effective Date: If different from the approval date. Expiration Date: November 9, 2057 If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No O Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.