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HomeMy WebLinkAboutContract 54402-A4DocuSign Envelope ID: C65A73E6-747F-418E-B8C1-5B9384248743 CSC No. 54402-A4 FOURTH AMENDMENT TO FORT WO TH CITY SECRETARY CONTRACT NO. 54402 This Fourth Amendment is enterinto by and between the City of Fort Worth (hereafter "Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and Cellebrite, Inc., a Delaware corporation ("Vendor"). Buyer and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on September 2, 2020, the Parties entered into City Secretary Contract 54402 to provide Cellebrite Universal Forensics Extraction Device software ("Agreement/Contract"); and WHEREAS, the Parties wish to amend the Agreement to upgrade Cellebrite software and support in the new annual amount of $136,960.00. NOW THEREFORE, the Parties, acting herein by the through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS The Agreement is hereby amended to upgrade Cellebrite UFED software and support per Quote Q-289604-1, attached as Attachment A-2 to this Fourth Amendment, in the new total amount of $136,960.00. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. [Signature Page Follows] OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Fourth Amendment to Fort Worth City Secretary Contract No. 54402 Page 1 of 2 DocuSign Envelope ID: C65A73E6-747F-418E-B8C1-5B9384248743 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Valerie Washington (Mar 20,202310:44 CDT) Name: Valerie Washington Title: Assistant City Manager Date: Mar 20, 2023 Vendor: Cellebrite, Inc. Fayvp- ocuSigned by: By: fit,Lwkl& Name: Marque Teegardin Title: President, Americas Date: 3/7/2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality By: Name Title: Taylor Paris Assistant City Attorney Contract Authorization: M&C: 21-0598 Approval Date: August 24, 2021 1295 Form: 2021-748991 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: Steven Vandever (Mar 8, 202313:39 CST) Name: Steven Vandever Title: Sr. IT Solutions Manager City Secretary:0� boavonpq� d FORT � OVo 8=d GPP F o° o j � � aaRp nEX 4�ggv By: V Name: Janet Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Fourth Amendment to Fort Worth City Secretary Contract No. 54402 Page 2 of 2 DocuSign Envelope ID: C65A73E6-747F-418E-B8C1-5B9384248743 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas Fogy 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. DocuSign Envelope ID: C65A73E6-747F-418E-B8C1-5B9384248743 BQN\\ O_ Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) ROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year I (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: Jay Chapa (5804) Valerie Washington (6192) Reginald Zeno (8517) Neil Knoakes (4212) Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS 13P CSC 54402 CELLEBRITE AMENDMENT ITS ADK funds avail.docx (CFW Internal) FID Template Cellebrite CSC 54402.xlsx (CFW Internal) form 1295 - Cellebrite 5-7-21.pdf (CFW Internal) SAMs.pdf (CFW Internal) Signed Waiver - Cellebrite Licenses.p. f (CFW Internal) DocuSign Envelope ID: C65A73E6-747F-418E-B8C1-5B9384248743 httachment A-2 Cellebrite Inc. 7 Campus Drive Suite 210 Parsippany New Jersey 07054 United States Tel. +1 800 942 3415 Fax. +1 201 848 9982 Tax I D#: 22-3770059 DUNS: 033095568 CAGE: 4C9Q7 Company Website: http://www.cellebrite.com Billing Information Fort Worth Police Department Information Technology Solutions IT Solutions -Zipper Building 275 W. 13th St. (2nd floor) Fort Worth, Texas 76102 United States Contact: Lorraine Leonard Phone: (817) 392-4695 i .+ Digital intelligence •.• Cellebrite for a safer world Quote Quote# Q-289604-1 Date: Feb 22, 2023 Delivery Information Fort Worth Police Department Information Technology Solutions IT Solutions -Zipper Building 275 W. 13th St. (2nd floor) Fort Worth, TX 76102 United States Contact: Lorraine Leonard Phone: (817) 392-4695 End Customer: Fort Worth Police Department Customer ID Good Through Payment Terms Currency Sales Rep SF-00025688 Mar 06, 2023 Net 30 USD Izzy Valdovino Product Code Product Name Qty Start Date End Date Serial Number Net PricMUnit Net Price B-UFD-10-001 UFED4PC Ultimate 6 Mar 08, 2023 Mar 07, 2024 1862203518, 2137406265, 6,100.00 36,600.00 Subscription 546254557, 226498000, 16335501,1772667149 B-PAAS-02-006 Premium as a Service 1 Mar 08, 2023 Mar 07, 2024 0.00 0.00 Unlimited package U-AIS-02-136 Premium SaaS 1 Mar 08, 2023 Mar 07, 2024 78,000.00 78,000.00 Unlimited Unlocks and Extraction Annual Subscription U-AIS-02-139 Premium SAAS End 3 Mar 08, 2023 Mar 07, 2024 0.00 0.00 Point U-AIS-02-105 Cellebrite Premium 2 1,000.00 2,000.00 Adapter B-AIS-04-003 Premium SAAS End 3 Mar 08, 2023 Mar 07, 2024 0.00 0.00 Point Subscription U-AIS-02-139 Premium SAAS End 3 Mar 08, 2023 Mar 07, 2024 10,500.00 10,500.00 Point U-AIS-02-105 Cellebrite Premium 3 1,000.00 3,000.00 Adapter B-UFD-10-001 UFED4PC Ultimate 1 Mar 08, 2023 Mar 07, 2024 6,100.00 6,100.00 Subscription F-KAS-00-001 UFED Dongle Kit 1 75.00 75.00 F-UFD-05-003 UFED 413C HW Kit 1 600.00 600.00 SubTotal USD 136,875.00 Shipping & Handling USD 85.00 Sales Tax USD 0.00 Total USD 136,960.00 Quote Number: Q-289604-1 Prepared by Edeana Castillo Page 1 of 2 DocuSign Envelope ID: C65A73E6-747F-418E-B8C1-5B9384248743 Comments: Terms and Conditions: - Freight Terms: FCA (NJ) - Limited Warranty: Hardware: 12 Months; Software: 60 days; Touch Screen: 30 days - Quote is subjected to regulation approval. - General: Purchases of any products sold by Cellebrite are governed by httio:Hlegal.cellebrite.com/us/index.html - EULA: Software is licensed by Cellebrite in accordance with an end user license agreement available at https://Ieqal.cellebrite.com/End- User-License-Agreement.html - Advanced Services (CAS): Purchases of Cellebrite Advanced Services are governed by https:Hlegal.cellebrite.com/CB-us-us/index.html - Premium: The following terms apply only to the following products: Cellebrite Premium http://legal.cellebrite.com/intl/PremiumUS.htm - Pathfind er: httios:Hlegal.cellebrite.com/PF-Addendum.htm - Training Services: Subject to the terms and conditions at http://legal.cellebrite.com/inti/Training.htm - SaaS: htti)s://legal.cellebrite.com/Cellebrite-SaaS-Terms-of-Service-October-18-2021.htm In the event of any dispute as to which terms apply, Cellebrite shall have the right to reasonably determine which terms apply to a given purchase order. "SALES TAX DISCLAIMER: Cellebrite Inc. is required to collect Sales and Use Tax for purchases made from the following certain U.S. States. Orders are accepted with the understanding that such taxes and charges shall be added, as required by law. Where applicable, Cellebrite Inc. will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc. Cellebrite Inc. will not refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax, you must provide us with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc. Please include the following information on your PO for Cellebrite UFED purchase: - Please include the ORGINAL QUOTE NUMBER (For example - Q-XXXXX) on your PO - CONTACT NAME & NUMBER of individual purchasing and bill to address - E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality I, the undersigned, hereby confirm that I am authorized to sign this Order on behalf the engaging company ("Company"), and I hereby approve that my signature is legally binding upon the Company. By signing this Order I hereby confirm and approve that the terms and conditions with respect to the services described in this Order are the only terms and conditions that apply in this regard, and no other documents and/or forms and/or other terms and conditions shall apply. Signature & Stamp: m Effective Date: M a r 20, 2023 9 p Valerie Washington (Mar 20, 2023 10:44 CDT) Name (Print): Valerie Washington Titre: Assistant City Manager Please sign and email to Edeana Castillo at edeana.castillo@cellebrite.com Quote Number: Q-289604-1 Prepared by Edeana Castillo Page 2 of 2