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Home My WebLink AboutContract 54402-A5DocuSign Envelope ID: DBC70227-53F1-4D8F-BAE0-01A8838D630F CSC No. 54402-AS AMENDMENT NO. 5 TO CITY OF FORT WORTH CONTRACT 54402 This Fifth Amendment is entered into 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., ("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 software as a service ("Agreement/Contract"); WHEREAS, the Parties wish to amend the Agreement add Attachment A-3 to update the annual software and support NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS The Agreement is hereby amended to update annual software and support per Attachment A-3 in the new annual amount of$155,567.67. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are 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 an original. Fifth Amendment to Fort Worth City Secretary Contract No. 54402 Page 1 of2 DocuSign Envelope ID: DBC70227-53F1-4D8F-BAE0-01A8838D630F ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Mark McDaniel (Apr 13, 2024 22:18 CDT) Name: Mark McDaniel Title: Deputy City Manager Date: Aprl3,2024 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: By: Name: Jannette Goodall Title: City Secretary VENDOR: Cellebrite, Inc. By: cr.:;•to/)i� Name: Title: President, Americas Date: 4/11/2024 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 {Apr 12, 2024 09:15 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 21-0598 Approved: 8/24/21 1295:2021-748991 ATTEST: By: Name: Title: Fifth Amendment to Fort Worth City Secretary Contract No. 54402 Page 2 of2 DocuSign Envelope ID: DBC70227-53F1-4D8F-BAEO-01A8838D630F �«a�� Cnt A-3 CeUebrite Inc. 8065 Leesburg Pike, Su ite T3-302 Vienna, VA 22182 USA Tel. +1 800 942 3415 Fax. +1 201 848 9982 TaxID#:22-3770059 DU NS: 033095568 CAGE:4C9Q7 Company Website: http�/www.cellebrite.co m Billing Information Fort Worth Police Department 200 Texas Street T-105 Fort Worth, Texas 76102 United States Contatt: Lorraine Leonard Phone: (817) 392-4695 i � .+ ' Digital intelligence •�• Cellebrite forasaferworld Q U Ot2 Delivery Information Fort Worth Police Department 200 Texas Street Forth Worth, TX 76102 United States Contact: Zachary Martin Phone:8173924552 Quote# Q-378243-1 Date: Mar 06, 2024 W i re To: Bank Routing Number: 021000021 Account Number: 761020590 Account Name: Cellebrite Inc. Check Remittance (Only for NA): Cellebrite Inc. , PO BOX 23551 NewYork, NY, 10087-3551 End Customer: Fort Worth Police Department Click here to process with Credit Card payment By clicking the link above and accepting this quote, You are expressing your agreement and compliance to and with the terms contained on this quote. Customer ID Good Through Payment Terms Currency Sales Rep SF-00025688 May 25, 2024 Net 30 USD Izzy Valdovino Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price B-UFD-10-001 UFED 4PC Ultimate 5 Apr 19, 2024 Apr 18, 2025 1895952563, 211673736, 6,900.00 34,500.00 Subscription 271937181, 41123414, 420755813 B-PAAS-02-006 Premium as a Service 1 May 04, 2024 Apr 18, 2025 0.00 0.00 Unlimited package U-AIS-02-136 Premium aaS 1 May 04, 2024 Apr 18, 2025 82,561.64 82,561.64 Unlimited Unlocks and Extraction Annual Subscription U-AIS-02-139 Premium as a Service 3 May 04, 2024 Apr 18, 2025 271937181, 41123414, 0.00 0.00 End Point 420755813 B-UFD-10-001 UFED 4PC Ultimate 1 May 04, 2024 Apr 18, 2025 1081121927 6,616.44 6,616.44 Subscription B-AIS-04-003 Premium as a Service 3 May 04, 2024 Apr 18, 2025 0.00 0.00 End Point Subscription U-AIS-02-139 Premium as a Service 3 May 04, 2024 Apr 18, 2025 1081121927, 1895952563, 11,219.19 11,219.19 End Point 211673736 SubTotal USD 134,897.27 Shipping & Handling USD 0.00 Sales Tax USD 0.00 Total USD 134,897.27 Comments: Quote Number: Q-378243-1 Prepared by Paola Francisco Page 1 of 2 DocuSign Envelope ID: DBC70227-53F1-4D8F-BAEO-01A8838D630F Terms and Conditions: - This Quote/Proforma Invoice/Tax Invoice, together with the terms and conditions and license agreement listed below that are incorporated by reference to this Quote/Proforma Invoice (together, the "AgreemenY'), constitute an offer by Cellebrite. By signing this the Quote/Proforma Invoice, issuing a purchase order (or other ordering document) in connection with this the Quote/Proforma Invoice, or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice, the customer agrees to be bound by the terms of this Agreement. Any additional or different terms or conditions contained in any customer document, purchase order or other ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory. - Quote is subject to regulatory approval. - Freight Terms: FCA (NJ) - Limited Warranty: Hardware:12 Months; Software:60 days; Touch Screen30 days - General: The following terms shall apply to any product at http://legal.cellebrite.com/us/index.html - EULA: All Cellebrite Software is licensed subject to the end user license agreement available at https://legal.cellebrite.com/End-User- License-Agreement. html - Advanced Services (CAS): The following terms apply to Cellebrite Advanced Services at https://legal.cellebrite.com/CB-us-us/index.html - Premium: The following terms shall apply only to Cellebrite Premium at http://legal.cellebrite.com/intl/PremiumUS.htm - Pathfinder: The following terms apply to Cellebrite Pathfinder at https://legal.cellebrite.com/PF-Addendum.htm - Training Services: The following terms apply to Cellebrite Training Services at http://legal.cellebrite.com/intllTraining.htm - SaaS: The following terms apply to Cellebrite SaaS Services at https://legal.cellebrite.com/SaaS.htm - Endpoint SaaS: The following terms apply to Cellebrite Cellebrite Endpoint SaaS at https://legal.cellebrite.com/Endpoint-SAAS.html 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. Please indicate the invoice number when remitting payment. `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 Quote/Proforma Invoice on behalf the customer identified above , and I hereby approve that my signature is legally binding upon the customer identified above. Customer Name: Fort Worth Police Department Signature: MarkM��Ap,13,zoznzz:�scor� Effective Date: Apr 13� 2�24 Name (Print): M a r� M C D a I1 I e L Title: Please sign and email to Paola Francisco at paola.francisco@cellebrite.com Deputy City Manager Quote Number: Q-378243-1 Prepared by Paola Francisco Page 2 of 2 DocuSign Envelope ID: DBC70227-53F1-4D8F-BAEO-01A8838D630F CeUebrite Inc. 8065 Leesburg Pike, Su ite T3-302 Vienna, VA 22182 USA Tel. +1 800 942 3415 Fax. +1 201 848 9982 TaxID#:22-3770059 DU NS: 033095568 CAGE:4C9Q7 Company Website: http�/www.cellebrite.co m Billing Information Fort Worth Fire Department 715 TEXAS ST FORT WORTH, Texas 76102-4614 United States Contact: Michael ONeil Phone:18175869125 i � .+ ' Digital intelligence •�• Cellebrite forasaferworld Q U Ot2 Delivery Information Fort Worth Fire Department 715 TEXAS ST FORT WORTH, TX 76102-4614 United States Contact: Michael ONeil Phone:18175869125 Quote# Q-382854-1 Date: Mar 27, 2024 W i re To: Bank Routing Number: 021000021 Account Number: 761020590 Account Name: Cellebrite Inc. Check Remittance (Only for NA): Cellebrite Inc. , PO BOX 23551 NewYork, NY, 10087-3551 End Customer: Fort Worth Police Department Click here to process with Credit Card payment By clicking the link above and accepting this quote, You are expressing your agreement and compliance to and with the terms contained on this quote. Customer ID Good Through Payment Terms Currency Sales Rep SF-00025688 Apr 26, 2024 Net 30 USD Izzy Valdovino Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price B-CNR-05-003 Upgrade to Inseyets 1 Apr 19, 2024 Apr 18, 2025 9,700.00 9,700.00 Online Pro S-UFD-20-003 Inseyets Pro UFED 1 Apr 19, 2024 Apr 18, 2025 0.00 0.00 Subscription S-UFD-20-006 Inseyets Pro PA 1 Apr 19, 2024 Apr 18, 2025 0.00 0.00 Subscription F-UFD-06-005 Inseyets upgrade kit 1 0.00 0.00 S-AIS-20-001 Inseyets Online Limited 40 Apr 19, 2024 Apr 18, 2025 275.01 11,000.40 Unlocks subscription SubTotal USD 20,700.40 Shipping & Handling USD 0.00 Sales Tax USD 0.00 Total USD 20,700.40 Comments: Quote Number: Q-382854-1 Prepared by Milena Rodriguez Page 1 of 2 DocuSign Envelope ID: DBC70227-53F1-4D8F-BAEO-01A8838D630F Terms and Conditions: - This Quote/Proforma Invoice/Tax Invoice, together with the terms and conditions and license agreement listed below that are incorporated by reference to this Quote/Proforma Invoice (together, the "AgreemenY'), constitute an offer by Cellebrite. By signing this the Quote/Proforma Invoice, issuing a purchase order (or other ordering document) in connection with this the Quote/Proforma Invoice, or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice, the customer agrees to be bound by the terms of this Agreement. Any additional or different terms or conditions contained in any customer document, purchase order or other ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory. - Quote is subject to regulatory approval. - Freight Terms: FCA (NJ) - Limited Warranty: Hardware:12 Months; Software:60 days; Touch Screen30 days - General: The following terms shall apply to any product at http://legal.cellebrite.com/us/index.html - EULA: All Cellebrite Software is licensed subject to the end user license agreement available at https://legal.cellebrite.com/End-User- License-Agreement. html - Advanced Services (CAS): The following terms apply to Cellebrite Advanced Services at https://legal.cellebrite.com/CB-us-us/index.html - Premium: The following terms shall apply only to Cellebrite Premium at http://legal.cellebrite.com/intl/PremiumUS.htm - Pathfinder: The following terms apply to Cellebrite Pathfinder at https://legal.cellebrite.com/PF-Addendum.htm - Training Services: The following terms apply to Cellebrite Training Services at http://legal.cellebrite.com/intllTraining.htm - SaaS: The following terms apply to Cellebrite SaaS Services at https://legal.cellebrite.com/SaaS.htm - Endpoint SaaS: The following terms apply to Cellebrite Cellebrite Endpoint SaaS at https://legal.cellebrite.com/Endpoint-SAAS.html 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. Please indicate the invoice number when remitting payment `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 Quote/Proforma Invoice on behalf the customer identified above , and I hereby approve that my signature is legally binding upon the customer identified above. Customer Name: Fort Worth Police Department Signature: Markm��npris,zoz4�ziac�r� Effective Date: Apr 13� 2024 Name (Print): M a r� M C� a n � e� Title: Please sign and email to Milena Rodriguez at milena.rodriguez@cellebrite.com Deputy City Manager Quote Number: Q-382854-1 Prepared by Milena Rodriguez Page 2 of 2 DocuSign Envelope ID: DBC70227-53F1-4D8F-BAEO-01A8838D630F CITY COUNCIL AGENDA Create New From This M8�C �[� RT �4�4`t� RT l l _�_ 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: DBC70227-53F1-4D8F-BAEO-01A8838D630F BQN\\ FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Jay Chapa (5804) Valerie Washington (6192) Originating Department Head: Reginald Zeno (8517) Neil Knoakes (4212) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS 13P CSC 54402 CELLEBRITE AMENDMENT ITS ADK funds avail.docx (CFW Internal) FID Template Cellebrite CSC 54402.x1sx (CFW Internal) form 1295 - Cellebrite 5-7-21.pdf (CFW Internal) SAMs.pdf (CFW Internal) Signed Waiver - Cellebrite Licenses.pdf (CFW Internal)