The URL can be used to link to this page

Home My WebLink About26-0527 Cellebrite, Inc Docusign Envelope ID:8B379F3A-20F0-82F2-836F-3FC909CE4E00 PURCHASE AGREEMENT THIS AGREEMENT is hereby made and entered into this 27th day of May , 2026, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Cellebrite, Inc., a Virginia corporation authorized to do business in the State of Illinois("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 Quote No. Q-453563-4 dated April 15, 2025, attached hereto as Attachment A and made a part hereof by this reference. Seller's Terms and Conditions are attached hereto as Attachment B,and Seller's End User Licensing Agreement is attached hereto as Attachment C. 2. TERMS AND CONDITIONS. This Agreement shall be subject to the terms and conditions contained herein and as provided in Attachment A, Attachment B, and Attachment C, all of which are attached hereto and incorporated herein by this reference. Attachment B consists of Seller's Terms and Conditions, and Attachment C consists of Seller's End User Licensing Agreement. In the event of any conflict between the terms and provisions of this Agreement and the provisions contained in Attachment A, Attachment B, or Attachment C, the terms and provisions of this Agreement shall supersede and control. In the event of a conflict between Attachment A, Attachment B, and Attachment C, the order of precedence shall be: (1) this Agreement; (2)Attachment A; (3)Attachment B; and(4)Attachment C. 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. 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 Cellebrite, Inc., c/o Corporate Creations Network,Inc.,425 W. Washington Street, Suite 4, Suffolk, VA 23434 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. 1 Uocuslgn Envelope ID.8B379F3A-20F0-82F2-836F-3FC909CE4E00 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, 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, 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 AND 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. TRANSFER OF TITLE/RISK. Transfer of title, and risk of loss shall pass to the City upon delivery of the goods. All transportation and delivery shall be at Seller's sole expense. 11. DELIVERY. Delivery shall be made within thirty (30) days of the execution of this agreement. 12. PAYMENT. City shall pay the total sum of Nineteen Thousand Nine Hundred Eighty-two Dollars and Fifty Cents($19,982.50)within thirty(30)days of delivery and installation 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. 13. TERMINATION. Notwithstanding any other provision hereof, the City may terminate this Agreement at any time upon thirty (30) days prior written notice to the Seller. 14. WARRANTY. All applicable warranties, including but not limited to any and all applicable manufacturer's warranties, warranties of merchantability, and warranties of fitness for 2 Docusign Envelope ID:88379F3A-20F0-82F2-836F-3FC909CE4E00 a particular purpose, are included as part of this Agreement, and shall apply to all goods, accessories, components, and services to the benefit of the City. 15. 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. 16. 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. 17. 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 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 person(s) 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. CELLEBRITE, INC. CI ELGIN Daniel O'Donnell Print Name Richard G. ozal, City Ma ager Signed by: Attest: St giB91DFC7C2/M Senior Director of Sales May-27-2026 Title Clerk Legal Dept\Agrecment\Ccllcbrite Purchase Agr-PD Evidence Software-5-20-26.docx 3 Docusign Envelope IL):813379F3A-20F0-82F2-836F-3FC909CE4E00 ATTACHMENT A Quote No. Q-453563-A, prepared by Cellebrite, Inc., dated April 15, 2025, consisting of two (2) pages, to be inserted. Docusign Envelope IL):813379F3A-20F0-82F2-836F-3FC909CE4E00 ATTACHMENT B Cellebrite's Terms and Conditions Docusign Envelope ID:8B379F3A-20F0-82F2-836F-3FC909CE4E00 ATTACHMENT C Cellebrite's End User Licensing Agreement ATTACHMENT A Cellebrite Inc. 1861 International Drive,3rd Floor McLean VA 22102 Quote Tel.+1 800 942 3415 Quote#:Q-453563-4 Fax.+1 201 848 9982 Date:Apr 15,2025 Tax ID#:22-3770059 DUNS:033095568 CAGE:4C9Q7 Company Website: http://www.cellebrite.com Billing Information Delivery Information Wire To: Elgin Police Department Elgin Police Department Bank Routing Number:021000021 City of Elgin 151 Douglas Avenue Account Number:761020590 150 Dexter Court Elgin,IL 60120 Account Name:Cellebrite Inc. Elgin,Illinois 60120 United States United States Check Remittance(Only for NA): Contact:Jason Barnard Cellebrite Inc., Phone:2242811688 PO BOX 23551 Contact:Jamie Marabillas New York,NY,10087-3551 Phone:847-289-2637 End Customer:Elgin Police Department Click here to process with Credit Card payment By clicking the link above and accepting this quote, You are expressing your agreement and compliance to and with the terms contained on this quote. Customer ID Good Through Payment Terms Currency Sales Rep SF-00033289 May 18,2026 Net 30 USD Megan McAteer Product Code Product Name Qty Start Date End Data Nal Price1Unit Net Price 1 B-CNR-05-001 Inseyets Online Pro 1 May 19.2026 May 18.2027 2 S-UFD-20-003 Inseyets Pro UFED Subscription 1 May 19,2026 May 18,2027 4,830.00 4,830.00 3 S-UFD-20-006 Inseyets Pro PA Subscription 1 May 19,2026 May 18,2027 4,410.00 4,410.00 4 B-CNR-08-001 Inseyets Pro PA Stand Alone 1 May 19,2026 May 18,2027 5 S-UFD-20-007 Inseyets Pro PA Standalone Subscription 1 May 19,2026 May 18,2027 4,410.00 4,410 00 6 S-AIS-20-001 Inseyets Online Limited Unlocks subscription 15 May 19,2026 May 18,2027 367.50 5,512 50 7 S-UFD-04-040 Smart Translator,single language translation 1 May 19,2026 May 18,2027 820.00 820.00 Number of Languages:1 SubTotal USD 19,982.50 Shipping&Handling USD 0.00 Sales Tax USD 0.00 Total USD 19,982.50 • Cellebrite Your Next Caret: 4 [C 2Cj Ask your Account Manager about • JOIN US USER SUMMIT Special ticket offers. Comments: Quote Number:Q-453563-4 Prepared by Cod Daido 17�nc 1 of c Terms and Conditions: - This Quote/Proforma Invoice/Tax Invoice,together with the terms and conditions and license agreement listed below that are incorporated by reference to this Quote/Proforma Invoice(together,the"Agreement"),constitute an offer by Cellebrite.By signing this the Quote/Proforma Invoice,issuing a purchase order(or other ordering document)In connection with this the Quote/Proforma Invoice, or downloading and/or using the products identified in this the Quote/Proforma Invoice/Tax Invoice,the customer agrees to be bound by the terms of this Agreement.Any additional or different terms or conditions contained in any customer document,purchase order or ether ordering document will not be binding upon Cellebrite unless expressly accepted in a document signed by a Cellebrite authorized signatory. -Quote is subject to regulatory approval. -Freight Terms:FCA(NJ) -General:The following terms shall apply to any product at http://legal.cellebrite.com/us/index.html -EULA:All Cellebrite Software is licensed subject to the end user license agreement available at https://Iegal.cellebrite.comlEnd-User- License-Agreement.html -Advanced Services(CAS):The following terms apply to Cellebrite Advanced Services at https://legal.cellebrite.com/CB-us-us/index.html -Premium and Inseyets Unlocks:The following terms shall apply only to Cellebrite Premium and Inseyets Unlocks at http:// legal.ceilebrite.com/intUPremiumUS.htm -Pathfinder:The following terms apply to Cellebrite Pathfinder at https://legal cellebrite.com/PF-Addendum.htm -Training Services:The following terms apply to Cellebrite Training Services at http:Illegal.cellebrite.com/intl!Training.htm -SaaS:The following terms apply to Cellebrite SaaS Services at https://legal.cellebrite.com/SaaS.htm -Endpoint SaaS:The following terms apply to Cellebrite Cellebrite Endpoint SaaS at https://Iegal.cellebrite.com/Endpoint-SAAS.html In the event of any dispute as to which terms apply,Cellebrite shall have the right to reasonably determine which terms apply to a given purchase order. Please indicate the invoice number when remitting payment 'SALES TAX DISCLAIMER:Cellebrite Inc.is required to collect Sales and Use Tax for purchases made from the following certain U.S. States.Orders are accepted with the understanding that such taxes and charges shall be added,as required by law.Where applicable, Cellebrite Inc.will charge sales tax unless you have a valid sales tax exemption certificate on file with Cellebrite Inc.Cellebrite Inc.will not refund tax amounts collected in the event a valid sales tax certificate is not provided.If you are exempt from sales tax,you must provide us with your sales tax exempt number and fax a copy of your sales tax exempt certificate to Cellebrite Inc Please include the following Information on your PO for Cellebrite UFED purchase: -Please include the ORGINAL QUOTE NUMBER(For example-Q-XXXXX)on your PO -CONTACT NAME&NUMBER of individual purchasing and bill to address -E-MAIL ADDRESS of END USER for monthly software update as this is critical for future functionality I,the undersigned, hereby confirm that I am authorized to sign this Quote'Proforma Invoice on behalf the customer identified above,and I hereby approve that my signature is legally binding upon the customer identified above. Customer Name:Elgin Police U ent Signature: Effective Date: �j l Name(Print): G 1.17 ,44-title: /./17,/,67V'��` Please sign and email to Cori Daido at cori.daido@cellebrite.com Quote Number:Q-4535634 Prepared by Cori Daido Poona of c