CITY OF FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING FEBRUARY 21, 2012 Page 10 0f 18 PRESENTATIONS BY THE CITY SECRETARY - CONSENT ITEMS 1. OCS - 1842 - Notice of Claims for Alleged Damages and/0r Iniuries End of Consent Agenda. B. Purchase of Equipment, Materials, and Services - Consent Items (Removed from Consent Agenda for Individual Consideration) 1. P-11358 - Authorize Purchase Agreement with Harris Corporation for a KingFish System, Software and Accessories Using a General Services Administration Contract for the Police Department in the Amount of $184,319.00 for the First Year. (ALL COUNCIL DISTRICTS) The City Council approved the following recommendation: Authorize a Purchase Agreement with Harris Corporation for a KingFish System, software and accessories using General Services Administration Contract Number GS-35F-0283J, for the Police Department in the amount of $184,319.00 for the ?rst year. Mayor Pro tem Zimmerman advised he had ?led a Con?ict of Interest Af?davit with the City Secretary?s Office and would abstain from voting on this item. Motion: Council Member Scarth made a motion, seconded by Council Member Shingleton, that Mayor and Council Communication No. P-11358 be approved. The motion carried 8 ayes to nays, with 1 abstention by Mayor Pro tern Zimmerman. E. Award of Contract - Consent Items (Removed from Consent Agenda for Individual Consideration) 13. C-25448 - Authorize Execution of a Contract with the Area Metropolitan Ambulance Authority d/b/a MedStar, for a Pilot Program in Far North Fort Worth for Dedicated Ambulance Service in the Amount of $235,000.00. (COUNCIL DISTRICT 2) The City Council approved the following recommendation: Authorize execution of a contract with the Area Metropolitan Ambulance Authority d/b/a MedStar, for a pilot program in far north Fort Worth for dedicated ambulance service in the amount of $23 5,000.00. Mayor Pro tern Zimmerman advised this was a six month pilot program to improve response time in north Fort Worth. He stated there were two main issues relative to response time: getting to the patient and getting the patient to the hospital. He also expressed appreciation to Council Member Espino for his support of the program. CITY or FORT WORTH, TEXAS REGULAR CITY COUNCIL MEETING DECEMBER 9, 2014 Page 16 of 34 g; C-27126 - Authorize Execution of Interlocal Agreements Between the City of Fort Worth and the Cities of Benbrook, Burleson, Haltom City, Keller, Richland Hills and Watauga for the Provision of Next Generation Integrated Library System Services from GIS Information Systems Incorporated di?bi'a Polaris Libraryr Systems and Authorize Deposit of Revenues Received from Each City Library into the Library Autumation Systems Sharing Special Revenue Fund COUNCIL The City Council approved the following recommendation: Authorize the execution of Interlocal Agreements between the City of Fort Worth and the Cities of Benbrook, Burleson, Haltom City, Keller, Richland Hills and Watauga for the provision of next generation integrated library system services for GIS Information Systems Incorporated dfbr?a Polaris Library Systems; and authorize the deposit of revenues received from each City library into the Library Automation Systems Sharing Special Revenue Fund. PRESENTATIONS BY THE CITY SECRETARY - CONSENT ITEMS 1. OCS - 1943 - Notice of Claims for Alleged Damages andr'or Injuries End of Consent Agenda. Purchase of Equipment, Materials, and Services Removed from Consent Agenda i - Authorize Purchase Agreement with Harris Corporation in the Amount Up to $330,507.00 for the First Year for a Portable Multi-Band Radio Frequency System, Software, Accessories, Maintenance and Training, Using a General Services Administration Contract and Sole Source for the Police Department (ALL COUNCIL The City Conncil approved the following recommendatiOn: Authorize a Purchase Agreement with Harris Corporation in the amount up to $218,060.00 for a portable multi-brand radio frequency system, software and accessories, using General Services Administration Contract No. 0283], and a Sole Source Agreement with Harris Corporation in the amount of $112,447.00 for the ?rst year for maintenance and training, for the Police Department. Council Member Zimmerman advised that he filed a Con?ict of Interest Affidavit with the City Secretary?s Office and would abstain from voting on this issue. Motion: Council Member Shingleton made a motion, seconded by Council Member Scarth, that Mayor and Council Communication P-11724 be approved. The motion carried 7 eyes to 0 nays, with abstention by Council Member Zimmerman, and with Mayor Pro tem Espino temporarily absent. City of Fort Worth, Texas Mayor and Council Communication DATE: Tuesday, December 09, 2014 . REFERENCE NO.: LOG NAME: 13P15-0036 HC EQUIPMENT EW SUBJECT: Authorize Purchase Agreement with Harris Corporation in the Amount Up to $330,507.00 for the First Year for a Portable Multi?Band Radio Frequency System, Software, Accessories, Maintenance and Training, Using a General Services Administration Contract and Sole Source for the Police Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement with Harris Corporation in the amount up to $218,060.00 for a portable multi-band radio frequency system, software and accessories, using a General Services Administration Contract No. GS-35F-0283J and a Sole Source Agreement with Harris Corporation in the amount of $1 12,447.00 for the first year for maintenance and training. DISCUSSION: The Police Department uses a portable multi-band radio frequency system. This system increases the ability of the Police Department to successfully combat criminal activity. The current system has become - outdated. The Police Department will use this Agreement to provide Upgrades to the equipment and the system. . The first year system, software, accessories, maintenance and training costs will be covered by Justice Assistance Grant funds. Future years' maintenance expenses will be funded by future General Fund budget requests. Maintenance costs are expected to be approximately $70,000.00 per year. Harris Corporation is the documented sole source provider of maintenance and training for this system. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seeli competitive bids for purchase of the item. General Services Administration (GSA) contracts are competitively bid to increase and simplify the purchasing power of government entities. MNVBE OFFICE - A waiver of the goal for subcontracting requirements was requested by the Purchasing Division and approved by the Office because the purchase of goods and services is from sources where subcontracting or supplier opportunity are negligible and the waiver is based on the sole sourCe information provided to the MNVBE Of?ce by the Purchasing Division Buyer. AGREEMENT TERM Upon City Council's approval this Agreement shall begin on December 10, 2014 and expire on February 5, 2015 to coincide with the GSA contract. RENEWAL OPTIONS - This Agreement may be renewed for up to four additional one?year terms at the City?s option, in accordance with the terms of the GSA contract. This action does not require speci?c City Council approval provided that the City Council has appropriated sufficient funds to satisfy theCity's obligations during the renewal terms. Logname: HC EQUIPMENT EW 7 Page 1 of 2 FISCAL INFORMATION I CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendation . funds are available in the current operating budget, as appropriated, of the Grants Fund. FUND CENTERS: TO undIAccountICenters FROM FundlAccountICenters GR76 541390 035423593010 $77,168.00 GR76 541390 035423675010 $204,892.00 GR76 531180 035423675010 $16,000.00 GR76 539120 035423675010 $32,447.00 CERTIFICATIONS: Susan Alanis (8180) Aaron Brovos (8517) Jack Dale (8357) Eryck Walker (6610) Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS 1. 15-0036 MWBE Waiverpdf 2. Available Funds 423593 423675.pdf 3. HC Equipment 4. Sole Source and GSA Extensionpdf (CFW Internal) Logname: 13P157-0036 HC EQUIPMENT EW . Page 2 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 2/21/2012 DATE: Tuesday, February 21, 2012 REFERENCE NO.: **P−11358 LOG NAME: 13P11−0152 HARRIS KINGFISH LCW SUBJECT: Authorize Purchase Agreement with Harris Corporation for a KingFish System, Software and Accessories Using a General Services Administration Contract for the Police Department in the Amount of $184,319.00 for the First Year (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement with Harris Corporation for a KingFish System, software and accessories using General Services Administration Contract Number GS−35F−0283J, for the Police Department in the amount of $184,319.00 for the first year with payments due 30 days after receipt of invoices. DISCUSSION: The Police Department will use the KingFish System, a portable cell phone tracking system, to assist in locating, identifying, developing probable cause and apprehending priority offenders. This system combines current intelligence gathering protocols and investigative initiatives, which will exponentially increase the ability of the Police Department to successfully, efficiently and more effectively combat criminal activity. The Police Department has historically relied on the U.S. Secret Service and the U.S. Marshal's Task Force to assist in tracking cell phones. The dependence on each of these agencies is critical to the deployment of equipment, development of guidelines, user networks, sharing of training, skills, missions, familiarity and compatibility of each agencies equipment. Several of the Police Department's officers have received training from these agencies on the KingFish System, which will reduce the training period necessary for the equipment's full implementation. PRICE ANALYSIS − The City has no recent purchasing history for this type of equipment. The prices were obtained using the General Services Administration (GSA) Cooperative Contract Number GS−35F−0283J. The prices are discounted as shown in the GSA pricelist. City Staff reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE − State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. GSA contracts were competitively bid to increase and simplify the purchasing power of government entities. M/WBE − A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM − Upon City Council's approval this Agreement shall commence on February 22, 2012 and continue in effect until March 10, 2014 to coincide with the GSA contract. FISCAL INFORMATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. BQN\13P11−0152\LCW FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS 1. 11−0152 Harris Capital Outlay Form.pdf 2. 11−0152 Harris MWBE Waiver.pdf 3. GS−35F−0283J.pdf 4. Harris Quote QTE6779−02358.pdf FROM Fund/Account/Centers Susan Alanis (8180) Lena Ellis (8517) Jack Dale (8357) Lance Wright (6610) City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/9/2014 DATE: Tuesday, December 09, 2014 REFERENCE NO.: **P−11724 LOG NAME: 13P15−0036 HC EQUIPMENT EW SUBJECT: Authorize Purchase Agreement with Harris Corporation in the Amount Up to $330,507.00 for the First Year for a Portable Multi−Band Radio Frequency System, Software, Accessories, Maintenance and Training, Using a General Services Administration Contract and Sole Source for the Police Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement with Harris Corporation in the amount up to $218,060.00 for a portable multi−band radio frequency system, software and accessories, using a General Services Administration Contract No. GS−35F−0283J and a Sole Source Agreement with Harris Corporation in the amount of $112,447.00 for the first year for maintenance and training. DISCUSSION: The Police Department uses a portable multi−band radio frequency system. This system increases the ability of the Police Department to successfully combat criminal activity. The current system has become outdated. The Police Department will use this Agreement to provide upgrades to the equipment and the system. The first year system, software, accessories, maintenance and training costs will be covered by Justice Assistance Grant funds. Future years' maintenance expenses will be funded by future General Fund budget requests. Maintenance costs are expected to be approximately $70,000.00 per year. Harris Corporation is the documented sole source provider of maintenance and training for this system. COOPERATIVE PURCHASE − State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. General Services Administration (GSA) contracts are competitively bid to increase and simplify the purchasing power of government entities. M/WBE OFFICE − A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods and services is from sources where subcontracting or supplier opportunity are negligible and the M/WBE waiver is based on the sole source information provided to the M/WBE Office by the Purchasing Division Buyer. AGREEMENT TERM − Upon City Council's approval this Agreement shall begin on December 10, 2014 and expire on February 5, 2015 to coincide with the GSA contract. RENEWAL OPTIONS − This Agreement may be renewed for up to four additional one−year terms at the City's option, in accordance with the terms of the GSA contract. 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 terms. FISCAL INFORMATION: The Financial Management Services Director certifies that upon approval of the above recommendation funds are available in the current operating budget, as appropriated, of the Grants Fund. BQN\15−0036\EW FUND CENTERS: TO Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS 1. 15−0036 MWBE Waiver.pdf 2. Available Funds 423593 423675.pdf 3. HC Equipment EPLS.pdf 4. Sole Source and GSA Extension.pdf FROM Fund/Account/Centers GR76 541390 035423593010 $77,168.00 GR76 541390 035423675010 $204,892.00 GR76 531180 035423675010 $16,000.00 GR76 539120 035423675010 $32,447.00 Susan Alanis (8180) Aaron Brovos (8517) Jack Dale (8357) Eryck Walker (6610) SERVECES ?E?his (?Agmemen? ?3 made anti antereci i335 a?d beiwwn the 0? {me E?Ciiyg?}, a homewmia magma; cargma?on 0f the State ?i?exas, asiirzg by arm: {Waugh iis auii?awizad Aggigiam City Manager, and L?E?fx (the ?Caairacmf?x a Nebraska Umiie? Cemparzy, aciiag by and iimagh its duty au?rmrizetj Terriisry Sgieg Ma?agea each imiv?ua?y mfg:er is as :23 ?party? and celiective?y gafene? {a as t?e ?pari?asf? The Contract decumgms ghali imiade ihe ?oitcw?ng: Th?g Professianai Sew?ceza Agwemesi 5mm A Siatamant pius any amendments {a $33 Statemam (3f Wark Exhibit 53 Payma?i Sche?ui? 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Name: f??g?ggv? id Pasi?cni mai??f M?g? 3; ?ame: ?gs?tim: i Mama 5M5?g Gih?f g: City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 12/1 1/2612 DATE: Teesday, December 11, 2832 REFERENCE 1465 LOG NAME: 13Pl3~0036 PEN-LINK AG $1 2T: Authorize Execution of a Professional Services Agreement with Pen~Link, Ltd? in the Amount of $227,831.50 for the First Year, for Communicatiene Intelligence Software, Hardware, Training and Related Services for the Felice Department (ALL COUNCIL DISTRICTS) it is recommended that the City Council authori he execution of a professionai services Agreement with Pen?Link, Ltci. in the amount of $22183 1.50 or the ?rst year, for communications intelligence software, hardware, training and related services for the Police Department, The purpose of this Mayor and Council Communication is to authorize execution of a professional Services Agreement fer hardware, software, training, and related services fer use in intelligence gathering by the Poiice Department, Law enforcement and intelligence agencies nationwide use Pen?Link, Ltd. (Pen?Link), hardware and software in the collection, storage, and analysis of communications data. Pen?Link prodeets inciucle a fatty integrated database application that aiiows law enforcement to more easily aeqeire, store, and analyze telecommunication information and intelligence gained through law enforcement investigations with proper legal authorization. The precincts offer reporting, Chatting, and. other analytical features that greatiy improve efficiency in the analysis of vast amounts of data by intelligence professionalsi This purchase includes ail necesear}; hardware; software, installation, training and technical sappert for both PenmLinit and Liecoln products. The Pen~Lini< systems will allow the Police Bepartrnent, with proper legal autherization, to caeture phone data from multipie providers in a virtue: format and te analyze and entity that data te investigations using a computerized detahaee. The system can link multiple eoercee of data together, analyze data across the sources, and note patterns or linke in the hate that might ethemise go unfourte by cenventienal inreetigatienst The E?eewhirtk he tree-"3e? as a regionai for eerrotreeiing iecei eeti State agenciee. the eyetere heie the ?oiice re erect erhe erirnieai threat to erit?eai iefraetreeterei he}: reecerceei er ether t?enmiiei?; ie the previeer eat alt Peemiieh erre Lineage eefterere pretieetei earriwaret anti reiateri eiti he arteries eeieg {eerie he tee {Street itrogrerel tee greet erograrn jerieriieticne re atreegtitee eft?erte re threegi} aetiee; i383th eeaerere litre {fit}? tree eo eereheeieg h?etorjg fer e? er are ceeaitiereri {air erect rear;or:ehie~ WEE A waiver of the geal fer r?quirementg was; mquesmd by {he P?urchaging {Divisim anti by time MIWBE ()ffice bacauga the parchme of gw?s or Services i3 {ram magmas Whats S?l?CG?S?Cili?ig suppliai? Qpp?i?filnifi?? are CHANGE ORDER - An Claange ?nder or increase may be made by the {Eli}! Ma?ag?: $31 the amsum ?113 19 and {106$ 110$ reqaire specific Ciiy Cauacil apgamval as long as Suf?cient funds lam/?6 b66311 AGREEMENT TERM - This Agmement shall begin upon City Council'g approval anti executian {3f the Agreement and Shall ramain is effect anti} February 28, 2013. QAL INEQEMATIQE: The. Financial Management Services Director cartifies that funds are: available in th?i current aperatlng budget, as 3f the Grants Fundy W: T7 Ac :1 nr 539120 035442511010 $222.831?59 QERTIFIQATIQ 2E3: limit fr i Ma r' ffi gzriginming Hggd; in 11 Susan Aia?is (8180) Lena Ellis (8517) Jack Dale (8357) Angela Gonzales (7648) ATTAQ l. avgliamg 2. MSBE Waivar l3--0036 3. radline revised M&C,doe 4. Sale Smite Form A. Pricing Pronosal 10854362 Pen-Link 0n: an-08-2016 Until: an-29-2016 City of Fort Worth TX Inside Account Manager Eryck Walker Richard Lettie re TX 1301 S. Mo-Pac Expressway, Suite 375, Austin TX, 78746 United States Phone: 800-870-6079 Phone: (817) 392?6610 Fax: 512-732-0232 Fax: Email: Email: All Prices are in US Dollar(USD) Product 7 Qty Your Price Total 1 . COLLECTION MAINTENANCE PREMIUM 1 $16,042.00 $16,042.00 'Pen?Link Coverage Term: Feb-O1-2015 Jan?31-201 6 I Total $16,042.00 Additional Comments Good afternoon. Here is the price quote you requested. Please provide end-user contact information (?rst name, last name, and email address) for all orders. Not including this information may result in a delay in order processing. Also, please include SHI quote number on your PO. Please contact me if you have any questions. The Produsts offered under this proposal are subject to the Return Policy, unless there is an existing agreement between SHI and the Customer. - - Walker, Eryck From: Josh Reardon . Sent: Wednesday, December 30, 2015 3:53 PM To: Walker, Eryck - . Subject: RE: Pen Link Licenses Quote No bid Josh Reardon SLED Account Manager Southern Computer Warehouse . 1395 S. Marietta Parkway Building 300 Marietta, GA 30067 P: 877.GOTOSCW or 770.579.8927 - F: 770.579.8937 Ask me about the Microsoft Surface Pro 4! From: Walker, Eryck Sent: Tuesday, December 29, 2015 5:01 PM To: Undisclosed recipients: Subject: Pen Link Licenses Quote Importance: High Please provide a quote for these software items: 4 latercept licenses with Pen-Proxy, Ll and 2:31; Content channels . Best Regards, Eryck Walker Sr. hBuyer Financial Management Services Department Search Results System for Award Management a Page 1 of 1 Search Results Current Search Terms: Pen-Link Your search for returned the following Glossary Notice: This printed document represents only the ?rst page of your SAM search results. More results may be available. To print your complete Search results, you can download the PDF and print_i_t._ Results Enti Status: Actives} . 7 Entity 195 5 UNS 9 6636 oi Sent: Monday, May 04, 2015 6:59 PM To: Walker, Eryck Subject: RE: Software Quote for-OEM is Pen Link Hello Eryck, I apoiogize for the delay, but it does not look like we are able to sell this licensing. if i found out otherwise, I will be sure to let you know. Regards, Dave From: Walker, Eryck Sent: Monday, May 04, 2015 10:28 AM - To: Dave Edwards Subject: Software Quote for OEM is Pen Link Importance: High Good Morning Dave, The City of Fort-Worth would like quotes on Annual Maintenance Support for 4 Intercept licenses with Pen- Proxy, 1 LINCOLN and 2 Call Content Channels. Best Regards, Eryck Walker Sr. Buyer 817.392.6610 Strong people don?t put others down, they lift them up! 1! City of ort Worth Working together to build a strong community. F?ngWiing?e Please share customer service comments with my manager Walker, Eryck From: Moody, Owen <0wen.MoOdy@pcmg.com> 'Sent: Wednesday, May 06, 2015 3:46 PM To: Walker, Eryck Subject: RE: Pen-LinkCollection Maintenance Quote Hi Eryck, PCM-G does not carry this manufacturer and will not submit a bid. Best, Owen Owen Moody Account Executive PCMG inc. owen.moodv@pcmq.com Tel: 1-800-625-5468 ext. 38503 Fax: 310?630?6803 .:oorn -. From: Walker, Eryck Sent: Wednesday, May 06, 2015 3:20 PM To: Moody, Owen Subject: Pen-LinkCollection Maintenance Quote Importance: High Good Afternoon Owen, Please con?rm PC Mall Gov?t can provide a quote for this. The City of FOrt Worth would like quotes on Annual Maintenance Support for 4 Proxy, 1 LINCOLN and 2 Call Content Channels. Best Regards, Eryck Walker Sr. Buyer 817.392.6610 Strong people don?t put others down, they lift them up! 1! City of Fort Worth Working together to build a strong community. Intercept licenses with Pen- PEN I it". the Keys Michael Munday Territory Manager IT Lead Programmer/Analyst Pen-Link, Ltd. Fort Worth Police Department 5935 VanDervoort Dr, 350 West Belknap Street, Fort Worth, Texas 75102 Lincoln, NE 53516 Michael.Mund FortWorthTexas. ov tel: 817.392.4253 fax: 817.392.4246 Voice: 402,421,8857 . FAX: 402.421.9287 Email: dprouty@penlink.com February 19, 2014 ?Dear Michael: I Pen?Link, Ltd. is the sole source provider of all Pen-Link Software Products, services, maintenance, and hardware, and configurations including the Pen-Link Version 8.2 product suite and LINCOLN administrative software. We utilize no agents, dealers, or distributors. Pen? Link?s products can only be purchased directly from Pen?Link, Ltd., which is located in Lincoln, Nebraska. Pen-Link's Federal Tax ID. if is 47?0707585. Please call if you have any immediate questions or need further help with your purchase of Pen-Link. Sincerely, Darren Prouty 401% Territory Manager . 5936 VanDervoort Drive - Lincoln, NE 68516 - 402.421.8857 Fax 402.421.9287 - TO: Purchasing Division City of Fort Worth REQUEST FOR SOLE SOURCE PROCUREMENT [chad Mu Purchasing Manager or Designee Request approval for Sole Source Procurement of goods and/or services for the reasons described in sections 3 and 4 below. Describe item(s) 0r service(s) to be purchased. Include cost, name and telephone number of vendor and other descriptiv information. jgmdu?? Mdi'?h?rid? )5 p617~?r?k 5t/?56em. Mariam/me ?fe/Mid?? Vendof: 9/052 @557 De?nition of Sole Source Procurement Condition (check one or more applicable items). This sole source procurement is necessary because: Items are available from only one source because of patents, copyrights, secret processes, or natural monopolies This is a procurement of electricity, gas, water, or other utility services These are captive replacement parts or components for equipment are of paramount consideration or use of other than OEM parts jeopardizes warranty and/or insurance coverage These are ?lms, manuscripts, books, papers, or other materials that are available only from the persons holding exclusive distribution rights to the materials These are management services provided by a nonpro?t organization of municipal museum, park, zoo, or other facility to which the organization has provided signi?cant ?nancial or other bene?ts Detail of Sole Source Procurement Condition (reason(s) the item requested is the only product that will meet the need): . Wax/z {Ma/we /Sc(l??1?0r? 74L {?ts $4569?? gm A4 a Vzu/d?/e ??mott/g/r 108/7 {Mk Page 1 of 2 Solicitations and Products Evaluated (Required) (add additional pages, if needed): 00 A. 4674211 Mam 62me 9177 6/7 Ll?zi . 5?0- Product Name of Vendor Bid Aniount (Darren ?fag?alalr ?357 Person Contactedd Telephone Number Status B. 3 Product Name of Vendor Bid Amount Person Contacted 7 Telephone Number Status (3. i Product Name of Vendor Bid Amount Person Contacted Telephone Number Status I- - .I .I I certify that a sole source condition exists for item(s) that are normally bid competitively. Please forward this request to the Purchasing Division. Cl/lflil'u Mag. Palm {24% We; Division Manager? Department Signature 1/ Date (Printed Name) Purchasing Division Comments: erx?l?I\AK '5?le7_ 6m a? GAMMA mails-Pike.? 1 Hr Admin? Sofa-wart. L?mcaLh 'En?-auhenci . PD M5 van-gr. Swag 92c. I Buyer/Senior Buyer/Supervisor: 7 \L"t Date APPROVED: 2191344 Purchasing Manager ?or Designee Date DENIED: Purchasing Manager or Designee Date Revised 3/17/2011 Page 2 of 2 Invoice 12290 PE N- K, TD Date 2/14/2014 5936 VanDervoort Drive Page 1 Lincoln, NE 68516 PH: (402)-421-8857 Bill To: Ship To: Fort Worth Police Department-Fort Worth?ND Contract Number Purchase Order No. Customer ID Salesperson ID Shipping Method . Payment Terms Ship Date PCR 2/14/2014 Ordered Item Number 1 Description Unit Price Ext-Price 1 Collection Maintenance Premium $15,560.00 $15,560.00 Please Remit to Above Address Subtotal $15.560.00 . Tax- $0.00 Maintenance period 2/1/14 1131/15 Tota $15,560.00 System for Award Management Search Results Current Search Terms: Iimited* Notice: This printed document represents only the first page of your SAM search results. More results may be available. To print your complete search results, you can download the PDF and print it. No records found for current search. SAM System for Award Management 1.0 Note to all Users: This is a Federal Government computer system. Use of this system constitutes consent to monitoring at all times. . 5.. IBM V1.1466.20140121-1343 I Page 1 of 1 Glossary Search Results Entity Exclusion Filters By Record Status By Functional Area - Entity Management BY Functional Area - Performance Information 1 el 2/25/2014 ?140) 0 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (?Agreement?) is made and entered into by and between the CITY OF FORT WORTH (the ?City"), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and PEN-LINK, LTD. (the ?Contractor"), a Nebraska Limited Liability Company, acting by and through its duly authorized Territory Sales Manager, each individually referred to as a "party" and collectively referred to as the ?parties.? CONTRACT DOCUMENTS: The Contract documents shall include the following: This Professional Services Agreement Exhibit A - Statement of Work plus any amendments to the Statement of Work Exhibit - Payment Schedule Exhibit Milestone Acceptance Form Exhibit Network Access Agreement Exhibit Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to supply the City with professional services associated with provision, installation, and training for hardware and software associated with the electronic investigative tools known as Pen-Link and LINCOLN. In particular, Contractor wiil provide all equipment and software and perform all services outlined and described in the Statement of Work, which is attached hereto as Exhibit and in the Quote, which is attached hereto as Exhibit both of which are incorporated herein for all purposes as though they were set forth at length. 2. TERM. This Agreement shall commence on the date that both the City and Contractor have executed this Agreement (?Effective Date?) and shall continue in full force and effect until February 28th, 2014 (?Initial Term?), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed $227,831.50 in accordance with the provisions of this Agreement and the Quote and Payment Schedule attached as Exhibit which is incorporated for all purposes herein. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests such services and provides advance written approval of the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City ?rst approves such expenses in writing. 4. 4.1. Convenience. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days? written notice of termination. OFFICIAL RECORD IT Professional Services Agreement Page 1 of 17 CFW Pen-Link Ltd. 31W SECRETARY 5?31?12 Pl jugs 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period f0r 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. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the end of the Initial Term, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deem ed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 51 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor?s services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Contractor, for itself and its of?cers, agents and employees, agrees that it shall treat all information provided to it by the City (?City information?) as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or othenrvise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to c00perate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the ?nal conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to 1T Professional Services Agreement Page 2 of 17 CFW Pen-Link Ltd. the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after ?nal payment of the subcontract, or the ?nal conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. it is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsibie for the acts and omissions of its of?cers, agents, servants, employees, contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its of?cers, agents, servants and employees, and Contractor, its of?cers, agents, employees, servants, contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. it is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any of?cers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor shall be reSponsible and liable for any and ail payment and reporting of taxes on behalf of itself, and any of its of?cers, agents, servants, employees or subcontractors. 8. AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND 0R CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR OMISSIOMS), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software andlor documentation in accordance with this Agreement. Contractor shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing 50. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software andlor documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settiement or compromise, such use is materially adversely restricted, Contractor shall, at its own expense and as City's sole iT Professional Services Agreement Page 3 of 1? CFW 8. Pen?Link Ltd. remedy, either: procure for City the right to continue to use the software and/or documentation; or modify the software andlor documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or replace the software and/or documentation with equally suitable, compatible. and functionally equivalent non-infringing software andlor documentation at no additional charge to City; or if none of the foregoing alternatives is reasonably available to Contractor, terminate this agreement and refund to City the payments actually made to Contractor under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties. obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (3) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle? shall be any vehicle owned, hired and non?owned Worker's Compensation - Statutory limits Employer's liability $100,000 Each accidentioccurrence $100,000 Disease per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers? Compensation and Employers? Liability coverage with limits consistent with statutory benefits outlined in the Texas workers? Compensation Act (Art. 8308 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers? Liability of $100,000 each accidentloccurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee IT Professional Services Agreement Page 4 of 1? CFW Pen?Link Ltd. Technology Liability $1,000,000 Each Claim Limit $1 ,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: Failure to prevent unauthorized access (ii) Unauthorized disclosure of information implantation of malicious code or computer virus (iv) Fraud, Dishonest or intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E80. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (8) (C) 11. The commercial general liability and automobile liabitity policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, of?cials, agents, and volunteers in respect to the contracted services. The workers? compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non?payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. The insurers for all policies must be licensed andfor approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current AM. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. Any failure on the part of the City to request required insurance documentation shail not constitute a waiver of the insurance requirement. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. COMPLIANCE WITH LAWS, AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinanCes. rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City noti?es Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. iT Professional Services Agreement Page 5 of 17 CFW Pen-Link Ltd. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successms in interest, as part of the consideration herein, agrees that in the performance of Contractor?s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. lf any claim arises from an alleged violation of this non? discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: If to City if to Contractor Attn: Charles W. Daniels, Assistant City Manager Attn: Patrick C. Runyan, Territory Sales Manager 1000 Throckmorton 5936 VanDervoort Drive Fort Worth TX 76102?6311 Lincoln, NE 685165 Facsimile: (817) 392?8654 Facsimiie: (402) 421 ?9287 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERSIIMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW I VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County. Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. lT Professional Services Agreement Page 6 of 17 CFW Pen-Link Ltd. 18. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, ?res, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to de?ne or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have had opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This written instrument (together with any attachments, exhibits, and appendices) constitutes the entire understanding between the City and Contractor, their assigns and successors in interest, concerning the work and services to be performed hereunder. Any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's Option. Contractor shall either use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or refund the fees paid by the City to Contractor for the nonconforming services. lT Professional Services Agreement Page 7 of 17 CFW Pen?Link Ltd. 26. MILESTONE ACCEPTANCE. Contractor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit If the City rejects the submission, it will notify the Contractor in writing as soon as the determination is made listing the specific reasons for rejection. The Contractor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Contractor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City?s acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. lf ContractOr, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section ?Contractor Personnel?), requires access to the City's computer network in order to provide the services herein, Contractor shail execute and comply with the Network Access Agreement which is attached hereto as Exhibit and incorpOrated herein for all purposes. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the immigration Nationality Act (INA) which includes provisions addressing employment eligibility, employment veri?cation, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-Q), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all l?9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall ?rst attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the partYs specific reasons for such dispute. Within ten (10) business days of receipt of the notiCe, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non?binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Commercial Arbitration Rules Mediation Procedures of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney?s fees; however, the parties shall share equally in the costs of the mediation. It the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. lT Professional Services Agreement Page 8 of 1? CFW Pen?Link Ltd. 30. CONFLICTS WITH END USER LICENSE AGREEMENT To the extent there is any conflict between the terms of this Professional Services Agreement and the terms of any End User License Agreement (EULA), the terms of this Agreement shall govern. 31. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Contractor whose name, title and signature is af?xed on the Veri?cation of Signature Authority Form, which is attached hereto as Exhibit and incorporated herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. -, 20L. {gwrmess WHEREO the parties hereto have executed this Agreement in multiples thisI/Z/Y/?y of ACCEPTED AND AGREED: CITY OF FORT WORTH: PEN.LINK, LTD.: Territory Sales Manager Date: IR - at Ia APPROVAL RECOMMENDED: i" w, MW ?4 commute: -- My By: Jeffrey?! Haist'ead . . Chief of Police 1 27 TO ORM AND LEGALITY Denis . McElr Ty Assistant City A ey CONTRACT AUTHORIZATION: P-11465 Date Approved: December 11, 2012 IT Professional Services Agreement Page 9 of 17 CFW Pen-Link Ltd. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A STATEMENT OF WORK Scope of Work for 4-Useri2-Channel LINCOLN System Reference Quote Contact Info: Fort Worth Police Department Justin Stroud 350 West Belknap Fort Worth TX 76102 Overview: The City?s Police Department (FWPD) requires the ability to conduct unlimited pen-registers and simultaneous telephone intercepts for up to 2 phones in real time. In addition, FWPD requires the ability to analyze call records from historical Call Detail Reports or from live data. In order to meet these requirements, Contractor will provide a 4-User 2-Channel LINCOLN System including all necessary hardware and software. As part of the purchase of the LINCOLN System, Contractor will: 0 Install Pen-Link and LINCOLN Servers and Evidentiary Storage in the City Hall Datacenter located at 1000 Throckmorton Street. Install and configure LINCOLN and Pen-Link software on Servers. 0 Install and configure Pen-Link Software on 4 Workstations at the Blue Mound Wire-Room. Provide a 2?day LINCOLN Access Training (LAT) for FWPD's designated System Administrators. 0 Provide a 3-day Call Analysis Training School (CATS) to train up to 10 FWPD Investigators and Monitors. 0 Provide maintenance service for one year from the date of installation at no additional cost, in accordance with the terms of a separate maintenance agreement Details and Schedule: Contractor will be installing 4-Userl2-channel LINCOLN System Contractor is responsible for the installation of Servers, Workstations and con?guration of the Pen-Link LINCOLN System for real-time telephone intercepts. Network wiring to the workstations from the Pen- Link Server. internet service", and Phone Lines? are the responsibility of City?s Police Department. Internet Service will need to be a minimum of Business Class Service with 3-static IP Addresses 4 POTS lines with connect/disconnect (loop current drop) are required for dial down lines Contractor wiil conduct the following work for the amount stated on quote (Exhibit B) as per the schedule below: Day1: - Inventory and inspection of all shipped equipment. - Begin unpacking and organizing equipment. 0 Installation of Server Rack, mn server cabling and secure Servers to the Rack. 0 Connect all Servers to LAN. 0 Installation and con?guration of Workstations. - Begin con?guration of LINCOLN System including the CISCO ASA: 0 Initial setup to Telephone Carriers (Note: FWPD will need to contact the CALEA Compliance Department of any Carrier?s whom they wish to have a direct feed for tT Professionai Services Agreement Page 11 of 17 CFW Pen-Link Ltd. pen-registers or Title-3?s Sprint, Metro PCS, etc.] prior to Pen-Link?s arrival in order to request VPN access.) 0 Installing Pen-Proxy and configuring customer accounts (Note: FWPD will need accounts and access prior to Contractor arrival (ie. l1020, Neustar, etc.) Installation and configuration of Evidence Storage Jukebox. Install additional software quoted including Terminal Services. Active Directory, NetOp and Microsoft MapPoint. Final System Configuration and System performance tests. Informal training of System Administrators on LINCOLN Software including: Review of Network Permissions, Including Adding Monitors Troubleshooting Possible Errors in the system Brief understanding of CALEA J-Standard Messages Archive and Backup Call Data and Content (Working Copies Only) Provide Basic Monitoring training. 0 Contractor will cover any additional topics as time allows. Site Cleanup. 0 000 Training: . The 2-day LAT and 3-day CATS classes will be held at facilities on a mutually agreed date. Customer Requirements: All assumptions MUST be correct to validate this sc0pe of work. If any information listed below are inaccurate, contact Contractor?s sales representative immediately. Any inaccuracies could result in increased labor charges. IT Professional Services Agreement The customer must provide adequate space for Server Set-up and Workstations. The customer must provide Business class High Speed Internet with a minimum of 3 static IP address. Cat 58 or 6 cabling from Sever Rack to PeneLink Work Stations. Electrical Requirements: Minimum 10 outlets for Rack Equipment (UPS's Preferred) Environmentally controlled environment at the DataCenter where LINCOLN rack will be installed If additional materials are needed, the City will be responsible for providing them. Customer?s assistance in removing old work stations and any other help during the installation will help in creating extra time for training. Page 12 of 17 CFW Pen-Link Ltd. EXHIBIT QUOTE AND PAYMENT SCHEDULE Software 3 4 PL INTERCEPT - NETWO RK $9,600.00 Peri-Link Intercept 8 2 Netwonr version 4 $96010 $1840.00 1 LINCOLN ADMIN 00 $5100!? 2 CALL CONTENT CHANNEL $7,500.00 $15.000?3 582.2401!) Hardware 3 ENTERPRISE TERMINAL SERVICES SERVER (40 51 0.05463 310.054 63 Doll R610 Dual Hen Core Proc 10K 8A5 Hard DIWBI I Per: 64 Rad Conlroller Redundant Power Supplies 1 Dual Embedded Gigablt Ethernet me Rack Chassis wi Rapid Railo Enterprise 1 5-Year Gold Support 1 LINCOLN RECORDING SERVER 310.045.?) 310134500 Dell T610 or R710 (Dependmg on Customer Requirements) Dual Hex: Cori: Proc 15k RPM Hard Dave: 1 Redmdanl Power Supply Pore an Raid Controller Redundant Power Supplles Dual Embedded Glgabil Ethemel Rack Chassis w! Rapid Rails 5 IORAC Enlerpnse Samar Gold Supporl ACTIVE DIRECTORY SERVER 39.11838 39,11838 Dell R610 Dual Hex: Core Pro10K 5A5 Hard Drums 1 Per: 6/1 Raid Controller Redundant Powar Supplies Dual Embedded Gigabir Ethernet Flack Chews wr Rapid Rails 1 Entomnse 5?year Gold Support 1 DIALOGIC 12 PORT ANALOG PACKAGE 85,0945!) $5,094,513 lncludos 12 Runlimo booms 1 Clsco VPN ROUTER 5510 PACKAGE. 250 TUNNELS $4.48? 54% 34.48754 Includes 3-Year Worranry +Hours of Con?guration Serwoea 4 PROFESSIONAL WORKSTATION (DUAL 22? FLAT PACKAGE 31.99823 $7,993 12 Opliplex 790 SSF Wilden? 5 Windows? Prolessronal Support 512MB Radeon [Dual22 in Flat Panel Monllor: 1 Head Phoms i USB Foolpedal 5 APC Workstation UPS 346.793 17 Third-Party Software 4 MICROSOFT TERHINAL SERVICE CALS $73.21 5292 34 Microsoll Teri-ulna! Service CALS (Und with Terrmnal Somme: Server) 1 NETOP HOST $64.78 864 76 3 NETOP GUEST $152 98 3458.94 4 MICROSOFT MAPPOINT $20113 $83092 $1 34746 1 Palm SOFTWARE SERVER ENTRY LEVEL $8,305 28 $8,305.26 Doll R710 Dual Hex: Core Free 72K SATA Hard Drives 1 Porc?? Raid Controller I Redundan: Pow Suwhos Dual Embedded Glgabll Elnora! NIC Rack Chassis w: Raprd Rails IDRAC Enlarpnse 3-Year Next 8mm? Day Suppon window: Server 2008 R2 standard 1 DISC 15 SLOT JUKEBOX PACKAGE ?5.231 56 $15,231,56 15 slot - 1 Drive Jukeborr 15 slot - 1 Drive Jukebox 3-Year warranty I DISC Jukebox manager wi 3-Year warranty I SAS Controller Card I Lrle SAS Cable mqulred for DISC Jukeboxes (Tl-iroer require a PolN?l' Server) 1 TRIPP LITE SASCABLE 810850 $103.50 required lor Jukeboxes $23,645 32 IT Professional Services Agreement Page 11 of 17 CFW Pen~Link Ltd. IT Professional Services Agteement Installation 1 INSTALL-INITIAL LINCOLN tndali - Initial 2~Day Training 4e. CATS Call Training School 10 Person - Hosted Closed 10 LAT $995.00 LINCOLN Administrator Training Hosted - Open Third Party Hardware .. 3-3" gas 5 KIT UFED TOUCH ULTIMATE Compute Logical Physical Mable Foreneic Solution 1 QUASIMO DO 510.0(1) DO $1 0.3.10 00 Part No 200059001 1 JUGULARS Complete Kit 37.950130 57.950 00 Port No 200446?002 565.370 00 ShiPPln? 1 HARDWARE SHIPPING $685 55 $685 55 50.0) $003 $227,331.50 Structure of Payments The Contractor shall submit signed invoices to the City, said invoice to summarize the work performed. If the City requires additional reasonable information related to any requested payment, the City shall request the same after receiving the above information, and the Contractor shall provide such additional reasonable information to the extent the same is available. Invoices shall be submitted no later than the 15th day following the end of the month and sent to Sasha Kane. Contract Services Unit, Fort Worth Police Department, 350 West Belknap, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. On full and ?nal completion of the Services, Contractor shall submit a final invoice. and City shail pay any balance due within 30 days of receipt of such invoice. In the event of a disputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. For contested billings, the City shall make payment in fuil to Contractor within 60 days of the date the contested matter is resolved. If City fails to make such payment, Contractor may, after giving 7 days? written notice to City, suspend services under this Agreement until paid in full, including interest calculated from the date the billing contest was resolved. In the event of suspension of Services. Contractor shall have no liability to City for delays or damages caused to City because of such suspension of services. Page 12 of 17 CFW Pen-Link Ltd. EXHIBIT MILESTONE ACCEPTANCE FORM Services Delivered: Milestone I Deliverable Ref. #1 Milestone Deliverable Name: Unit Testing Completion Date: Milestone Deliverable Target Completion Date: Milestone Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Contractor: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: lT Professional Services Agreement Page 13 of 17 CFW Pen-Link Ltd. NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectiveiy the "Network"). Contractor wishes to access the City?s network in order to provide professional services associated with provision, installation, and training for hardware and software associated with the electronic investigative tools known as Pen?Link and LINCOLN, as more fully described in the Statement of Work included in Exhibit and the Quote included in Exhibit In order to provide the necessary support, Contractor needs access to and use of the City's internet connection in order to provide connectivity to and between the Pen-Link system components. LINCOLN servers, Evidence Storage Jukebox and Cisco ASA. The Pen~Link system will operate as a stand-alone system and will not be provided interconnectivity with or access to any other existing City systems or network. 2. Grant of Eimited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of obtaining internet connectivity associated with provision, installation, and training for a stand-alone hardware and software system associated with the electronic investigative tools known as Pen?Link and LINCOLN. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such appticable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs ?rst. This Agreement will be associated with the Services designated below. Services are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. El EDD his . Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of of?cers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City?assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City?s Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel For purposes of this section, Contractor Personnel shall iT Professionat Services Agreement Page 14 of 17 CFW Pen-Link Ltd. Wuunu any It 0?0. 32 430 include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who wilt provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: Contractor shall be responsible for any City?owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City Contractor, andlor Contractor Personnel, shall be prohibited from connecting personal y~ owned computer equipment to the City's Network Contractor Personnel shall protect City?issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City?s Network Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City?s Administrative Regulation D7 Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (9) All network activity may be monitored for any reason deemed necessary by the City A Network user iD may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirety any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, em ptoyees and/or representatives to access the City?s Network. 7. Information Security; Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentiats and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City?s Network, including but not iimited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of of?cers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. By: I i/LvL Name: {erg Pact Title: - ?m~L?m MI 1211/ 1L ACCEPTED AND AGREED: CITY OF FORT WORTH: ty Manager 2. Date: ATTEST: OFFICIAL RECQRD crr?r sacrament FE. TX Page 15 of 17 it Professional Services Agreement CFW Pen?Link Ltd. EXHIBIT VERIFICATION 0F SIGNATURE AUTHORITY Full Legal Name of Company: Pen-Link, Ltd. Legal Address: Services to be provided: Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rer on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: leCK C. (exam/RN mnd?eal? Sig?at/ure 2. Name: L. Pepe Position: calm: saute MGL. 4222 Signat?re 3. Name: Position: Signature Name: km 1 Signature of President Other Title: Viac. ?R-mam?c Date: 11.21.?. IT Professional Services Agreement Page 16 of 17 CFW Pen~Link Ltd. Review Page 1 of 2 (Liffk'tal 1111711? 1:21 the (Titty of Fed Werth, FomWonm CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 12/11/2012 DATE: 12/11/2012 REFERENCE NO.: LOG NAME: l?l?gigow . PUBLIC CODE. TYPE. CONSENT HEARING: NO SUBJECT: Authorize Execution of a Professional Services Agreement with Pen-Link, Ltd., in the Amount of $227,831 .50 for the First Year, for Communications Intelligence Software, Hardware, Training and Related Services for the Police Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a professional services Agreement with Pen-Link, Ltd. in the amount of $227,831.50 for the first year, for communications intelligence software, hardware, training and related services for the Police Department. DISCUSSION: The purpose of this Mayor and Council Communication is to authorize execution of a professional services Agreement for hardware, software, training, and related services for use in intelligence gathering by the Police Department. Law enforcement and intelligence agencies nationwide use Pen-Link, Ltd. (Pen-Link), hardware and software in the collection, storage, and analysis of communications data. Pen?Link products include a fully integrated database application that allows law enforcement to more easily acquire, store, and analyze telecommunication information and intelligence gained through law enforcement investigations with proper legal authorization. The products offer reporting, charting, and other analytical features that greatly improve efficiency in the analysis of vast amounts of data by intelligence professionals. This purchase includes all necessary hardware, software, installation, training and technical support for both Pen-Link and Lincoln intelligence products. The Pen?Link systems will allow the Police Department, with proper legal authorization, to capture phone data from multiple providers in a virtual format and to analyze and apply that data to investigations using a computerized database. The system can link multiple sources of data together, analyze data across the sources, and note patterns or links in the data that might otherwise go unfound by conventional investigations. The Pen-Link products will be used as a regional asset for surrounding local and state agencies. The Pen-Link system will help the Police Department to identify, investigate and apprehend persons who are a criminal threat to critical infrastructure, key resources, or other homeland security resources. Pen-Link is the documented sole source provider of all Pen-Link and Lincoln software products, hardware, and related services. This purchase will be made using funds provided by the Homeland Security Grant Program. This grant program encourages jurisdictions to strengthen local and regional preparedness efforts and to seek benefits available through cooperative action. PRICE ANALYSIS - The City has no recent purchasing history for these types of goods or services. 1/2012 12/27/2012 Review Page 2 of 2 Overall, prices are considered fair and reasonable. MNVBE - A waiver of the goal for subcontracting requirements was requested by the Purchasing Division and approved by the Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER An Administrative Change Order or increase may be made by the City Manager in the amount up to $50,000.00 and does not require specific City Council approval as long as suf?cient funds have been appropriated. AGREEMENT TERM This Agreement shall begin upon City Council's approval and execution of the Agreement and shall remain in effect until February 28, 2013. FISCAL INFORMATIONICERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/AccountICenters FROM Fund/AccountICenters GR76 539120 035442511010 $227.831.50 Submitted for CitLManaqer's Office by; Susan Alanis (8180) OrigLinatinq Dep_artment Head: Lena Ellis (8517) Jack Dale (8357) Add't' II t'on Co tact: I Iona orma I Angela Gonzales (7648) ATTACHMENTS 1/2012 12/27/2012 SECREIABN PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (?Agreement?) is made and entered into by and between the CITY OF FORT WORTH (the ?City'), a home-rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager. and PEN-LINK, LTD. (the ?Contractor?), a Nebraska Limited Liability Company. acting by and through its duly authorized Territory Sales Manager, each individually referred to as a ?party? and collectively referred to as the ?parties.? CONTRACT DOCUMENTS: The Contract documents shall include the following: This Professional Services Agreement Exhibit A - Statement of Work plus any amendments to the Statement of Work Exhibit Payment Schedule Exhibit Milestone Acceptance Form Exhibit Network Access Agreement Exhibit Signature Veri?cation Form 991.439.?? All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any con?ict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to supply the City with professional services associated with provision, installation. and training for hardware and software associated with the electronic investigative tools known as Pen-Link and in particular. Contractor will provide all equipment and software and perform all services outlined and described in the Statement of Work. which is attached hereto as Exhibit and in the Quote. which is attached hereto as Exhibit both of which are incorporated herein for all purposes as though they were set forth at length. 2. TERM. This Agreement shall commence on the date that both the City and Contractor have executed this Agreement ("Effective Date') and shall continue in full force and effect until February 2014 (?initial Term?). unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Contractor an amount not to exceed $227,831.50 in accordance with the provisions of this Agreement and the Quote and Payment Schedule attached as Exhibit which is incorporated for all purposes herein. Contractor shall not perform any additional services for the City not speci?ed by this Agreement unless the City requests such services and provides advance written approval of the additional costs for such services. The City shall not be liable for any additional eXpenses of Contractor not specified by this Agreement unless the City ?rst approves such expenses in writing. 4- germ. 4.1. Convenience. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days? written notice of termination. lT Professional Services Agreement Page 1 of 17 CFW Pen-Link 12?31-12 4.2 Non-appropriation of Funds. In the event no funds or insuf?cient funds are appropriated by the City in any ?scal period for any payments due hereunder. City will notify Contractor of such occurrence and this 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. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty. obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and Oblioationg of the Parties. In the event that this Agreement is terminated prior to the end of the Initial Term, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason. Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. in the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Con?icts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. in the event that any conflicts of interest arise after the Effective Date of this Agreement. Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Con?dential Information. Contractor. for itself and its of?cers. agents and employees. agrees that it shall treat all information provided to it by the City (?City Information?) as con?dential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access. modify, delete or otherwise corrupt City lnforrnation in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. in which event. Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6- Contractor agrees that the City shall, until the expiration of three (3) years after ?nal payment under this contract. or the ?nal conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents. papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during norrnai working hours to all necessary Contractor and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shali give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to iT Professional Services Agreement Page 2 or' CFW 8. Pen-Link Ltd. the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after ?nal payment of the subcontract, or the ?nal conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books. documents. papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent. representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents. servants. employees. contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its of?cers, agents, servants and employees. and Contractor. its of?cers. agents. employees, servants. contractors and subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any of?cers, agents, servants. employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents. servants. employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself. and any of its of?cers, agents. servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY. INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER. WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT OR OMISSIONIS). MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS. AGENTS. SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY. ITS OFFICERS. AGENTS. SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED. FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY. INCLUDING DEATH. TO ANY AND ALL PERSONS. ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT. ITS OFFICERS, AGENTS. SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Contractor agrees to defend, settle. or pay. at its own cost and expense, any claim or action against the City for infringement of any patent. copyright. trade secret. or similar property right arising from City's use of the software andlor documentation in accordance with this Agreement. Contractor shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software andfor documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or. if as a result of a settlement or compromise. such use is materially adverser restricted. Contractor shall, at its own expense and as City's sole IT Professional Services Agreement Page 3 of 1' 7 CFW 81 Pen-Link Ltd. remedy, either: procure for City the right to continue to use the software andlor documentation; or modify the software andlor documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software andlor documentation; or replace the software andlor documentation with equally suitable, compatible, and functionally equivalent non-infringing software andlor documentation at no additional charge to City; or if none of the foregoing alternatives is reasonably available to Contractor, terminate this agreement and refund to City the payments actually made to Contractor under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties. obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and Assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. Contractor shall provide the City with certi?cate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Contractor, its employees, agents, representatives in the course of the providing senrices under this Agreement. "Any vehicle? shall be any vehicle owned. hired and non-owned Worker's Compensation - Statutory limits Employer's liability $100,000 Each accidentfoocurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers? Compensation Act (Art. 8308 1.01 et seq. Tex. Rev. Civ Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence. $500,000 bodily injury disease policy limit and $100,000 per disease per employee IT Professional Services Agreement Page 4 of 17 CFW Pen-Link Ltd. Technology Liability $1,000,000 Each Claim Limit $1 ?00,000 Aggregate Limit Coverage shall include, but not be limited to, the following: Failure to prevent unauthorized access (ii) Unauthorized disclosure of information lm plantation of malicious code or computer virus (iv) Fraud. Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy speci?c to Technology Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims?made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certi?cate of insurance shall be submitted to the City to evidence coverage. 10.2 General Reguirernents (C) 11. The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, of?cers. of?cials. agents. and volunteers in respect to the contracted services. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager. City of Fort Worth, 1000 Throckmorton, Fort Worth. Texas 76102, with copies to the City Attorney at the same address. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Ali insurers must have a minimum rating of A- VII in the current AM. Best Key Rating Guide, or have reasonably equivalent ?nancial strength and solvency to the satisfaction of Risk Management. If the rating is below that required. written approval of Risk Management is required. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Certi?cates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal. state and local laws, ordinances. rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal. state and local laws. ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances, rules or regulations. Contractor shall immediately desist from and correct the violation. IT Professional Services Agreement Page5of17 CFW Pen-Link Ltd. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns. subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor?s duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest. Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand?delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic con?rmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: If to City If to Contractor Attn: Charles W. Daniels, Assistant City Manager Attn: Patrick C. Runyan, Territory Sales Manager 1000 Throckmorton 5936 VanDervoort Drive Fort Worth TX 76102-6311 Lincoln, NE 68516 Facsimile: (817) 392-8654 Facsimile: (402) 421-9287 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall. during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 1 5. GOVERNMENTAL POWERSIIM MU NITI ES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW I VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. IT Professional Services Agreement Page 6 of 17 CFW Pen?Link Ltd. 1 8. If any provision of this Agreement is held to be invalid, illegal or unenforceable. the validity. legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement. but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control. including, but not limited to, compliance with any government law. ordinance or regulation. acts of God. acts of the public enemy. ?res. strikes. lockouts. natural disasters. wars. riots. material or labor restrictions by any governmental authority. transportation problems andlor any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only. shall not be deemed a part of this Agreement, and are not intended to de?ne or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have had opportunity to review and revise this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument. which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This written (together with any attachments. exhibits. and appendices) constitutes the entire understanding between the City and Contractor, their assigns and successors in interest. concerning the work and services to be performed hereunder. Any prior or contemporaneous. oral or written agreement that purports to vary from the terms hereof is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes. be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event. at Contractor's option. Contractor shall either use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or refund the fees paid by the City to Contractor for the nonconforming services. IT Professional Services Agreement Page 7 of 17 CFW Pen-Link Ltd. 26. MILESTONE ACCEPTANCE. Contractor shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form. which is attached hereto as Exhibit If the City rejects the submission, it will notify the Contractor in writing as soon as the determination is made listing the speci?c reasons for rejection. The Contractor shall have ten (10) days to correct any de?ciencies and resubmit the corrected deliverable. Payment to the Contractor shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City?s acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. If Contractor. and/or any of its employees. of?cers. agents. servants or subcontractors (for purposes of this section ?Contractor Personnel?). requires access to the City's computer network in order to provide the services herein, Contractor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit and incorporated herein for all purposes. 28. IM MIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration Nationality Act (INA) which includes provisions addressing employment eligibility. employment verification. and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Veri?cation Form maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certi?cation letter that it has complied with the veri?cation requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim, dispute. or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall ?rst attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim. dispute, or breach. The notice shall state the nature of the dispute and list the party's speci?c reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort. either through email, mail. phone conference. in person meetings. or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of. or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Commercial Arbitration Rules Mediation Procedures of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses. including attorney?s fees; however, the parties shall share equally in the costs of the mediation. If the parties nnot resolve the dispute through mediation. then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. IT Professional Services Agreement Page 8 of 17 CFW 8: Pen-Link Ltd. 30. CONFLICTS WITH END USER LICENSE AGREEMENT To the extent there is any con?ict between the terms of this Professional Services Agreement and the terms of any End User License Agreement (EULA), the terms of this Agreement shall govern. 31. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that helshe has the legal authority to execute this agreement on behalf of the respective party, and that such binding authonty has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto. may be executed by any authorized representative of Contractor whose name. title and signature is af?xed on the Veri?cation of Signature Authority Form. which is attached hereto as Exhibit and incorporated herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. IN WITNESS parties hereto have executed this Agreement in multiples Hwy-of M4 20 . ACCEPTED AND AGREED: CITY OF FORT WORTH: PEN-LINK. LTD.: By: By: Ch es . Daniels Assn City Manager Territory Sales Manager Date: AZ: a *3 Date: APPROVAL RECOMMENDED: i Merriam By: JeffreyW. Iste?d 27, - in. on 30' 2013." Chief of Police A TO FORM AND LEGALITY By: DenIs?C. Assistant City ey CONTRACT AUTHORIZATION: P-11465 Date Approved: December 11, 2012 IT Professional Services Agreement Page 9 of 17 CFW 8: Pen-Link Ltd. EXHIBIT A STATEMENT OF WORK Scope of Work for 4-Userl2-?Channel LINCOLN System Reference Quote 000-01 Contact Info: Fort Worth Police Department Justin Stroud 350 West Belknap Fort Worth TX 76102 Overview: The City's Police Department (FWPD) requires the ability to conduct unlimited pen-registers and simultaneous telephone intercepts for up to 2 phones in real time. In addition, FWPD requires the ability to analyze call records from historical Call Detail Reports (CDR's) or from live data. In order to meet these requirements, Contractor will provide a 4-User I 2-Channel LINCOLN System including all necessary hardware and software. As part of the purchase of the LINCOLN System, Contractor will: 0 Install Pen-Link and LINCOLN Servers and Evidentiary Storage in the City Hall Datacenter located at 1000 Throckmorlon Street. install and con?gure LINCOLN and Pen-Link software on Servers. Install and con?gure Pen?Link Software on 4 Workstations at the Blue Mound Wire-Room. I Provide a 2-day LINCOLN Access Training (LAT) for FWPD's designated System Administrators. 0 Provide a 3-day Call Analysis Training School (CATS) to train up to 10 FWPD Investigators and Monitors. - Provide maintenance service for one year from the date of installation at no additional cost, in accordance with the terms of a separate maintenance agreement Details and Schedule: Contractor will be installing 4-User!2-channel LINCOLN System Contractor is responsible for the installation of Servers, Workstations and con?guration of the Pen-Link LINCOLN System for real-time telephone intercepts. Network wiring to the workstations from the Pen- Link Sewer. intemet service?, and Phone Lines" are the responsibility of City's Police Department. Internet Senrice will need to be a minimum of Business Class Service with 3-static IP Addresses 4 POTS lines with oonnectldisconnect (loop current drop) are required for dial down lines Contractor will conduct the following work for the amount stated on quote (Exhibit B) as per the schedule below: Day 1: 0 Inventory and inspection of all shipped equipment. I Begin unpacking and organizing equipment. - installation of Server Rack, run server cabling and secure Servers to the Rack. 0 Connect all Servers to LAN. 0 Installation and con?guration of Workstations. a Begin con?guration of LINCOLN System including the CISCO ASA: 0 Initial setup to Telephone Carriers (Note: FWPD will need to contact the CALEA Compliance Department of any Carrier?s whom they wish to have a direct feed for IT Professional Services Agreement Page 11 of 1? CFW Pen-Link Ltd. pen-registers or Title?3?s Sprint. Metro PCS, etc.] prior to Pen-Link?s arrival in order to request VPN access.) 0 Installing Pen?Proxy and con?guring customer accounts (Note: FWPD will need accounts and access prior to Contractor arrival (ie. [1020, Neustar, etc.) Installation and con?guration of Evidence Storage Jukebox. Install additional software quoted including Terminal Services. Active Directory, NetOp and Microsoft MapPoint. Final System Con?guration and System performance tests. Informal training of System Administrators on LINCOLN Software including: 0 Review of Network Permissions, Including Adding Monitors Troubleshooting Possible Errors in the system Brief understanding of CALEA J-Standard Messages Archive and Backup Call Data and Content (Working Copies Only) Provide Basic Monitoring training. 0 Contractor will cover any additional topics as time allows. Site Cleanup. 0000 Training: The 2-day LAT and 3-day CATS classes will be held at FWPD's facilities on a mutually agreed date. Customer Requirements: All assumptions MUST be correct to validate this scope of work. If any information listed below are inaccurate, contact Contractor's sales representative immediately. Any inaccuracies could result in increased labor charges. lT Professional Services Agreement The customer must provide adequate space for Server Set-up and Workstations. The customer must provide Business class High Speed internet with a minimum of 3 static IP address. Cat 5e or 6 cabling from Sever Rack to Pen-Link Work Stations. Electrical Requirements: Minimum 10 outlets for Rack Equipment (UPS's Preferred) Environmentally controlled environment at the DataCenter where LINCOLN rack will be installed If additional materials are needed, the City will be responsible for providing them. Customer?s assistance in removing old work stations and any other help during the installation will help in creating extra time for training. CFW Pen-Link Ltd. EXHIBIT 8 QUOTE QUO-01940-2H PRVP AND PAYM ENT SCHEDULE antiwar. new a H: Am?; Em mammal: 4 39.300110 98.401100 Pan-Ink hump: 11.2. Numeric "men 4 PEN-PROXY mom 33mm -.1 uncoun ADMIN 35mm 35,000.00 2 mu. commit cmma. 37.50.00 1153mm 5521240109 Cu 7? - 1 ENTERPRISE TERMINAL sEmlces SERVER {do 3116546; 810.06%; a: I I 3268? I I I RedundarlPowSuppiu I Dual Embedded 619ml me I man-cw Rapid Rails I IDRAC Bum-pm I 5-an Gold Swpott 1 LINCOLN-R EOORDING SERVER $1 OJMSM 51 Dell 1110:? Dull-Ion Core Prat; I 863m . (QWGB 15: RPM led Dim: Reduxhni Supply I Pan:th Contact I Wu! Power Supplies I DuaI Embeddcd Guabll we I ?ack Chieftme i IDRAC Entermu I 5-year Gold 3w I ACTIVE DIRECTORY SERVER 39.11833 5911?? 38 0.1! HSID I Duale Cort Prue. scam I (4)3063 10KSASHIM I POEMRIIH I Redundam I Dl?l Embedded Ginlbi! ELI-lame! N10 I Rapid Fills I Enlarprile 5-year 31m 1 Pm 35.09450 35.054513 Inchdu 12 Rumm Dent-Ia 1 130m 5510 asowuun's 34,437.54 34,487.54 Incan 3-an Warm I Minna 016mm Saunas 4 PROFESSIOIMWATION 101M122- FIAT PANEL) PACKAGE $1,963.25 37.99312 m3?m1 I I 868W ZSOGBHD I DWI-RIM I 512MBRadeon IDIDI22 WPIMIMNIROII I lie.de . usnw mm 1* Third-Party sonwm g? .54le MICE ?1321 ?29134 Ilka-noon mm: ms ma ulh rm: Sam 8mm) 1 534.73 584570 3 NETOP GUEST stains 4 MICROSOFT mm iabfs?r? 5mm 31.50.16 Film? 1' E- 1 mm sonwmz saga-um 15.39525 M?710 nunmm car-mac. Imam 1312511721: san I Puc?ll?ud Conrail-II RodumnIPMSUmlu I Dual 5mm cw: mama me I man-m? Rapid an: I mac 5mm I3??rnrNIrtBuIIn-a Day suppon I mums-mum 112 Standard 1 1ssImJUKanxm $152311: 315,331.53 158bl-1 DII'nJuIrehox Edd-1 I I LSISAS Commend - require: 1 TRIPP UTE 310350 310350 remind [or DISC Jukeboxes IT Professional Services Agreement Page 11 of 17 CFW Pen-Link Ltd. IT Professional Services Agreement Installation 1 INSTALL-INITIAL 38.00100 53,000.00 LINCOLN install - Initial Tip 2-Day iI?? a: mom-m . i 1 f: 1 cars 39.00000 comm Call Tralning School 10 Penna - Halted -C otad to LAT $095.00 $9,950.00 LINCOLN Animator Tuning Hodad- Open Party Madurai?. I a 5 KIT UFED TOUCH $9,584.00 Complete Logical a Physical Mable mm 1 DUASIHODO 510903.00 00 Part No 200059-001 1 Jucuulna cm 10! $7,950.00 57.950300 Part No m2 385370.00 E?a Wei-?3- 1 mamas 3mm $58555 mo "Mame - $227,331.60 Structure of Paments The Contractor shall submit signed invoices to the City. said invoice to summarize the work performed. if the City requires additional reasonable information related to any requested payment, the City shall request the same after receiving the above information, and the Contractor shall provide such additional reasonable information to the extent the same is available. Invoices shall be submitted no later than the 15th day following the end of the month and sent to Sasha Kane, Contract Services Unit, Fort Worth Police Department, 350 West Bell-map, Fort Worth, Texas 76102. Invoices are due and payable within 30 days of receipt. On full and ?nal completion of the Services. Contractor shall submit a ?nal invoice, and City shall pay any balance due within 30 days of receipt of such invoice. In the event of a diSputed or contested billing, only the portion being contested will be withheld from payment, and the undisputed portion will be paid. City will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until the contest has been mutually resolved. For contested billings, the City shall make payment in full to Contractor within 60 days of the date the contested matter is resolved. it City fails to make such payment. Contractor may, after giving 7 days' written notice to City, suspend services under this Agreement until paid in full. including interest calculated from the date the billing contest was resolved. In the event of suspension of Services. Contractor shall have no liability to City for delays or damages caused to City because of such suspension of services. Page 12 of 17 CFW Pen-Link Ltd. EXHIBIT MILESTONE ACCEPTANCE FORM Services Delivered: Milestone I Deliverable Ref. Milestone I Deliverable Name: Unit Testing Completion Date: Milestone I Deliverable Target Completion Date: Milestone I Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Contractor: Signature: Printed Name: Title: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: IT Professional Services Agreement CFW Pen-Link Ltd. Approved by City Department Director: Signature: Printed Name: Title: Date: Page 13 of EXHIBIT NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and netw0rk (collectively the "Network"). Contractor wishes to access the City?s network in order to provide professional services associated with provision. installation, and training for hardware and software associated with the electronic investigative tools known as Pen-Link and LINCOLN. as more fully described in the Statement of Work included in Exhibit and the Quote included in Exhibit in order to provide the necessary support, Contractor needs access to and use of the City's intemet connection in order to provide connectivity to and between the Pen-Link system components, LINCOLN servers, Evidence Storage Jukebox and Cisco ASA. The Pen-Link system will operate as a stand-alone system and will not be provided interconnectivity with or access to any other existing City systems or network. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of obtaining internet connectivity associated with provision, installation, and training for a stand?alone hardware and software system associated with the electronic investigative tools known as Pen-Link and LINCOLN. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation (Electronic Communications Resource Use Policy). of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user iDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. if this access is being granted for purposes of completing services for the City pursuant to a separate contract. then this Agreement will expire at the completion of the contracted services. or upon termination of the contracted services. whichever occurs ?rst. This Agreement will be associated with the Services designated below. [3 Services are being provided in accordance with City Secretary Contract No. Senrices are being provided in accordance with City of Fort Worth Purchase Order No. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the ?rst year and each year thereafter. this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement. the Contractor has provided the City with a current list of its of?cers. agents. servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services. Contractor shall provide the City with a current list of of?cers, agents. servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network andlor termination of this Agreement. 5. Network Restrictions. Contractor of?cers. agents, servants. employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor?s use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor. its officers. agents, servants. employees or representatives, of this Agreement and any other written or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data. terminate the Agreement. and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel For purposes of this section. Contractor Personnel shali IT Professional Services Agreement Page 14 of 17 CFW Pen-Link Ltd. include all of?cers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for speci?cally notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City?s Network: Contractor shall be reSponsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City Contractor, andior Contractor Personnel, shall be prohibited from connecting personally- owned computer equipment to the City's Network (0) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user 10 to gain access to the City's Network Contractor Personnel shall not engage in prohibited or inapprOpriate use of Electronic Communications Resources as described in the City's Administrative Regulation Any document created by Contractor Personnel in accordance with this Agreement is considered the preperty of the City and is subject to applicable state regulations regarding public information Centractor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement (9) All network activity may be monitored for any reason deemed necessary by the City A Network user lD may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. in addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its of?cers. agents, servants, employees andlor representatives to access the City?s Network. 7. lnfonnation Secun_ty? . Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to. theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of of?cers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: ungTY 0F FORT WORTH: CONTRACTO AME: I By: Ad. Name: v'?n?i Pact Title: (LEM - ?mth-t Lil Date: ATTEST: By: Wilt?d QM Name: OMIIFQ 7 Title: Agni-ant? Mia AND LEGALITY: By: I Assistant?bity Atto C: P-11465 lT Professional Services Agreement Page 15 of 17 CFW Pen-Link Ltd. EXHIBIT VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Pen-Link. Ltd. Legal Address: Services to be provided: Execution of this Signature Veri?cation Form (?Toma?) hereby certifies that the following individuals andlor positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution. ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: RTRICK 6- Qouy?n) Position: warm-mad snug MWMGEK S?E?ature 2. Name: ?fd??wge- L. Pet-c Position: mim'r sauna MGL. Signature 3. Name: Position: Signature Name: . Signature of President I Other Title: Vice Date: 11.21.11. Professional Services Agreement Page 16 of 1 7? a Pen-Link Ltd. PEN I it". the Keys Michael Munday Territory Manager IT Lead Programmer/Analyst Pen-Link, Ltd. Fort Worth Police Department 5935 VanDervoort Dr, 350 West Belknap Street, Fort Worth, Texas 75102 Lincoln, NE 53516 Michael.Mund FortWorthTexas. ov tel: 817.392.4253 fax: 817.392.4246 Voice: 402,421,8857 . FAX: 402.421.9287 Email: dprouty@penlink.com February 19, 2014 ?Dear Michael: I Pen?Link, Ltd. is the sole source provider of all Pen-Link Software Products, services, maintenance, and hardware, and configurations including the Pen-Link Version 8.2 product suite and LINCOLN administrative software. We utilize no agents, dealers, or distributors. Pen? Link?s products can only be purchased directly from Pen?Link, Ltd., which is located in Lincoln, Nebraska. Pen-Link's Federal Tax ID. if is 47?0707585. Please call if you have any immediate questions or need further help with your purchase of Pen-Link. Sincerely, Darren Prouty 401% Territory Manager . 5936 VanDervoort Drive - Lincoln, NE 68516 - 402.421.8857 Fax 402.421.9287 - TO: Purchasing Division City of Fort Worth REQUEST FOR SOLE SOURCE PROCUREMENT [chad Mu Purchasing Manager or Designee Request approval for Sole Source Procurement of goods and/or services for the reasons described in sections 3 and 4 below. Describe item(s) 0r service(s) to be purchased. Include cost, name and telephone number of vendor and other descriptiv information. jgmdu?? Mdi'?h?rid? )5 p617~?r?k 5t/?56em. Mariam/me ?fe/Mid?? Vendof: 9/052 @557 De?nition of Sole Source Procurement Condition (check one or more applicable items). This sole source procurement is necessary because: Items are available from only one source because of patents, copyrights, secret processes, or natural monopolies This is a procurement of electricity, gas, water, or other utility services These are captive replacement parts or components for equipment are of paramount consideration or use of other than OEM parts jeopardizes warranty and/or insurance coverage These are ?lms, manuscripts, books, papers, or other materials that are available only from the persons holding exclusive distribution rights to the materials These are management services provided by a nonpro?t organization of municipal museum, park, zoo, or other facility to which the organization has provided signi?cant ?nancial or other bene?ts Detail of Sole Source Procurement Condition (reason(s) the item requested is the only product that will meet the need): . Wax/z {Ma/we /Sc(l??1?0r? 74L {?ts $4569?? gm A4 a Vzu/d?/e ??mott/g/r 108/7 {Mk Page 1 of 2 Solicitations and Products Evaluated (Required) (add additional pages, if needed): 00 A. 4674211 Mam 62me 9177 6/7 Ll?zi . 5?0- Product Name of Vendor Bid Aniount (Darren ?fag?alalr ?357 Person Contactedd Telephone Number Status B. 3 Product Name of Vendor Bid Amount Person Contacted 7 Telephone Number Status (3. i Product Name of Vendor Bid Amount Person Contacted Telephone Number Status I- - .I .I I certify that a sole source condition exists for item(s) that are normally bid competitively. Please forward this request to the Purchasing Division. Cl/lflil'u Mag. Palm {24% We; Division Manager? Department Signature 1/ Date (Printed Name) Purchasing Division Comments: erx?l?I\AK '5?le7_ 6m a? GAMMA mails-Pike.? 1 Hr Admin? Sofa-wart. L?mcaLh 'En?-auhenci . PD M5 van-gr. Swag 92c. I Buyer/Senior Buyer/Supervisor: 7 \L"t Date APPROVED: 2191344 Purchasing Manager ?or Designee Date DENIED: Purchasing Manager or Designee Date Revised 3/17/2011 Page 2 of 2 Invoice 12290 PE N- K, TD Date 2/14/2014 5936 VanDervoort Drive Page 1 Lincoln, NE 68516 PH: (402)-421-8857 Bill To: Ship To: Fort Worth Police Department-Fort Worth?ND Contract Number Purchase Order No. Customer ID Salesperson ID Shipping Method . Payment Terms Ship Date PCR 2/14/2014 Ordered Item Number 1 Description Unit Price Ext-Price 1 Collection Maintenance Premium $15,560.00 $15,560.00 Please Remit to Above Address Subtotal $15.560.00 . Tax- $0.00 Maintenance period 2/1/14 1131/15 Tota $15,560.00 System for Award Management Search Results Current Search Terms: Iimited* Notice: This printed document represents only the first page of your SAM search results. More results may be available. To print your complete search results, you can download the PDF and print it. No records found for current search. SAM System for Award Management 1.0 Note to all Users: This is a Federal Government computer system. Use of this system constitutes consent to monitoring at all times. . 5.. IBM V1.1466.20140121-1343 I Page 1 of 1 Glossary Search Results Entity Exclusion Filters By Record Status By Functional Area - Entity Management BY Functional Area - Performance Information 1 el 2/25/2014 Page 1 of 1 P.O. DATE: CITY OF FORT WORTH Purchase Order Number Purchase Order PO-13-00075380 SHOW THIS NUMBER ON ALL PACKAGES, INVOICES AND SHIPPING PAPERS. V E N D O R Vendor Number: 0000035284 PEN LINK LTD POLICE 6 + , 3 7 2 9$1'(592257 '5 /,1&2/1 1( ,192,&(6 'LUHFW LQYRLFHV LQ '83/,&$7( WR WKH DGGUHVV VKRZQ 67$1'$5' 385&+$6,1* 7(506 $1' &21',7,216 VHW IRUWK LQ WKH &LW\ RI )RUW :RUWK V %LG RU 4XRWDWLRQ DUH LQFRUSRUDWHG KHUHLQ E\ UHIHUHQFH DQG EHFRPH D SDUW RI WKLV RUGHU Account Code: 21001-0350420-5330201--GRCLSD-GRCLSD-- )257 :257+ 32/,&( '(37 : %(/.1$3 67 50 $ )257 :257+ 7; 3KRQH MAIL INVOICE IN DUPLICATE TO: % , / / 7 2 POLICE )257 :257+ 32/,&( '(37 : %(/.1$3 67 50 $ )257 :257+ 7; 3KRQH Payment Terms: Shipping Terms: Bid No.: Item Class-Item Delivery Calendar Day(s) A.R.O.: Requisition # 0 Quantity Unit Unit Price Total 1 EA $227,831.50 $227,831.50 Class-Item 920-40 1 3URIHVVLRQDO 6HUYLFHV $JUHHPHQW IRU &RPPXQLFDWLRQV ,QWHOOLJHQFH 6RIWZDUH +DUGZDUH 7UDLQLQJ DQG 5HODWHG 6HUYLFHV &6 0 & 3 DSSURYHG LN/FY/Account Code 1/13/21001-0350420-5330201-GRCLSD-GRCLSD-- Dollar Amount $227,831.50 TOTAL: $227,831.50 APPROVED: Rev. 20091027 By: ChangeOrder Agency Phone#: (123) 123-1234 BUYER Page 1 of 1 P.O. DATE: CITY OF FORT WORTH Purchase Order Number Purchase Order PO-14-00081959 SHOW THIS NUMBER ON ALL PACKAGES, INVOICES AND SHIPPING PAPERS. V E N D O R Vendor Number: 0000035284 PEN LINK LTD POLICE 6 + , 3 7 2 9$1'(592257 '5 /,1&2/1 1( ,192,&(6 'LUHFW LQYRLFHV LQ '83/,&$7( WR WKH DGGUHVV VKRZQ 67$1'$5' 385&+$6,1* 7(506 $1' &21',7,216 VHW IRUWK LQ WKH &LW\ RI )RUW :RUWK V %LG RU 4XRWDWLRQ DUH LQFRUSRUDWHG KHUHLQ E\ UHIHUHQFH DQG EHFRPH D SDUW RI WKLV RUGHU Account Code: 10100-0351301-5330201----- )257 :257+ 32/,&( '(37 : %(/.1$3 67 )257 :257+ 7; 3KRQH MAIL INVOICE IN DUPLICATE TO: % , / / 7 2 POLICE )257 :257+ 32/,&( '(37 : %(/.1$3 67 )257 :257+ 7; 3KRQH Payment Terms: Shipping Terms: Bid No.: Item Class-Item Delivery Calendar Day(s) A.R.O.: Requisition # 0 Quantity Unit Unit Price Total 1 EA $15,560.00 $15,560.00 Class-Item 920-40 1 &ROOHFWLRQ 0DLQWHQDQFH 3UHPLXP 3HULRG RI 3HUIRUPDQFH LV LN/FY/Account Code 1/15/10100-0351301-5330201----- Dollar Amount $15,560.00 TOTAL: APPROVED: Rev. 20091027 By: Eryck Walker Phone#: (817) 392-6610 BUYER $15,560.00 Page 1 of 1 P.O. DATE: 10/3/2015 CITY OF FORT WORTH Blanket Order Number Purchase Order PO-15-00088073 SHOW THIS NUMBER ON ALL PACKAGES, INVOICES AND SHIPPING PAPERS. V E N D O R Vendor Number: 0000035284 PEN LINK LTD POLICE 6 + , 3 7 2 9$1'(592257 '5 /,1&2/1 1( ,192,&(6 'LUHFW LQYRLFHV LQ '83/,&$7( WR WKH DGGUHVV VKRZQ 67$1'$5' 385&+$6,1* 7(506 $1' &21',7,216 VHW IRUWK LQ WKH &LW\ RI )RUW :RUWK V %LG RU 4XRWDWLRQ DUH LQFRUSRUDWHG KHUHLQ E\ UHIHUHQFH DQG EHFRPH D SDUW RI WKLV RUGHU )257 :257+ 32/,&( '(37 : %(/.1$3 67 )257 :257+ 7; 3KRQH MAIL INVOICE IN DUPLICATE TO: % , / / 7 2 POLICE )257 :257+ 32/,&( '(37 : %(/.1$3 67 )257 :257+ 7; 3KRQH Payment Terms: Shipping Terms: Bid No.: Item Delivery Calendar Day(s) A.R.O.: Requisition # 0 Quantity Unit Unit Price Total 1 EA $15,560.00 $15,560.00 Class-Item 920-40 1 &ROOHFWLRQ 0DLQWHQDQFH 3UHPLXP 3HULRG RI 3HUIRUPDQFH LV LN/FY/Account Code Dollar Amount // TOTAL: APPROVED: Rev. 20091027 By: Eryck Walker Phone#: (817) 392-6610 BUYER $15,560.00 Page 1 of 1 P.O. DATE: CITY OF FORT WORTH Purchase Order Number Purchase Order PO-16-00091839 SHOW THIS NUMBER ON ALL PACKAGES, INVOICES AND SHIPPING PAPERS. V E N D O R Vendor Number: 0000035284 PEN LINK LTD 6 + , 3 7 2 9$1'(592257 '5 /,1&2/1 1( POLICE :HVW )HOL[ 6WUHHW )RUW :RUWK 7; 3KRQH MAIL INVOICE IN DUPLICATE TO: ,192,&(6 'LUHFW LQYRLFHV LQ '83/,&$7( WR WKH DGGUHVV VKRZQ 67$1'$5' 385&+$6,1* 7(506 $1' &21',7,216 VHW IRUWK LQ WKH &LW\ RI )RUW :RUWK V %LG RU 4XRWDWLRQ DUH LQFRUSRUDWHG KHUHLQ E\ UHIHUHQFH DQG EHFRPH D SDUW RI WKLV RUGHU Account Code: 10100-0351301-5330201----- % , / / 7 2 POLICE :HVW )HOL[ 6WUHHW )RUW :RUWK 7; 3KRQH Payment Terms: Shipping Terms: Bid No.: Item Class-Item Delivery Calendar Day(s) A.R.O.: Requisition # 0 Quantity Unit Unit Price Total 1 EA $15,560.00 $15,560.00 Class-Item 920-40 1 &ROOHFWLRQ PDLQWHQDQFH 3UHPLXP 3HQ /LQN FRYHUDJH WHUP )HE -DQ LN/FY/Account Code 1/16/10100-0351301-5330201----- Dollar Amount $15,560.00 TOTAL: APPROVED: Rev. 20091027 By: Eryck Walker Phone#: (817) 392-6610 BUYER $15,560.00 . 4-H ih'fU?sbSquNW us Support ?ammand 5- a 1/ Pros - Pollce Department Inter-Office Correspondence DATE: July 31, 2014 TO: S.R. Enright, Sergeant DFL-EFC Unit Supervisor FROM: B.W. Randolph, Detective Digital Forensic Lab SUBJECT: Cellebrite Training The proliferation of applications, to mobile devices, increases the abilities of these devices and drives their popularity. These mobile devices consist of cell phones, tablets, and GPS units. Mobile devices have now become the main evidence source in the majority of all criminal investigations. The evidence retrieved from these devices is essential for successful prosecution. The Digital Forensic Lab used 2 primary tools to process almost all of the 600 mobile devices received for processing last year. The Cellebrite forensic machine is used to obtain logical acquisitions, ?le system dumps, and physical acquisitions from these devices. The data extracted from the mobile devices is then viewed in Physical Analyzer software. Both the forensic machine and the Physical Analyzer software are Cellebrite products. The Cellebrite products are used by almost all large police departments, federal agencies, and forensic services companies. The ever changing mobile device market requires forensic examiners to continually update their forensic tools and knowledge, in order to extract and process the evidence contained within the devices. The evidence retrieved, and the tools and processes used to obtain it, are coming under greater scrutiny in the court room. To date, nobody in the Digital Forensic Laboratory has received any formal training in the use of Cellebrite tools and software. Cellebrite has scheduled a 5 day training class in Oklahoma City, Oklahoma on October 6- 10, 2014. The class is limited to 16 persons and costs $3,850. The training Speci?cally addresses the use of the equipment as well as the use of the Physical Analyzer software. Upon completion of the training, the student receives the Cellebrite Certi?ed Logical Operator (CCLO) certi?cation. This is the intermediate level designation. The student also receives the Cellebrite Certi?ed Physical Analyst (CCPA) certi?cation. This is designed for the digital forensic examiner, and focuses on the ?le system extractions, physical extractions, password bypasses, and advanced analysis using the Physical AnalyZer software. Both of these classes are required to be eligible to take the Cellebrite Certi?ed Mobile Examiner certi?cation exam. The CCME certi?cation is recognized throughout the forensic and legal community, and would be of great value when defending evidence obtained using Cellebrite tools and software during testimony. I am requesting approval for 2 examiners to attend the 5 day Cellebrite training class in Oklahoma City. M: Date: SR. Em?ight, Sergeant Approved Forensics and Economic Crimes Unit Not Approved Comments Attached we El D. T. Hanfon, Lieutenant Approved Forensics and Economic Crimes Section Not Approved [3 Comments Attached Dataig r/ "72/ SB. Carpenter, Captain of, Approved Criminallnvestigations Division Not Approved El Comments Attached Date: 8 h/ KW. Deputy Chibf Approved Investigative Support Command . Not Approved El Comments Attached (Lasc? @641 FORTWORTH Police Department Inter-Office Correspondence DATE: July 17, 2014 TO: Donald Hanlon. Lieutenant - Forensics and Economic Crimes Section FROM: Steve Enright, Sergeant (3W Forensics and Economic Crimes Unit SUBJECT: Cellebrite Training Comments Our examiners in the lab have not been certi?ed in cell phone data extraction. All the classes they have been able to attend has taught them the ?how-to?s" in gathering data. Although they are quite proficient in what they do, issues have been occurring in other jurisdictions regarding courtroom testimony where the examiner's credentials are being challenged and the evidence disallowed. Cell phone analysis is emerging as pivotal in all criminal cases. This class will give us irrefutable credentials in courtroom testimony. As the lab examiners begin to individually specialize in computers, cell phones, and video weare encountering the need for certi?cations in each of these disciplines to support our work. This course will certify our examiners as both a Cellebrite Certi?ed Logical Operator and Cellebrite Certi?ed Physical Analyst. This class is a necessity and I highly recommend we avail ourselves of this one. Geographically it is close enough to drive to thusly saving the city costly airfare. This is a certification course we will have to attend at some point and rarely is it geographically near us. Page 1 of 1 Printed: 04/18/2016 REQUISITION 'DWH 5HTXLVLWLRQ 1R 5HTXLUHG 'DWH S H I P &LW\ RI )W :RUWK )257 :257+ 32/,&( '(37 : %(/.1$3 67 50 $ )257 :257+ 7; I N V O I C E T O Requesting Department 1.00 Professional Services Agreement for Communications Intelligence Software, Hardware, Training and Related Services 1.000 / 13 / 210010350420-5330201-GRCLSD-GRCLSD-- Phone # Requisition Type (817)392 - 4223 Item Class-Item and Description LN/FY/Accountcode &LW\ RI )W :RUWK )257 :257+ 32/,&( '(37 : %(/.1$3 67 50 $ )257 :257+ 7; Requestor POLICE 32/,& Quantity Unit 1.00 EA Unit Price Total $227,831.50 $227,831.50 Dollar Amount $227,831.50 SubTotal: $227,831.50 Tax: $0.00 Discount: $0.00 TOTAL: $227,831.50 I CERTIFY THAT FUNDS FOR THIS PURCHASE WERE AUTHORIZED AND PROVIDED FOR IN THE CURRENT BUDGET. AUTHORIZED SIGNATURE TITLE BUYERS SIGNATURE DATE PHONE