HomeMy WebLinkAboutContract 52619 CSC No.52619
ADDENDUM TO QUOTE # 87931-2
BETWEEN
THE CITY OF FORT WORTH
AND
CELLEBRITE INC.
This Addendum to quote 87931 dated June 13,2019 ("Addendum") is entered into byand
between the Cellebrite, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the
"parties", for a purchase of licenses.
The Contract documents shall include the following:
1. The Quote 87931-2, including any terms and conditions referenced therein; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Quote 87931-2 (the
"Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by
a representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the Agreement as follows:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City(the"Effective Date") and shall expire one (1)year after
the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the
provisions of the Agreement or otherwise extended by the parties.The Agreement may be renewed
for four (4) one year options at City's option and subject to any price increases agreed to by the
parties, each a "Renewal Term." City shall provide Vendor with written notice of its intent to
renew at least thirty(30) days prior to the end of each term.
2. Termination.
a. Breach. If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten(10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
b. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without penalty or expense to the City of
OFFICIAL RECORD
CITY SECRETARY
Addendum FT W®RftYeiAf
any kind whatsoever, except as to the portions of the pay ments herein agreed upon for
which funds have been appropriated.
C. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall p4y Vendor for services actually
rendered up to the effective date of termination and Vendor shall continue to provide City
with services requested by City and in accordance with the Agreement up to the effective
date of termination. Upon termination of the Agreement for any reason, Vendor shall
provide City with copies of all completed or partially completed documents prepared under
the Agreement. In the event Vendor has received access to City information or data as a
requirement to perform services hereunder, Vendor shall return all City provided data to
City in a machine readable format or other format deemed acceptable to City.
3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
4. Law and Venue.The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County,Texas.To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
5. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions,the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide: a letter of self-insured status as
requested by Vendor.
Addendum Page 2 of 5
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. Indemnity. To the extent the Agreement, in any way,requires City to indemnify or
hold Vendor or any third party harmless from damages of any kind or character, City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable,City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
10. Confidential Information. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in
violation of the Act,City hereby objects to such provisions and such provisions are hereby deleted
from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary,City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
11. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
12. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under this Agreement, including completing the
Employment Eligibility Verification Form(I-9). Upon request by City, Vendor shall provide City
with copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Agreement. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY
CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR
LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S
EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice
to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than$100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code,City is prohibited from entering into a contract with
a company for 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
Addendum Page 3 of 5
contract. The terms "boycott Israel" and "company" shall hav, the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification 10 City that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
14. Right to Audit. Vendor agrees that City shall,until the expiration of three(3)years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor directly related to the Agreement.
Vendor agrees that City shall have access once per year and during normal working hours to all
necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable
advance notice of intended audits. Any such audit shall be conducted at the City's expense.
(Signature page follows)
Addendum Page 4 of 5
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: Jesus J.Chapa(Aug 2,20 9) ensuring all performance and reporting
Name: Jesus J.Chapa requirements.
Title: Assistant City Manager
w
By: Troy Lawrence Aug 1,2019)
APPROVAL RECOMMENDED: Name: Troy Lawrence
Title: Sergeant
Edwin Kraus APPROVED AS TO FORM AND
By: Edwin Kraus(Aug 2,2019) LEGALITY:
Name: Edwin Kraus
Title: Chief of Police
ATTEST: By: J trong(Aug 2,20199)
ame: ohn B.Strong
C3
itle: Assistant City Attorney
0 By: �' � `•. ONTRACT AUTHORIZATION:
Name: Mary J, Kayser ..., ••...• ° M&C: Not Applicable
Title: City Secretary Date Approved:
Form 1295 Certification No.:
VENDOR:
CELLEBRITE, INC.
Name: Derek Brown
Title: North America General Manager
OFFICIAL RECOR®
CITY SECRETARY
FT WORTH,TX
Addendum Page 5 of 5
Cellebrite Inc.
7 Campus Drive •'•+ Digital intelligence
Suite 210 ... Cellebrite for a safer world
Parsippany New Jersey 07054
United States
Tel.+1 201 848 8552
Fax.+1 201 848 9982 Quote
Tax ID#:22-3770059
DUNS:033095568 CAGE:4C9Q7 Quote# Q-87931-2 Company Website:http://www.cellebrite.com Date: Jun 13,2019
Bill To Ship To
Fort Worth Police Department Fort Worth Police Department
Police Fiscal&Equipment Management 505 West Felix Police Fiscal&Equipment Management
Fort Worth,Texas 76115 505 West Felix
United States Fort Worth,Texas 76115
United States
Contact:Troy Lawrence Contact:Troy Lawrence
Phone:8173924552 Phone:8173924552
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00025687 Jul 13,2019 Net 30 USD John Keenan
A-SOW-07-023 UFED Touch Ultimate SW 1 Aug 30,2019 Aug 29,2020 7209300, USD 3,700.00 USD 3,700.00 0.00
renewal 1862203518
UFED Touch Ultimate SW renewal
A-SOW-11-003 UFED VC ultimate SW 4 Jul 30,2019 Aug 29,2020 2137406265, USD 3,813.54 USD 15,254.16 0.00
renewal 546254557,
226498000,
16335501
UFED VC ultimate SW renewal
SubTotal USD 18,954.16
Shipping&Handling USD 0.00
Sales Tax(0.00%) USD 0.00
Total USD 18,954.16
Comments:
For further information please email Matthew Schwartz at matthew.schwartz@cellebrite.com or call+1 (973)206-7746
Terms and conditions:
Payment terms:Net 30;1.5%per month interest on late payment
Shipping:FCA,Parsippany,NJ,USA:Limited Warranty:Hardware:12 Months;Software:60 days;Touch Screen:30 days
-12 months software support included in initial purchase.The next support period purchased begins immediately at the end of the 12
months,i.e.,no gaps in support period are allowed.
Cellebrite has two different terms of sale.
Any purchase of unlocking services are governed by
http://le(ial.cellebrite.com/CB-us-us/index.htmi.
Any other purchases of products or services,including training,are governed by
http://Ie(ial.cellebrile.com/usrindex.html.
In addition to these terms,software is licensed by Cellebrite in accordance with an end user license agreement available at
http://Iegal.cellebrite.com/End-User-License-Agreement.htm.
In the event of any dispute as to which terns apply,Cellebrite shall have the right to reasonably determine which terms apply to a given
purchase order.
Quote Number:Q-87931-2
Prepared by Matthew Schwartz
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*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 ellebrite 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 PC
-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 futura functionality
I
Quote Number:Q-87931-2
Prepared by Matthew Schwartz
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