HomeMy WebLinkAboutContract 54402-A2 CSC No.54402-A2
SECOND AMENDMENT TO
FORT WORTH CITY SECRETARY CONTRACT NO. 54402
This Second Amendment to Fort Worth City Secretary Contract No. 54402 ("Second
Amendment") is made between the City of Fort Worth ("Fort Worth"), a municipal corporation
and Cellebrite, Inc., a Delaware corporation ("Vendor").
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. September 2, 2020 (the"Agreement"); and
WHEREAS, the Agreement was amended on or about May 21, 2021 to include an
additional purchase; and
WHEREAS, it is the collective desire of both Fort Worth and Vendor to amend the
Agreement to upgrade and co-term the existing licenses.
NOW THEREFORE,known by all these present,Fort Worth and Vendor, acting herein by
the through their duly authorized representatives, agree to the following terms, which amend the
Agreement as follows:
1. The Agreement is hereby amended by adding Attachment A-1, attached to this
Second Amendment, as an additional purchase to quote # Q-149511-1.
2. 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]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Second Amendment to Fort Worth City Secretary Contract No. 54402 Page 1 of 2
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City: Vendor:
By: Valerie Washington(Aug 26,202117:10 CDT) By:
Name: Valerie Washington Name:
Title: Assistant City Manager Title: VP - SLG
Date: Aug 26, 2021
Date: August 17, 2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: 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
By: and reporting requirements.
Name: Kevin Gunn
Title: Director,IT Solutions
BY: Steven Vandever(Aug 25,202116:07 CDT)
Approved as to Form and Legality: Name: Steven Vandever
Title: Sr. IT Solutions Manager
rr asLL on as
By: Taylor s(Aug25,202118:38 CDT City Secretary:
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Name: Taylor Paris pia
Title: Assistant City Attorney 0v°
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Contract Authorization: Name: Ronald Gonzales d�a4 bEapSb�p
M&C: 21-0598 Title: Acting City Secretary
Approval Date: 8/242021
1295 Form: 2021-748991
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Second Amendment to Fort Worth City Secretary Contract No. 54402 Page 2 of 2
Cellebrite Advanced Services
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Cellebrite Premium Unlimited Package Agreement
This Cellebrite Premium Unlimited Package Agreement (the "Agreement") is made and
entered into effective on the date of the last signature adjacent to the signatures below (the
"Effective Date"), by and between Cellebrite Inc., a corporation organized and existing
under the laws of the State of Delaware, having its principal place of business at 7 Campus
Dr #210, Parsippany, NJ 07054 ("Cellebrite") and [add name of the licensee], a limited
liability company organized and existing under the laws of[add country], having its principal
place of business at [add address] (the "Licensee"). Each of Cellebrite and the Licensee may
be referred to as "Party" and together "Parties".
RECITALS
WHEREAS Cellebrite is engaged in the design, research and development of the
Product as described below
WHEREAS the Licensee wishes to purchase from Cellebrite and Cellebrite wishes to
sell to the Licensee a bundled solution which includes a license to use the Product and the
provision of certain CAS Services, all subject to the terms and conditions specified in this
Agreement;
NOW THEREFORE THE PARTIES HERETO HAVE AGREED AS FOLLOWS:
1. Product Cellebrite Premium Software together with the hardware on which it
might be preinstalled on by Cellebrite.
2. Services During the License Term, the Licensee shall be entitled to receive from
Cellebrite certain services under which Cellebrite shall use its best
efforts to reveal the user lock passcode and extract the data from certain
supported mobile devices (the "Device(s)") provided by the Customer
(the "CAS Services").
The Licensee shall be entitled to receive such number of Instances of
Services as set forth in the Quote attached hereto as Annex A. The
parties acknowledge and agree that any unused Instance of Services,
whether due to non-consummation or due to failure to achieve a
Successful Completion, is non-refundable and not renewable.
The parties agree that the Licensee may be entitled to receive the
abovementioned Services subject to the terms and conditions found
at: https://Iegal.cellebrite.com/premium-unlimited-package.html (the
"GTC") and the full satisfaction of the Conditions Precedent found
therein.
3. Term The term of a paid subscription to an instance of Software or a unit of
Product and any renewal thereof(the "License Term").
The license to use the Product, the consummation of any Actions and
the consummation of the Services may only be made during the License
Term.
Page 1 of 6
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Please note the license to use the Product and may be terminated and
the Services may be denied if the Licensee has not paid any invoice sixty
(60) days after such invoice is due.
4. Prerequisites The Product is being licensed and the CAS Services shall be rendered
to the Licensee subject to the full satisfaction and compliance by the
Licensee of the Prerequisites set forth in Annex B. The Licensee
acknowledges and agrees that in the event that the Licensee would
not comply with any of the Prerequisites, Cellebrite may terminate the
license to use the Product forthwith.
5. Entire This Agreement, the Prerequisites, the EULA and the GTC contains
Agreement all the terms agreed between the parties regarding their subject matter
and supersede and replace any prior agreement, understanding
or arrangement between the parties, whether oral or in writing. No
representation, undertaking or promise shall be taken to have been given
or be implied from anything said or written in negotiations between the
parties prior to the Effective Date.
In the event of any conflict, ambiguity, or inconsistency between the
provisions of the Agreement and any other document, such as a
Licensee-issued PO, the following order of precedence shall apply: (1)
the Agreement; (2) the Quote; (3) a Confirmed PO; and (3) the terms of
any other Cellebrite-issued document relating to the Product. Licensee's
preprinted terms, URL's, or hyperlinks in any document shall not be
binding on the Parties nor modify this Agreement, and are expressly
rejected, regardless of when issued by Licensee and/or received by
Cellebrite, or even if signed by Cellebrite. Should such document contain
language that purports to supersede and/or control over this Agreement,
the Parties expressly acknowledge and agree that such document shall
have no such legal effect between the Parties. Any deviations from the
Agreement, unless they are made in writing and executed by a duly
authorized officer of Cellebrite, shall be void and unenforceable.
Cellebrite Inc. Fort Worth Police Department
By: By:
Title: Title:
Date: Date:
Page 2 of 6
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Cellebrite Inc.
7 Campus Drive
Suite 210
Parsippany New Jersey 07054 Quote# Q-190929-1
United States Date: Apr 07, 2021
Tel. +1 800 942 3415
Fax.+1 201 848 9982
Tax ID#:22-3770059
DUNS: 033095568
CAGE:4C9Q7
Company Website:http://www.cellebrite.com
Bill To Ship To
Fort Worth Police Department Fort Worth Police Department
275 W. 13th St 275 W. 13th St
Fort Worth,Texas 76102 Fort Worth,TX 76102
United States United States
Contact:Anabelle Pannell Contact:Anabelle Pannell
Phone: Phone:
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00025688 5/7/2021 Net 30 USD Lynn Barousse
1 B-AIS-02-070 Premium Unlimited USD 153,021.91 USD 153,021.91
Package Renewal
1 U-AIS-02-063 Premium Unlimited iOS Sep 01,2021 Mar 07,2023 USD 0.00 USD 0.00
1 U-AIS-02-065 Premium Unlimited Sep 01,2021 Mar 07,2023 USD 0.00 USD 0.00
Android
6 A-SOW-11-003 UFED 4PC Ultimate SW Aug 30,2022 Mar 07,2023 1862203518, USD 2,238.36 USD 13,430.16
Renewal 2137406265,
546254557,226498000,
16335501,1772667149
1 A-SOW-11-003 UFED 4PC Ultimate SW Sep 09,2022 Mar 07,2023 1772667149 USD 2,120.55 USD 2,120.55
Renewal
1 S-BLB-02-001 Inspector SW Renewal Aug 28,2022 Mar 07,2023 07072932A8D7D019 USD 523.40 USD 523.40
SubTotal USD 169,096.02
Shipping&Handling USD 0.00
Sales Tax USD 0.00
Total USD 169,096.02
Transfer information:
Comments:
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Cellebrite Advanced Services
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Page 4 of 6
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Annex B
Prerequisites
1. General
1.1. The parties acknowledge and agree that the fulfillment of the prerequisites set forth
in this Annex B to the License Agreement are conditions precedent for the receipt
of license to use the Products and receipt of any services from Cellebrite under the
License Agreement (the "Prerequisites").
2. Product Prerequisites
2.1. The Licensee shall only use the Cellebrite Premium Product in a designated room
that can be locked from the outside (the "Designated Room").
2.2. Access to the Cellebrite Premium Product shall be restricted only to such personnel
of the Licensee that was/were trained and certified by Cellebrite to operate and run
the Cellebrite Premium product ("Authorized Personnel"). Only such personnel
of the Licensee who have signed and delivered a confidentiality undertaking in
the form approved by Cellebrite shall be recognized and regarded as Authorized
personnel.
2.3. The The Licensee shall ensure that up to three (3) of his personnel that will be
pre-approved by Cellebrite in writing will be trained and certified as Authorized
Personnel by Cellebrite to operate and run the Cellebrite Premium product.
2.4. The Designated Room is not video-taped and/or monitored in any manner except
for entry/exit monitoring which is allowed and encouraged.
2.5. The process will not be observed, by anyone other than such personnel of the
Licensee that was trained and certified. Process will not be recorded, documented
or otherwise narrated by anyone and for any purpose.
2.6. The Licensee agrees not to engage in any deceptive, misleading, illegal or unethical
practices that may be detrimental to Cellebrite or to any of Cellebrite's products,
including but not limited to the Cellebrite Premium product, and agrees to comply
with all applicable laws, rules and regulations (including, without limitation, data
protection, privacy, computer misuse, telecommunications interception, intellectual
property, and import and export compliance laws and regulations) while using the
Products.
2.7. The Licensee agrees to comply with the terms of the End User License Agreement
set forth in http://Iegal.celIebrite.com/End-User-License-Agreement.htmi, as may be
updated from time to time ("EULA").
3. CAS Services Prerequisites
3.1. General
3.11. Licensee acknowledges that in the event that any of the CAS Services
Prerequisites are not met, achieved or maintained throughout the Term
of the Agreement by Licensee, Cellebrite will not be able to provide the
CAS Services to Licensee and shall be entitled to terminate the Agreement
forthwith.
Page 5 of 6
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3.1.2. Licensee further acknowledges that Cellebrite's non-performance of the
CAS Services which is due to a default of Licensee to meet the CAS
Services Prerequisites will not be deemed as breach of the Agreement and
Licensee will not be entitled to any refund of payments made to Cellebrite
and Cellebrite will be entitled to charge any direct expenses it incurred in
preparation and anticipation for the service provision.
3.2. Prerequisites for CAS Services performed at Cellebrite's premises or to
Cellebrite's designated laboratory.
3.2.1. After submitting the fully executed `Device Data' form to Cellebrite and
prior to sending any Device(s) to Cellebrite, Licensee is to receive a written
confirmation and consent from Cellebrite to sending the Devices. Cellebrite's
approval or denial for sending the Device shall be based, among others, on
Cellebrite's internal list of the then-current CAS Services supported devices.
3.3. Prerequisites for CAS Services performed at Licensee premises
3.3.1. After submitting the fully executed `Device Data' form to Cellebrite, Licensee
will work with Cellebrite's designated person to coordinate timeframe for
arrival to perform the CAS Services.
3.3.2. Licensee shall provide written confirmation of Licensee's allocation of a
designated room (the "Designated Room") to performance of the CAS
Services. Until Successful Completion of the CAS Services, the access to
such Designated Room should be restricted to Cellebrite's personnel only.
3.3.3. The Designated Room is to be suitable for 1-2 people conveniently working
and be equipped with at least 4 power outlets.
3.3.4. Cellebrite shall have the right to inspect the Designated Room prior to the
commencement of provision of the CAS Services. In the event that Cellebrite
finds the Designated Room not suitable for the performance of the CAS
Services, Licensee shall either make the room suitable or designate a
different room.
3.3.5. Licensee shall assure and approve in writing that the Designated Room is not
videotaped and/or monitored in any manner except for entry/exit monitoring
which is allowed and encouraged.
3.3.6. Licensee shall provide written confirmation approving Cellebrite's personnel
to carry into Licensee's premises and in the Designated Room, the required
equipment in a sealed packaging and assure that the equipment will not be
inspected before, during or after performance of the CAS Services.
3.3.7. Licensee shall obtain, at Licensee's expense, and provide to Cellebrite's
personnel any documents, permit (including but not limited to visa), approvals
or invitations which are required by Licensee or by the laws of the country in
which Licensee and/or the Designated Room is located.
Page 6 of 6
8/25/2021 M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA F°RT�1'
DATE: 8/24/2021 REFERENCE**M&C 21- LOG NAME: 13P CSC 54402 CELLEBRITE
NO.: 0598 AMENDMENT ITS ADK
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize an Amendment to City Secretary Contract No. 54402 with Cellebrite Inc.
for the Purchase of Upgraded Licenses in the Amount of$169,096.02 with Renewal
Options Up to the Same Annual Amount for the Information Technology Solutions
Department on behalf of the Police Department
RECOMMENDATION:
It is recommended that City Council authorize an amendment to City Secretary Contract No. 54402
with Cellebrite Inc. for the purchase of upgraded licenses in the amount of$169,096.02 with renewal
options up to the same annual amount for the Information Technology Solutions Department on
behalf of the Police Department.
DISCUSSION:
The Police Department uses Cellebrite Software to parse extracted data from all types of cellular
phones. The basic version currently in use has limited functionality. This amendment to purchase the
premium service will provide forensic examiners with extended capabilities.
The amendment co-terms all existing licenses through March 7, 2023, an initial term of approximately
nineteen (19) months. The cost of the upgraded licenses for the extended initial term is $169,096.02.
Following the initial term, the agreement will be renewed on an annual basis. The Department
anticipates the cost for the annual renewal to be approximately $130,000.00. Contract No. 54402 was
approved as a sole source purchase as it was determined that Cellebrite Inc. is the only vendor with
the functionality that would meet the department's needs.
BUSINESS EQUITY- A waiver of the goal for Business Equity subcontracting requirements was
requested, and approved by the DVIN, in accordance with the applicable Ordinance, because the
waiver request is based on the sole source information provided.
RENEWAL OPTIONS -The structure of the agreement gives the City the ability to renew the
agreement indefinitely at the City's sole option, as long as the application continues to meet the City's
requirements. This ensures continuity of services and preservation of data. This M&C authorizes
spending authority for a 19-month term, to begin in accordance with the agreement, and may be
renewed for four (4) additional one-year terms. At that time, the Department will return to Council to
request continued authorization.
AGREEMENT TERMS - Upon City Council's approval, the amendment will begin in accordance with
the terms of City Secretary Contract No. 54402 and expire on March 7, 2023. The agreement may be
renewed an annual basis thereafter.
ADMINISTRATIVE AMENDMENT - 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.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated, in the General Fund to support the approval of
the above recommendation and authorize the amendment to the contract. Prior to any expenditure
being incurred, the Police Department has the responsibility to validate the availability of funds.
BQN\\
apps.cfwnet.org/council_packet/mc_review.asp?ID=29146&councildate=8/24/2021 1/2
8/25/2021 M&C Review
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Valerie Washington (6192)
Originating Department Head: Reginald Zeno (8517)
g g—P Neil Knoakes (4212)
Additional Information Contact: Cynthia Garcia (8525)
Ashley Kadva (2047)
ATTACHMENTS
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