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HomeMy WebLinkAboutIT05-288 - Amendment - #2 - LeadsOnline, LLC - CellHawk Subscription Service - 05/23/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 05/13/2024 05/27/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number: Grant? Yes Nom Multiple Budget?ZYes E]No Type: N/A ,11 Vendor Name: Category: LeadsOnline Contract Vendor Number: Sub-Category: = 104164 Amendment O a Project Name: Amendment #2 - Adding CeIlHawk Subscription Services 3- Project Details: Amendment #2 to Agency Agreement executed on November 1, 2005. This is to O C add CeIlHawk subscription services. Total four-year cost $23,011.96, including *, any applicable Washington State Use Tax, under Mayor's signature authority. C EO Basis for Selection of Contractor: � Agreement $23 011.96 Direct Negotiation _ *Memo to Mayor must be attached �_ i Start Date: Upon Mayor's sign. Termination Date: 10/31/2027 Q Local Business? Yes WiNo*If meets requirements per KCC 3.70.100,please complete'Vendor Purchase-Local Exceptions"form on Cityspace. 3usiness License Verification: ❑Yes In-ProcessEl Exempt(KCC 5.01.045) MAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes❑✓ No IT05-288 Comments: <<Signature on attached Second Amendment pg. 3/6 and attached quote pg. 3 6/6>> Dana Ralph, Mayor Vf � °C <<Date on attached Second Amendment pg. 3/6 and attached quote pg. 6/6>> ioc Date Received:City Attorney: 5/14/24 Date Routed:Mayor's Office 5/23/24 City Clerk's Office 5/24/24 adccW22373_1_20 '.1" .I Ia ents.KentWA.gov toobtain copies of all agreements rev.20221201 SECOND AMENDMENT TO AGENCY AGREEMENT BETWEEN THE CITY OF KENT AND LEADSONLINE, LLC. This Second Amendment ("Second Amendment") to the Agency Agreement, dated November 1, 2005, ("Agreement"), is between LeadsOnline, LLC, a Delaware limited liability company ("Provider"), and the City of Kent, a Washington municipal corporation ("City"). I. RECITALS 1.1 The City and LeadsOnline, LLC, a Delaware limited liability company, entered into the Agreement, dated November 1, 2005. 1.2 Since the original Agreement was executed, the Parties entered into annual renewal agreements pursuant to Section 6.3 of the Agreement. 1.3 On November 1, 2022, the parties executed the First Amendment to the Agreement for purposes of formally renewing the terms of the Agreement entered in 2005. 1.4 The Parties now desire to amend the scope of the Agreement through this Second Amendment to add the CellHawk subscription service, as described in Agency Agreement - Attachment B. NOW, THEREFORE, the parties amend the Agreement as follows: II. AMENDMENT 2.1. Scope. The Scope of Agreement is amended as follows: Scope of Agreement Provider operates and maintains at its web site a confidential database accessible electronically exclusively by Law Enforcement Agencies for the sole purpose of identifying stolen merchandise and persons suspected of property crimes PFineipa4 City desires to utilize the electronic database at Provider's web site Provider further operates a subscription service which uploads analysis files to analyze communications or movements of devices, vehicles, and other entities, reference data for identifying locations including cell site lists, landmarks, and locations related to crimes. SECOND AMENDMENT TO AGENCY AGREEMENT - 1 (between City of Kent and Leads Online, LLC) City desires to utilize the subscription service offered by Provider and described in Attachment B Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows 2.2 Ratification. All acts of the parties performed pursuant to the Agreement, previous Amendments, and this Second Amendment, prior to the effective date of this Second Amendment, are hereby ratified and affirmed, and the terms of the Agreement, previous Amendments, and this Second Amendment shall be deemed to have applied. The parties accept all requirements of this Second Amendment by signing below. This Second Amendment, unless otherwise provided, does not relieve the Provider from strict compliance with the guarantee and warranty provisions of the original Agreement. 2.3 Remainina Provisions. Except as specifically amended by this Second Amendment, all remaining provisions of the Agreement shall remain in full force and effect. The parties whose names appear below affirm that they are authorized to enter into this Amendment, which is binding on the parties of the Agreement. IN WITNESS, the parties below have executed this Amendment, which will become effective on the last date written below. PROVIDER: CITY OF KENT: By: i' _ By:� _ . (signature) (signatu-e) Print Name: Alexander Finley Print Name: Dana Ralph Its Chief Executive Officer Its Mayor (title) (title) DATE: May 6, 2024 DATE: 05/23/2024 ATTEST: APPROVED AS TO FORM: (applicable if Mayor's signature required) eu�'_gwtm� V- Kent City Clerk Kent Law Department SECOND AMENDMENT TO AGENCY AGREEMENT - 2 (between City of Kent and Leads Online, LLQ Leads � n I i n e 6900 Dallas Parkway,Suite 825 Phone(972)361-0900 Plano,TX 75024 Fax(972)361-0901 leadsonline.com Toll-Free(800)311-2656 Real Time Crime•CeIlHawk •Toolbox AGENCY AGREEMENT -ATTACHMENT 'B' SCOPE OF WORK AND ANNUAL SUBSCRIPTION FEE AGENCY: KENT POLICE DEPARTMENT UNIT: KENT POLICE DEPARTMENT 1. SERVICE. LeadsOnline CeIlHawk Cell Phone Mapping &Analysis System for Law Enforcement Agency users(Service). Agency represents that it is a law enforcement agency or governing body of a law enforcement agency, an entity duly authorized by municipal,state county or federal government to enforce laws or investigate crimes, and the Eligible Users are employed by Agency in the Unit listed at the top of this Attachment'B'. 2. PURPOSE. Law Enforcement Use: Exclusively for the official law enforcement agency duties of Agency's Unit; information retrieved from the Service is for the exclusive use of Eligible Users with the exception of disclosure necessary to investigate and prosecute crimes within the jurisdiction of and investigated by Agency's Unit. 3. DEFINITIONS. Analysis Files are records electronically submitted by an Agency to the Service for automated analysis including but not limited to unstructured images,video,audio or text submitted, and data related to communications or movements of devices, vehicles and other entities, reference data for identifying locations including cell site lists, landmarks, and locations related to crimes). Analysis Files are typically generated by telecommunications network providers and systems, app providers, computers, extraction systems and are provided to Agency via a legal process or voluntarily by persons with the right to provide them.Analysis Files are Agency Property. 4. SERVICE RECIPIENT AND ELIGIBLE USERS. Capacity and Eligible User: no more than 10 named individual employees of Kent Police Department in its Kent Police Department unit, each with a unique login (Eligible Users). • Eligible User logins may not be shared and individuals in a division who are not Eligible Users may not access the Service. • During initial onboarding, Agency must provide LeadsOnline with the names and email addresses of Eligible Users (Agency may revise its Eligible Users Form a reasonable number of times each year) • Access to Analysis Files is limited to Eligible Users for Services on this Attachment'B'but may be shared with eligible users of other Attachments to the Agency Agreement if directed by Agency. Maximum number of rows allowed: Unlimited ©2000-2023 LeadsOnline, LLC.Confidential Information.All rights reserved. 1 Lead sc n I i n e 6900 Dallas Parkway,Suite 825 Phone(972)361-0900 Plano,TX 75024 Fax(972)361-0901 leadsonline.com Toll-Free(800)311-2656 Real Time Crime • CeIlHawk •Toolbox 5. TERM, SERVICE PERIODS AND SUBSCRIPTION FEES. Order Term: This Attachment'B' will become effective as of the Effective Date and remain in effect through the Service Periods listed below (Initial Term)and any renewal Service Periods or until termination by LeadsOnline or Agency as described below. The Effective Date shall be defined as the date of the last signature below. Renewals: Neither party is obligated to renew this Attachment'B'. Prior to the expiration of the Initial Term or any renewal term, the parties may renew this Attachment'B'for an additional one-year term by LeadsOnline's submission of a valid invoice to Agency for the renewal Service Period at then-current pricing and Agency's payment of such invoice within thirty(30)days of renewal. SERVICE PERIOD DUE DATE AMOUNT Start Date through October 31, 2024 Due upon receipt $2,352 November 01, 2024 through October 31, 2025 Due on or before November 01, 2024 $5,995 November 01, 2025 through October 31, Due on or before November 01, 2025 $6,175 2026 November 01, 2026 through October 31, Due on or before November 01, 2026 $6,360 2027 6. FEATURES. SERVICE FEATURES LeadsOnline Upload Analysis Files to analyze communications or movements of devices, vehicles and other CeIlHawk System entities, reference data for identifying locations including cell site lists, landmarks,and locations related to crimes. LeadsOnline Create a Live Ping with any carrier and direct notifications from any carrier to route to your users Live Ping System and to LeadsOnline CeIlHawk for mapping,filtering, and analysis. LeadsOnline Benefit from coordinated investigative efforts through pointers to the records of other Law Deconfliction System Enforcement Agencies when users match on persons, property, devices, vehicles, and other entities. Use LeadsOnline's automated search warrant generation,automated phone lookups, repository LeadsOnline of training materials,video tutorials,templates, resources,software, process guides,carrier and Toolbox network specifications,contacts,subject matter assistance and other content relevant to criminal investigations. 7. TRAINING AND REMOTE TECHNICAL SUPPORT. • One-Hour Online New User CeIlHawk Basic Training class. ✓Additional courses available via LeadsOnline CeIlHawk Training Portal. ✓Other on-demand training webinars on digital evidence analysis are available in the LeadsOnline Toolbox. • Technical Support program is described at leadsonline.com/support. ©2000-2023 LeadsOnline, LLC.Confidential Information.All rights reserved. 2 Leads � n I i n e 6900 Dallas Parkway,Suite 825 Phone(972)361-0900 Plano,TX 75024 Fax(972)361-0901 leadsonline.com Toll-Free(800)311-2656 Real Time Crime • CellHawk •Toolbox 8. MISC. This Attachment'B'is attached to and incorporated into the Agency Agreement between Agency and LeadsOnline dated November 01, 2005 (Agreement). This Attachment'B' is governed by the terms of the Agreement between the parties. All terms not defined in this Attachment'B'have the meanings ascribed to such terms in the Agreement.This Attachment 'B'and the Agreement constitute the entire agreement between the parties,and supersede all prior or contemporaneous negotiations, agreements, and representations,whether oral or written, related to this subject matter. No modification or waiver of any term of this Attachment 'B' is effective unless both parties sign an amendment to this Attachment 'B'. LeadsOnline may include a purchase order number on Agency's invoice solely for Agency's internal payment and record keeping processes, but any terms within any purchase order in response to a quote, Attachment to the Agreement or invoice will not modify or enlarge the obligations or liabilities of either party even if the parties sign it. LeadsOnline LLC Kent Police Department (LeadsOnline) (Agency) Signature: Signature:���� Printed Name:Alexander Finley Printed Name: Dana Ralph Title: CEO Title: Mayor Date: May 6, 2024 Date: 05/23/2024 Address: 6900 Dallas Parkway, Suite 825 Address: 220 41h Ave. South Plano,TX 75024-4200 Kent,WA 98032 ©2000-2023 LeadsOnline, LLC.Confidential Information.All rights reserved. 3 MAYOR TO SIGN LeadsOnline CeIlHawk Amendment #2 ( 1 ) Final Audit Report 2024-05-13 Created: 2024-05-13 By: Ikhra Mohamed(imohamed@kentwa.gov) Status: Approved Transaction ID: CBJCHBCAABAALZMc3ZRHOUTR-a4-NeBZWOw72ES_pi4d "MAYOR TO SIGN_LeadsOnline CeIlHawk Amendment #2 (1 )" History E Document created by Ikhra Mohamed (imohamed@kentwa.gov) 2024-05-13-10:30:32 PM GMT Document emailed to Tara Duckworth (tuckworth@kentwa.gov)for approval 2024-05-13-10:30:36 PM GMT ® Email viewed by Tara Duckworth (tuckworth@kentwa.gov) 2024-05-13-10:33:39 PM GMT Document approved by Tara Duckworth (tuckworth@kentwa.gov) Approval Date:2024-05-13-10:34:05 PM GMT-Time Source:server Q Agreement completed. 2024-05-13-10:34:05 PM GMT Powered by r � Adobe ` � T Acrobat Sign