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Home My WebLink AboutContract 54402-A6R4Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 CSC No. 54402-A6R4 SIXTH AMENDMENT AND FOURTH RENEWAL TO CITY OF FORT WORTH CONTRACT 54402 This Sixth Amendment and Fourth Renewal is entered into by and between the City of Fort Worth ("City"), a home rule municipality, with its principal place of business at 100 Fort Worth Trail, Fort Worth, Texas, and Cellebrite, Inc. ("Vendor"), a Delaware corporation. City and Vendor are each individually referred to herein as a "Party" and collectively referred to as the "Parties." WHEREAS, on September 2, 2020, the Parties entered into City Secretary Contract 55402 to provide software licenses ("Agreement"); and WHEREAS, on May 21, 2021, the Parties entered into the First Amendment to the Agreement to allow unlimited renewal terms at the mutual agreement of the Parties; and WHEREAS, on August 26, 2021, the Parties entered into the Second Amendment to the Agreement to upgradethe existing licenses and amend the expiration date of the Agreement to March 7, 2023, pursuant to Mayor and Council Communication (M&C) 21-0598; and WHEREAS, on May 5, 2022, the Parties entered into the Third Amendment to the Agreement to remove Inspector SW renewal Item S-BLB-02-001, Serial No. 07072932A87D019 from the Second Amendment; and WHEREAS, on March 20, 2023, the Parties entered into the Fourth Amendment to the Agreement to upgrade Cellebrite software and support; and WHEREAS, on April 13, 2024, the Parties entered into the Fifth Amendment to the Agreement to update annual Cellebrite software and support; and WHEREAS, the Renewal Term Nos. 1, 2 and 3 contained a renewal schedule inconsistent with the renewal schedule authorized by M&C 21-0598; and WHEREAS, the Parties wish to repeal and replace the renewals; and WHEREAS, the Parties wish to amend the Agreement to renew the Agreement for an additional term, which expired on March 7, 2025; and NOW, THEREFORE, the parties, acting herein by the through their duly authorized representatives, enter into the following agreement: I. AMENDMENTS 1. The Agreement is hereby amended to repeal Renewal Term Nos. 1, 2, and 3 in their entirety, and to be replaced with the Revised Renewal Term Nos. 1, 2, and 3, to be read as set forth in Exhibit A. Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Pagel of 4 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 2. The total annual amount of the Agreement will remain at $155,567.67. H. RENEWALS The Agreement is hereby renewed for an additional one-year renewal term beginning March 8, 2025, and expiring March 7, 2026, with pricing in accordance with Attachment A-4 Quote No. Q-441632-1, attached to this Sixth Amendment. This renewal is the third renewal under the Agreement, and the third renewal of the four Council authorized renewal options pursuant to M&C 21-0598. III. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. IV. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as an original. [Signature Page Follows] Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Page 2 of 4 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Dianna ayM 16, 2025 07:58 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 05/16/2025 APPROVAL RECOMMENDED: By: SarahT 15, 202516:35 CDT) Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: nnyn p� �oRT��9a0 Fg Pv= ^=0 oaa*=a oo*� �m. %a .�S2vxs aaQngnEza''4 By: U Name: Jannette S. Goodall Title: City Secretary VENDOR: Cellebrite hi d ibY. By: F ('6" 89Q$'jMlff439... Name: Title: VP - SLG Date: May-12-2025 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 Van 202515:47 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: 7e ,A%� c,'c,% By: M. Kevin Anders, II (May 15, 202516:37 CDT) Name: M. Kevin Anders, II Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 21-0598 Approval Date: 8/24/2021 Form 1295: 2021-748991 ATTEST: By: Name: Title: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Page 3 of 4 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 EXHIBIT A CITY OF FORT WORTH CONTRACT RENEWAL NOTICE Cellebrite, Inc. Attn: Legal Department 7 Campus Drive, Suite 210 Parsippany, NJ 07054 Re: Contract Renewal Notice Contract No. CSC No. 54402 (the "Contract") Revised Renewal Term No. 1 of 4: March 8, 2023 to March 7, 2024 The above referenced Contract with the City of Fort Worth expires on March 7, 2023 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional renewal term, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with your quote for charges for the new renewal term, and current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. To ensure that your company information is correct and up-to-date, please log onto PeopleSoft Purchasing at htti)s://www.fortworthtexas.2ov/departments/finance/purchasing. If you have any questions concerning this Contract Renewal Notice, please contact us at the email address listed below. Sincerely, City of Fort Worth IT Solutions I Finance I Contracts 100 Fort Worth Trail Fort Worth, TX, 76102 zz—IT—Finance—Contracts@fortworthtexas.gov Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Page 4 of 4 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE Cellebrite, Inc. Attn: Legal Department 7 Campus Drive, Suite 210 Parsippany, NJ 07054 Re: Contract Renewal Notice Contract No. CSC No. 54402 (the "Contract") Revised Renewal Term No. 2 of 4: March 8, 2024 to March 7, 2025 The above referenced Contract with the City of Fort Worth expires on March 7, 2024 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional renewal term, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with your quote for charges for the new renewal term, and current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. To ensure that your company information is correct and up-to-date, please log onto PeopleSoft Purchasing at htti)s://www.fortworthtexas.aov/departments/finance/purchasing. If you have any questions concerning this Contract Renewal Notice, please contact us at the email address listed below. Sincerely, City of Fort Worth IT Solutions I Finance I Contracts 100 Fort Worth Trail Fort Worth, TX, 76102 zz—IT—Finance—Contracts@fortworthtexas.gov Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Page 5 of 4 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 CITY OF FORT WORTH CONTRACT RENEWAL NOTICE Cellebrite, Inc. Attn: Legal Department 7 Campus Drive, Suite 210 Parsippany, NJ 07054 Re: Contract Renewal Notice Contract No. CSC No. 54402 (the "Contract") Revised Renewal Term No. 3 of 4: March 8, 2025 to March 7, 2026 The above referenced Contract with the City of Fort Worth expires on March 7, 2025 (the "Expiration Date"). Pursuant to the Contract, contract renewals are at the sole option of the City. This letter is to inform you that the City is exercising its right to renew the Contract for an additional renewal term, which will begin immediately after the Expiration Date. All other terms and conditions of the Contract remain unchanged. Please return this signed acknowledgement letter, along with your quote for charges for the new renewal term, and current insurance certificate, to the address set forth below, acknowledging receipt of the Contract Renewal Notice. To ensure that your company information is correct and up-to-date, please log onto PeopleSoft Purchasing at htti)s://www.fortworthtexas.aov/departments/finance/purchasing. If you have any questions concerning this Contract Renewal Notice, please contact us at the email address listed below. Sincerely, City of Fort Worth IT Solutions I Finance I Contracts 100 Fort Worth Trail Fort Worth, TX, 76102 zz—IT—Finance—Contracts@fortworthtexas.gov Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Page 6 of 4 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 ATTACHMENT A-4 Q-441632-1 (Attached) Sixth Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 54402 Page 7 of 4 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 Cellebrite Inc. 8065 Leesburg Pike, Suite T3-302 Vienna, VA 22182 USA Tel. +1800 942 3415 Fax. +1201848 9982 Tax I D#: 22-3770059 DUNS: 033095568 CAGE:4C9Q7 Company Website: htto://www.cellebrite.com Billing Information Fort Worth Police Department 200 Texas Street T-105 Fort Worth, Texas 76102 United States Cellebrite Quote Delivery Information Fort Worth Police Department 350 W. Belknap St Fort Worth, TX 76102 United States Contact: Zachary Martin Phone:8173924552 Contact: Fort Worth PD-Accounts Payable Phone: 817 475 6826 Quote# Date: Justice Accelerated Q-441632-1 3/24/2025 Wire To: Bank Routing Number: 021000021 Account Number: 761020590 Account Name: Cellebrite Inc. Check Remittance (Only for NA): Cellebrite Inc. , PO BOX 23551 New York, NY,10087-3551 End Customer: Fort Worth Police Department Customer ID Good Through Payment Terms Currency Sales Rep SF-00025688 Apr 18, 2025 Net 30 USD Jordan Lisacek Product Code Product Name Qty Start Date End Date Serial Number Net PriceWnit Net Price B-PAAS-02-006 Premium as a Service 1 Apr 19, 2025 Apr 18, 2026 90,500.00 90,500.00 Unlimited package U-AIS-02-136 Premium aaS 1 Apr 19, 2025 Apr 18, 2026 0.00 0.00 Unlimited Unlocks and Extraction Annual Subscription U-AIS-02-139 Premium as a Service 3 Apr 19, 2025 Apr 18, 2026 271937181, 41123414, 0.00 0.00 End Point 420755813 B-UFD-10-001 UFED 4PC Ultimate 1 Apr 19, 2025 Apr 18, 2026 1081121927 7,250.00 7,250.00 Subscription B-AIS-04-003 Premium as a Service 3 Apr 19, 2025 Apr 18, 2026 1081121927, 1895952563, 4,100.00 12,300.00 End Point Subscription 211673736 U-AIS-02-139 Premium as a Service 3 Apr 19, 2025 Apr 18, 2026 1081121927, 1895952563, 0.00 0.00 End Point 211673736 B-UFD-10-001 UFED 4PC Ultimate 5 Apr 19, 2025 Apr 18, 2026 1895952563, 211673736, 7,250.00 36,250.00 Subscription 271937181, 41123414, 420755813 Comments: SubTotal Shipping & Handling Sales Tax Total USD 146,300.00 USD 0.00 USD 0.00 USD 146,300.00 Quote Number: Q-441632-1 Prepared by Ivys Perez Page 1 of 2 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 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 "Agreement'), 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) - General: The following terms shall apply to any product at http://legal.eelIebrite.com/us/index.htmI - EULA: All Cellebrite Software is licensed subject to the end user license agreement available at https://Iegal.cellebrite.com/End-User- License-Agreement.html - Advanced Services (CAS): The following terms apply to Cellebrite Advanced Services at https://Iegal.cellebrite.com/CB-us-us/index.html - Premium: The following terms shall apply only to Cellebrite Premium at http://Iegal.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://Iegal.cellebrite.com/intl/Training.htm - SaaS: The following terms apply to Cellebrite SaaS Services at https://Iegal.cellebrite.com/SaaS.htm - Endpoint SaaS: The following terms apply to Cellebrite Cellebrite Endpoint SaaS at https://Iegal.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: Dianna Giordano (May 16, 202507:58 CDT) Name (Print): Dianna Giordano Please sign and email to Ivys Perez at ivys.gallego@cellebrite.com Effective Date: 05/16/2025 Title: Assistant City Manager Quote Number: Q-441632-1 Prepared by Ivys Perez Page 2 of 2 Docusign Envelope ID: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FORT WORTII *101�- 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: F0584F1B-6C14-4B06-89CE-B5F52C5B4972 BQN\\ TO Fund Department I Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: Jay Chapa (5804) Valerie Washington (6192) Reginald Zeno (8517) Neil Knoakes (4212) Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS 13P CSC 54402 CELLEBRITE AMENDMENT ITS ADK funds avail.docx (CFW Internal) FID Template Cellebrite CSC 54402.xlsx (CFW Internal) form 1295 - Cellebrite 5-7-21.pdf (CFW Internal) SAMs.pdf (CFW Internal) Sianed Waiver - Cellebrite Licenses.Ddf (CFW Internal)