Loading...
HomeMy WebLinkAboutContract 61184-A1CSC No. 61184-A1 FIRST AMENDMENT TO FORT WORTH CITY SECRETARY CONTRACT NO. 61184 This First Amendment to Fort Worth City Secretary Contract No. 61184 is made between the City of Fort Worth ("City"), a Texas home -rule municipal corporation acting by and through its duly authorized Assistant City Manager, and LeadsOnline LLC ("Leads"), a Delaware limited liability company acting by and through its duly authorized representative. City and Leads are individually referred to as a "Party" and collectively as the "Parties." WHEREAS, the Parties entered into an agreement identified as Fort Worth City Secretary Contract No. 61184 ("Agreement"); WHEREAS, it is the collective desire of the Parties to amend the Agreement to update Exhibit D to add additional "Capacity and Eligible Users" found in Quote 132-0110; WHEREAS, it is the collective desire of the Parties to amend the Agreement to update Exhibit D's "Price Not to Exceed" amount for the remaining four (4) year service periods; WHEREAS, it is the collective desire of the Parties to amend the Agreement to update Exhibit D's annual increase for the remaining four (4) year service periods; and WHEREAS, it is the collective desire of the Parties to amend the Agreement to update Exhibit E to revise the pricing associated with this Agreement for the "LeadsOnline CellHawk Cell Phone Mapping and Analysis System Subscription Service." NOW, THEREFORE, City and Leads do hereby agree to the following: I. AMENDMENT TO AGREEMENT The following terms are hereby amended to replace any conflicting terms in the Agreement or will be added to the terms and shall be binding and enforceable as if they were originally included therein: Exhibit D in the Agreement is deleted and replaced with the attached Quote 132-0110. In the event of any conflict between terms and conditions in the attached Exhibit D, aside from the new pricing, and the terms and conditions of the Agreement, the terms and conditions of the Agreement control. Exhibit E in the Agreement is deleted and replaced with the attached Exhibit E. In the event of any conflict between terms and conditions in the attached Exhibit E, aside from the new pricing, and the terms and conditions of the Agreement, the terms and conditions of the Agreement control. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 61184 Page 1 of 7 II. 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. III. 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. An electronic copy or computer image, including a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as anoriginal. [SIGNATURE PAGE FOLLOWS] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] First Amendment to Fort Worth City Secretary Contract No. 61184 Page 2 of 7 IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment to be effective the day the Assistant City Manager signs it. ACCEPTED AND AGREED: CITY OF FORT WORTH By: William Johnson (I 23,202414:14 CST) Name: William Johnson Title: Assistant City Manager Date: Dec 23, 2024 APPROVAL RECOMMENDED: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: xlalu� l�&� Name: Loraine Coleman Title: Administrative Services Manager De?vt� ck�ef gD Wheeler30g9 APPROVED AS TO FORM AND By: LEGALITY: Name: Robert A. Alldredge Jr. Title: Executive Assistant Chief ATTEST: a9vopp� F FORT�;09a1d �o 166 By: V � aa"a 4(�4ab Name: Jannette S. Goodall Title: City Secretary LEADSONLINE LLC B. Y Name: Alexander Finley Title: CEO Date: December 11, 2024 By: Name: Jerris Mapes Title: Sr. Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 24-0216 Date Approved: 3/19/2024 Form 1295 Certification No.: 2024-1108459 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Fort Worth City Secretary Contract No. 61184 Page 3 of 7 Exhibit D QUOTE 132-0110 LQ� LEADSONLINE LEADSONLINE CELLHAWK CUSTOM SUBSCRIPTION (14 USERS) ORDER FORM No. 132-0110 CUSTOMER: UNIT: CITY OF FORT WORTH, TEXAS POLICE DEPARTMENT 1. SERVICE LeadsOnline CellHawk 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 Users: No more than Fourteen (14) 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 6. 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 the payment of no more than $34,975.00 during the below four-year (4) service periods. ©2000-2024 LEADSON LINE LLC. ALL RIGHTS RESERVED. LEA/CELLHAWK PAGE 1 First Amendment to Fort Worth City Secretary Contract No. 61184 Page 4 of 7 j9_1 LEADSON LINE SERVICE PERIODS DUE DATE AMOUNT February 1, 2025 through January 31, 2026 Due on or before February 1, 2025 $8,360 February 1, 2026 through January 31, 2027 Due on or before February 1, 2026 $8,611 February 1, 2027 through January 31, 2028 Due on or before February 1, 2027 $8,869 February 1, 2028 through January 31, 2029 Due on or before February 1, 2028 $9,135 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. G. FEATURES SERVICE CELLHAWK FEATURES LeadsOnline CeIlHawk Upload Analysis Files to analyze communications or movements of devices, vehicles and other 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 Live Ping System users and to LeadsOnline CellHawk for mapping, filtering, and analysis. LeadsOnline Deconfliction Benefit from coordinated investigative efforts through pointers to the records of other Law 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 netwo. k iycJfua6ons, 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 March 26, 2024 (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. © 2000-2024 LEADSON LINE LLC. ALL RIGHTS RESERVED. LEA/CELLHAWK PAGE 2 First Amendment to Fort Worth City Secretary Contract No. 61184 Page 5 of 7 j9_1 LEADSONLINE 9. SIGNATURES Each representative identified below represents and warrants that it has the full power, right and authority to enter into this Agreement on behalf of its respective party. LEADSONLINE LLC LEADDSSOONNI_!":E) Signature: �� Printed Nal e: Alexander Finley Title: CEO Date: December 11, 2024 Address: 6900 Dallas Parkway, Suite 825, Plano, TX 75024, United States © 2000-2024 LEADSONLINE LLC. ALL RIGHTS RESERVED. LEA/CELLHAWK CITY OF FORT WORTH, TEXAS / lM (CUSTOMER) Signature: William Johnson (D c 23,202414:14 CSl) Printed Name: William Johnson Title: Assistant City Manager Date: Dec 23, 2024 Address: 505 West Felix Street, FortWorth, Texas 76115, United States PAGE 3 First Amendment to Fort Worth City Secretary Contract No. 61184 Page 6 of 7 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 $41,150.00 for the LeadsOnline CellHawk Cell Phone Mapping and Analysis System Subscription Service First Amendment to Fort Worth City Secretary Contract No. 61184 Page 7 of 7 M&C Review Page 1 of 3 Official site of the City of Fort Worth, Texas A CITY COUNCIL AGEND FORTWORTH Create New From This M&C DATE: 3/19/2024 REFERENCE **M&C 24- LOG NAME: 35LEADSONLINE NO.: 0216 SUBSCRIPTION SERVICE CODE: C TYPE: CONSENT PUBLIC NO HEARING: 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 RECOMMENDATION: 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. http://apps.cfwnet.org/council_packet/mc review.asp?ID=31923&councildate=3/19/2024 10/15/2024 M&C Review Page 2 of 3 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: http://apps.cfwnet.org/council_packet/mc review.asp?ID=31923&councildate=3/19/2024 10/15/2024 M&C Review Page 3 of 3 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. TO Fund Department Account Project Program Activity Budget Reference # Amount ID I ID Year (Chartfield 2) FROM Fund Department I Account Project Program Activity Budget Reference # Amount ID I ID I I I Year I (Chartfield 2) Submitted for Citv Manager's Office bv: William M Johnaon (5806) Oriqinatinq Department Head: Neil Noakes (4212) Additional Information Contact: Robert A Alldredge (4131) ATTACHMENTS 35LEADSONLINE SUBSCRIPTION SERVICE.docx (CFW Internal) 35LEADSONLINE SUBSCRIPTION SERVICE.xlsx (CFW Internal) Chapter 252 LeadsOnline 1-30-2024.pdf (CFW Internal) DVIN waiver executed 1-10-2024.pdf (CFW Internal) Form 1295 Certificate 101145942.pdf (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=31923&councildate=3/19/2024 10/15/2024