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Home My WebLink About25-27 Resolution No. 25-27 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT WITH MAGNET FORENSICS, LLC FOR 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 Magnet Forensics, LLC, for 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: February 12, 2025 Adopted: February 12, 2025 Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Docusign Envelope ID DFAFA607-93AD-491B-A089-EA89485E3E80 PURCHASE AGREEMENT 'I'IIIS AGREEMENT is hereby made and entered into this 12th day of February 2025 , by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City")and Magnet Forensics,LLC,a Georgia Corporation(hereinafter • referred to as"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 Seller shall sell the goods and/or services to the City as described in the two (2) page proposal,dated October 1, 2024, attached hereto and made a part hereof as Attachment A. 2. TERMS. This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachment A, which is attached hereto and made a part hereof. This Agreement shall also be subject to the terms as provided by Seller's End User License Agreement, which is attached hereto as Attachment B and made a part hereof. In the event of any conflict between any of the terms and provisions this Agreement and Attachment A or Attachment B, the terms and provisions of this Agreement shall supersede and control. 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. Seller 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 Seller agrees that service by first class U.S. mail to Magnet Forensics, LLC, 931 Monroe Drive NE, Suite A102-340,Atlanta, Georgia 30308 shall constitute effective service.The Parties hereto waive any rights to a jury. 4. NO MODIFICATION. There shall be no modification of this Agreement,except in a writing instrument executed by both Parties with the same formalities as the original Agreement. 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. Seller 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, el seq.), as amended, or the Illinois Interest Act(815 1LCS 205/I,et seq.), as amended. The provisions of this paragraph shall survive any expiration,completion and/or termination of this Agreement. Docusign Envelope ID DFAFA607-93AD-491&A089-EA89485E3E80 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 W1'l'H LAW. Notwithstanding any other provision of' this Agreement, it is expressly agreed and understood that in connection with the performance of this Agreement, Seller 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, nondiscrimination and legal status of employees. 9. COUNTERPARTS ANI) 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. This Agreement may be executed electronically, and any signed copy of this Agreement transmitted by facsimile machine, email, or other electronic means 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 facsimile machine,email,or other electronic means shall be considered for these purposes an original signature and shall have the same legal effect as an original signature. 10. PAYMENT. City shall pay the total sum of Thirty Five Thousand Four Hundred Dollars($35,400)within thirty(30)days of delivery or City's receipt of invoice,whichever is later. The aforementioned total sum is inclusive of all freight and shipping costs. The City of Elgin is a tax-exempt governmental entity. 11. 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. 12. RELATIONSHIP BETWEEN THE PARTIES. This Agreement shall not be construed so as to create a joint venture, partnership, employment or other agency relationship between the Parties hereto. 13. 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. 14. TIME IS OF THE ESSENCE. Time is of the essence of this Agreement. 15. NONDISCRIMINATION.The Seller will not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, ancestry, order of protection status, familial status, marital status, physical or mental disability, military status,sexual orientation,or unfavorable discharge from military service which would not interfere with the efficient performance of the job in question. The Seller will take affirmative action to comply with the provisions of Elgin Municipal Code Section 5.02.040 and will require any Docusign Envelope ID DFAFA607-93AD-4918-A089-EA89485E3E80 subcontractor to submit to the City a written commitment to comply with those provisions. The Seller will distribute copies of this commitment to all persons who participate in recruitment, screening, referral and selection of job applicants, prospective job applicants,and subcontractors. The persons 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. MAGNET FORENSICS, LLC CI"' ELGIN Adam Belsherk''V(' Print Name ‘chard G.Kozal, City Manager Signed by. QI41M 614W' Attest: • Hattlt aBA4477 CEO Title °S City Clerk Reviewed 11 Legal Jocelyn Noe I.egal Dcpt\Agueetnent\Magnet Forensics Purchase Agr•GrayKey Mobile Access Software-I I-8-24.docx 3 Q-344688-USD 34,760.00 MAGNET Quotation FORENSICS' Address: Magnet Forensics,LLC 931 Monroe Drive NE Suite A102-340 Atlanta,Georgia 30308 United States Phone.519-342-0195 E-Mall:salescmagnetforensics.com Quote#: Q-344688-1 Issue Date: 30 Jan,2025 Expires On: 30 Jan,2025 Bill To Ship To End User Carla Carter Carla Carter Carla Carter Elgin Police Department Elgin Police Department Elgin Police Department 151 Douglas Ave. 151 Douglas Ave. 151 Douglas Ave. Elgin,Illinois 60120 Elgin,Illinois 60120 Elgin Illinois 60120 United States United States United States 8476270017 8476270017 8476270017 carter c@cityofelgin.org carter_c@cityofelgin.org carter_c@cityofelgin.org PREPARED BY PHONE EMAIL PAYMENT TERM Jarrett Klrkup (226)243-6323 Jarrett.kirkup@magnetforenslcs.com Net 30 ITEM# PRODUCT NAME SMS DATES UNIT QTY EXTENDED PRICE SELLING PRICE GKL-ONF- GrayKey License-Advanced 30 Jan,2025 to USD 1 USD 34,760.00 AD Unlimited Consent and BFU Extractions.125 AFU,Instant 29 jan,2026 34,760.00 Unlock or Brute Force Advanced actions Action Credits Induded:125 Excursion Credits Included:2 Renewal for Serial Numbers:9a926beed4691525 Sub-Total USD 34,760.00 Taxes USD 0.00 Grand Total USD 34,760.00 Prices subject to change upon quote expiry.Accurate sales tax will be calculated at the time of invoicing when applicable.If your company Is tax exempt,please provide appropriate support with your signed quote.Hardware may be subject to additional fees related to delivery,import and export. Terms&Conditions Unless you have an existing written agreement with Magnet Forensics for the products and/or services listed in this quotation, by:(a)signing below,(b)submitting an Order to Magnet Forensics referencing this quotation, or(c)making payment for the products and/or related services listed in this quotation,you agree to the terms and conditions at http://magnetforensics.com/legal/applicable to such products and/or services listed in this quotation to the exclusion of any differing or additional terms which may be found on your purchase order or similar document. By signing,you certify that you have the authority to bind your organization. Page 1 of 2 Q-344688-USD 34,760.00 Magnet Forensics may adjust the software term start and/or end date,without increasing the total software license price, based on the date Magnet Forei sics a ti ates the software and provided that the total software license term length does not change. Signature: a ✓ Date: / / 3O, ZoZs Name(Print): iJ A r./N JESSLEZ Title: I G QU'c'{ C_t. i f Please sign and email to Jarrett Kirkup at Jarrett.kirkup@magnetforensics.com Page 2 of 2