HomeMy WebLinkAbout23-0710 Global Intelligence Inc. .a3-0-4-10
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 10th day of July, 2023, by
and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")
and Global Intelligence, Inc., a Canadian corporation, (hereinafter referred to as "Global" or
"Seller").
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 Global 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, attached hereto and made a part hereof.
3. ACCESSIBILITY. Global shall allow City access to the full functionality of
CyberCheck via a dedicated web portal for the purpose of entering case information and receiving
case reports. Access shall not be limited as to time of day, nor will it be limited as to the number of
City end users using CyberCheck.
4. 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. Global
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 Global agrees that service by
first class U.S. mail to Global Intelligence, Inc., New Brunswick, Canada shall constitute effective
service. Both parties hereto waive any rights to a jury.
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.
6. INTEREST. Global 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. 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, e-mail or other
electronic means shall be treated in all manner and respects as an original document. The signature
of any party on a copy of this agreement transmitted by fax machine, or e-mail, or other electronic
means shall be considered for these purposes as an original signature and shall have the same legal
effect as an original signature. Any such faxed, c-mailed or other electronically transmitted 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 electronically transmitted correct 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.
8. 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.
9. PAYMENT. City shall pay the total sum of$8000.00 USD within thirty (30) days
of receipt of invoice. The aforementioned total sum is inclusive of all freight, shipping and
applicable taxes. City is a tax-exempt governmental body.
10. INDEMNIFICATION. To the fullest extent permitted by law, Global agrees to and
shall indemnify, defend and hold harmless the City, its officers, employees, boards and
commissions from and against any and all claims, suits,judgments, costs, attorney's fees, damages
or any and all other relief or liability arising out of or resulting from or through or alleged to arise
out of any negligent acts or omissions of Global or Global's officers, employees, agents or
subcontractors in the performance of this agreement, including but not limited to, all services or
work performed hereunder. In the event of any action against the City, its officers, employees,
agents, boards or commissions covered by the foregoing duty to indemnify, defend and hold
harmless, such action shall be defended by legal counsel of the City's choosing.
11. 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.
12. LIMITATION OF ACTIONS. Global 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 January 1,2026.
13. 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 Global and/or their 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 Global and/or their respective officials, officers,
employees and/or agents as a result of this agreement or any actions of the Parties pursuant to this
agreement.
14. 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
2
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 Global 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.
15. TERM. This Agreement shall be effective July 10, 2023, and shall terminate
December 31, 2023.
16. TERMINATION. City may terminate this Agreement for any reason in the City's
sole discretion upon thirty (30) days written notice without penalty. In the event of any such
termination by the City, Global, shall be paid on a pro rata basis for work actually performed or
goods actually delivered.
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.
GLOBAL INTELLIGENCE, INC. CIT ;LGIN
Jeff ShawGl�'�`�Print Name Richard G. Kozal,City Manager
Attest:
S. ature
COO
Title City Clerk
Legal Dept\Agreement\Global Intelligence-Purchase Agr-4-I2-23.docx
3
is'r • .
GLOBAL • •, ci-
CYBERCHECK
CYBERCHECK USAGE TERMS AND CONDITIONS
ATTACHMENT A
1. AGREEMENT
This Agreement is entered for the purpose of enabling the CLIENT to utilize
CyberCheck for criminal investigations and intelligence gathering in compliance with
the COMMERCIAL AGREEMENT(page 1)and the following terms contained in these
USAGE TERMS AND CONDITIONS.
2. USAGE RIGHTS AND SERVICES
CLIENT may use CyberCheck as a solution for validation of an indication of criminal
behavior facilitated through the Internet,both the surface(commonly used) and the dark
web (often used for criminal behavior) to identify Indicators of Criminal Behavior
(IOCB). GLOBAL INTELLIGENCE retains ownership of all right, title and interest in
CyberCheck and all intellectual property rights related thereto. Any use of CyberCheck
by CLIENT in violation of these terms shall be a breach of this Agreement. GLOBAL
INTELLIGENCE agrees that in allowing CLIENT to use CyberCheck, GLOBAL
INTELLIGENCE will provide the following scope of services: access to CyberCheck
by unlimited users for the Agreement term; generation of case reports in the quantity
reflected in the COMMERCIAL AGREEMENT on page 1, Real-time intelligence
support (process described in next paragraph), 24X7 technical support, onboarding and
training.
Affidavit and trial specific support provided by a GLOBAL INTELLIGENCE
representative who is duly qualified to testify is an additional cost to be reimbursed by
CLIENT. Virtual court testimony is$150 USD/hour and in-person court testimony is
$2000 USD/day for each day the representative is required to attend court regardless if
the date scheduled to testify is moved,and the representative is present at the court house.
One additional day at half rate($1000)will be charged for travel time. Prior authorization
from CLIENT is required for travel expenses. Travel fees and expenses include, but are
not limited to, accommodation, airfare, car rental, meals, and meterage.
Real-time intelligence is defined as the tactical operations describing the process of
delivering actionable intelligence based on the requirement that there is an imminent
threat to public safety in the jurisdictions responsible for, and enforced by, CLIENT.
Real-time intelligence is based on real-time collected, analyzed and correlated data,
which represents the actionable intelligence delivered to the members of CLIENT. Real-
time intelligence is delivered in 15-minute (or sooner, where and when applicable)
intervals and is often used for navigation,tracking and confirming elements of a criminal
activity where an imminent threat to public safety has been identified.
Imminent threat to public safety operates under the operations mandate that there is an
immediate and significant threat of serious harm and/or death to members of the CLIENT
responsible for, and enforced,jurisdiction.
3
Global Intelligence Inc Proprietary and Confidential
i'
ittlA
•
�t1-oeAl •.nc ' :CYBERCHECK
if
Subject to the terms and conditions of this Agreement,CLIENT is hereby granted a non-
exclusive, non-transferable, non-sub licensable license during the Annual Term (as
defined below) to use CyberCheck made available by GLOBAL INTELLIGENCE to
CLIENT pursuant to this Agreement for the sole purpose of this Agreement. CLIENT's
license rights to use CyberCheck are limited to those expressly granted by this
Agreement. CyberCheck is licensed and not sold; GLOBAL INTELLIGENCE, or its
licensors, own all intellectual property rights, including patent, copyright, trade secret,
trademark and other proprietary rights, in and to CyberCheck and the underlying software
and technology.
3. INTELLECTUAL PROPERTY RIGHTS AND WARRANTIES
Intellectual Property Rights: GLOBAL ITELLIGENCE warrants that there has been no
violation of intellectual property rights in manufacturing, producing, and/or selling the
item(s) ordered or shipped to CLIENT or the services being delivered to CLIENT.
GLOBAL INTELLIGENCE agrees to indemnify and hold harmless CLIENT, its
employees, agents, or servants, its employees, agents, or servants against any and all
liability, loss,or expense resulting from any such violation.
Warranty of Non-infringement: Notwithstanding anything to the contrary within this
Contract, GLOBAL INTELLIGENCE represents and warrants that, at the time of
entering into this Contract and to GLOBAL INTELLIGENCE'S knowledge, no claims
have been asserted or action or proceeding brought against GLOBAL INTELLIGENCE
which alleges that all or any part of the services, deliverables, system, software, scripts,
codes, processes, calculations, formulas, work-flows, data and alike or use thereof by
GLOBAL INTELLIGENCE to deliver CyberCheck under the Contract, infringes or
misappropriates any patent, copyright, mask copyright or any trade secret or other
intellectual or proprietary right of a third party,nor is GLOBAL INTELLIGENCE aware
of any such potential claim. Notwithstanding anything to the contrary within this
Contract, GLOBAL INTELLIGENCE warrants title and noninfringement of any other
intellectual property rights held by others.
4. RESTRICTIONS
CLIENT shall not use CyberCheck for any purpose other than what it is duly permitted
and authorized to use for such purpose in identifying Indicators of Criminal Behavior
(IOCB). CLIENT agrees and undertakes that it will not, either by itself or by anyone on
its behalf:
(1) use CyberCheck and/or Services in order to violate third parties'right to privacy
or other rights, or harvest or collect personally identifiable information about
third parties without their express and informed consent; (2) forward,publish or
otherwise make available CyberCheck and/or Services in violation of the
provisions of this Agreement, or without the prior written consent of GLOBAL
INTELLIGENCE; (3) sell, rent, lease, sublicense, distribute, create partition,
redistribute, syndicate, create derivative works of, assign or otherwise transfer
or provide access to, in whole or in part, CyberCheck or Services; (4) use
CyberCheck or the Services for any illegal, unauthorized or other improper
4
Global Intelligence Inc Proprietary and Confidential
G •'•, CYBERCHECK
Intireprprcepurposes; or (5) otherwise violate any of the terms set forth under this
Agreement.
5. SEVERABILITY
In the event any provisions of these terms and conditions are held to be unenforceable for
any reason, the unenforceability thereof shall not affect the remainder of the terms and
conditions which shall remain in full force and effect and enforceable in accordance with
these terms and conditions.
6. NO THIRD-PARTY BENEFICIARIES
This Agreement is for the benefit of the parties hereto and is not entered into for the
benefit of any other person or entity. Nothing in these terms and conditions shall be
deemed or construed to create or confer any benefit,right or cause of action for any third
party or entity.
7. WAIVER OF BREACH
It is agreed that no waiver or modification of the terms hereof or of any covenant,
condition, or limitation contained in said terms shall be valid unless it is in writing and
duly executed by the party to be charged with it, and that no evidence of any waiver or
modification shall be offered or received in evidence in any proceeding, arbitration, or
litigation between the parties arising out of or affecting the terms hereof, or the right or
obligations of any party, unless such waiver or modification is in writing, and duly
executed.
The waiver by either party of a breach or violation of any provision of these terms and
conditions shall be construed as a modification of these terms and conditions and shall
not operate as, or be construed to be, a waiver of any subsequent breach of the same or
any other provision of these terms and conditions.
8. TERM AND TERMINATION
CLIENT shall have the right to use CyberCheck for the Term. Upon termination of this
Agreement for any reason, including expiration of the Term, CLIENT agrees to
discontinue all use of CyberCheck.
9. CONFIDENTIALITY
The Data Confidentiality Agreement by and between the Parties is attached as$chedulc
Land constitutes an integral part of this Agreement. The agreement shall control the
disclosure, use and protection of ALL data entered in, and processed by, CyberCheck
and is classified as Confidential Information between the parties. In summary,ALL data
is owned by the CLIENT, the CLIENT is the Data Controller and GLOBAL
5
Global Intelligence Inc Proprietary and Confidential
•
Rom„ CYBERCHECK
INTELLIGENCE is the Data Processor.
10. DISCLAIMERS
PRODUCT AND/OR SERVICES, INCLUDING WITHOUT LIMITATION ANY
INFORMATION RELATED THERETO, ARE PROVIDED ON AN "AS IS" BASIS,
WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED
WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE; AND GLOBAL INTELLIGENCE DOES NOT
WARRANT THAT THE PRODUCT OR SERVICES OR CONTENT CONTAINED
THEREIN SHALL BE ERROR-FREE,SHALL BE COMPLETE OR ACCURATE OR
SHALL MEET CLIENTS REQUIREMENTS, NEEDS OR EXPECTATIONS.
EXCEPT AS OTHERWISE EXPRESSLY AND SPECIFICALLY PROVIDED FOR
IN THIS AGREEMENT, GLOBAL INTELLIGENCE DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE,ACCURACY, AND
RELIABILITY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL AND MATERIAL PART OF THIS AGREEMENT.
11. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the use
of CyberCheck and supersedes all prior communications. The parties acknowledge and
agree that neither of them has made any representation with respect to the subject matter
of this Agreement or any representations except such representations as are specifically
set forth herein,and the parties acknowledge that they have relied on their own judgment
in entering into the same. The parties further acknowledge that any statements or
representations that may have been made by either of them to the other are void and of
no effect and that neither of them has relied on such statements or representations in
connection with its dealings with the other. No "click on" or "click through" online
agreements or terms/conditions found on the Website or any other communication by and
between the parties shall alter,modify,supplement,or replace these terms and conditions
contained herein or found. No alteration of these terms and conditions is binding on
CLIENT unless signed by CLIENT.
6
Global Intelligence Inc Proprietary and Confidential
•
GLOBAL '' CYBERCHECK
SCHEDULE I DATA CONFIDENTIALITY AGREEMENT
This Data Confidentiality Agreement is effective as of the day,month and year first set forth
above in this Agreement by and betwecn Global Intelligence Inc. (the "Disclosing Party"),
and the CLIENT(the"Receiving Party"). With respect to any and all information disclosed
by the Disclosing Party to the Receiving Party, the parties wish to ensure due protection of
such information.
Therefore, the parties hereby agree as follows:
1. Receiving Party acknowledges that it may receive information regarding the activities
and business of Disclosing Party, its parent companies, subsidiaries and/or affiliates, all
whether in oral, written, graphic, or machine-readable form, or in any other form, including,
without limitation, concepts, techniques, processes, methods, systems, designs, drawings,
photographs, models, prototypes, computer programs, research materials, formulas,
development or experimental work, work in progress, mask work, inventions, cost data,
marketing plans,product plans,business strategies,financial information,forecasts,personnel
information and customer or supplier lists (collectively, "Confidential Information").
Confidential Information also includes information received by or disclosed to the Disclosing
Party from a third party under a confidentiality, non-disclosure, non-use or other similar
restriction. For the avoidance of doubt, nothing herein shall be deemed to impose on
Disclosing Party any duty or obligation to disclose any such information to Receiving Party,
and such disclosure shall be at all times at Disclosing Party's sole and absolute discretion.
Furthermore,nothing herein shall be deemed to create any representation that the Confidential
Information,or any part of it, is whole, accurate or correct.
2. Receiving Party hereby acknowledges that the Confidential Information is highly
confidential, and undertakes that, at all times, it: (i)shall treat and maintain the Confidential
Information as confidential, and hold all such Confidential Information in trust and in strict
confidence, utilizing the same degree of care it uses to protect its own confidential
information, but in no event less than a reasonable degree of care; (ii) shall not disclose the
Confidential Information to any third party, whether or not for consideration, except as may
be required by law; (iii) shall not use the Confidential Information for any purpose other than
the limited purpose, or exploit the Confidential Information for its own benefit or for the
benefit of anyone else, without the prior written consent of Disclosing Party; and (iv) shall
not make any copies of the Confidential Information without the prior written consent of
7
Global Intelligence Inc Proprietary and Confidential
•
��,,,BA,_ a • CYBERCHECK
Disclosing Party.
3. The Confidential Information and all right, title and interest therein will remain at all
times the exclusive property of Disclosing Party, its parent companies, subsidiary companies
and/or affiliates. Nothing hereunder may be construed as granting to Receiving Party any
right,warranty or license by implication or otherwise under any patent, copyright,know-how
or design rights,or other form of protection of industrial or intellectual property,or as creating
any obligation on the part of Disclosing Party to enter into any business relationship
whatsoever or to offer for sale any service or product.
4. Notwithstanding anything to the contrary provided for herein, the Disclosing Party
hereby acknowledges and agrees that the Client (City of Elgin, Illinois) is an Illinois
municipal corporation and governmental body subject to the Illinois Freedom of Information
Act (5 ILCS 140/1, et seq.). The Client's good faith compliance with the aforementioned
Illinois Freedom of information Act shall not be construed as and shall not constitute a
breach of this Agreement. The terms and provisions of the Illinois Freedom of Information
Act shall govern and control all processing and administration of all confidential
information, and shall control and supersede any conflicting terms or provisions of this
Agreement.
8
Global Intelligence Inc Proprietary and Confidential
Global `cybercheck I case
Intelligence
CYBERCHECK END USER AGREEMENT
This End User Agreement ("Agreement") is entered into as of this le day of July,2023,
between Global Intelligence Inc, a company incorporated under the laws of Canada, with
principal offices located at New Brunswick, Canada ("GLOBAL INTELLIGENCE"), and
Elgin Police Department an independent constitutional officer under the laws of the State of
Illinois with administrative offices located at 151 Douglas Ave, Elgin, IL 60120, United
States ("CLIENT"), GLOBAL INTELLIGENCE and CLIENT shall each be referred to
hereunder individually as a "Party" and collectively,the "Parties".
COMMERCIAL AGREEMENT
CLIENT agrees to the following commercial terms with regard to contract duration,
features, quantities and pricing. GLOBAL INTELLIGENCE will allow the CLIENT
access to the full functionality of CyberCheck via a dedicated web portal for the purpose
of entering case information and receiving case reports. Access will not be limited as to
time of day, nor will it be limited as to the number of end users of the CLIENT using
CyberCheck.
Agreement Term: 07/10/2023 - 12/31/2023
License,Maintenance& 1 incl
Support
CyberCheck Cases -1 3 S8000
Total (USD) I $8000
Accounts that are overdue by more than 60 days will have service suspended until
payment has been received.
1
Global Intelligence Inc Proprietary and Confidential