2019-20 RESOLUTION 2019 -20
A RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH
EXELORATE ENTERPRISES LLC
AND THE VILLAGE OF BUFFALO GROVE FOR A SMART WATER PILOT
PROGRAM
WHEREAS, the Village of Buffalo is a home rule unit pursuant to the Illinois
Constitution of 1970; and
WHEREAS, the Village and Exelorate desire to pursue a pilot project to demonstrate
and evaluate the value of continuous operational visibility and predictive analytics for drinking
water distribution systems; and
WHEREAS, it is in the best interest of the Village to execute an agreement with
Exelorate Enterprises, LLC.
NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE
COUNTIES, ILLINOIS, as follows:
SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a part of
this Resolution as if fully set forth herein.
SECTION 2. The Village Manager is authorized to execute an agreement with Exelorate
Enterprises, LLC, subject to the review and approval of the Village Attorney.
SECTION 3. If any section, paragraph, clause or provision of this Resolution shall be held
invalid, the invalidity thereof shall not affect any other provision of this Resolution.
SECTION 4. This Resolution shall be in full force and effect from and after its passage and
approval.
AYES: 6 —Stein Ottenheimer., Weidenfeld Johnson Smith Pike
NAYS: 0 - None
ABSENT: 0 - None
PASSED: June 1T 2019
APPROVED: June 17, 2019
Beverly Sus n, Village President
ATTEST:
Janet KSiffabian., Village Clerk
WATER ANALYTIQ PILOT PRCDGRAliwRl SERVICES AGRE MENT
This Water Analytics Pilot Services Agreement("Agreement")is effective June M 019 and is by and
between Exelorate Enterprises, LLC,a Delaware limited liability company,("Exelorate")and the Village
of Buffalo Grove, Illinois("Village"), Exelorate and Village are referred to collectively as the "Parties"
and each,individually,as a"Party".
BACKGROUND:
Exelorate and the Village desire to pursue a project to demonstrate and evaluate the value of
continuous operational visibility and predictive a,nalytics for drinking water distribution systems and to
enhance Exelorate's prototype professional analytic service(the"Pilot"). The Pilot will include
software,equipment,and professional analytic services used on and related to the Village''s water
system. In consideration of the Village's participation In this pilot project as an initial customer for this
service, Exelorate has made special concessions that are not available to other potential customers.
The Parties agree to enter the Pilot as set forth In the''Water Analytics Proof of Concept that is attached
to and made a part of this Agreement as Exhibit"A"(the"Scope").
NOW',THEREFORE,the Parties hereby agree as follows,
1. Scooe of Work. Exhibit"A"to this Agreement sets forth the Scope of the Pilot and details the
agreed-upon plan for the Village to use an analytics service in and during the Pilot to determine if the
analytics service can dramatically enhance the Village's visibility into.the operation's and condition of its
drinking water system. The intent is for the analytics system to deliver economic,health and social)
benefits to the residents of the Village during the Pilot and further the Village's leadership reputation
among public works,departments in the greater Chicago region...
. Term. Subject to the termination provisions of Section g, below,the term of the Pilot shall be
for sixty(ba)months with the start date to be mutually determined by the Parties. At least sixty(60)
days prior to the end of the term,the Parties will meet to discuss whether to extend the terra of this
Agreement or transition the services into a full commercial offering by Exelorate.
. Non&ommerglal Service. The Village agrees that the Pilot Involves the trial of a currently non-
commercially available service and as such does not include any guarantee as to outcomes,.
performance,Interruption's to system operations or other warranty or performance expectations that
arise from the use of a proven,commercially available similar service. As such,the services provided by
Exelorate:(a')may not operate as untended, be in final form or fully functional;(b)may contain errors
design flaws or other problems; (c) may not be possible to correct or be made fully functional,and(d)
may provide information that may not be accurate. Although Exelorate makes no guarantee of any
improvement(s),the Village Is solely entitled to benefit from any improvement or performance of its
water distribution system from Its operation of the services described in the Scope.
4. "Warranty risplg mers. THE VILLAGE ACKNOWLEDGES THAT THE SERVICES ARE BEING PROVIDED
BY EXELORATE"AS IS." EXCEPT AS PROVIDED HEREIN EACH PARTY DISCLAIMS ALL"WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING THE IMPLIED"WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE,AND NON-INFRINGEMENT,ANI]ANY WARRANTIES ARISING OUT u7'F COURSE OI DEALING OR
USAGE OF TRANCE.
Page 1 of 14
5. Costs. The costs of the Pilot shall be borne by the Parties as follows:
a. The Village shall pay Exelorate and be responsible for all costs as set forth in the Scope.,
b. Exelorate shall be responsible for all costs as set forth in the Scope.
c. The services and related costs will be exclusive of all Taxes(as defined below)Imposed
upon the transactions or receipts in this agreement. In the event that the Village is entitled to,an
exemption from any Taxes, the Village shall provide Exelorate with the appropriate exemption
documentation, including, but not limited to its Illinois "E-number", Exelorate shall be responsible for
paying any taxes imposed in connection with its activities under this Agreement. "Taxes" means any tax
imposed by a government authority or agency, including excise duty,value-added, indirect, sales, use,
excise,gross receipts,stamp, property or similar taxes, and any withholding,penalty or interest thereon.
& Termination.
6.1 Without Cause, Prior to the start of the Pilot, either Party may terminate this Agreement at any
time and without cause, by providing the other Party with seven(7) business days prior written notice,of
termination. After the Pilot has started, either Party may terminate this Agreement at any time and
without cause, by providing the other Party,with thirty (30)days prior written notice of termination;
provided the following shall apply.
6.2 Should Exelorate be the terminating Party:
6.2.1 Exelorate will pay the Village a fee in the amouint of the lesser of(a)the license fees and
direct costs previously incurred: by the Village to deploy and use,the sensor system and anallytics
software up until the date of Termination or(b) the annual Termination Fee for the respective
year in which termination occurs, as set forth in sub-section 6.2.3.
6.2.2 If the Village decides to continue utilizing the software and hardware assets, then Exelon
will provide reasonable assistance to the Village at the time of termination to transition the
software and hardware assets required to the Village or its designated Party.
6.23 Termination Fee schedule:
Period in which Termination Occurs Termination, Fee
Year 1,2019-2020 $45,000
Year 2, 2020-2021 $89,500
Year 3, 2021-2022 $150,,000
Year 4, 2022-202 150,000
.............
Year 5,2023-2024 150,000
63 With Cause. Either Party may terminate this Agreement and the Pilot in the event that the
other Party materially breaches this Agreement by providing written,inotilce of the breach. The Party
receiving the notice will have ten(10)days in which to cure the breach or submit a plan that is
acceptable to the Party giving the notice in the event the breach will take longer than ten,days to cure.
6.4 Effect of Termination. Upon,any termination or expiration of this Agreement: (a)the rights and
licenses granted to under thus Agreement will automatically terminate; (b)the Village will promptly
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discontinue use of the services;(c)Confidential Information will be addressed pursuant to Section 8;,and
(d)each Party shall immediately cease using the data and information of the other and Exellorate shall
return all data to the Village,with the exception of anoniymized Village data which Exelorate shall have
perpetual right to use solely to enhance Exelorate's proprietary software platform,algorithms,models,
and systems. In the event this Agreement is terminated pursuant to Section 6.1,above,the Parties,shall
pay each other for the amount of any undisputed fees and costs for the services,actually performed as
of the date of termination plus any termination costs reasonably incurred as set forth in the Scope. The
foregoing does not preclude either Party from exercising all its rights in remedies In law and equity.
7. iguaIP=rtv.1 This Agreement does not transfer,nor shall it be construed as either Party
transferring to the other any intellectual property rights,ni design,copyright or know-how with
respect to the Village's water distribution system or the Exelorate Service or in any intellectual property
owned,developed,created or acquired by It prior to the commencement of or independent of the Pilot,
The Parties acknowledge and agree that their respective employees may receive and/or be exposed to
feedback,suggestions,and know-how that may further develop their general knowledge,skills and
experience(including general Ideas,concepts,know-how and techniques),which may be based in whole
or In part on the Pilot and their activities In the Pilot and be used by either Party In any manner each
Party,in Its sole discretion,desires. Each Party hereby grants the other Party full perpetual,world-wide,
royalty-free right and license to use, implement,,and sub-license any feedback or suggested
improvements to the services,the data(as defined in 7.1 andl 7.2 below),or other subject matter of the
Scope.
7.1 "Village data," means data or information made available to Exellorate for the provision of the
services by,Exelorate as set forth,In the Scope. The Village represents and warrants that it owns or has,
all necessary rights to use Village data as required by the Scope. Except as provided In this Agreement,
the Village retains all rights,title,and interests In and to Village data, The Village will provide Exelorate
with access to Village data as set forth In the Scope and the Village will have no liability or responsibility
to Exelorate to verify the accuracy or completeness of the Village data. The Parties agree that Exelorate
shall not have access to the Village's IT system,except as expressly authorized in writing by the Village.
7.2 ""Analyzed data,'means any translation,adaptation,a rra ngem' ent, modification,or any other
alteration,of Village data and information by Exelorate,for the purpose of providing the services to the
Village for the Pilot as set forth in the Scope.
7.3 Subject to the confidentiality terms of this Agreement,the Village hereby grants to Exelorate a
non-exclusive,royalty-free,irrevocable and transferable right and license to,access,collect,display,
store,operate,copy,maintain, modify,enhance,and otherwise use the Village data and/or Analyzed
data for purposes of the Pilot and to enhance Exelorate's proprietary software platform, algorithms,
models,and systems. No Village data and/or Analyzed data will be shared with,or made accessible to,
third parties other than in conjunction with licensed activities,
7.4 Exelorate represents and warrants that it owns alll its data and has all rights necessary to grant
the Village any licenses required by the Scope.
81 Confidenjigilly.This Agreement,the matters discussed herein and information provided by one
Party to the other In,connection with It(collectively, "Information"')are confidential and shall not be
disclosed by the receiving Party to any third-party without the written consent of the other,except to
the extent that disclosure is required by law or is to an agent or representative retained by the
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disclosing party for purposes of the Deilveirable.The disclosing party will be liable for the breach,of
Information made by an agent or representative to whom it discloses Information.When disclosure is
required,the Party making the disclosure shall provide notice of the intended disclosure to the other
Party and shall take all reasonable steps,to limit the extent of the disclosure to the minimum required to
comply with its legal obligations, Neither Party shall'have any obligation with respect to any Information
that is or becomes publicly available without fault of the Party receiving the Information, Nothing in this
Section will require the Receiving Party to return,destroy,or delete copies of any computer records
and/or flies containing the Confidential Information that have been created pursuant to automated
processes for archiving or back up policies, provided all;copies are kept confidential pursuant to this
Section,cannot be accessed in the regulair course of business,and are maintained with reasonable
information security standards.
9 Indemnification. Exeloirate shall defend, indemnify and hold the Village and each of its
respective employees, managers, and representatives harmless from and against any claims, damages,
losses, liabilities,costs,and expenses(including reasonable attorneys'fees)arising out of or relating to
any third-party claim involving ailleged infringement or misappropriation of third-party rights with,
respect to the Village's use of Analyzed data or Exelorate-directed use or combination of Village or
Analyzed data with other applications,content,or processes pursuant to the Scope. Nothing,contained
in this Agreement shall constitute a waiver by the Village of any right,privilege or defense available to
the Village under statutory or common law, including, but not limited to,the Illinois Local Governmental
and Governmental Employees,Tort Immunity Act, 745 ILLS 10/1-101 et seq.,as amended,
10, LIMITATION ON:LIABILITY. EXCEPT FOR SECTIONS 8 and 9, IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY INDIRECT,SPECIAL, INCIDENTAL, PUNITIVE,LOST PROFITS OR
CONSEQUENTIAL DAMAGES(INCLU,DING LOSS OF USE, DATA,OR BUSINESS)ARISING OUT OF OR IN
CONNECTION WITH THIS AG RE E M ENT OR USE OF OR INABILITY TO USE THE SERVICES OR FOR ANY
ERROR OR DEFECT IN THE SERVICES,WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON
CONTRACT,WARRANTY,TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,AND
WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE
PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED
REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE,
IN NO EVENT WILL EXELORATE'S TOTAL AND,AGGREGATE LIABILITY ARISING,OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES
EXCEED$1,0010,000,
11, Public Announcements. Neither Party shall issue or release any announcement,statement,press,
release or other publicity or marketing materials relating to this Agreement or, unless expressly permitted
under this Agreement otherwise use the other Party's trademarks,service marks,trade names, logos,
domain names or other indicia of source,association or sponsorship, in each case,without the prior
written consent of the other Party.
12. Governing Laiy-.This Agreement shall be governed by and construed in accordance with the
internal laws of the state of Illinois,without giving effect to any choice or confliict of law provision or rule
(whether of the state of Illinois or any other jurisdiction)that would cause the application:of laws of any
jurisdiction other than those of the state of Illinois,
13. Entire Agreement and Severaibilit . This Agreement constitutes the entire agreement between,
the Parties pertaining to the Pilot and supersedes any and all prior understandings (both written and'
oral)regarding it. No modification,amendment,or other change will be binding unless agreed in writing
Page 4 of 14
by the Parties. If any provision of this Agreement is held invalld or unenforceable by a court of
competent Jurisdiction,such provision will be construed so as to be enforceable to the maximum extent
permissible by law,and the remaining provisions of the Agreement will remain in full force and effect.
14. Notices. Unless otherwise agreed by the Parties, all notices required or permitted under this
Agreement will be in email and will be deemed received when they are sent. All communications will be
sent to the email address in the signature block.
15. 'Wgiiv§r. The waiver of any breach or default will not constitute a waiver of any other right
hereunder or of any subsequent breach or default.Except as expressly set forth in this Agreement,the
exercise by either Party of any of its remedies under this Agreement will be without prejudice to its
other remedies.
16. Assignment. Exelorate may not assign this Agreement,in whole or in part, by operation of law
or otherwise,without the prior written consent of the Villages.Any attempted assignment without such
consent will be null and of no effect.
17. Counterparts. This Agreement may be signed in more than one counterpart,each of which will
be taken to be an original document with the same,effect as if the signatures to this Agreement were on
the same document,but all such counterparts will constitute a single agreement. Electronic signatures
will be treated as originals,
18. Approvals. The Parties agree that the entering of this Agreement is subject to the approval of
their respective governing bodies and each shall endeavor to obtain such approval on or before June 30,
2019 unless extended by written mutual agreement of the Parties.
[signature page follows]
Page 5 of 14
IN WITNESS WHIEREOF,this Agreement has been executed by the duly authorized representative of
each Party.
VILLAGE OF BUFFALO GROVE
BY:--
NAM,E: Dane Bragg
TITLE:Mage Mianager
Etna il for notices: MrCyr1D1Wre- VbL-df-q
EXELORATE ENTERPRISES, LLC
BY:
N A M E r�2
'rITLE.' V:TeC ?67-,F!5�X
Email far notices:
Page 6 of 14
EXELORATE ENTERPRISES,LLC and VILLAGE of BUFFALO GROVE
WATER ANALYTICS PILOT PROGRAM SERvi�as AGREEMENT
9Xh@IT"A"
Pilot Scope of Work("Scope')
1) Summary
Exelorate and the Village agree to pursue the Pilot set forth in this Scope to demonstrate and evaluate
the value of continuous monitoring and analysis of the Village's drinking water distribution system to
Identify,predict,and manage costly operational Issues/events such leaks, bursts and equipment issues.
The Village is interested in dramatically enhancing its visibility Into the operations and condition of its
drinking water system to deliver economic and health benefits to its residents while continuing,to
further its leadership reputation among public works departments In the region. Exelorate proposes to
support the Village in this respect by providing analytics software, sensor equipment and associated
services, referred to herein as Exelorate's Network Operations Center(%OC")services. This Scope sets
forth the responsibilities of each Party during the Pilot.
2) Village Responsibilities
a) Sensors
I) Preliminary Design for Sensor Installation
(1) Commission Strand Associates to complete the design for installing sensors in order to
establish distinct supply zones In the Village's water distribution system.This task
consists of reviewing the Village's distribution system map and hydraulic model and
identifying the number and locations of sensors which would need to be Installed.
(2) Review and approve the design.
(3) Determine the number of sensors needed for the Pilot.
H) Sensor Procurement
(1) Pay Exelorate the incremental professional service fee for the use of each sensor and
associated hardware during,the term,as specified in the Pricing section.
(2) Review sensor hardware such as that described in Appendix A and approve of the
hardware to be provided by Exelorate or provide feedback so that Exelor,ate can
propose a suitable alternative. If the Village requires the provision of hardware and
equipment other than that specifiedi in Appendix A, Exeloraite will provide updated!
pricing for such hardware and equipment.
iii) Construction in Preparation for Sensor Installation,
(1) Perform all construction work necessary at each location specified for sensor installation
In the design,,including excavation,saddle valve Installation,water main tapping,vaullt
or structure installation,and site restoration as required.
(a) Note:This does not include installation of the sensors themselves or the associated
data logging and transmission equipment or power supply.
(2) Retain the water main coupon produced during tapping for each site,labeled in such a
manner that It is clear which site It came from. Exelorate requires this In order to assess
the internal diameter of the water main and ensure proper installation of each sensor.
Page 7 of 14
(3) Coordinate site construction activities with Exelorate so that Exelorate or its
subcontractors can access each vault or structure where sensors are to be installed
while it is free of water and debris, and while traffic management services,are still in
place and will remain in place for up to 3 hours while Exelorate or its subcontractors
install the sensor and associated equipment.
(4) All construction tasks for all sites to be complete 12 weeks from the effective date of
this agreement. Construction work is to occur on consecutive business days,weather
permitting, in order to facilitate efficient coordination of construction and sensor
installation tasks.
iv) Sensor Operations and Maintenance
(1) Any maintenance required for the continued operation of the sensors will be the
responsibility of the Village.
b) Software
i) IT Architecture and Design
(1) Catalogue all existing Village data sources that the Village desires to extract and import
into the Exelorate software platform. Include sufficient detail on source system,source
table/location,and data type to facilitate Integration design,
(2) Complete integration design to extract data from existing systems and deliver it into the
Exelorate software platform,
it) IT Deployment and Testing
(1) Complete integration deployment to extract data from existing systems and deliver it
into the software platform.
(2) Cooperate with Exelorate and its vendors to validate and test Integrations and data
quality,
c) Network Operations Center(NOC)Monitoring and Analysis
i) Meet with the Exelorate NOC Monitoring Analyst and/or other Exelorate team members at
a,mutually agreed frequency, not less than bi-weekly during the Pilot unless otherwise
agreed by the Parties.
d) Service Evaluation
i) Share IT design details to support pilot evaluation,and a cyber security evaluation to be
performed by Exelorate,
H) Provide Exelorate a tog of the details of completed actions or projects resulting from
intelligence gained through the Service, including type of action, date of action,cost of
action, magnitude of savings, and other pertinent information for the purpose of
understanding value/savings,
ifi) Allow Exelorate to view user activity logs to assess use of various components of the
software,
iv) Provide additional data and feedback to Exelorate to support the evaluation of the value
proposition and savings associated with this service.
v) Provide Exelorate with data required!to perform the analyses referenced in Section 3.e.
3) Exelorate Responsibilities
a) General
I) Provide overall project management services to coordinate,deliver in a timely fashion, and
clearly communicate with the Village all Exelorate Pilot activities.
b) Sensors
I) Preliminary Design for Sensor Installation:
Page 8 of 14
(1) Participate in meetings with Strand Associates and the Village to clarify the intention of
the zoning analysis and provide guidelines on zoning approach,
(2) Provide Input on available sensor system options to support the design process.
ii) Sensor Procurement
(1) Provide 10 sensors to measure flow, pressure,and sound with battery power supply and
cellular communication capabilities, such as those described in Appendix A,and
associated hardware Including Haiwle'Hawlinger"saddle valves, or similar.
(2) If conditions or Village preferences require the provision,of hardware and equipment
other than that specified in Appendix A, Exelorate will provide updated pricing for such
hardware and equipment.
111) Sensor Installation
(1) Install and commission the sensors so that flow readings will be gathered with the
appropriate frequency, recording intervals,, and units. Coordinate with the Village as
described In section 2.a.1111.
(2) Design and build the necessary integrations to have the newly Installed sensor data
transmitted to the Exelorate software platform.
c) Softwa re
1) IT Architecture and Design
(1) Assist the Village with Identifying data sources to be included In the catalogue of data
points to be transmitted into the software,
il) IT Deployment and Testing
(1) Liaise between the Village and Exellorate's vendor(s)to build integrations which send
data from Village software systems to the Exelorate software platform.
(2) Work with the Village and Exelorate"s vendors to validate and test integration's and data
quality.
III) Software Training
(1), Provide the Village with training materials and In-person training on use of the Exeiorate
software platform.
iv) Software as a Service
(1) Provide Software as a Service to the Village in accordance with the terms included in
Appendix B.
(2) Provide user accounts and login information to those Village staff elected by the Village
to have access to the software,
d) NOC Monitoring,and Analysis
Provide NOC monitoring service,consisting of:
(1) Continuous monitoring with real-time event analysis and alert notification,to the Village
24/7.
(2) Delivery of periodic reports by email,the frequency of which is to be agreed upon by the
Parties.
(3) Meetings with the Village,either In person or via teleconference,at a mutually agreed
frequency,not less than monthly during the Pilot,to review results and,reports.
e) Reporting
1) Provide the Village with analysis for baselininig purposes such as an American Water Works
Association M36 Water Audit and Water Research Foundation Leakage Component Analysis
for the Village's water distribution system.
4) Term:and,Termination
Page 9 of 14
a) The term of Pilot is 5 years but regardless of start date, shall end no later than 'December 31,
2024.
b) If either Party decides to terminate service before or at the end of the Pilot, no further charges
will be made for the Exelorate software and NO,C. Should the Village be the Terminating Party,
unless due to a,breach of the Agreement by Exelorate, the Village will be responsible to
continue paying the Exelorate Sensor Data Service costs set forth in the table below through the
end of the terra or pay a terminaition fee equal to the remaining balance of Exelorate Sensor
Data'Service costs.
c) At the conclusion of the Term,or upon payment of the termination fee described in 4.11b,the
Village will have the option to purchase the 10 sensors for$1,at which point Exelorate will
transfer ownership of the sensors installed through this project to the Village.
5) Assumptions
a) Detailed design engineering drawings for mechanical, electrical,civil,or other disciplines are not
required for this project.
b) The Pilot activities will begin on or before July 31,,2019.
) Pricing and payment
a) The table below provides pricing for each item to be purchased by the Village at the beginning
of each year of the 5-year term.
Year I Year 2 'Year 3 Year 4 r 5��
Yea
%Soar+e and Network / $22,5Qi1Ci $45,fIDIJ $45,Cifii� $45,i3NiC9
Operations Center Services
a Service . NIA $1g,25C1 __._.
Sensor n....m 18,25 $18,250 $1S,2 l
E ellorate Sems
b) Construction costs. The Village is responsible for Construction in preparation for sensor
installation as described in Section 2. ,iil. Exelorate agrees to pay hialf of the construction costs
up to$45,000 to the entity,performing these construction services in order to reduce the
amount payable by the Village for these construction services..
c) Engineering costs. Exelorate will pay$10,00t O to Strand Associates for the engineering work
performed,for the Village as described in Section 2.a.i.
d''l laid Package costs.Should the Village decide to commission an engineering firm to develop a
"bid package"consisting of engineering drawings and specifications for the construction work
described herein in order to solicit birds from construction contractors, Exelon will pay the
engineering firm specified by the Village up to$1. ,000 for this work. In such case,the Village
will pay Exelon 25%of whatever cost Exelon incurs in this,regard at the beginning of each year
of the Term of this agreement beginning in Year 2.
e) The Village shall not be responsible for any additional costs or fees including,but not limited to,,
cost increases due to software upgrades or any Exelorate cost increases attributable to third
parties.
Page 10 of 1.4
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APPENDIX B
WATER ANALYTICS PILOT PROGRAM SERVICES AGREEMENT
SOFTWARE LICENSE
This Appendix B sets out the terms and conditions("T&Cs")for the use of the TaKalDU Ltd software
("Software")in the Pilot. These T&Cs are between Exelorate Enterprises,LLC("we"or"our")and the
Village of Buffalo Grove Illinois("you"or"End User"). You agree to be bound by these terms of use.
Defined terms have the meaning set forth in the Agreement unless otherwise defined in these T&Cs.
1. In providing the Software,we obtain and rely on certain information from you,from third
parties, and third-party software and applications, We cannot guarantee the accuracy or
completeness of such date nor can we assume any responsibility for the analytical, historical
and statistical Information provided to you as a part of or by you using the Software.
2 Subject to these T&Cs,we grant you a non-exclusive,non-transferable,fee-bearing,revocable
license to use the Software only for your Internal use. The license is granted until terminated
pursuant to these T&Cs. This license is subject to your timely payment of all applicable fees set
forth in Agreement Exhibit A, We may, in our sole discretion,and at any time or from time to
time,change or discontinue providing any part of the Software,and our liability in such case is
as set forth in,the Agreement,
3, End User Conduct, By using the Software,you agree to abide by aill applicable local,state and
national: laws and regulations and not,nor allow or facilitate a third-pairty,to violate any rights,
data,or information of others or in the operational or security mechanisms of the Software or
to allow third-parties to exploit the Software in any manner whatsoever, You also willnot:
a, Use the Software to promote,conduct or contribute to fraudulent or illegal activities;
b. Infringe on the intellectual property rights relating to the Software or third-party content;
c. Disrupt,circumvent,customize,or interfere with any part of the Software or its protection
mechanisms;
d. Alter,modify, delete,forge,frame, hyper-link,or otherwise interfere with or in any manner
compromise the Software or any content,programming, advertising,Software or features
contained in or through the Software. This includes,without limitation,any data,text,
images,sounds,video,content, programming, logos,trademarks,service marks,HTML
code,compilation of content,format,design,user Interface and software made available
through or which appears as part of the Software("Content");
e, Attempt to or access or use any of our systems, programs or data that you are not
authorized to access or use,or attempt to or bypass any registration or User I'D
authentication processes,or other Software security mechanisms;
C Decompile,disassemble,reverse engineer or otherwise attempt to discover any source code
or underlying!deals or algorithms of the Software;
& Copy,distribute,transmit,publicly display, rent,license,sell,or create derivative works of
any portion or component of the Software;and
APPENDIX B
WATER AINALYTIC'S PILOT PROGRAM SERVICE'S AGREEMENT
SQETMLARE LI SE AND TERMS
h. Use the Software In any manner which is in contrary to its Intended purpose or in a manner
we do not specifically authorize.
4. Registration.
a. Access to the Software requires registration,and as part of the process you will be
requested to provide certain Information(which shall not,however,include any personally
Identifiable Information),including a unique User ID and a password("Registration Data"")
that we will provide to you.You are responsible for providing true,accurate,current and
complete Registration Data;promptly updating the Registration Data to keep it accurate,
current and complete;and preventing access to the Software by any unauthorized person
by means of use of your Registration Data.
b. You agree that we may,in our sole discretion and without notice or liability to you or any
third party,immediately suspend or disable your account and deny access to the Software
upon loss,theft or unauthorized use of your Registration Data,an Intellectual property
Infringement claim by any third party,or your violation of these Ts&Cs. Upon our
suspension of your account.(1)the license granted to you in these Ts&Cs shall expire,and
you shall return to us all confidential Information in any media,and erase all copies of the
Software;and(111)Sections 3 through 7 shall survive and remain in effect..
S. End User Improvements. You agree that any Improvements that you request or propose and
any feedback,suggestions or Ideas you provide to us specific to the Software("Submission"),
including without limitation In future modifications of the Software,will be our exclusive
property.
6, Intellectual Property;Trademarks. The Software,Including without limitation all
improvements,enhancements and derivatives and all intellectual property rights related to it is
and remains the sole and exclusive property of TaKaDu Ltd and/or Its vendors and/or licensors
("TaKaDu IPR""). These Ts&Cs do not convey to you any right,title or interest to you In the
TaKaDu IPR,other than the revocable and limited license to use the Software as set forth In
Section 2 above. For purposes of the Software, "Intellectual Property Rights"shall mean any
and all worldwide,whether registered or not,(a)patents,patent applications and patent
rights;(b)rights associated with works of authorship,including copyrights,copyrights
applications,copyrights restrictions, mask work rights,mask work applications and mask work.
registrations;(c)rights relating to the protection of trade secrets and confidential Information,
(d)trademarks,trade names, service marks,logos,trade dress,goodwill and domains
("Trademarks"');(e)rights analogous to those set forth herein and any other proprietary rights
relating to Intangible property;and(f)divisions,continuations,renewals,reissues and
extensions of the foregoing(as applicable)now existing or hereafter filed,Issued,or acquired.
7. Confidential Information. In connection with the Software,each of us("Disclosing Party") may
disclose certain Confidential information(as defined below)'to the other("Receiving Party")
The Receiving;Party will not disclose any Confidential Information to any third party without
the Disclosing.Party"s prior consent,will take reasonable measures to maintain all of the
Disclosing Party's Confidential Information in confidence,and will use the Confidential
Information only In connection with the'Software.The Confiden tial Information may be
transmitted to Disclosing Party"s representatives who need to know this information and who
are aware of the confidential mature of the Information,in which case Disclosing Party shall be
responsible for such representatives"compliance with these Ts&Cs. For the purpose of this
section:"Confidential Information"means the Disclosing Party"s technical and non-technical
proprietary information disclosed by the Disclosing Party to the Receiving Party,which by its
nature should be understood to be confidential.Confidential Information shall not include any
information that:(t)was In the public domain prior to the time of disclosure;( )enters the
public domain after disclosure by the Disclosing Party to the Receiving Party through no action
or Inaction of the Receiving Party,(3)is already In the possession of the Receiving Party free of
APPENDIX 8
WATER ANALYTICS PILOT PR06 RAM SERVICES AGREEMENT
SOFTWAR9 LICENSE-AND TERMS OF USE
any obligation of confidentiality at the time of disclosure by the Disclosing Party;(4)is obtained
by the Receiving Party from a third party; or(5) Is independently developed by the Receiving
Party without use of or reference to the Disclosing Party's Confidential Information, In addition,
the Receiving Party may disclose Confidential Information to the extent required by law to be
disclosed by the Receiving,Party,provided that the Receiving Party gives the Disclosing Party
immediate written notice of such requilremient prior to such disclosure, discloses only the
minimum information required to be disclosed by law and seeks to protect the conficiential
nature of such information,and: provides the Disclosing Party with reasonable assistance in
obtaining an order protecting the information from public disclosure,
3