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Home My WebLink About22-33 Resolution No. 22-33 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH GRAYSHIFT, LLC FOR GRAYKEY MOBILE FORENSIC ACCESS SOFTWARE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that pursuant to Elgin Municipal Code Section 5.02.020B(9) the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Purchase Agreement on behalf of the City of Elgin with Grayshift,LLC,for graykey mobile forensic access software,a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: February 23, 2022 Adopted: February 23, 2022 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 23rd day of February a 2022, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Grayshift, LLC, a Delaware limited liability company, (hereinafter referred to as "Grayshift"). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto hereby agree as follows: 1. PURCHASE. City shall purchase,and Grayshift shall sell the goods and/or services described by Attachment A, attached hereto and made a part hereof. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A. 3. LAW/VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Grayshift hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof; and Grayshift agrees that service by first class U.S. mail to 931 Monroe Drive NE, Suite A102-340, Atlanta, Georgia 30308 shall constitute effective service. Both parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this agreement, except in writing and executed with the same formalities as the original. 5. MERGER. This agreement embodies the whole agreement of the parties. There are no promises, terms, conditions or obligations other than those contained herein, and this agreement shall supersede all previous communications, representations or agreements, either verbal, written or implied between the parties hereto. This Agreement shall not be construed to and shall not constitute an employment, joint venture, partnership or other agency relationship between the parties hereto. 6. INTEREST. Grayshift hereby waives any and all claims or rights to interest on money claimed to be due pursuant to this agreement, and waives any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local Government Prompt Payment Act (50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this agreement. 7. SEVERABILITY. The terms of this agreement shall be severable. In the event any of the terms or the provisions of this agreement are deemed to be void or otherwise unenforceable for any reason,the remainder of this agreement shall remain in full force and effect. 8. COMPLIANCE WITH LAW. Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement, Grayshift shall comply with all applicable federal, state, city and other requirements of law, including, but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Grayshift hereby certifies, represents and warrants to the City that all of Grayshift 's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Grayshift shall also, at its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Grayshift to determine Grayshift's compliance with the provisions of this section. In the event the City proceeds with such an audit, Grayshift shall make available to the City Grayshift 's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 9. EXECUTION. This agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same agreement. For the purposes of executing this agreement, any signed copy of this agreement transmitted by fax machine or e- mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of this agreement transmitted by fax machine or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding legal effect as an original document. At the request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in an original form. No party to this agreement shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever waive such defense. 10. CONFLICT. In the event of any conflict between the terms and provisions of this purchase agreement and Attachment A hereto, the terms and provisions of this purchase agreement shall supersede and control. 11. PAYMENT. City shall pay the total sum of $27,995 within thirty (30) days of delivery or city's receipt of invoice, whichever is later. The aforementioned total sum is inclusive of ! all taxes, charges and any or all other penalties and interests for the grant of license rights hereunder or the delivery of related services. The City is a tax-exempt governmental body. 12. LIMITATION OF DAMAGES. In no event shall City be liable for any monetary damages in excess of the purchase price contemplated by this agreement. In no event shall City be liable for any consequential, special or punitive damages, or any damages resulting from loss of profit. 13. DELIVERY. Grayshift shall complete delivery of all goods on or before February 28,2022. 14. TERM. This Agreement shall terminate on February 28, 2023. 15. WAIVER. Neither party hereto shall be responsible for any consequential, indirect, punitive or incidental damages for any reason whatsoever. Any delay or failure to enforce any rights by either party arising out of or pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver of any such rights. 2 16. LIMITATION OF ACTIONS. Grayshift shall not be entitled to, and hereby waives, any and all rights that it might have to file suit or bring any cause of action or claim for damages against the City of Elgin and/or its affiliates, officers, employees, agents, attorneys, boards and commissions of any nature whatsoever and in whatsoever forum after two (2) years from the date of this Agreement. 17. NO WAIVER OF IMMUNITIES OR RIGHTS. This agreement is not intended and shall not be construed to alter, limit, or constitute a waiver of any of the civil immunities afforded the City and/or its officials, officers, employees and/or agents pursuant to the Local Governmental and Governmental Employees Tort Immunity Act at 745 ILCS 10/1-101, et seq., as amended,the Emergency Telephone System Act at 50 ILCS 750/0.01 et seq., as amended, and/or as otherwise provided by law, it being agreed that all the civil immunities as set forth in such Acts, as amended, and/or as otherwise provided by law shall fully apply to any claims asserted or which might be asserted against the City and/or its respective officials, officers, employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this agreement. 18. NO SPECIAL OR OTHER DUTY. No special duties or obligations are intended and shall not be deemed or construed to be created by this agreement. Notwithstanding anything to the contrary in this agreement, it is agreed and understood that no third party beneficiaries are intended or shall be construed to be created by the provisions of this agreement and it is the intention of the parties hereto that no action may be commenced by any person or entity against the City and/or Grayshift and/or their respective officials, officers, employees, agents and/or other related persons or entities for monetary damages for any alleged breach or failure to provide services described in this agreement. The provisions of this section shall survive any expiration and/or termination of this agreement. The person signing this Agreement certifies that s/he has been authorized by the Seller to commit the Seller contractually and has been authorized to execute this Agreement on its behalf. IN WITNESS WHEREOF, the parties have hereto set their hands the day and year first above written. GRAYSHIFT, LLC AR-ichard GIN Mark Snell Pr'$1,t�i:��r,t. ozal, Ci *MMangger 1DocuSigned by: L041, S�^'t'�' Atte t: F933E1950E5A420... Signature Chief Financial officer City Clerk Title Legal Dept\Agreement\Grayshilt-Purchase Agr-Digital forensic Tool-I-21-22.doex 3 Al"I'ACHMENT A GRAYSHIFT Grayshirt LLC 931 Monroe Drive NE Suite A102-340 Quote Number: Q-13278-1 Atlanta,GA 30308 Created Date. 1/18/2022 USA Expiration Date: 2/28/2023 Phone:(833)472-9539 Contract Start Date: 1/2912022 CAGE Code: 7ROW9 DUNS Number: 081045174 NAICS: 511210 Ship To IWI To Carla Carter Carla Carter Elgin Police Department 151 Douglas Ave This license will be digitally delivered. Elgin,Illinois 11. United States carter_c a cityofelgin.org SALESPERSON EMAIL DELIVERY METIIUD PAYMENTTERMS Deanna Binion deannaLgrayshifl.com Digital I Net 30 All prices below are in U.S.Dollar PRODUCT NAME START END PART Q7Y PRICE EXTENDED GrayKey License-Advanced 1/29/2022 2128/2023 GKL-ONF- 100 7.7,995.00 27,995.00 Unlimited Consent and BFU Extractions.225 AFU,Instant Unlock AD or Brute Force Advanced actions Action Credits Included:225 Renewal for Serial Numbers:9a926beed4691525 TOTAL, z7.99...5,00 Page 1 of 1