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HomeMy WebLinkAboutContract 61184CSC No. 61184 ADDENDUM TO SUBSCRIPTION SERVICES AGREEMENT BETWEEN THE CITY OF FORT WO TH AND LEADSONLINE LLC This Addendum to Subscription Services Agreement ("Addendum") is entered into by and between LeadsOnline LLC ("Leads") and the City of Fort Worth ("City"), collectively the "parties," for a purchase of licenses. The Contract documents (the "Agreement") shall include the following: 1. The Subscription Services Agreement (Exhibits "A," "B," "C," "D," and "E"); and 2. This Addendum. Notwithstanding any language to the contrary in the attached Subscription Services Agreement, the parties hereby stipulate by evidence of execution of this Addendum below by a representative of each parry 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. This Agreement shall begin on the date signed by the City's Assistant City Manager ("Effective Date") and shall expire on January 31, 2025 ("Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). The City shall have the option, in its sole discretion, to renew this Agreement under the same terms and conditions, for up to four (4) one-year renewal option(s) (each a "Renewal Term"), at City's sole discretion, and as set forth in more detail in the attached Exhibits "A," "B," "C," "D," and "E." 2. Termination. a. Convenience. Either City or Leads may terminate the Agreement at any time and for any reason by providing the other party with at least 30 days written notice of termination. City's termination of this Agreement without cause will not create any obligation to Leads for the refund of any portion of the subscription fee. b. 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 within 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. C. 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 Leads of such Addendum to Subscription Services Agreement OFFICIAL RECORD Page 1 of 18 CITY SECRETARY FT. WORTH, TX 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 any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Leads for services actually rendered up to the effective date of termination and Leads 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 and upon City's written request, Leads shall return any City provided data to City in the format City provided it unless otherwise mutually agreed. 3. Attornevs' Fees. Penalties. and Liauidated Damages. To the extent the Agreement purports to require 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. 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 purports 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. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement purports to require City to waive its rights or immunities as a government entity, such provisions are hereby deleted and shall have no force or effect. 6. Limitation of Liabilitv and Indemnity. To the extent the Agreement, in any way, purports to require City to indemnify or hold Leads 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. 7. IP Indemnitv. Leads will defend or settle any third -party claim against the City to the extent that such claim alleges that the Leads technology used to provide the web based service violates a copyright, patent, trademark, or other intellectual property right, if the City: promptly notifies Leads of the claim in writing; cooperates with Leads in the defense; and allows Leads to solely control the defense or settlement of the claim. Costs. Leads will pay infringement claim defense costs it incurs in defending the City, and Leads negotiated settlement amounts, and court awarded damages. Process. If such a claim appears likely, then Leads may modify the web -based service, procure the necessary rights, or replace it with the functional equivalent. If Leads determines that none of these are reasonably available, then Leads may terminate the web based service and refund any prepaid and unused fees. Exclusions. Leads has no obligation for any claim arising from: Leads' compliance with the City's designs, specification, instructions, or technical information; a combination of the web based service with other technology, data or aspects where the infringement would not occur but for the combination; use of the City provided information technology or aspects not provided by Leads. THIS SECTION CONTAINS THE CITY'S EXCLUSIVE REMEDIES AND LEADS' SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS. Addendum to Subscription Services Agreement Page 2 of 18 8. 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. 9. 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 purports to require 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 Leads. It will be the responsibility of Leads to submit reasons objecting to disclosure to the Office of the Texas Attorney General. 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. In the event there is a request for information City has or may retrieve from Leads' System, City will be solely responsible for reviewing and complying with exceptions to disclosure under the Texas Public Information Act prior to disclosure. 10. Addendum Controlling. If any provisions of the attached Subscription Services Agreement conflict with the terms herein, are prohibited by applicable law, or conflict with any applicable rule, regulation, or ordinance of City, the terms in this Addendum shall control. 11. Immigration and Nationalitv Act. Leads 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, Leads shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Leads 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 Leads employee who is not legally eligible to perform such services. LEADS SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY LEADS, LEADS' EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Leads, shall have the right to immediately terminate this Agreement for violations of this provision by Leads. 12. No Bovcott of Israel. If Leads has fewer than 10 full-time employees or the Agreement is for less than $100,000, this section does not apply. Leads acknowledges that in accordance with Chapter 2271 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 contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. T o t h e e x t e n t t h a t Chapter 2271 of the Government Code is applicable to this Agreement, by signing this Agreement, Leads certifies that Leads' signature provides written verification to City that Leads: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Addendum to Subscription Services Agreement Page 3 of 18 13. Right to Audit. Leads 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 Leads involving transactions relating to the Agreement. Leads agrees that City shall have access during normal working hours to all necessary Leads 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 Leads reasonable advance notice of intended audits. 14. Prohibition on Bovcotting Enerev Companies. If Leads has fewer than 10 full- time employees or the Agreement is for less than $100,000, this section does not apply. Leads acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services 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 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Leads certifies that Leads' signature provides written verification to the City that Leads: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 15. Prohibition on Discrimination Against Firearm and Ammunition Industries. If Leads has fewer than 10 full-time employees or the Agreement is for less than $100,000, this section does not apply. Leads acknowledges that except as otherwise provided by Chapter 2274 ofthe Texas Government Code, the City is prohibited from entering into a contract for goods or services 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Leads certifies that Leads' signature provides written verification to the City that Leads: (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. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Addendum to Subscription Services Agreement Page 4 of 18 ACCEPTED AND AGREED: 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: William Johnson (M r 26, 202415:49 CDT) ensuring all performance and reporting Name: William Johnson requirements. Title: Assistant City Manager Date: Mar 26, 2024 APPROVAL RECOMMENDED: By: Name: Loraine Coleman Title: Administrative Services Manager By; Rober A ar 26, 2024 13:54 CDT) APPROVED AS TO FORM AND Name: Robert A. Alldredge, Jr. LEGALITY: Title: Executive Assistant Chief ATTEST: �nqn s p9to 9 By; Name: Trey Qualls A °°ab nEop54pp Title: Assistant City Attorney By: Name: Jannette S. Goodall CONTRACT AUTHORIZATION: Title: City Secretary M&C: 24-0216 Date Approved: 3/19/2024 Form 1295 Certification No.: 2024-1108459 LEADSONLINE LLC By: _- Name: Alexander Finley Title: CEO OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum to Subscription Services Agreement Page 5 of 18 Exhibit A Lea ds Rn I i n e 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 leadsonlire.com Tall -Free (800) 311-2656 Real Time Crime • Celll-lawk - Toolbox SUBSCRIPTION SERVICES AGREEMENT This Subscription Services Agreement (Agreement) is between LeadsOnline LLC, a Delaware limited liability company (LeadsOnline), City of Fort Worth, Texas (Customer), and is effective as of the date of the last signature below. This Agreement contemplates one or more Order Forms for Services, which are governed by the terms of this Agreement. 1. SOFTWARE SERVICE. This Agreement and the applicable Order Form provide Customer access to and usage of an Intemet based software service, including, without limitation, its features, functions, and user interface, and underlying software, as specified on an Order Form and limited to the number of Eligible Users defined and listed on the Order Form (Service). 2. USE OF SERVICE. a. Customer Owned Data. All data, information, images, and files uploaded or otherwise entered by Customer into the Service remains the property of Customer, as between LeadsOnline and Customer (Customer Property). b. Responsibilities for Customer Property. Customer represents and warrants to LeadsOnline that Customer has provided all required notices and has obtained all required licenses, permissions, and consents regarding Customer Property for use within the Service under this Agreement. Customer grants LeadsOnline the right to use the Customer Property solely for Purposes of performing under this Agreement (which includes, without limitation, the right for LeadsOnline to enhance its technology and offerings). LeadsOnline will purge any or all Customer Property upon Customers written request. Customer may export its Customer Property as allowed by functionality within the Service. c. General Responsibilities. Customer must (1) ensure that access to Service and information produced by or derived from it is limited to the Purpose defined in the Order Form, (ii) maintain any data accessed, received or otherwise derived from Service according to all applicable statutes, laws and regulations for use and disclosure of non-public personal information, (iii) connect to Service only using devices and browsers with proper encryption, (iv) promptly notify LeadsOnline (within the Service or by email to support@leadsonline.com) when an Eligible User is no longer employed by Customer or is no longer authorized to access Service, (v) ensure that each Eligible User is acting within the bounds of their authority from Customer and within their legal rights to search, possess, enter, analyze and use, all information and data submitted to and received from the Service, (vi) refrain from any use, misuse or actions related to Service or Data that infringe, misappropriate, or otherwise violate any right of anyone, or that violate any applicable law, and ensure that any instructions or directives Customer gives to or regarding anyone do not conflict with applicable laws, and (vii) verify the accuracy, timeliness, context and relevance of information or communication from Service or personnel prior to taking action. Customer acknowledges that LeadsOnline does not enforce laws, does not provide legal advice, and does not claim to have authority or expertise in legal or law enforcement matters. d. Governmental Agency Public Records Clause. If Customer is a government agency and is required by law to permit the inspection and copying of public records, Customer acknowledges the Service contains information protected by exemptions to public disclosure laws in many states, and if Customer searches the Service in response to a request for Public Records, Customer is acting on its own accord. LeadsOnline does not grant Customer access to the Service for the Purpose of searching for or creating records to respond to a public records request when Customer did not have the record in its possession at the time of the request. e. Customer Responsibilities. Customer: (i) must keep its passwords secure and confidential and use industry -standard password management practices; (ii) is responsible for its access control policies and administration of access rights to its ecoountwithin the Service, the acts and omissions of its users, and the legality and accuracy of any data submitted to the Service, may not share any access credentials; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify LeadsOnline promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's technical documentation (including without limitation, video tutorials) and applicable law. f. LeadsOnline Support. LeadsOnline must provide Customer support for the Service under the terms of LeadsOnline's Customer Support Policy (Support), which is located at Ieadsonline.com/support. ® 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 6 of 18 Lead s Rn I i n e 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 Ieadscririe.con, Toll -Free 18001311-2656 Real Time Crime • CellHawk • Toolbox 3. WARRANTY DISCLAIMER, THE SERVICE IS PROVIDED 'AS IS' WITHOUT WARRANTY. LEADSONLINE DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE LEADSONLINE TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. While Customer acknowledges that the Service may not be error -free and may not fully meet Customer's expectations, LeadsOnline does warrant that the Service is free from defects that will substantially affect performance, and that it has used commercially available tools designed to discern that no viruses or other security defects are present. LeadsOnline further warrants that the Service will function substantially in accordance with the Order Form. LeadsOnline will not intentionally cause or introduce any defect, virus, Trojan horse, spyware, malware, or other program code designed to erase, disable, or otherwise harm or interfere with Customer's equipment, data, or other programs. LeadsOnllne cannot control the decisions and actions of Customer. LeadsOnline expressly disclaims and does not undertake or assume any duty, obligation or responsibility for any decisions, actions, reactions, responses, inaction by Customer or any other party as a result of or reliance on, in whole or in part, any use of the Service or information derived from it, or for any consequences or outcomes including death, injury, loss or damage to any property arising from or caused by any such actions decisions, reactions, responses, or inaction. Leads0 line shall indemnify, hold harmless, protect and defend Customer and its officials, officers, employees, agents and authorized volunteers (Indemnified Parties) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Service), attorney's fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by LeadsOnline in the performance of the Services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of the Service or information derived from the Service or any other breach of this Agreement by Customer. 4. PAYMENT. a. Fees and Payment. Customer must pay all fees as specified on the Order Form, but if not specified, then within 34 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT, and other similar taxes, and if required by law Customer is responsible for payment of such taxes. b. Nonpayment. LeadsOnline will provide electronic notice (within the Service) and notice to the email registered with LeadsOnline (Customer is responsible for maintaining an updated email address with LeadsOnline) of the non-payment of an open invoice. If the payment is not made within 7 days of the first notice, then LeadsOnline may suspend Service and Support until the amount is paid in full or terminate the Service upon 30 days' notice under Section 9(c). 5. MUTUAL CONFIDENTIALITY. a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). LeadsOnline's Confidential Information includes, without limitation, the Service. Customer's Confidential Information includes, without limitation, the Customer Property. b. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of Discloser for any Purpose outside the scope of this Agreement; and (i) limit access to Confidential Information of Discloser to those of its and its Affiliates' employees and contractors who need that access for Purposes consistent with this Agreement, and who have a legal obligation under law or policy regarding confidentiality or have signed confidentiality Agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this Agreement. 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 7 of 18 Lead s Rn I i n e 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 Ieadscrine.con, Toll -Free 18001311-2656 Real Time Crime • CellHawk • Toolbox c, Exclusions. Confidential Information excludes information that; (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order unless otherwise directed by the court. 6. INFORMATION SECURITY. a. Data Security Measures. To protect Customer Property from unauthorized disclosure, alteration, or misuse, LeadsOnline shall. I. agree to the terms of the Federal Bureau of Investigation Criminal Justice Information Services (FBI CJIS) Security Addendum. ii. ensure that LeadsOnline personnel with unescorted access to unencrypted Customer Property and/or physically secure locations have a) completed CJIS Security Awareness Training and have passed the Level Four CJIS Security Test designed for Information technology personnel (system administrators, security administrators, network administrator and b) submitted to and successfully passed state of residency and national fingerprint - based record checks. iii. apply appropriate controls according to the Al Trust Services Criteria for Security so as to maintain a secure environment for all Customer Property. iv. maintain proper encryption of data in transit using 256-Bit Transport Layer Security (TLS) and at rest using FPS 140-2 standards, v. maintain advanced firewall and intrusion protection, database partitioning, patch management, account management, identification and authentication, configuration management and third -party application and network penetration tests. vi. log events relative to access and use of the Services; maintain and protect logs from disclosure, alteration, or misuse. vii. respond to security incidents; In the event of a data breach (as defined by applicable law), of Customer Property, LeadsOnline will act to eliminate the breach, preserve forensic evidence, and notify Customerwithout undue delay. LeadsOnline shall have no obligation to notify consumers or regulatory authorities of a breach of Customer data that was not the result of a data security incident experienced by LeadsOnline. viii. purge any Customer Property upon Customers written request. 1 7. INSURANCE. LeadsOnline shall maintain insurance policies for property, general liability, auto, workers compensation, errors and omissions/cyber liability insurance. Certificates of Insurance adding Customer as Additional Insured to be provided upon request. 8. PROPERTY. a. Reservation of Rights. LeadsOnline and its licensors are the sole owners of the Service, including all associated intellectual property rights, and they remain only with LeadsOnline. Customer may not remove or modify any proprietary marking or restrictive legends In the Service. LeadsOnline reserves all rights that are not expressly granted in this Agreement. b. Restrictions. Customer may not. (i) share, provide, sell, resell, rent, or lease the Service or use it in a service -provider capacity or allow access to the Service or its output by a third party,; (ii) use the Service to store or transmit unsolicited marketing emails, libelous, or otherwise objectionable, unlawful, or tortious material, or to store or transmit infringing material in violation of third party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks or use any automated means to monitor, access or copy any data from the Service; (v) reverse engineer the Service; or (vi) access the Service to build 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 8 of 18 Lead s Rn I i n e 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 Ieadscrine.con, Toll -Free 18001311-2656 Real Time Crime • CellHawk • Toolbox a competitive service or product, or copy any feature, function, or graphic. LeadsOnline may suspend Service to Customer if LeadsOnline believes in good faith that Customer's use of the Service poses threat to the security, availability, or legality of the Service; in such event, LeadsOnline will work with Customer to address the issue and restore Service as quickly as possible. c. Audit Information. LeadsOnline logs events related to user registration, contacts, access, and use of the Services for legal, audit, security, and support Purposes (Audit Information). Audit Information is not Customer Property. 9. TERM AND TERMINATION. a. Tern. This Agreement continues until the 30th day after all Order Forms have expired or earlier terminated as provided below. b. Tern of Order Forms. The term of each Order Form is specified in the Order Form. c. Mutual Termination for Material Breach. If either party is in material breach of this Agreement, the other party may terminate this Agreement at the end of a written 30-day notice/cure period if the breach has not been cured. d. Termination by Mutual Consent, This Agreement and/or any Order Form may be terminated by the mutual consent of both parties. e. Government Customers. Termination of an Order Form due to non -appropriation of funds. Government Customers may terminate services in an Order Form by providing sixty (60) days' written notice to LeadsOnline prior to the next contract year if funding to make the next scheduled payment is not duly appropriated and authorized. f. Return of Customer Property. • Within 60 days after termination, upon written or electronic request LeadsOnline will make the Service available for Customer to export Customer Property as provided in Section 2(a). • Aftersuch 60-day period, LeadsOnline has no obligation to maintain the Customer Property and may destroy it. 10. LIABILITY LIMIT. a. EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT ALLOWED BY LAW, LEADSONLINE IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGE OR LOSS. b. TOTAL LIMIT ON LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT FOR LEADSONLINE'S INDEMNITY OBLIGATIONS, LEADSONLINE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12-MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY, EXCEPT THAT THE ABOVE LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS FOR THE SERVICE. 11. GOVERNING LAW AND FORUM. Government Customers. This Agreement is governed by the laws of the State of Texas (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for the County where Customer is located (Tarrant County, Texas), and each party submits to this personal jurisdiction and venue. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. 12. OTHER TERMS. a. Entire Agreement and Changes. This Agreement and the Order Form constitute the entire Agreement between the parties and supersede any prior or contemporaneous negotiations or Agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. 4 Addendum to Subscription Services Agreement Page 9 of 18 Lead s Rn I i n e 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plane, TX 75024 Fax (972) 361-0901 leadsarfne.com Toll -Free 18001311-2656 Real Time Crime • CellHawk • Toolbox included in this Agreement, No representation, promise, or inducement not included in this Agreement is binding. No modification or waiver of any term of this Agreement is effective unless both parties sign an amendment to this Agreement. b. No Assignment. Neither party may assign or transfer this Agreement to a third party, except that the Agreement and all Order Forms may be assigned without the consent of the other party as part of a merger or sale of all or substantially all a party's businesses, assets, not involving a competitor of the other party, or at any time to an Affiliate. c. Export Compliance, The Service and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied -party list. Neither party will permit its personnel or representatives to access any Service in a U.S.-embargoed country or in violation of any applicable export law or regulation. d. Independent Contractors. The parties are independent contractors with respect to each other, and neither party is an employee, or partner of the other party or the other party's Affiliates. e. Enforceability and Force Majeure. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities. f. Money Damages Insufficient Any breach by a party of this Agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this Agreement. g. Taxes, Licenses, Perm its and Certifications. LeadsOnline further understands and agrees that it is responsible for the payment of all applicable Federal, State, and Local income and property taxes. h. Notices. Any notice or other communication herein shall be in writing and shall be sent via a method permitting confirmed receipt (such as registered U.S. mail or an overnight courier service such as Fed Ex) to the addresses as set forth on the signature page, or to such other address as any one party shall advise the other in writing. i. Records Retention ! Right to Audit. Customer shall, until the expiration of three (3) years after final payment under the Agreement, have the right to access and the right to examine and photocopy any directly pertinent books, documents, papers, and records, whether electronic or hardcopy (Records) of LeadsOnline supporting transactions under this Agreement to ensure compliance herewith. The Customer shall have the right to access LeadsOnline's Records during normal working hours and shall provide LeadsOnline with reasonable advance notice of intended audits, but not less than ten (10) business days. Safety and Security Rules. LeadsOnline will abide by applicable safety and security rules iflwhen LeadsOnline personnel are on Customer's premises. The parties acknowledge that all services provided under this Agreement are performed from LeadsOnline's facilities, and LeadsOnline does not physically come to Customer for purposes of providing any services related to this Agreement. k. ADA, OSHA and Equal Opportunity. LeadsOnline shall comply with the applicable provisions of the Americans with Disabilities Act (ADA), Oocupational/Safety and Health Act (OSHA) and State and Federal Equal Opportunity Statutes, as well as all applicable rules and regulations promulgated thereunder. I. Nondiscrimination. LeadsOnline is an equal opportunity employer and makes decisions related to compensation and all terms, conditions, or privileges of employment on the basis of merit. LeadsOnline shall prohibit discrimination based on any consideration made unlawful by federal, state, or local laws. in. Ethics Policy. LeadsOnline shall not offer, give, or agree to give any Customer employee or Customer official a gratuity or an offer of employment in connection with any decision, approval, recommendation, or any purchase request, influencing the content of any specification or procurement standard or a contract or subcontract or to any solicitation. n. E-Verify. LeadsOnline has registered with and will continue to participate in the E-Verify Program operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA) to verify the work authorization status of all newly hired employees employed by LeadsOnline. o. Section 508 Compliance. LeadsOnline shall provide end users with the ability to access the website to register and provide information updates to receive the services or goods herein in accordance with the accessibility requirements of Section 508 Amendment to the Rehabilitation Act of 1973 (29 U.S.0 § 794(d)). 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 10 of 18 LeadsRnline Real Time Crime • CellHawk • Toolbox 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 Ieadscri rie.com Toll -Free (800i 311-2656 p. Iran Divestment Act. LeadsOnline hereby certifies that it is not engaged in any business activities in Iran, is not identified as an ineligible company on any State's list of Iran -linked companies. LeadsOnline will not knowingly utilize on this Agreement any subcontractor that it is not an Iran -Linked Business. q. Divestment From Companies That Boycott Israel. LeadsOnline is not on any list of companies engaged in a boycott of Israel and that it will not knowingly utilize any subcontractor engaged in a boycott of Israel. r. Suspension and Debarment. LeadsOnline nor its agents or subcontractors are debarred, suspended from contracting by or with any Federal or State department or agency. Any contract entered into with a contractor or subcontractor that has been debarred or suspended, declared ineligible or voluntarily excluded from contracting with or by any Federal or State department or agency may be terminated at the sole discretion of Customer. s. No Additional Terms. LeadsOnline rejects additional or conflicting terms of a Customer's form -purchasing document. It. Order of Precedence. If there is an inconsistency between this Agreement and an Order Form, the Order Form prevails. u. Survival of Terms. All provisions of this Agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights, and such other provisions that by fair implication require performance beyond the term of this Agreement shall survive expiration or termination of this Agreement until fully performed or otherwise are inapplicable. v. Feedback. If Customer provides feedback or suggestions about the Service, then LeadsOnline (and those it allows to use its technology) may use such information without obligation to Customer. 13. SIGNATURES. Each representative identified below represents and warrants that it has the full power, right and authority to enter into this Agreement on behaff of its respective party. LeadsOnline LLC (LeadsOnline) Signature/ Printed Name: Alexander Finley Title: CEO Date: March 15, 2024 Address: 6900 Dallas Parkway, Suite 825 Plano, TX 75024.4200 City of Fort Worth, Texas (Customer) Signaturp- William Johnson (M r26, 202415:49 CDT) Printed Name: William Johnson Title: Assistant City Manager Date: M a r 26, 2024 Address: 505 West Felix Street Fort Worth, TX 76112 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 11 of 18 Exhibit B 6900 Dallas Parkway, Su€te 825 Phone (9721 361-0900 LeadsRnline Plano, TX 75024 Fox(9721361-0901 leadsonline.ccm Toll -Free (800) 311-2656 SUBSCRIPTION SERVICES AGREEMENT — EXHIBIT B INSURANCE ACd CERTIFICATE OF LIABILITY INSURANCE DATEIMWDDYYY" 9n12024 I lOY612023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHDRIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTAN-I': If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADgFDONAL INSURED provisions or be endorsed. It SUBROGATION IS WAIVED. Suhjeet to the Terl and Conditions of the policy, Certain policies may require an endOfsemeri A Statement On this certificate does out confer rights to the certificate holder in lieu of such endorsernentlsl. PRODUCER Loclrtow Companies l"IIk IAC:l NAME 1195 Ateuue of the Americas; Suite 2010 nloi� Ewa e .. M. ryX- IRfC. Not. New York NY IN36 J,WL 646-572-7300 AOOFffSs: INSURE1431 AFFUROING COVERAGE MW# INsur w�HaiilFueInsurance CoiumUry 19692 I UD Le &O.d—PmeotLLC 1ksjRERe:Tn=bullInsuranceComoanv 27120 1531533 dbaLea&0linILLC INsLRERc.Ha[tfoldCasualty IaswAnoeCAmDauv 29424 690 Dallas Parkway, Ste 925 INsuem D :-- SEE =ACIINMNT Plano TX 75024 INSURER E In&- Harbor Insta lre CC-P-y 36940 j IkSURER F _ 1 COVERAGES CERTIFICATE NUMBER: 19947293 REVISION NUMBER: 707C THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED EELOW HAVE BEEN LSSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTADHSTANOWG ANY REIXAREMENLT, TERM OR CONDITON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITON5 OF SUCH 'OUCIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY 'AID CLAIMS. LTR TYPE OF FNSI1RAl/CE AOOLs o POLICY NUMBER fmm O�iM1-"y IA\11Eff 10 Y'f7 LOM A X OO ERCIALGENERALUAl N0 N 42UUNAZ7IFN 9112023 9;1h024 EACH OCCURRENCE r S1,OOD,000 I.NE101SFC Ifv 1 V Rtle I nAAr,LSMAOE � P ocerax IeFYLSI i $1.000.000 MED EXP(An —P—) r $10.000 PERSON&II. A➢ NLIURY L XX7QL7�.7C= GERLAGGREGATEUMITAPPLIESPEH GEI�tALAGGIlEGATE i $1)<)0-000 X POUCY ❑ JPECT 71. PRODlrCTS-COhtPA7PAw i $2-00 -000 OTHER i B auraroRI IL RUTY AI N 42LTKAF7890 9111 m 9IL12024 E, sivDLE ue'vT i 51.000.000 X ANY AUTO I BODILY INAIRY IPer w—) iJ0CX)CX f,X OWNED S& BODILY INJURY (Paaoiaenl) i ] OCX ALTOS ONLY AUTOS X KRED AUTOSONLY X N�oTr"WINNED IPROFERTY Pa .DAMAGE i C X IOTA UAIR T OCC, N N 42)GIOAZ7W5X E%CESS LIAR CIAIM:-MADE LIED RET 10N5 10.000 Yed►i�x lTL3ATIDk D AND EWLOY w N 4207£A771'FA YIN1-Ins-ur ANYpROP PIE7W. AR7RERCXECLnWE CFRtCERMEMBERE Clllae.? N MIA X iq des D F1,l OF 01'QtATPD%b9- £ Pr0fi=I0EA1 N N MrP9046727W LiabiLtyiCyl— i XKXXXXX 9112023 9!I2024 EACH OCCURRENCE i $5-000-000 AGGREGATE i $5-000.000 r XXXXXXX 9110023 91LnW4 X I &'Tl I'M EL EACH ACCIDENT I $i_DDO Di1D E101SEASE-EAENPL S S1.000_000 E.LDISEkSE-POUCYLIhiT i $1-000.000 WI2023 WLr2024 Fa i Ocnaeace $5.000,00 AggreGate $s 000 Rao Rel�Gaa S100.000 DESCRIPTION OF OPERATIONS I LOCATIONS f VWICLES!ACORO let Adifift" Re[f1 scheduler be Athed a —space re repw.edl CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANC ELLEB BEFORE 19947293 THE EXPiRATON DATE THEREOF, NOTICE WILL BE DELIVERED IN Ki.sk Manager ACCORDANCE WITH THE POLICY PROVIS IONS. Buyer of Fort Worth 200 Texas Street AUTxaIUED REPR�'Kw`mrVE Fort Worl TX 76102 �� .t l� L j r M 1988-2015 ACORD CORPORATION. 1 rights reserved. ACORD 2512016103) The ACORD name and logo are registered marks of ACORD Addendum to Subscription Services Agreement Page 12 of 18 Exhibit C 690D Dallas Parkway, Suite 875 Phone (972) 361-0900 Leads' —dine Plano, TX 75D24 Fox (972) 361-0901 leadsonllne-corn Toll -Free (800) 311-2656 LEADSONLINE ORDER FORM: POWERPLUS CUSTOMER: CITY OF FORT WORTH, TEXAS UNIT: POLICE DEPARTMENT ORDER FORM NO.: 132-SQ-01404 1. SERVICE. LeadsOnline PowerPlus Investigation System Service for Law Enforcement Agency users (Service). Customer represents that it is a law enforcement agency or governing body of a law enforcement agency, an entity duly authorized by municipal, state county or federal government to enforce laws or investigate crimes, and the Eligible Users are employed by Customer in the Unit listed at the top of this Order Form. 2. PURPOSE. Law Enforcement Use: Exclusively for the official law enforcement agency duties of Customer's Unit; information retrieved from the Service is for the exclusive use of Eligible Users with the exception of disclosure necessary to investigate and prosecute crimes within the jurisdiction of and investigated by Customer's Unit. 3. DEFINITIONS. Audit Records means records audit records retained for administrative, legal, audit, or other operational purposes. Audit Records are protected from modification, deletion and unauthorized access and are retained for a minimum of one (1) year. Deconfliction Data means the subset of data provided to be made aware of activity by another Law Enforcement Official or Law Enforcement Customer regarding a matching person, person of interest, phone number, device identifier, item of property, location, vehicle or other data element to facilitate the benefits of coordinated investigative efforts by Law Enforcement Officials. Law Enforcement Official means a person employed by and authorized by a Law Enforcement Customer to, in their official duties, access or submit data according to the terms of this agreement. Reporting Business means any entity that records Transaction Data regarding the receipt or other disposition of merchandise or materials and reports such Transaction Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise. Repository Data means data and any other information LeadsOnline has received from entities other than the Customer. Transaction Data means information provided by Reporting Businesses and Law Enforcement Agencies about transactions, including, but not limited to, the transaction number, make, model, property description, serial number, name, address, identification number, telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise. Analysis Files means records electronically submitted by a Customer to the Service for automated analysis. Analysis Files include but are not limited to unstructured images, video, audio or text submitted, and data related to communications or movements of devices, vehicles and other entities, reference data for identifying locations including cell site lists, landmarks, and locations related to crimes. Analysis Files are Customer Property. 4. SERVICE RECIPIENT AND ELIGIBLE USERS. Service Recipient: An unlimited number of authorized personnel of Customer in its Police Department, each with a unique login (Eligible Users). • Eligible User logins may not be shared and individuals who are not Eligible Users may not access the Service. • During initial onboarding, Customer may provide LeadsOnline with the names and email addresses of Eligible Users. 5. TERM, SERVICE PERIODS AND SUBSCRIPTION FEES. Order Term: This Order Form will become effective as of the Effective Date and remain in effect through the Service Periods listed below (Initial Tenn) and any renewal Service Periods or until termination by LeadsOnline or Customer as described below. The Effective Date shall be defined as the date of the last signature below. Price Not to Exceed. LeadsOnline shall provide the Service set forth hereinabove, in consideration for payment of no more than $684,174.00 during the five-year (5) Initial Term. C 2000-2024 LeadsOnlins, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 13 of 18 LeadsRnline SERVICE PERIOD Start Date through January 31, 2025 February 1, 2025 through January 31, 2026 February 1, 2026 through January 31, 2027 February 1, 2027 through January 31, 2028 February 1, 2028 through January 31, 2029 6900 Dallas Park -Way, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 leadsonllne.com Toll -Free (800) 311-2656 DUE DATE AMOUNT Due upon execution of this Order Form $107,542 Due on or before February 1, 2025 $127,025 Due on or before February 1, 2026 $137,822 Due on or before February 1, 2027 $149,537 Due on or before February 1, 2028 $162,248 Renewals: Neither party is obligated to renew this Order Form. Prior to the expiration of the Initial Term or any renewal term, the parties may renew this Order Form for an additional one-year term by LeadsOnline's submission of a valid invoice to Customer for the renewal Service Period at then -current pricing and Customer's payment of such invoice within thirty (30) days of renewal. S. SERVICE DESCRIPTION. CAPABILITY DESCRIPTION Nationwide search access through pawn shop, secondhand store and scrap metal recycler transactions. Unlimited accounts/searches for your personnel working your cases. Continuous saved searches alert investigators to persons or property after. PowerPlus Results include of images 9 property, sellers, vehicles, thumbprints, etc. as reported. Nationwide Search Robust identity resolution to spot suspect activity when identifiers are incorrect or out of date. Possible associates report to identify other leads in cases. Advanced property identification to overcome incomplete descriptions and missing information. Daily Stats (hits and statistics for each user). Nationwide Benefit from coordinated investigative efforts through pointers to the records of other Law Inter -Agency Enforcement Agencies when users match on persons, property, devices, vehicles, and other entities. Deconfliction System Phone Forensic Upload files from device extraction tools (i.e., Cellebrite, XRY, Oxygen) to find identify and link Extraction Search activity of suspects. NCIC Stolen Property Automated alerts on property including guns, articles and vehicles from your cases found within and Notification outside of your jurisdiction. Person 1 Property Notification Automatic alerts on suspects, wanted persons and stolen property from your agency s lists. Free online reporting system for all pawn/secondhand stores. Easy reporting for businesses. Compliance Compatible with point -of -sale systems. Management Property hold management system. Message Inbox for alerts and communication to and from businesses in your jurisdiction. Unlimited technical support for reporting businesses. OfferUp & eBay Identify persons in your cases when evidence is found in online listings. Marketplace Access Unlimited Support Updates, training and support for Customer personnel and businesses. CompStat Mapping Visualize suspect activity within and outside your jurisdiction. System LeadsOnline Automated search warrant generation, automated phone lookups, repository of training materials, Toolbox video tutorials, templates, resources, software, process guides, carrier and network specifications, contacts, subject matter assistance and other content relevant to criminal investigations. C 2000-2024 LeadsOnlins, LLC. Confidential Information. All rights reserved. 2 Addendum to Subscription Services Agreement Page 14 of 18 6906 Dallas Park -Way, Suite 825 Phone (972) 361-0900 Leads' —dine Plano, TX 75D24 Fax (972) 361-0901 leadsonllne.com Toll -Free (800) 311-2656 Statement Identify inconsistencies and opportunities for follow-up in statements. Analyzer Citizen Property Community engagement for improved reporting in property crimes. Inventory System 7. ONBOARDING, TRAINING AND TECHNICAL SUPPORT. • Eligible Users register for a user account at www.leadsonline.com; Customer may provide lists of Eligible Users for expedited processing. • LeadsOnline Support will activate Eligible Users and provide training via in-app instructions, videos and live support. • Technical support services for non -critical issues, training and general assistance are provided to end -users in the form of unlimited email and/or telephone support, Monday through Friday 7:00 AM — 5:30 PM CST via toll -free at (800) 311-2656 or support@leadsonline.com. a. MISC. This Order Form is attached to and incorporated into the Subscription Services Agreement between Customer and LeadsOnline dated (Agreement). This Order Form is governed by the terms of the Agreement between the parties. All terms not defined in this Order Form have the meanings ascribed to such terms in the Agreement. This Order Form and the Agreement constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements, and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this Order Form is effective unless both parties sign an amendment to this Order Form. LeadsOnline may include a purchase order number on Customer's invoice solely for Customer's internal payment and record keeping processes, but any terms within any purchase order in response to a quote, order form or invoice will not modify or enlarge the obligations or liabilities of either party even if the parties sign it. LeadsOnline LLC (LeadsOnlins) Signature: Printed Name: Alexander Finley Title: CEO Date: March 15, 204 Address: 6900 Dallas Parkway, Suite 825 Plano, TX 76024-4200 City of Fort Worth, Texas (Customer) Signature• WiIlia mJohnson ( r26,202415:49CDT) Printed Name: William Johnson Title: Assistant City Manager Date: Mar 26, 2024 Address: 505 West Felix Street Fort Worth, TX 76112 C 2000-2024 LeadsOnlins, U.C. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 15 of 18 Exhibit D Leads I i ne 6900 Dallas Parkway, TXSuite025 Phone (972) 361-0901 Plano, TX 7502A Fax 1972i 361-0901 leadsonline.com Toll -Free (8001 311-2656 Real Time Crime - CeIlHawk • Toolbox LEADSONLINE ORDER FORM: CELLHAWK AGENCY SUBSCRIPTION CUSTOMER: CITY OF FORT WORTH, TEXAS UNIT: POLICE DEPARTMENT ORDER FORM NO.: 132-C7-SO-01400 1. SERVICE. LeadsOnline CeIlHawk Cell Phone Mapping & Analysis System for Law Enforcement Agency users (Service). Customer represents that it is a law enforcement agency or governing body of a law enforcement agency, an entity duly authorized by municipal, state county or federal government to enforce laws or investigate crimes, and the Eligible Users are employed by Customer in the Unit listed at the top of this Order Form. 2. PURPOSE. Law Enforcement Use: Exclusively for the official law enforcement agency duties of Customer's Unit; information retrieved from the Service is for the exclusive use of Eligible Users with the exception of disclosure necessary to investigate and prosecute crimes within the jurisdiction of and investigated by Customer's Unit. 3. DEFINITIONS. Analysis Files are records electronically submitted by a Customer to the Service for automated analysis including but not limited to unstructured images, video, audio or text submitted, and data related to communications or movements of devices, vehicles and other entities, reference data for identifying locations including cell site lists, landmarks, and locations related to crimes). Analysis Files are typically generated by telecommunications network providers and systems, app providers, computers, extraction systems and are provided to Customer via a legal process or voluntarily by persons with the right to provide them. Analysis Files are Customer Property. 4, SERVICE RECIPIENT AND ELIGIBLE USERS. Capacity and Eligible User: No more than 10 named individual employees of Customer in its Police Department, each with a unique login (Eligible Users). • Eligible User logins may not be shared and individuals in a division who are not Eligible Users may not access the Service. • During initial onboarding, Customer must provide LeadsOnline with the names and email addresses of Eligible Users (Customer may revise its Eligible Users Form a reasonable number of times each year) • Access to Analysis Files is limited to Eligible Users for Services on this Order Form, but may be shared with eligible users of other order forms if directed by Customer. Maximum number of rows allowed: Unlimited 5. TERM, SERVICE PERIODS AND SUBSCRIPTION FEES. Order Term: This Order Form will become effective as of the Effective Date and remain in effect through the Service Periods listed below (Initial Term) and any renewal Service Periods or until termination by LeadsOnline or Customer as described below. The Effective Date shall be defined as the date of the last signature below. Price Not to Exceed. LeadsOnline shall provide the Service set forth hereinabove, in consideration for payment of no more than $33,597.00 during the five-year (5) Initial Term. SERVICE PERIOD DUE DATE AMOUNT Start Date through January 31, 2025 Due upon execution of this Order Form $6,175 February 1, 2025 through January 31, 2026 Due on or before February 1, 2025 $6,360 February 1, 2026 through January 31, 2027 Due on or before February 1, 2026 $6,551 February 1, 2027 through January 31, 2028 Due on or before February 1, 2027 $7,010 February 1, 2028 through January 31, 2029 Due on or before February 1, 2028 $7,501 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 16 of 18 Leads Rijline Real Time Crime • CeIlHawk - Toolbox 6900 Dallas Parkway, Suite 825 Phone (972) 361-0900 Plano, TX 75024 Fax (972) 361-0901 lecdsonline.com Toll -Free 18001311-2656 Renewals: Neither party is obligated to renew this Order Form. Prior to the expiration of the Initial Term or any renewal term, the parties may renew this Order Form for an additional one-year term by LeadsOnline's submission of a valid invoice to Customer for the renewal Service Period at then -current pricing and Customer's payment of such invoice within thirty (30) days of renewal. 6. FEATURES. SERVICE FEATURES LeadsOnline Upload Analysis Files to analyze communications or movements of devices, vehicles and other CeIlHawk System entities, reference data for identifying locations including cell site lists, landmarks, and locations related to crimes. LeadsOnline Create a Live Ping with any carrier and direct notifications from any carrier to route to your users Live Ping System and to LeadsOnline CeIlHawk for mapping, filtering, and analysis. LeadsOnline Benefit from coordinated investigative efforts through pointers to the records of other Law Deconfliction System Enforcement Agencies when users match on persons, property, devices, vehicles, and other entities. Use LeadsOnline's automated search warrant generation, automated phone lookups, repository LeadsOnline of training materials, video tutorials, templates, resources, software, process guides, carrier and Toolbox network specifications, contacts, subject matter assistance and other content relevant to criminal investigations. 7. TRAINING AND REMOTE TECHNICAL SUPPORT. • One -Hour Online New User CeIlHawk Basic Training class. ✓ Additional courses available via LeadsOnline CeIlHawk Training Portal. -,'Other on -demand training webinars on digital evidence analysis are available In the LeadsOnline Toolbox. • Technical Support program is described at leadsonline.com/support. 8. MISC. This Order Form is attached to and incorporated into the Subscription Services Agreement between Customer and LeadsOnline dated (Agreement). This Order Form is governed by the terms of the Agreement between the parties. All terms not defined in this Order Form have the meanings ascribed to such terms in the Agreement. This Order Form and the Agreement constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements, and representations, whether oral or written, related to this subject matter. No modification or waiver of any term of this Order Form is effective unless both parties sign an amendment to this Order Form. LeadsOnline may include a purchase order number on Customer's invoice solely for Customer's internal payment and record keeping processes, but any terms within any purchase order in response to a quote, order form or invoice will not modify or enlarge the obligations or liabilities of either party even if the parties sign it. LeadsOnline LLC (LeadsOnline) Signature: Printed Name Alexander Finley ey Title: CEO Date: March 15, 2024 Address: 6900 Dallas Parkway, Suite 825 Plano, TX 75024A200 City of Fort Worth, Texas , (Customer) Signature: G &4� 7J--, W'i Ilia rn Johnson l 26. 2024 15.49 CDT; Printed Name: William Johnson Title: Assistant City Manager Date: M a r 26, 2024 Address: 505 West Felix Street Fort Worth. TX 76112 0 2000-2024 LeadsOnline, LLC. Confidential Information. All rights reserved. Addendum to Subscription Services Agreement Page 17 of 18 Exhibit E The following terms will speak to the pricing associated with this agreement: • From the Effective Date through the Expiration Date of January 31, 2025: $113,717.00 Annual Payment • Total amount of the five-year agreement will not exceed $684,174.00 for the LeadsOnline PowerPlus Investigation System Subscription Service • Total amount of the five-year agreement will not exceed $33,597.00 for the LeadsOnline CellHawk Cell Phone Mapping and Analysis System Subscription Service Addendum to Subscription Services Agreement Page 18 of 18 City of Fort Worth, Texas Mayor and Council Communication DATE: 03/19/24 M&C FILE NUMBER: M&C 24-0216 LOG NAME: 35LEADSONLINE SUBSCRIPTION SERVICE SUBJECT (ALL) Authorize Execution of a Sole Source Agreement with LeadsOnline in the Amount of $113,717.00 for the First Year for LeadsOnline PowerPlus and CellHawk Subscription Services with Four Additional OneYear Term Options to Renew for the Police Department [7XddiyiILyil=10U7_1111[dZA It is recommended that the City Council authorize execution of a Sole Source Agreement with LeadsOnline in the amount of $113,717.00 for the first year for LeadsOnline PowerPlus and CellHawk subscription services with four additional one year term options to renew for the Police Department. DISCUSSION: LeadsOnline is a proprietary investigative software system used by the Police Department since 2013. LeadsOnline PowerPlus subscription allows the City of Fort Worth Police Department (Police) to conduct nationwide searches of pawn shops, secondhand stores, and scrap metal recyclers for stolen merchandise or scrap metal. LeadsOnline CellHawk is a proprietary cell phone mapping and analysis system for use by law enforcement. The LeadsOnline PowerPlus database consolidates and analyzes transactional information from scrap metal dealers, secondhand sales, pawn shops, gold buyers, and electronic sales sites like OfferUp and eBay to assist law enforcement agencies in deterring scrap metal and property theft. LeadsOnline connects Police investigators to approximately 1.7 billion transaction records, from over 25,000 businesses and to a network of more than 6,000 law enforcement agencies throughout the United States. LeadsOnline CellHawk cell phone mapping and analysis service provides Police with the ability to upload, map and analyze Portable Document Format (PDF) files from AT&T and display all cell sites from each cell phone carrier, not just the one used by a cell phone. CellHawk allows Police to filter cell phone information on multiple parameters based on date, time, direction, day of the week, time of day, including and excluding a specific outside number, completely inclusive under one application. Since 2013, Police paid $42,440.00 per year for LeadsOnline through January 31, 2023. During that ten-year period, over 2,000 businesses have been added to those reporting into the platform, along with more than 700,000,000 digital images and 27,000,000 unique phone numbers. Other enhancements to the LeadsOnline platform included: • 2016: LeadsOnline launched the Image Search module to assist law enforcement in the identification of suspects, victims, and stolen property. • 2018: LeadsOnline started the Phone Forensics module to compare phone numbers with a phone extract from the platform and established a strategic partnership with OfferUp, a web -based citizen -to -citizen platform for selling property, giving law enforcement access directly through the LeadsOnline interface. • 2021: LeadsOnline created the ability to provide automated save, search, and hit notifications to law enforcement users. • 2022: LeadsOnline acquired Business Watch International to provide a more comprehensive network of information and bought Hawk Analytics which operated CellHawk phone mapping and analysis services. • 2023: LeadsOnline acquired Forensic Technology, creating the technology and instruments to investigate cases associated with firearms ballistic evidence. LeadsOnline now provides 300,000 daily transactions from 25,000 private sector businesses along with 1 billion digital images available for law enforcement investigations. In 2022, LeadsOnline notified Police that rate for a similar -sized agency would be $127,025.00, due to LeadsOnline developing its proprietary software from a pawn shop database to an investigative platform. In 2023, City Secretary Contract 59050 was executed for a one-year period for an annual amount of $91,525.00. The five-year costs below will bring Police into alignment with LeadsOnline pricing platform for similar -sized law enforcement agencies with access to all current and future platform enhancements. Five-year costs for LeadsOnline PowerPlus Investigation System Service are listed below. Beginning in 2025, the annual increase for the subscription services will increase by 8.5%. Year Amount 2024 $107,542.00 2025 $127,025.00 2026 $137,822.00 2027 $149,537.00 2028 $162,248.00 TOTAL $684,174.00 Costs for adding CeIlHawk cell phone mapping and analysis system subscription for the same five-year period are listed below. The annual increase for the CeIlHawk subscription is approximately 3%. Year Amount 2024 $6,175.00 2025 $6,360.00 2026 $6,551.00 2027 $7,010.00 2028 $7,501.00 TOTAL $33,597.00 Funding is budgeted in the Other Contractual Services account within the General Fund, as appropriated, for the Police Technology Services Sec Department. This Mayor and Council Communication (M&C) requests authorization to enter into a sole source subscription agreement with LeadsOnline for PowerPlus and CeIlHawk Police investigation tools, in the amount of $113,717.00 for the first year, with the option to renew for four (4) additional one-year renewal terms at the costs provided above. DVIN: 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. 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. AGREEMENT TERM: Upon City Council's approval, the initial term of the agreement will become effective once executed by the Assistant City Manager and expire January 31, 2025, with options to renew. RENEWAL OPTIONS: The agreement may be renewed for up to four (4) additional one-year terms, in accordance with the executed agreement. 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 period. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current operating budget, as previously appropriated, in the General Fund. Prior to an expenditure being incurred, the Police Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: William M Johnaon 5806 Oriainatina Business Unit Head: Neil Noakes 4212 Additional Information Contact: Robert A Alldredge 4131 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2024-1108459 LeadsOnline LLC Plano, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 01/04/2024 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. PowerPlus Subscription Fee LeadsOnline PowerPlus Investigation System for Law Enforcement Nature of interest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION My name is Alexander Finlev and my date of birth is 05/1990 My address is 6900 Dallas Pkwv Ste 825 Plano TX 75024 US (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in Collin County, State of Texas on the 4th day of January , 20 24 Forms provided by Texas Ethics Commission (month) (year) Signature of ftlilth rized agent of contracting business entity (Declarant) www.ethics.state.tx.us Version V3.5.1.f1b8c3f1