HomeMy WebLinkAbout23-109 Resolution No. 23-109
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH GRAYSHIFT, LLC
FOR THE PURCHASE OF 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 the purchase of 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: April 26, 2023
Adopted: April 26, 2023
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
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PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 26 day of _ April ,
202 3 , 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. LAWNENUE. 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 50511, 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. SEVERAKILITYY. 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
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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
proirt.
13. DELIVERY. Grayshift shall complete delivery of all goods on or before February
28,2023.
14. TERM. This Agreement shall terminate on January 28, 2024.
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.
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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.
IT 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 750/0.0I 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 Grayshifl 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 CIT ELGIN
Mark Snell
NrirjjfUiyi r Richard G. Kozal, Cit ana
Zity
st: e*6
Sigilaii�re
chief Financial Officer Clerk
Title
Legal Dept\Agroerocut\Gmysbift-PumbaseAgr-DigitalFo=sic Tool-2-17-23.&cx
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ATTACHMENT A
GRAYSIHFT, LLC
END USER LICENSE TERMS
IMPORTANT:PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY.
I. ACCEPTANCE AND DELIVERY.Software will be provided by electronic means.Acceptance of Software("Acceptance")
shall be automatic upon the successful completion of Grayshift's standard installation procedures on the Product.
Z. LICENSE GRANT. Subject to the terms of this Agreement and for the consideration specified in the Order(defined below),
Grayshift, LLC ("Grayshift") hereby grants to you ("Licensee"or"You")a limited, revocable,nontransferable, non-assignable,non-
sublicensable,non-exclusive license to use and allow Authorized Users to use the Software,in object code form,solely as such Software is
embedded in proprietary equipment provided herewith("Product")and solely for the intended purpose and consistent with Section 9
hereto when accessing mobile devices("Devices")in your possession or control.Licensee may only use the Product in online mode at
authorized physical locations(the "Authorized Locations") specified in the online order (the"Order") or that Licensee has otherwise
registered with Grayshift,and Licensee further acknowledges and agrees that in order for the Product to function properly in online mode,
the Product must be connected to the Internet. Use of the Product in offline mode does not require the Product to be connected to the
Internet. Grayshift may use certain third-party monitoring tools to ensure that Licensee is in compliance with the foregoing restrictions,
which such tools may be subject to Third Party Components terms as further described herein. For purposes of this Agreement,
"Authorized Users"means collectively,employees,agents,or contractors who are empowered by Licensee to access or use the Product
and Software.The Licensee shall notify Grayshift in writing within thirty (30)calendar days following a change of an Authorized User's
employment status such that the Authorized User ceases to be empowered by the Licensee to access or use the Product and Software
either through ceasing to be employed by the Licensee or a change in his or her position within the Licensee's organization such that he
or she is no longer authorized toaccess or use the Product and Software.
3. THIRD PARTY COMPONENTS.The Software makes use of or otherwise incorporates third party components, including
certain Google Maps features and content, Use of Google Maps features and content is subject to the then-current versions of the:(1)
Google Maps/Google Earth Additional Terms of Service at https.,//maps.googic.com/help/terms_maps.html; and (2) Google Privacy
Policy at https://www.google.com/policies/p6vacy/.
4. LICENSE RESTRICTIONS.Notwithstanding anything to the contrary in this Agreement, Licensee will not (or allow an
Authorized User or any other individual to);(a)modify any Product;(b)reverse compile,reverse assemble,reverse engineer or otherwise
translate all or any portion of any Product, including by removal, disassembly or alteration of any of the Product's components; (c)
pledge, rent,lease,share, distribute, sell or create derivative works of any Product;(d)use any Product on a time sharing,service bureau,
application service provider(ASI'),rental or other similar basis; (c) make copies of any Product; (e)remove, alter or deface(or attempt
any of the foregoing)proprietary notices, labels or marks in any Product;(f) distribute any copy of any Software to any third party,
including without limitation selling any Product in a secondhand rnarket;(g) use the Software other than with Products provided by
Grayshifl; (h)use the Product in online mode other than at an Authorized Location;(i)deactivate,modify or impair the functioning of
any disabling code in any Software; 0) circumvent or disable Grayshift copyright protection mechanisms or license management
mechanisms;(k)use any Product in violation of any applicable Law or to support any illegal activity;(1)use any Product to violate any
rights ofany third party;or(m)photograph any of theProduct's components,whetherinternal or external.To the extent legally practicable,
Devices must remain in the Licensee's possession and control until after the software agent has been successfully uninstalled on the
Devices.Grayshift expressly reserves the right to seek all available legal and equitable remedies to prevent any of the foregoing and to
recover any lost profits,damages or costs resulting from any of the foregoing.
5. FEES. Licensee shall pay the license fees set forth in the relevant Quote for the Software and Product.
6. TITLE. As between the parties,Grayshift and its licensors retain all right, title,and interest,including, without limitation,all
intellectual property rightsto the Product. Licensee understands that Grayshifl may modify or discontinue offering the Product at any time.
The Product is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give
Licensee any rights not expressly granted herein. This Agreement does not constitute a sale of the Product or any portion or copy of it.
All rights not granted are reserved for Grayshift.
7. LIMITATION OF LIABILITY. UNDER NO LEGAL THEORY, INCLUDING,BUT NOT LIMITED TO,NEGLIGENCE,
TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL GRAYSHIFT OR ITS LICENSORS BE LIABLE FOR ANY
INDIRECT,SPECIAL,INCIDENTAL,PUNITIVE,EXEMPLARY,RELIANCE OR CONSEQUENTIAL DAMAGES INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF
RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM USE. GRAYSH[FT'S LIABILITY
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FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES
PAID BY LICENSEE FOR THE PRODUCT. NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED FOR HEREIN,
IN NO EVENT SHALL LICENSEE BE LIABLE FOR PUNITIVE OR EXEMPLARY DAMAGES.
8. LICENSEE WARRANTIES. Licensee represents, warrants and covenants to Grayshift that (a) only Authorized Users of
Licensee who have obtained any necessary consents and approvals pursuant to applicable laws shall be permitted to use any of the
Grayshift Products or Software in connection with any Devices;(b)Licensee and its Authorized Users shall only use the Products and
Software in compliance with all applicable laws; and(c)Licensee and its Authorized Users shall only use the Products and Software in
accordance with the consents and approvals obtained pursuant to applicable laws.
9, WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE, GRAYSHIFT PROVIDES THE PRODUCTS AND
SOFTWARE"AS IS"AND WITHOUT WARRANTY OF ANY KIND,AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, QUIET ENJOYMENT, INTEGRATION, TITLE,
NON- INTERFERENCE AND NON-INFRINGEMENT. FURTHER, GRAYSHIF'T DOES NOT WARRANT, GUARANTEE, OR
MAKE ANY REPRESENTATIONS THAT THE PRODUCT OR SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE
WILL BE UNINTERRUPTED OR THAT THE PRODUCT,SOFTWARE OR ANY WRITTEN MATERIALS WILL BE CORRECT,
ACCURATE, OR RELIABLE. THIS DISCLARVIER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT.
Licensee acknowledges that all case stakeholders are aware of and understand the associated risk that the Device may become damaged
and/or Device data may be unrecoverable when used with the Product or Software,in particular for Devices(a)with aftermarket repairs
or hardware and nonstandard software builds; (b) that boot loop or arc otherwise unable to boot normally; (c) that have preexisting
damage, defects, or faults that may or may not be detectable;or(d)with software, software builds, states,or usage profiles not identified
on the applicable support matrix. Licensee further understands that not all permutations of Device software,software builds,Device
states, and usage profiles have been tested by Grayshift. Before utilizing the Product and Software on Devices under any of the above
conditions, please consult support.grayshift.com.
10. CONFIDENTIALITY AND NON-DISCLOSURE OBLIGATIONS.Subject to applicablelaw,Licensee acknowledges that
the Product and Software are sensitive technologies whose Confidential Information requires the highest duty of care. Licensee,
Licensee's employees or agents who require access in order to perform hereunder, and all final users of the Product (collectively,
"Receiving Party") shall not disclose, use,sell, transmit, inform or make available to any entity, person or body any of the Confidential
Information,as defined below,nor shall it copy,photograph,or otherwise reproduceany Confidential Information,except as a necessary
part of performing its obligations hereunder,and shall take all such actions as are reasonably necessary and appropriate to preserveand
protect theConfidential Information and Grayshifi's rights therein, at all times exercising the highest duty of care.Further,the Receiving
Party shall not attempt to use any Confidential Information to discover, reverse compile, reverse assemble or reverse engineer the
Product,including by removal,disassembly or alteration of any of time Product's components,whether intemal or external.Receiving
Party agrees to restrict access to Grayshift's Confidential Information to those Authorized Users who require access in order to perform
hereunder,and,except as otherwise provided,the Receiving Party shall not make Confidential Information available to any otherperson
or entity without the prior written consent of Grayshift.Notwithstanding anything to the contrary provided for herein, the City's good
faith compliance with the provisions of the Illinois Freedom of Information Act(SILCS 140/1, et. seq.)shall not be construed as and
shall not constitute a breach of this Agreement.
10.1. For the purposes of this Agreement,"Confidential Information"means any proprietary,trade secret,financial,technical and non-
technical information related to Grayshift's business and current,future and proposed products and services and any derivatives therefrom
containing, including,referringto,or otherwise reflecting and/or generated from such Confidential Information, Confidential Information
includes, without limitation, (i) information concerning the methods of use, internal components, features, functions and solutions of
Grayshift's software or product offerings(including the Product and the Software),information found on the Grayshift support website,
and (ii) any copies,photographs,or other reproductions of the foregoing, whether or not marked as"confidential"or"proprietary."
10.2. Confidential Information shall not include any information that is(i)already known to the Receiving Party at the time of the
disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the Receiving
Party; (iii)subsequently disclosed to the Receiving Party on a non-confidential basis by a third party not having a confidential relationship
with Grayshift that rightfully acquired such information; (iv) communicated to a third party by the Receiving Party with Grayshifl's
express written consent; or is disseminated in good faith as being required by law, including but not limited to the Illinois Freedom of
Information Act(S ILCS 140/1,et. seq.).
10.3, A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena,summons, order or
other judicial or governmental process or as otherwise required by law shall not be considered a breach of this Agreement.The Receiving
flatly shall notify Grayshift in writing, if notification is permitted by law, and the receiving party shall use commercially reasonable
efforts
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to assist Grayshift, at Grayshift's expense, in opposing such disclosure or obtaining a protective order or other reliable assurance
preventing or limiting such disclosure and/or ensuring that confidential treatment will be accorded to any Confidential Information that
is disclosed. Such disclosure does not otherwise remove the Confidential Information so disclosed from the protection of this Agreement.
No further disclosure beyond the scope of such order is allowed. Licensee shall use its best efforts to notify Grayshift of any legal process
to disclose any Grayshift information as provided for herein.
10.4. The Receiving Party acknowledges and agrees that due to the unique nature of Grayshift's Confidential Information,there can
be no adequate remedy at law for any breach of its obligations under this Section 11, that any such breach will cause irreparable and
continuing damage to Grayshift and, therefore, that upon any such breach or any threat thereof,Grayshift shall be entitled to whatever
remedies it might have by law and equity, including injunctive relief,a decree for specific performance, and all other relief as may be
proper (excluding money damages,). The Receiving Party,further acknowledges and agrees that the covenants contained herein are
necessary for the protection of legitimate business interests and are reasonable in scope,
11. TERM AND TERMINATION.This Agreement shall terminate on January 28,2024. The license to any Product or Software
is only during the term of this Agreement, At Grayshift's sole discretion, Grayshift may also revoke the license and/or terminate this
Agreement immediately with a pro rata refund if Licensee violates any Material Provision of this Agreement. For the purposes of this
Section 11,"Material Provision"means each of Sections 2 (License Grant),4(License Restrictions),and 8 (Licensee Warranties).Any
termination of this Agreement shall terminate the licenses granted hereunder. All Confidential Information,Software and/or derivatives
therefrom delivered pursuant to this Agreement shall be and remain the property of Grayshift,and upon expiration or termination of this
Agreement for any reason, to the extent permitted by law, Licensee shall destroy (or return, at Grayshift's election)(i)all materials in
the possession of Licensee in any medium that contain,refer to,or relate to all other written, printed, or tangible materials containing
Confidential Information; and(ii)any derivatives therefrom, and shall so certify to Grayshift that such actions have occurred.No such
material shall be retained or used by the Receiving Party in any form or for any reason except as may be required by law.
12. GOVERNMENT USE. If Licensee is part of an agency, department, or other entity of the United States Government
("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Product or any related
documentation is restricted in accordance with the Federal Acquisition Regulation 12.212 for civilian agencies and the Defense Federal
Acquisition Regulation Supplement 227.7202 for military agencies.The Product and documentation is a"commercial item","commercial
computer software"and "commercial computer software documentation."The use of the Product and documentation is further restricted
in accordance with the terms of this Agreement,or any modifications thereto.
13, EXPORT CONTROLS. Licensee shall comply with the U,S, Foreign Corrupt Practices Act and all applicable export laws,
restrictions,and regulations of the United States or foreign agency or authority. Licensee will not export,or allow the export or re-export,
of the Product in violation of any such laws, restrictions or regulations.
14. MISCELLANEOUS. This Agreement is personal to Licensee and may not be assigned,sublicensed,or transferred for any
reason whatsoever(including, without limitation,by operation of law,merger,reorganization,or as a result of an acquisition or change
of control involving Licensee)without Grayshift's consent.
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ATTACHMENT A
13 RAYS HIFT
Grayshift LLC
931 Monroe Drive NE Suite A102-340 Quote Number: Q-17686-1
Atlanta,GA 30308 Created Date: 9/11/2022
USA Expiration Date:
Phone:+1 (833)472-9539 Contract Start Date:
CAGE Code: 7ROW9
DUNS Number: 081045174
NAICS: 511210
Ship To Bill To
James Lullo James Lullo
Elgin Police Department
151 Douglas Ave
This license will be digitally delivered. Elgin,Illinois 60120
United States
lullo_j@cityofelgin.org
SALESPERSON EMAIL DELIVERY METHOD PAYMENT TERMS
Danielle Moore dmoore@grayshift.com Digital INet 30
Quote Note#: 1. Payment must be received within 30 days of receipt of the invoice.The invoice will be sent shortly following
your order submission.
All prices below are in U.S.Dollar
PRODUCT NAME START END PART QTY PRICE EXTENDED
GrayKey License-Advanced 3/3/2024 GKL-ONF- 1.00 27,995.00 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: U5D 27."5--"1
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