2020-10 - AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN AGREEMENT WITH ZENCITY TECHNOLOGIES US INC FOR DATA ANALYSIS - 02/18/2020 RESOLUTION NO.2020 - 10
RESOLUTION AUTHORIZING THE VILLAGE MANAGER TO EXECUTE AN
AGREEMENT WITH ZENCITY TECHNOLOGIES US INC FOR DATA ANALYSIS
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois
Constitution of 1970; and,
WHEREAS, the Village of Buffalo Grove seeks to enter into an agreement
("Agreement") for the facilitation of the ZenCity Platform through ZenCity Technologies US
Inc,which is attached hereto as Appendix A., and
WHEREAS, the Village Board has determined that it is in the best interests of the
Village to authorize the Village Manager to take all necessary actions to ensure implementation
of the ZenCity Platform, and
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD
OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COUNTIES OF COOK
AND LAKE, STATE OF ILLINOIS, as follows:
SECTION 1. The foregoing recitals are hereby incorporated and made a part of this
Resolution.
SECTION 2. The Village Manager is hereby authorized and directed to execute the
Agreement and to take all actions necessary for its implementation, pending final review and
approval by the Village Attorney.
SECTION 3. This Resolution shall be in full force and effect from and after its passage
and approval.
AYES: 5 - Stein Ottenheimer,Weidenfeld Johnson Smith
NAYES: 1 —Pike
ABSENT: 0—None
1
PASSED: February 18, 2020
APPROVED: February 18, 2020
Bev'elfy Sussman, Village rrKident
ATTEST-
Janet"imbian' , Village Clerk
2
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ZENCITY
ZENCITY LICENSE AGREEMENT
Customer: Village of Buffalo Grove,IL
Contact Name: Evan Michel,Assistant to the Village Manager
Quote Number 100889 Prepared By Lee Greene
Email lee@zencity.io
Created Date January 16,2020
Expiration Date March 31,2020
ZenCity platform monthly subscription—cities of<50K residents 12 $2,000 $24,000
Census 2020 Discount 12 -$333 -$4,000
TOTAL,PRICE for the first 12 months of usage 12 $1,667 $20,000
Thank you for choosing the ZenCity platform!
This License Agreement("License Agreement")is entered into between ZenCity Technologies US Inc.,("ZenCity"),and you,
the entity identified above("Customer"),as of the Effective Date and will remain in effect for a period of 12
Months.This License Agreement includes and incorporates the ZenCity Terms and Conditions attached as Appendix B.By
signing this License Agreement,Customer acknowledges that it has reviewed,and agrees to be legally bound by,the ZenCity
Terms and Conditions.Each parry's acceptance of this License Agreement is conditional upon the others acceptance of the
terms in the License Agreement to the exclusion of all other terms.
Customer—Village of Buffalo Grove,IL ZenCity Technologies US Inc.
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Appendix A Description of
Services
ZenCity is a platform for understanding people in the city on a wide scale.With the use of advanced Al algorithms,we analyze data from social
media, city hotlines and other relevant sources,and provide local government stakeholders with detailed, real time insights about how their
citizens view and use the city. The analysis can be accessed through a web-based interface on desktop and mobile devices.
1. PLATFORM FEATURES
The ZenCity platform collects data about citizen interactions from a variety of sources and analyzes them in real time using a set of Machine-
leaming based algorithms.The analyzed data can be accessed via a variety of graphs on our admm dashboard, including the following:
1.1. Category bar chart -the main bar chart shows how many interactions relate to each area of responsibility of the city,and what is
the sentiment towards that topic.The name and amount of topics can be modified to fit the customer's needs based on our list ofautomatically
identified sub-categories.
1.2. Alerts and notifications - the platform can create alerts about popular posts or comments or about significant changes in whole
categories.The alerts can be accessed through the dashboard,but can also go out on a daily,weekly or real time basis via email-per the user's
request.
1.3. Word cloud -The word cloud shows the most popular terms used in interactions analysed by the platform. The larger the word is
the more popular it was.
IA. Overall sentiment view - the overall sentiment pie chart shows the ratio of positive,negative and neutral interactions out of the total
sum of interactions analysed.
1.5. Popular stories- the rotating digest of popular stories shows the stories which received the most interactions across all data sources.
1.6. Map interface - the map interface will show all interactions which have a location property,divided by category,by type or in a heatmap
format.
1.7. Category drill down -each category has a drill down view which shows the level of discussion over time in that category,alerts,
word cloud, map and popular stories views which include data just for this category and an operative view of city hotline calls for
the category-including open calls,calls over the last week and changes over time.
1.8. Conversation analysis-the third level of drill down will be the"conversation analysis"which allows drilling down to the level of stories
themselves. In this view,users can analyse conversations based on category,date range,sentiment or keywordsearch,or a combination
of the above, and see both the trend and the stories themselves that make up the data.Each story will include its source,category,sentiment,
location and a link to the original content.
2. DATA SOURCES
2.1. Facebook-we analyze all interactions(posts,comments, likes,tags etc.)from public pages and public groups,both official and unofficial.
This includes official accounts of the city and other agencies, resident groups, accounts of local businesses,community organizations,
causes and any other relevant page or open group.
2.2. Twitter-apart from the same analysis employed on facebook,on twitter we also collect all geotagged interactions in the area and all interactions
mentioning specific hashtags or keywords.
2.3. City Hotline reports-we take all city hotline reports from your database.
2.4. Additional sources - we may be able to incorporate other relevant data sources identified, such as local news sites,community
message boards, other social media platforms etc. General new data sources implemented (such as new social media platforms) will
be offered once they are available. Unique sources (such as local news sites) will be discussed and agreed upon by both sides.
3. USERS AND PERMISSIONS
3.1. The basic package includes up to 50 users within the organizations with varying permissions. Permissions will be set by the customer's
project lead.
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Appendix B
ZenCity Terms and Conditions
L SOFTWARE LICENSE&SUPPORT SERVICES
I.I. Subject to the terms and conditions of these ZenCity Terms and Conditions and of the applicable License Agreement(collectively,
the"Agreement"),ZenCity hereby grants to Customer a personal,non-exclusive,non-transferable limited licence to use the Licensed Program
identified in the applicable License Agreement entered into by ZenCity and Customer("License Agreement") and the documentation and
user manuals for the Licensed Program supplied by ZenCity to Customer throughout the Term(the"Documentation").
For the purposes of this Section 1.1, the term "use" shall be only in accordance with the confidentiality provisions of this Agreement
and shall include the rights to use the Licensed Program only for the use of the Customers organization,company or institution.
For the purposes of this Section 1.1 the term"use" shall not include:(i)the right to make,use,or sell products incorporating the Licensed
Program,or(ii)the right to suh4icense the Licensed Program.
No right is granted to the source code of the Licensed Program or to create derivative works thereof or to transfer ownership of the media
containing such software except as a part of,or with,or for use in the equipment with which it operates.
12. Routine customer support is available via email. Any claim will be answered within 24 hours of report and customer service will be
provided to any person authorized to use the system by Customer.
1.3. During the Term, Customer may have access to Updates at no additional cost. "Updates" shall mean certain new features as
determined by the company,or fixes of minor errors in the Licensed Program which are incorporated in a new release of the Licensed Program.
1.4. Certain upgrades can be delivered to Customer upon commercial terms and conditions to be agreed upon."Upgrades"shall mean
enhancements,new functionalities which are added into the Licensed Program.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1. Customer agrees not to, directly or indirectly:reverse engineer,decompile,disassemble,or otherwise attempt to discover the source code,
object code, or underlying structure, ideas, or algorithms of the Licensed Program, Documentation or data related to the Licensed
Program, except to the extent such a restriction is limited by applicable law; modify, translate, or create derivative works based on
the Licensed Program; or copy, reproduce,rent,lease,distribute,assign,sell,or otherwise dispose of the Licensed Program, in whole or
in part, or otherwise commercially exploit, transfer, or encumber rights to the Licensed Program;or remove any proprietary notices.
22. Customer will use the Licensed Program only in compliance with all applicable laws and regulations(including,but not limited to,any export
restrictions).
2.3. Customer shall be responsible for obtaining and maintaining any equipment and other services needed to connect to,access or otherwise
use the Licensed Program and Customer shall also be responsible for (a) ensuring that such equipment is compatible with the
Licensed Program, (b) maintaining the security of such equipment, user accounts, passwords and files,and(c)for all uses of Customer
user accounts with or without Customers knowledge or consent.
3. PROPRIETARY RIGHTS.ZenCity retains all right, title, and interest in the Licensed Program, Documentation and any future modifications
and enhancements thereof;and all intellectual property rights(including all past,present,and future rights associated with works of authorship,
including exclusive exploitation rights,copyrights,and moral rights,trademark and trade name rights and similar rights, trade secret rights, patent
rights, and any other proprietary rights in intellectual property of every kind and nature therein. Customer is granted only a limited right of
use to the Licensed Program and Documentation as set forth herein,which right of use is not coupled with an interest and is revocable in accordance
with the terms of this Agreement.
4. CONFIDENTIALITY.Each party (the "Receiving Party") agrees not to disclose(except as permitted herein) any Confidential Information
of the other party(the"Disclosing Party")or any third party without the Disclosing Parry's prior written consent. "Confidential Information"
means all confidential personal business, technical, and financial information of the disclosing party that is marked as"Confidential" or an
equivalent designation or that should reasonably be understood to be confidential given the nature of the information and/or the circumstances
surrounding the disclosure (including the terms of the applicable License Agreement).ZenCity's Confidential Information includes,
without limitation, the software underlying the Licensed Program and all Documentation. The Receiving Party agrees: (i) to use and
disclose the Confidential Information only in connection with this Agreement; and (ii) to protect such Confidential Information using the
measures that Receiving Party employs with respect to its own Confidential Information of a similar nature, but in no event with less
than reasonable care. Receiving Party shall, before receipt or usage of such Confidential Information inform its personnel of Receiving
Parry's confidentiality obligations under this Agreement.Notwithstanding the foregoing,Confidential Information does not include information
that: (i)has become publicly known through no breach by the Receiving Party; (ii) was rightfully received by the Receiving Party from
a third party without restriction on use or disclosure; or (iii) is independently developed by the Receiving Party without access to such
Confidential Information. Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by law
including but not limited to the Illinois Freedom of Information Act,or court order.
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5. DATA LICENSE.Customer grants ZenCity a non-exclusive,transferable, perpetual, worldwide, and royalty-free license to use any data or
information provided by Customer for use in,by or in connection with the Licensed Program, any information collected,and/or any analysis
I of any such information conducted by the Licensed Program. It being expressly understood and agreed that any data or information provided by
Customer shall only be used by ZenCity in connection with the Licensed Program.
6. PAYMENT OF FEES. The fees for the Licensed Program("Fees")are set forth in the applicable License Agreement.The Customer will be
billed for the full term specified in the applicable License Agreement on date of first onboarding.Customer shall pay all Fees within thirty(30)days
after the date of ZenCity's invoice.
7. TERM&TERMINATION
7.1. Subject to compliance with all terms and conditions, the term of this Agreement shall be from the Effective Date and shall continue
until the End Date specified on page one(1)of the Agreement(the"Term")unless terminated earlier in accordance with the terms and
conditions of this Section 7. After the first Term this agreement shall be,upon mutual written consent,renewed every year with the
same terms and conditions. If either parry materially breaches any term of this Agreement and fails to cure such breach within
thirty (30) days after notice by the non-breaching party (ten (10) days in the case of non-payment),the non-breaching
party may terminate this Agreement immediately upon notice. In cases where the agreement is not terminated in any method by
one party and the license agreement is renewed,the Total Price set forth in this agreement will not be increased or otherwise altered for
the first subsequent renewal cycles,or total period of 2 years,following the Effective Date.
7.2. Upon termination, Customer will pay in full for all undisputed amounts actually earned by ZenCity.
Upon any termination of this Agreement: (a) the license of the Licensed Program hereunder shall immediately terminate;and(b) each
party shall return to the other party or, at the other party's option, destroy all Confidential Information of the other party in its
possession.
7.3. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation,
accrued rights to payment,confidentiality obligations,warranty disclaimers,and limitations of liability.
8. WARRANTY AND DISCLAIMER
8.1. ZenCity represents and warrants that: (i) it has all right and authority necessary to enter into and perform this Agreement;and
(ii)the Licensed Program shall perform in accordance with generally prevailing industry standards.
8.2. Customer represents and warrants that(i)it has all right and authority necessary to enter into and perform this Agreement;(ii)it owns all right,
title, and interest in and to all data provided to ZenCity (if any) for use in connection with this Agreement, or possesses the
necessary authorization thereto; and(iii)ZenCity's use of such materials in connection herewith will not violate the rights of any third party.
8.3. ZENCITY DOES NOT WARRANT THAT USE OF THE LICENSED PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS T14AT MAY BE OBTAINED FROM USE OF THE LICENSED
PROGRAM. EXCEPT AS SET FORTH IN THIS SECTION 8, THE LICENSED PROGRAM IS PROVIDED"AS IS"AND ZENCITY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENCITY DOES
NOT WARRANT THAT ANY OR ALL FAILURES, DEFECTS OR ERRORS WILL BE CORRECTED, OR WARRANT THAT
THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAM WILL MEET CUSTOMER'S REQUIREMENTS.
9. LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES, SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER THEORY: (A)
FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL,
OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN NO EVENT SHALL EITHER
PARTY'S AGGREGATE, CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO THIS
AGREEMENT EXCEED THE FEES PAID BY CUSTOMER TO ZENCITY (OR, 1N THE CASE OF CUSTOMER, PAYABLE) FOR
THE LICENSED PROGRAM UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY.
10, Section 9 of this Agreement notwithstanding,to the fullest extent allowed by law,Zen City shall indemnify,defend and hold harmless the Customer,
its officers,agents,employees and volunteers from all claims,suits,or actions of every name,kind and description,brought forth on account of any
act or omission includine injuries to or death of any person or damage to property arising from or connected with the willful misconduct,negligent
acts,serious errors or omissions,ultra-hazardous activities,or activities giving rise to strict liability by Zen City or any person directly or indirectly
employed by Zen City in the performance of this Agreement.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 ILCS 10/1-101 et seq.,as amended.
11. MISCELLANEOUS.Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable
License Agreement. Neither party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any
part of this Agreement,other than payment obligations,due to any act of god,act of governmental authority,or due to war, riot,labor difficulty,
failure of performance by any third party service,utilities,or equipment provider,or any other cause beyond the reasonable control of the party
delayed or prevented from performing.ZenCity shall have the right to use and display Customer's logos and trade names on ZenCity's website
customer list, subject to Customer's trademark usage guidelines(as provided to ZenCity). If any provision of this Agreement is found to be
unenforceable or invalid,that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain
in full force and effect and enforceable.This Agreement is not assignable or transferable by either party without the other party's prior written
consent, provided however that either party may assign this Agreement to a successor to all or substantially all of its business or assets.
This Agreement(including the License Agreement) is the complete and exclusive statement of the mutual understanding of the parties and
supersedes and cancels all previous written and oral agreements,communications, and other understandings relating to the subject matter of
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this Agreement.All waivers and modifications must be in a writing signed by both parties.No agency,partnership,joint venture,or employment
is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect.In any action or
proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys'fees.All notices under this
Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is
electronically confirmed,if transmitted by facsimile or a-mail;the day after it is sent,if sent for next day delivery by recognized overnight delivery
service; and upon receipt, if sent by certified or registered mail,return receipt requested.This Agreement shall be governed by the
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laws of the State of Illinois without regard to its conflict of laws provisions and the competent courts in Lake and Cook Counties,shall
have exclusive jurisdiction to hear any disputes arising hereunder.
ZENCITY TECHNOLOGIES US Inc..LICENSE AGREEMENT