HomeMy WebLinkAboutP-21-410 Amend 1.pdf DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354
coU� County of Fresno
INTERNAL SERVICES DEPARTMENT
ROBERT BASH, DIRECTOR—CIO
0 1$5O Facility Services • Fleet Services • Graphics
Information Technology • Purchasing
4PR�G, Security • Telecommunications
AMENDMENT NUMBER ONE (1)
Agreement Number: P-21-410
July 11, 2022
Cellebrite Inc.
7 Campus Drive
Parsippany, New Jersey 07054
Contract Number P-21-410 providing Premium ES and UFED SW extraction tools, subscription,
installation, renewals, network, parts, and server is amended as follows:
The County accepts and incorporates additional products and subscriptions as detailed in Attachment D-
Quote Q-254559-1.
The contract with your company expires October 10, 2023. The County of Fresno desires to extend this
contract for an additional two months and nineteen days effective October 11, 2023 through December
29, 2023 to include the additional subscription period detailed in Attachment D- Quote Q-254559-1.
Prices will be firm for the contract period. Amendment provisions shall remain in full force and effect with
any contract renewals.
Maximum: The County of Fresno desires to increase this Agreement in the amount of Thirty-Five
Thousand, One Hundred Forty-Two Dollars and Eight Cents ($35,142.08). In no event shall services
performed and/or fees paid under this Agreement be in excess of Four Hundred Fifty-Three Thousand,
and Fifty Dollars and Nineteen Cents ($453,050.19).
Electronic Signatures. The parties agree that this Agreement may be executed by electronic signature as
provided in this section.
A. An "electronic signature" means any symbol or process intended by an individual signing this
Agreement to represent their signature, including but not limited to (1) a digital signature; (2)a faxed
version of an original handwritten signature; or(3) an electronically scanned and transmitted (for
example by PDF document) of a handwritten signature.
B. Each electronic signature affixed or attached to this Agreement (1) is deemed equivalent to a valid
original handwritten signature of the person signing this Agreement for all purposes, including but not
limited to evidentiary proof in any administrative or judicial proceeding, and (2) has the same force
and effect as the valid original handwritten signature of that person.
C. The provisions of this section satisfy the requirements of Civil Code section 1633.5, subdivision (b), in
the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
1633.1).
D. Each party using a digital signature represents that it has undertaken and satisfied the requirements
of Government Code section 16.5, subdivision (a), paragraphs (1)through (5), and agrees that each
other party may rely upon that representation.
This Agreement is not conditioned upon the parties conducting the transactions under it by electronic
means and either party may sign this Agreement with an original handwritten signature.
333 W.Pontiac Way,Clovis,CA 93612/(559)600-7110
*The County of Fresno is an Equal Employment Opportunity Employer
DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354
CONTRACT NO. P-21-410 Page 2
Cellebrite Inc.
July 11, 2022
Please acknowledge your acceptance by returning all pages of this letter to my office via email or LISPS.
If you have any questions, please contact Chanvathei Lonh, Purchasing Analyst, at (559) 600-7110 or
email clonh(aDfresnocountyca.gov.
FOR THE COUNTY OF FRESNO
Digitally signed by Gary Cornuelle
Gary C O rn U e I I e Date:2022.07.14 13:50:46-07'00'
Gary E. Cornuelle
Purchasing Manager
333 W. Pontiac Way
Clovis, CA 93612
GEC:CL
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DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354
CONTRACT NO. P-21-410 Page 3
Cellebrite Inc.
July 11, 2022
CONTRACTOR TO COMPLETE:
Company: Cellebrite Inc
Type of Entity:
Q Individual ❑ Limited Liability Company
Q Sole Proprietorship ❑ Limited Liability Partnership
* Corporation ❑ General Partnership
DocuSigned by:
Signature ° ' {t't rkVU
A0828FF831624ED
Marque Teegardin President, Americas
Print Name and Title Date
DocuSigned by:
Signature r�1` J
58893622D858439...
Zach Cohen
Print Name and Title Date
7 Campus Drive Suite 210 Parsipanny NJ 07054
Address City State Zip
1 800-942-3415 201-848-9982 Zach.Cohen@cellebrite.com
TELEPHONE NUMBER FAX NUMBER E-MAIL ADDRESS
ACCOUNTING USE ONLY
ORG No.: 31113301
Account No.: 7308
Requisition No.: 3111227383
(2/2021)
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AMENDMENTS\P-21-410 AMEND 1.D0CX
DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354 ATTACHMENT D-QUOTE Q-254559-1
cellebrite Inc.
Cellebrite Inc.
7 Campus Drive
Suite 210 •. +
Parsippany New Jersey 07054 • Digital intelligence
United States 00• Cellebrite for a safer world
Tel. +1 800 942 3415
Fax. +1 201 848 9982
Tax ID#:22-3770059 Quote
DUNS:033095568
CAGE:4C9Q7
Company Website: Quote# Q-254559-1
http://www.cellebrite.com Date: Jun 30, 2022
Billing Information Delivery Information
Fresno County Sheriffs Office Fresno County Sheriffs Office
2200 Fresno Street 2200 Fresno Street
Fresno, California 93721 Fresno, CA 93721
United States United States
Contact: Derek Scott Contact: Derek Scott
Phone: 5599051340 Phone: 5599051340
End Customer: Fresno County Sheriffs Office
Click here to process with Credit Card payment
By clicking the link above and accepting this quote,
You are expressing your agreement and compliance to and with the terms contained on this quote.
Customer ID Good Through Payment Terms Currency Sales Rep
SF-00025872 Jul 30,2022 Net 30 USD Greg Mills
Product Code Product Name Qty Start Date End Date Serial Number Net Price\Unit Net Price
B-UFD-10-001 UFED 4PC Ultimate 1 Jun 30,2022 Dec 29,2023 9,158.35 9,158.35
Subscription
F-KAS-00-001 UFED Dongle Kit 1 75.00 75.00
F-UFD-05-003 UFED 4PC HW Kit 1 600.00 600.00
U-AIS-02-086 Premium ES Unlimited 1 Jun 30,2022 Dec 29,2023 5,254.79 5,254.79
End Point Subscription
U-AIS-02-105 Cellebrite Premium 1 1,000.00 1,000.00
Adapter
B-UFD-10-001 UFED 4PC Ultimate 1 Jun 30,2022 Jun 29,2023 6,100.00 6,100.00
Subscription
F-KAS-00-001 UFED Dongle Kit 1 75.00 75.00
F-UFD-05-003 UFED 4PC HW Kit 1 600.00 600.00
U-AIS-02-086 Premium ES Unlimited 1 Jun 30,2022 Jun 29,2023 3,500.00 3,500.00
End Point Subscription
U-AIS-02-105 Cellebrite Premium 1 1,000.00 1,000.00
Adapter
SubTotal USD 27,363.14
Shipping&Handling
Sales Tax USD 1,553.81
Total USD 28,916.95
Comments:
Quote Number:Q-254559-1
Prepared by Edeana Castillo
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DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354 ATTACHMENT D-QUOTE Q-254559-1
ceueorite Inc.
Cellebrite Premium Unlimited Pac❑age ❑greement
This Cellebrite Premium Unlimited Package Agreement (the "❑greement") is made and
entered into effective on the date of the last signature adjacent to the signatures below (the
"Effective Date"), by and between Cellebrite Inc., a corporation organized and existing
under the laws of the State of Delaware, having its principal place of business at 7 Campus
Dr#210, Parsippany, NJ 07054 ("Cellebrite") and [add name of the licensee], a limited
liability company organized and existing under the laws of [add country], having its principal
place of business at [add address] (the "❑icensee"). Each of Cellebrite and the Licensee may
be referred to as "Party" and together "Parties".
RECIT❑❑S
❑ ❑ERE❑S Cellebrite is engaged in the design, research and development of the
Product as described below
❑ERE❑S the Licensee wishes to purchase from Cellebrite and Cellebrite wishes to
sell to the Licensee a bundled solution which includes a license to use the Product and the
provision of certain CAS Services, all subject to the terms and conditions specified in this
Agreement;
N❑❑ T❑ERE❑❑RE T❑E P❑RTIES BERET❑ ❑❑❑E ❑GREED ❑S ❑❑❑❑❑❑ S:
1. Product Cellebrite Premium Software together with the hardware on which it
might be preinstalled on by Cellebrite.
2. Services During the License Term, the Licensee shall be entitled to receive from
Cellebrite certain services under which Cellebrite shall use its best
efforts to reveal the user lock passcode and extract the data from certain
supported mobile devices (the "Device(s)") provided by the Customer
(the "CAS Services").
The Licensee shall be entitled to receive such number of Instances of
Services as set forth in the Quote attached hereto as ❑nneL _. The
parties acknowledge and agree that any unused Instance of Services,
whether due to non-consummation or due to failure to achieve a
Successful Completion, is non-refundable and not renewable.
The parties agree that the Licensee may be entitled to receive the
abovementioned Services subject to the terms and conditions found
at: https:Hlegal.cellebrite.com/premium-unlimited-package.htmi (the
"GTC") and the full satisfaction of the Conditions Precedent found
therein.
3. Term The term of a paid subscription to an instance of Software or a unit of
Product and any renewal thereof(the "❑icense Term").
The license to use the Product, the consummation of any Actions and
the consummation of the Services may only be made during the License
Term.
Please note the license to use the Product and may be terminated and
the Services may be denied if the Licensee has not paid any invoice sixty
(60) days after such invoice is due.
4. Prerequisites The Product is being licensed and the CAS Services shall be rendered
to the Licensee subject to the full satisfaction and compliance by the
Licensee of the Prerequisites set forth in ❑nne❑B. The Licensee
acknowledges and agrees that in the event that the Licensee would
Quote Number:Q-254559-1
Prepared by Edeana Castillo
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DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354 ATTACHMENT D-QUOTE Q-254559-1
ceueonte Inc.
not comply with any of the Prerequisites, Cellebrite may terminate the
license to use the Product forthwith.
5. Entire This Agreement, the Prerequisites, the EULA and the GTC contains
Agreement all the terms agreed between the parties regarding their subject matter
and supersede and replace any prior agreement, understanding
or arrangement between the parties, whether oral or in writing. No
representation, undertaking or promise shall be taken to have been given
or be implied from anything said or written in negotiations between the
parties prior to the Effective Date.
In the event of any conflict, ambiguity, or inconsistency between the
provisions of the Agreement and any other document, such as a
Licensee-issued PO, the following order of precedence shall apply: (1)
the Agreement; (2) the Quote; (3) a Confirmed PO; and (3) the terms of
any other Cellebrite-issued document relating to the Product. Licensee's
preprinted terms, URL's, or hyperlinks in any document shall not be
binding on the Parties nor modify this Agreement, and are expressly
rejected, regardless of when issued by Licensee and/or received by
Cellebrite, or even if signed by Cellebrite. Should such document contain
language that purports to supersede and/or control over this Agreement,
the Parties expressly acknowledge and agree that such document shall
have no such legal effect between the Parties. Any deviations from the
Agreement, unless they are made in writing and executed by a duly
authorized officer of Cellebrite, shall be void and unenforceable.
Quote Number:Q-254559-1
Prepared by Edeana Castillo
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DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354 ATTACHMENT D-QUOTE Q-254559-1
ceueorite inc.
Annex B
Prerequisites
1. General
1 .1. The parties acknowledge and agree that the fulfillment of the prerequisites set forth
in this Annex B to the License Agreement are conditions precedent for the receipt
of license to use the Products and receipt of any services from Cellebrite under the
License Agreement (the "Prere❑uisites").
2. Product PrereFluisites
2.1. The Licensee shall only use the Cellebrite Premium Product in a designated room
that can be locked from the outside (the "Designated Room").
2.2. Access to the Cellebrite Premium Product shall be restricted only to such personnel
of the Licensee that was/were trained and certified by Cellebrite to operate and run
the Cellebrite Premium product ("Cuthori ed Personnel"). Only such personnel
of the Licensee who have signed and delivered a confidentiality undertaking in
the form approved by Cellebrite shall be recognized and regarded as Authorized
personnel.
2.3. The The Licensee shall ensure that up to three (3) of his personnel that will be
pre-approved by Cellebrite in writing will be trained and certified as Authorized
Personnel by Cellebrite to operate and run the Cellebrite Premium product.
2.4. The Designated Room is not video-taped and/or monitored in any manner except
for entry/exit monitoring which is allowed and encouraged.
2.5. The process will not be observed, by anyone other than such personnel of the
Licensee that was trained and certified. Process will not be recorded, documented
or otherwise narrated by anyone and for any purpose.
2.6. The Licensee agrees not to engage in any deceptive, misleading, illegal or unethical
practices that may be detrimental to Cellebrite or to any of Cellebrite's products,
including but not limited to the Cellebrite Premium product, and agrees to comply
with all applicable laws, rules and regulations (including, without limitation, data
protection, privacy, computer misuse, telecommunications interception, intellectual
property, and import and export compliance laws and regulations) while using the
Products.
2.7. The Licensee agrees to comply with the terms of the End User License Agreement
set forth in http://legal.cellebrite.com/End-User-License-Agreement.html, as may be
updated from time to time ("EU�❑").
3. C❑S Services Prere❑uisites
3.1. General
3.11 . Licensee acknowledges that in the event that any of the CAS Services
Prerequisites are not met, achieved or maintained throughout the Term
of the Agreement by Licensee, Cellebrite will not be able to provide the
CAS Services to Licensee and shall be entitled to terminate the Agreement
forthwith.
3.1.2. Licensee further acknowledges that Cellebrite's non-performance of the
CAS Services which is due to a default of Licensee to meet the CAS
Services Prerequisites will not be deemed as breach of the Agreement and
Licensee will not be entitled to any refund of payments made to Cellebrite
and Cellebrite will be entitled to charge any direct expenses it incurred in
preparation and anticipation for the service provision.
Quote Number:Q-254559-1
Prepared by Edeana Castillo
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DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354 ATTACHMENT D-QUOTE Q-254559-1
ceueurite Inc.
3.2. Prere❑uisites for C❑S Services performed at Cellebrite Ls premises or to
Cellebrite[S designated laboratory.
3.2.1. After submitting the fully executed `Device Data' form to Cellebrite and
prior to sending any Device(s) to Cellebrite, Licensee is to receive a written
confirmation and consent from Cellebrite to sending the Devices. Cellebrite's
approval or denial for sending the Device shall be based, among others, on
Cellebrite's internal list of the then-current CAS Services supported devices.
3.3. Prere❑uisites for C❑S Services performed at Licensee premises
3.3.1. After submitting the fully executed `Device Data' form to Cellebrite, Licensee
will work with Cellebrite's designated person to coordinate timeframe for
arrival to perform the CAS Services.
3.3.2. Licensee shall provide written confirmation of Licensee's allocation of a
designated room (the "Designated Room") to performance of the CAS
Services. Until Successful Completion of the CAS Services, the access to
such Designated Room should be restricted to Cellebrite's personnel only.
3.3.3. The Designated Room is to be suitable for 1-2 people conveniently working
and be equipped with at least 4 power outlets.
3.3.4. Cellebrite shall have the right to inspect the Designated Room prior to the
commencement of provision of the CAS Services. In the event that Cellebrite
finds the Designated Room not suitable for the performance of the CAS
Services, Licensee shall either make the room suitable or designate a
different room.
3.3.5. Licensee shall assure and approve in writing that the Designated Room is not
videotaped and/or monitored in any manner except for entry/exit monitoring
which is allowed and encouraged.
3.3.6. Licensee shall provide written confirmation approving Cellebrite's personnel
to carry into Licensee's premises and in the Designated Room, the required
equipment in a sealed packaging and assure that the equipment will not be
inspected before, during or after performance of the CAS Services.
3.3.7. Licensee shall obtain, at Licensee's expense, and provide to Cellebrite's
personnel any documents, permit (including but not limited to visa), approvals
or invitations which are required by Licensee or by the laws of the country in
which Licensee and/or the Designated Room is located.
Terms and conditions:
Freight Terms:DAP
Limited Warranty: Hardware: 12 Months; Software:60 days; Touch Screen:30 days
Quote is subjected to regulation approval.
General:Purchases of any products sold by Cellebrite are governed by
http://legal.cellebrite.com/us/index.html
-EULA:Software is licensed by Cellebrite in accordance with an end user license agreement available at https://Iegal.cellebrite.com/End-
User-License-Agreement.html
Advanced Services(CAS): Purchases of Cellebrite Advanced Services are governed by https://legal.cellebrite.com/CB-us-us/index.html
Premium:The following terms apply only to the following products:Cellebrite Premium http://Iegal.cellebrite.com/intl/PremiumUS.htm
Pathfinder:https://legal.cellebrite.com/AE-Addendum.html
Training Services:Subject to the terms and conditions at http://Iegal.cellebrite.com/intl/Training.htm
SaaS:https://legal.cellebrite.com/Cellebrite-SaaS-Terms-of-Service-October-18-2021.htm
In the event of any dispute as to which terms apply,Cellebrite shall have the right to reasonably determine which terms apply to a given
purchase order.
'SALES TAX DISCLAIMER:Cellebrite Inc.is required to collect Sales and Use Tax for purchases made from the following certain U.S.
States.Orders are accepted with the understanding that such taxes and charges shall be added,as required by law.Where applicable,
Quote Number:Q-254559-1
Prepared by Edeana Castillo
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DocuSign Envelope ID:ODODA4A9-3ECO-428A-9AB2-E65836804354 ATTACHMENT D-QUOTE Q-254559-1
cenebnte Inc.
Cellebrite Inc.will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc.Cellebrite Inc.will not
refund tax amounts collected in the event a valid sales tax certificate is not provided. If you are exempt from sales tax,you must provide us
with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc.
Please include the following information on your PO for Cellebrite UFED purchase:
-Please include the ORGINAL QUOTE NUMBER(For example-Q-XXXXX)on your PO
-CONTACT NAME&NUMBER of individual purchasing and bill to address
-E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality
I,the undersigned, hereby confirm that I am authorized to sign this Order on behalf the engaging company("Company"),and I hereby
approve that my signature is legally binding upon the Company. By signing this Order I hereby confirm and approve that the terms and
conditions with respect to the services described in this Order are the only terms and conditions that apply in this regard,and no other
documents and/or forms and/or other terms and conditions shall apply.
Signature&Stamp: Effective Date:
Name(Print): Title:
Please sign and email to Edeana Castillo at edeana.castillo@cellebrite.com
Quote Number:Q-254559-1
Prepared by Edeana Castillo
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