HomeMy WebLinkAboutSole-Source - Vertexone - WaterSmart Software SaaS Platform 8.31.25-8.30.28 $66,194.45 Memorandum
To: Honorable Mayor and Members of the City Council
CC: Members of Administration and Public Works Committee
From: Darrell King, Water Production Bureau Chief
CC: Edgar Cano, Public Work Agency Director
Subject: Approval of a Three-Year (FY2025-28) Sole-Source Agreement with
Vertexone for the WaterSmart Software as a Service (SaaS) Platform
Date: August 25, 2025
Recommended Action:
Staff recommends the City Council authorize the City Manager to execute a sole-source
agreement with Vertexone (1321 Upland Drive, Suite 8389, Houston, Tx., 77043) for the
period of August 31, 2025, to August 30, 2028, to provide the WaterSmart Software as a
Service (SaaS) in the total amount of $66,194.45. A sole-source purchase requires a two-
thirds vote of the City Council.
Funding Source:
Funding is provided by the Water Production Bureau, Water Other Operations Business Unit
(Account 510.40.4225.62340), which has an approved FY 2025 Budget of $235,000 and a
YTD balance of $47,709.56. A detailed breakdown of annual expenditures is included in the
attached memo.
CARP:
Municipal Operations, Emergency Preparedness & Management
Council Action:
For Action
Summary:
Since 2017, the Water Production Bureau has utilized the WaterSmart Software-as-a-Service
(SaaS) money. save and usewater their bettercustomers help to platform manage
Registration is free and available through the portal on the City’s website.
WaterSmart provides secure access to detailed information about an individual account's
water usage, hosted in the Amazon Web Services (AWS) Cloud, allowing the account owner
to receive alerts about unusual consumption.
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
View water usage and history
Receive water use notifications via email, text, or voice
Identify and address leaks
Add users and link accounts
Compare water use to similar homes
View and pay bills online
Page 2 of 2 Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
Master Services Agreement
Vicki Biner
Eric Thompson VertexOne Account Manager
Coty of Evonston
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
CITY OF EVANSTON__________________
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
Table of Contents
VertexOne Master Agreement General Terms ........................................................................ 4
1. Definitions. ...........................................................................................................................4
2. VertexOne Responsibilities. ..................................................................................................5
3. Client Obligations. ................................................................................................................5
4. Payment Terms. ...................................................................................................................6
5. Intellectual Property. ............................................................................................................6
6. Confidentiality. .....................................................................................................................7
7. Marketing and Publicity. .......................................................................................................7
8. Representations and Warranties. ..........................................................................................7
9. Indemnification. ...................................................................................................................8
10. Liability. ...............................................................................................................................9
11. Term and Termination. .........................................................................................................9
12. Miscellaneous. ................................................................................................................... 10
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
3
VertexOne Master Services Agreement
This VertexOne Master Services Agreement is comprised of the VertexOne General Terms set for the below
(“General Terms”), and all Attachments, Order Form(s), and Statement(s) of Work that are incorporated by
reference into the VertexOne Master Agreement (collectively, the “Agreement”), and is entered into by VertexOne
Software, LLC, a Delaware limited liability company located at 1321 Upland Dr., Suite 8389, Houston, TX 77043
(“VertexOne”) and City of Evanston, with its principal office address at 2100 Ridge Ave, Evanston, IL 60201
(“Client”).
The following documents to the extent they are attached and incorporated by reference herein (“Attachments”)
shall be read and construed as part of the Agreement. In the event of ambiguity or contradiction between different
parts, precedence shall be given in the order listed: (i) Order Form(s); (ii) General Terms; and (iii) Statement(s) of
Work, and (iv) any other Attachment(s).
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
4
VertexOne Master Agreement General Terms
1. Definitions.
“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with
that entity, and shall include any such entity that meets such test whether before or after the Effective Date.
Control means control of greater than 50% of the voting rights or equity interests of a party.
“Applicable Law” means any applicable law, statute, regulation, rule, notice, judgment, order, instruction or award
of any court or other Competent Authority and any applicable official request or requirement with which either
or both of the parties is or are legally required to comply, in each case as amended from time to time.
“Authorized Users” means employees, agents, consultants, contractors, or vendors authorized by Client to use
the Software, subject to the terms and conditions of this Agreement.
“Change”and “Changes” means a change/changes to a Statement of Work, Attachment or Order Form.
“Change Request Proposal” means a proposed solution and estimate sent to Client after a request for a Change
has been received.
“Client Data” means any data (including any Client Personal Data as defined in any applicable Order Form),
contained in documents, text, drawings, diagrams, images, messages (together with any database made up of any
of those), embodied in any medium, that are supplied to VertexOne by or on behalf of Client, or which VertexOne
is required to generate, process, store or transmit pursuant to this Agreement, or any data that is initiated or
authorized by the Client.
“Confidential Information” means any business, technical, or other information that one party or its Affiliates, or
the Recipient’s employees, Affiliates, agents, or professional advisors (the “Delegates”) of such party or its
Affiliates (“Disclosing Party”) discloses to the other party or its Affiliates, or the Delegates of such party or its
Affiliates (“Recipient”) under the Agreement, and that is marked as confidential or would normally be considered
confidential information under the circumstances. Confidential Information does not include information that is
independently developed by the recipient, is shared with the recipient by a third party without confidentiality
obligations or is or becomes public through no fault of the recipient.
“Indemnified Materials” means the products, information, and materials provided by either the Client or
VertexOne under this Agreement.
“Intellectual Property Right(s)” means all copyrights and other intellectual property rights, however arising and
in any media whether or not registered, including copyright, patents, trademarks, service marks, trade names,
registered and unregistered designs, trade secrets, any applica tions for the protection or registration of those
rights, and renewals and extensions of those rights, throughout the world
“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of
whether foreseeable or contemplated by the parties.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into
between VertexOne and Client or any of VertexOne’s Affiliates, including any addenda, attachments, schedules,
and supplements thereto.
“Personnel” mean all employees, agents, consultants, or subcontractors of VertexOne or Client, as applicable.
“Services” has the meaning described in the applicable Order Forms, Statement of Work, or Attachments.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
5
“Software” means any web-based or offline software application that is provided by VertexOne.
“Statement(s) of Work” means an Attachment that contains a description of applicable Software or Services to
be provided by VertexOne to Client, as well as any milestones, deliverables, and Client obligations.
“Territory” means the United States and Canada, or any other jurisdiction identified in the Order Form.
“Third-Party Materials” means any software programs or services that are made available by third parties that
are provided to Client under this Agreement.
“URL” means a uniform resource locator address to a site on the internet and includes any general terms arising
from a URL mentioned in this Agreement, an Attachment, Order Form, or Statement of Work.
2. VertexOne Responsibilities.
1. Provision of Services; Access and Use. After the parties complete and execute one or more Order
Forms, or Statement of Work, and subject to payment of all applicable fees, VertexOne will provide the
Services to Client in accordance with the Agreement and hereby grants Client, during the Term, a non-
exclusive, non-transferable right to access and use (and permit Authorized Users to access and use) the
Software and Services solely for Client’s internal business purposes within the Territory and in the
quantity specified in the applicable Order Form.
2. Compliance with Law. Each party will comply with all laws and regulations applicable to its provision,
receipt, or use of the Services, as applicable. Each Party will remain responsible for its own regulatory
compliance. This Agreement is not intended to and shall not be deemed to delegate any regulatory
requirement.
3. VertexOne shall promptly correct any defect or substitute Services, Software, or products to achieve
the functionality and benefits originally specified in the Order Form or Statement of Work. If VertexOne
makes such correction or substitution, VertexOne shall have no further liability with respect to said
defect(s).
3. Client Obligations.
1. Client will perform responsibilities and shall fulfill them with the necessary due care and skill within the
timescales specified in this Agreement and any applicable Attachments, or if no timescales are specified,
as instructed by VertexOne consistent with this Agreement. Client shall provide: (i) all timely and
reasonable assistance to VertexOne as reasonably requested or required by VertexOne in order for
VertexOne to be able to provide (and for Client to be able to receive) the Services, and (ii) all In ternet
and technology requirements required to access, connect to, and receive the VertexOne Services.
2. Restrictions on Use. Client shall not (directly or indirectly): (a) copy or reproduce the Software except
as permitted under this Agreement; (b) modify, reverse engineer or disassemble the Software or
decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the
Software or use the Software for any competitive purpose; (c) interfere with or disrupt the integrity or
performance of the Software; (d) attempt to gain unauthorized access to the Software or its related
systems or networks, or perform unauthorized penetrating testing on the Software.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
6
4. Payment Terms.
1. Payment. VertexOne will invoice Client for the applicable fees and Services, as set forth in the Order
Form and Statements of Work (“Fees”). Unless otherwise agreed upon in this Agreement, Client will pay
VertexOne all invoiced amounts by thirty (30) days after receipt of the invoice (the “Payment Due Date”).
Client shall notify VertexOne of any disputed invoices within ten (10) days of receipt of the Invoice, and
if such notice is not provided the invoice will be deemed accepted.
2. Taxes. Client is responsible for paying all taxes associated with its purchases hereunder. If VertexOne
has the legal obligation to pay or collect taxes, VertexOne will invoice Client and Client will pay that
amount unless Client provides VertexOne with a valid tax exemption certificate authorized by the
appropriate taxing authority.
3. Overdue Payments. If Client’s payment is overdue, then VertexOne shall be entitled but not obligated
to suspend services due to delinquent payments, and any late payments shall be subject to an additional
charge of the lesser of 1.5% per month or the maximum permitted by law.
4. Upon use of the Software beyond the Term or Subscription End Date, VertexOne shall apply a twenty-
five percent (25%) increase to the Fees and may in its sole discretion add new charges (including charges
to account for increases or decreases in transaction volume). If Client has agreed to a renewal (in an
Order Form or Statement of Work) before the Subscription End Date, or the first day of the hold-over
period, the relevant Order Form or Statement of Work associated with such renewal shall prevail. Client
understands that pricing is contingent on timely renewal and failure to timely renew requires VertexOne
to allocate resources in a manner that incurs additional cost. If a renewal is agreed after the extension
or hold-over period, no refund or credit against future fees will be given.
5. Intellectual Property.
1. Intellectual Property Rights. Except as expressly described in the Agreement, Order Form, or Statement
of Work, the Agreement does not grant either party any rights, implied or otherwise, to the other’s
content or Intellectual Property. As between the parties, Client retains all Intellectual Property Rights in
Client Data, and VertexOne retains all Intellectual Property Rights in the VertexOne data, Services and
Software.
2. Client Data. Client hereby grants VertexOne the limited, non -exclusive right to view and use the Client
Data solely for the purpose of providing the Services hereunder in the Territory. VertexOne will maintain
commercially reasonable administrative, physical, and technical safeguards for protection of the
security, confidentiality, and integrity of Client’s Data. Those safeguards will include, but will not be
limited to, measures for preventing access, use, modification, or disclosure of Client Data by VertexOne
personnel except (a) to provide the Services and prevent or address service or technical problems, (b)
as compelled by law in accordance with this Agreement, or (c) as Client expressly permits in writing.
3. Deliverables and Derivatives. Client acknowledges that as between Client and VertexOne, VertexOne
shall retain ownership of all Intellectual Property Rights in and to deliverables hereunder and the
derivative works (whether independently or jointly conceived), this shall include all Software and
Services delivered through the Change Management Process, regardless of whether or not incorporated
in any Software, and Client shall acquire no right or interest in the same. Notwithstanding this Section,
each Order Form or Statement of Work may specifically identify work for hire as defined under the U.S.
Copyright Act.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
7
4. Third-Party Materials. The Software and Services may include Third-Party Materials subject to their
respective licenses and terms and conditions as indicated in the Attachments, where applicable; and
VertexOne shall not be liable to Client for any liabilities arising therefrom.
5. Aggregated Data; Feedback. Client hereby gives its permission to VertexOne to (i) use any feedback or
suggestions received by VertexOne from Client or Authorized Users, and (ii) to use and disclose, on an
anonymous and/or aggregated basis, any data pertaining to Client end customer s, including without
limitation derivative data and data combined with the data of other utilities, for purposes of project
evaluation and any research, product development, marketing, or other legitimate business purposes.
This Section shall survive any termination or expiration of the Agreement.
6. Confidentiality.
1. Use and Disclosure of Confidential Information. The Recipient will only use the Disclosing Party’s
Confidential Information to exercise its rights and fulfill its obligations under the Agreement, and will
use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Info rmation.
Notwithstanding any other provision in the Agreement, the Recipient may disclose the Disclosing Party’s
Confidential Information (a) to its Personnel and Delegates who have a need to know and who are b ound
by confidentiality obligations at least as protective as those in this Section 6 (Confidentiality); (b) with
the Disclosing Party’s consent; or (c) as strictly necessary to comply with law, provided the Recipient
promptly notifies the Disclosing Party prior to such disclosure, unless (i) the Recipient is legally
prohibited from doing so. The Recipient will comply with the Disclosing Party’s reasonable requests to
oppose disclosure of its Confidential Information.
7. Marketing and Publicity.
Client agrees that VertexOne may identify Client as a customer and use Client’s logo and trademark on
VertexOne’s marketing materials.
8. Representations and Warranties.
Each party warrants, represents, and covenants that: it has the full capacity and authority to enter into
and to perform this Agreement, this Agreement is executed by a duly authorized representative of that
party; and there are no actions, suits, or proceedings or regulatory investigations pending or to that
party’s knowledge, threatened against or affecting that party before any statutory or regulatory
authority which is permitted by statute to issue rules and regulations in the United States (the
“Competent Authority”) that might affect the ability of that party to meet and carry out its obligations
under this Agreement. Except for any warranties specifically identified in this Agreement, both parties
agree that the warranties set out in this section are in lieu of and exclude all other terms. EXCEPT AS
EXPRESSLY PROVIDED IN THIS SECTION, THERE ARE NO OTHER EXPRESS WARRANTIES OR
REPRESENTATIONS, AND THERE ARE NO IMPLIED WARRANTIES OR REPRESENTATIONS, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
8
9. Indemnification.
1. VertexOne Indemnification Obligations. Subject to the Liability Cap in Section 10.1(b) (Limited
Liabilities), VertexOne will defend Client and its Affiliates participating under the Agreement (“Client
Indemnified Parties”), and indemnify them against approved settlements or any finally awarded cost or
damages (“Indemnified Liabilities”) in any formal legal proceeding, claim, demand, action, or
investigation initiated by an unaffiliated third party before a court or government tribunal (including any
appellate proceeding) (a “Third-Party Legal Proceeding”) to the extent arising from an allegation that
the Client Indemnified Parties’ use of VertexOne-provided Software or Services (hereinafter the
“VertexOne Indemnified Materials”) infringes the third party’s Intellectual Property Rights.
2. Client Indemnification Obligations. Subject to the Liability Cap in Section 10.1(b) (Limited Liabilities),
Client will defend VertexOne and its Affiliates and indemnify them against Indemnified Liabilities in any
Third-Party Legal Proceeding to the extent arising from (a) an allegation that the VertexOne Indemnified
Party’s use of any Client Data or any other Client-provided materials (hereinafter the “Client
Indemnified Materials”) infringes the third party’s Intellectual Property Rights; (b) any losses, damages,
costs or expenses and other liabilities (including reasonable legal fees) (the “Losses”) suffered by or
claims made against VertexOne as a result of Client’s misuse of the Services; and (c) any Losses arising
out of or relating to Client Data.
3. Indemnification Exclusions. Sections 9.1 (VertexOne Indemnification Obligations) and 9.2 (Client
Indemnification Obligations) will not apply to the extent the underlying allegation arises from (a) the
indemnified party’s breach of the Agreement or (b) the gross negligence or willful misconduct, in each
case of the other party or their agents. Moreover, Section 9.1 (VertexOne Indemnification Obligations)
will not apply in the event that a claim arises from or relates to: (a) any modification, alteration or
conversion of the VertexOne Indemnified Materials not created or approved in writing by VertexOne;
(b) any combination or use of the VertexOne Indemnified Materials with any computer, hardware,
software, data or service not required by the Documentation or this Agreement; (c) or VertexOne’s
compliance with specifications, requirements or requests of Client.
4. Indemnification Conditions. Sections 9.1 (VertexOne Indemnification Obligations) and 9.2 (Client
Indemnification Obligations) are conditioned on the following:
a. The indemnified party must promptly notify the indemnifying party in writing of any allegation(s)
and cooperate reasonably with the indemnifying party to resolve the allegation(s).
b. The indemnified party must tender sole control of the indemnified portion of the Third -Party Legal
Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may
appoint its own non-controlling counsel, at its own expense; and (ii) any settlement, will require
the indemnified party’s prior written consent.
5. Remedies.
a. If VertexOne reasonably believes the Services might infringe a third party’s Intellectual Property
Rights, then VertexOne will, at its sole option and expense, (i) procure the right for Client to
continue using the Services, (ii) modify the Services to mak e them non-infringing without
materially reducing their functionality, or (iii) replace the Services with a non -infringing,
functionally equivalent alternative.
b. If VertexOne does not believe the remedies in Section 9.5 (a) are commercially reasonable, then
VertexOne may disable access to or use of the Services or components of the Services or terminate
the impacted Services.
c. The provisions contained in Section 9.1 and this Subsection 9.5 are the Client’s sole and exclusive
remedy for any alleged infringement by VertexOne of a third party’s Intellectual Property Rights.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
9
10. Liability.
1. Limited Liabilities.
a. SUBJECT TO SECTION 10.2 (UNLIMITED LIABILITIES), NEITHER PARTY WILL HAVE ANY LIABILITY
ARISING OUT OF OR RELATING TO THE AGREEMENT FOR ANY
i. INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES;
OR
ii. LOST REVENUES, PROFITS, SAVINGS, DATA, CAPITAL, LOSSES BY REASON OF COST OF
CAPITAL, OR GOODWILL,
b. EVEN IF SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE PRINCIPLE ON WHICH THE
CLAIM IS BASED.
c. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is
limited to the Fees that Client paid under the applicable Services Order, Order Form, or Statement
of Work during the 12-month period before the event giving rise to Liability (the “Liability Cap”).
2. Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for: (a) its gross
negligence; (b) its fraud or fraudulent misrepresentation; (c) its breach caused or contributed to or by
any licenses granted by VertexOne; or (d) its payment obligations under the Agreement.
11. Term and Termination.
1. Agreement Term. The Agreement is effective from the date of the last party’s signature of the General
Terms (the “Effective Date”) until it expires or is terminated in accordance with its terms (the “Term”).
2. Termination for Breach.
a. Termination of an Order Form or Statement of Work. Either party may terminate an Order Form,
or Statement of Work if the other party is in material breach of the applicable Order Form, or
Statement of Work and fails to cure that breach within 30 days after receipt of written notice.
Payments following termination by Client for VertexOne’s uncured material breach of an Order
Form, or Statement of Work will be governed by Section 11.3.2 or the terms of the applicable
Order Form, or Statement of Work.
b. Termination of the Agreement. Either party may terminate this Agreement if the other party (i) is
in material breach of the Agreement and fails to cure that breach within 30 days after receipt of
written notice, or has submitted a plan for cure of breach accepted in writing by the non-breaching
party within such 30 day period (ii) ceases its business operations, or (iii) becomes subject to
insolvency proceedings and such proceedings are not dismissed within 90 days.
3. Effects of Termination.
1. In the event of expiration or termination of this Agreement for any reason, each party shall return
to the other party (as applicable) any assets, equipment, Software, data, documentation,
information, and other material of whatever kind and in whatever fo rm belonging to the other
party which it has no legal right to retain.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
10
2. In the event of expiration or termination of this Agreement for any reason, Client shall pay to
VertexOne all unpaid Fees and any other sums due under this Agreement in accordance with the
payment terms expressed in this Agreement. Such payment shall not prejudice all other rights
each party may have against the other.
3. Expiration or termination of this Agreement for any reason shall not affect the rights and liabilities
subsisting at the date of such termination or expiration, or any Order Forms or Statement of Work
intended to apply and/or to continue in force after expiration or termination.
12. Miscellaneous.Assignment Neither party may assign this Agreement or any of its rights and
obligations under this Agreement without the prior consent of the other party which consent shall not be
unreasonably delayed, withheld or conditioned; provided, however, that either party ma y assign or
delegate its rights and obligations under this Agreement, in whole or in part, without the other party’s
consent to (i) an Affiliate, or (ii) to an entity that acquires all or substantially all of the assets of such party
or which is the successor in a merger or acquisition involving such party.
2. Sub-Contractors and Other Personnel
a. VertexOne shall be entitled to subcontract any part of its rights or obligations under this
Agreement without Client’s prior consent to any Affiliate or third party provided that it remains
liable for the acts and omissions of such Affiliate or third party as if they were its own. Client
acknowledges that, and consents to, some of the Services being delivered by VertexOne through
other companies in VertexOne.
b. Client is and shall remain liable for the acts of omissions of Client Personnel in connection with this
Agreement as if they were Client’s own.
3. Force Majeure. Other than obligations to make payments when due, neither party will be liable for
failure or delay in performance of its obligations to the extent caused by circumstances beyond its
reasonable control, including acts of God, natural disasters, terrorism, riots, or war (a “Force Majeure
Event”). If there is a Force Majeure Event, then the excused party will promptly provide written notice
to the other party and will use commercially reasonable efforts to recommence performance.
4. Insurance. VertexOne shall maintain in force for the Term the following insurance policies with reputable
insurance companies to cover its relevant potential liabilities in connection with this Agreement:
a. Commercial General Liability Insurance issued on a standard ISO Commercial General Liability
policy form (CG 0001) or its equivalent in an amount of at least one million dollars ($1,000,000)
per occurrence and two million dollars ($2,000,000) in the aggregate; and
b. Professional Liability Insurance including errors, omissions, and cyber coverage in an amount of at
least five million dollars ($5,000,000) per claim; and
c. Automobile Liability Insurance including hired and non-owned vehicles in an amount of at least
one million dollars ($1,000,000) per accident; and
d. Worker’s compensation insurance in such form, and in such amounts, as may be required by law
from time to time.
5. No Agency. VertexOne is an independent contractor and shall not be considered an officer, agent, or
employee of Client.
6. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the
exercise of) any rights under the Agreement.
7. Severability. If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement
will remain in effect.
8. No Third-Party Beneficiaries. The Agreement does not confer any rights or benefits to any third party
unless it expressly states that it does.
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Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
11
9. Dispute Resolution Procedure. The parties will attempt in good faith to resolve within 30 days any
dispute or claim arising out of or in relation to this Agreement before filing a formal legal proceeding
before a court or government tribunal. Nothing in this Section (Dispute Resoluti on Procedure) shall
prevent either party from instigating immediate legal proceedings to avoid irreparable damage or to
preserve the status quo.
10. Notice; Governing Law. Notices shall be given to each party at their respective addresses as first stated
in the preamble of this Agreement. All Notices will be in writing and will be deemed to have been duly
given (a) three (3) days after being sent by registered or certified mail, return receipt requested and
postage prepaid; or, (b) one (1) day after deposit with a nationally recognized overnight delivery or
express courier service. Notices can also be sent via electronic mail to the following email addresses:
legaldl@vertexone.net for VertexOne and vbiner@cityofevanston.org for the Client. This Agreement
shall be governed by the laws of the State of Illinois without regard to choice or conflicts of law rules,
and to the exclusive jurisdiction of the applicable courts of Cook County with respect to any dispute,
claim, action, suit or proceeding (including non-contractual disputes or claims) arising out of or in
connection with this Agreement.
11. Entire Agreement. The Agreement states all terms agreed between the parties and supersedes any prior
or contemporaneous agreements between the parties relating to the subject matter of the Agreement.
In entering into the Agreement, neither party has relied on, and neither party will have any right or
remedy based on, any statement, representation, or warranty (whether made negligently or
innocently), except those expressly described in the Agreement. The Agreement includes URL links to
other terms, which are incorporated by reference into the Agreement. Any amendment to this
Agreement shall be in writing.
12. Counterparts. The parties may execute the Agreement in counterparts, including facsimile, PDF, and
other electronic copies, which taken together will constitute one instrument.
13. Affiliates: Notwithstanding any provision of this Master Agreement to the contrary, either Party may
enter into an Order Form or Statement of Work using an Affiliate of the named Party to this Agreement,
and terms of this MSA shall incorporate automatically by referen ce.
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
PROPRIETARY AND CONFIDENTIAL
This document and the information contained herein is Confidential and Proprietary, contains VertexOne trade secrets, and is not for use by or
disclosure to anyone except VertexOne, its affiliates and authorized representatives, and Client, except under written agreement between the
parties, or as otherwise required by law.
12
IN WITNESS WHEREOF, this Agreement is hereby executed to be effective as of the Effective Date.
VERTEXONE:
CLIENT:
By: ________________________________________ By: _________________________________________
Name: ________________________________________ Name: _________________________________________
Title: ________________________________________ Title: _________________________________________
Date: ______________________________________ Date: _________________________________________
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
CFO
9/2/2025
Keith Foester Luke Stowe
City Manager
Approved as to form:
Alexandra B. Ruggie
Corporation Counsel
09 / 05 / 2025
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
1321 Upland Dr. Suite 8389
Houston, TX 77043
United States
ORDER FORM Prepared By:
Email:
Phone:
Legal Entity:
Eric Thompson
eric.thompson@vertexone.net
(314) 401-0808
Vertex Data Utility Services, LLC
___________________________________________________________________________________________________________________
Client Name:Evanston IL, City of Offer Valid Through:8/31/2025
Contact Name:
Email:
Phone:
Vicki Biner
vbiner@cityofevanston.org
(847) 448-8218
Effective Date:
Contract Term (months):
Contract End Date:
8/31/2025
36
8/30/2028
Payment Frequency:
Payment Terms:
Annually in Advance
Net 30
Year 1
VertexOne Product VertexOne
SKU
Unit of Measure Contractual
Minimum
Unit Fee Amount Monthly
SaaS Fee
VXsmart for Water Saas EV2001 Managed Meters 15,000.00 $0.39250 $5,887.50 $490.62
VertexOne Digital Base EV1000 Active Accounts 1.00 $8,831.25000 $8,831.25 $735.94
Premium Integration - Payments Base EF2003 Each 1.00 $6,600.00000 $6,600.00 $550.00
Premium Integration - Payments
Variable
EV2003 Managed Meters 15,000.00 $0.00648 $97.20 $8.10
Year 2
VertexOne Product VertexOne
SKU
Unit of Measure Contractual
Minimum
Unit Fee Amount Monthly
SaaS Fee
VXsmart for Water Saas EV2001 Managed Meters 15,000.00 $0.40428 $6,064.20 $505.35
VertexOne Digital Base EV1000 Active Accounts 1.00 $9,096.18750 $9,096.19 $758.02
Premium Integration - Payments Base EF2003 Each 1.00 $6,798.00000 $6,798.00 $566.50
Premium Integration - Payments
Variable
EV2003 Managed Meters 15,000.00 $0.00667 $100.05 $8.34
Year 3
VertexOne Product VertexOne
SKU
Unit of Measure Contractual
Minimum
Unit Fee Amount Monthly
SaaS Fee
VXsmart for Water Saas EV2001 Managed Meters 15,000.00 $0.41640 $6,246.00 $520.50
VertexOne Digital Base EV1000 Active Accounts 1.00 $9,369.07313 $9,369.07 $780.76
Premium Integration - Payments Base EF2003 Each 1.00 $7,001.94000 $7,001.94 $583.50
Page 1 of 3
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
1321 Upland Dr. Suite 8389
Houston, TX 77043
United States
VertexOne Product VertexOne
SKU
Unit of Measure Contractual
Minimum
Unit Fee Amount Monthly
SaaS Fee
Premium Integration - Payments
Variable
EV2003 Managed Meters 15,000.00 $0.00687 $103.05 $8.59
ORDER TOTAL $66,194.45
Transactional Fees
Price Component Price Note
System Generated Notifications $0.00 Unlimited notifications are included at no-cost
to Client
On Demand Notifications
Composition and Initiation Fee
$0.005 Per On Demand communication (Email,
SMS, Print and/or Call) generated by
VertexOne
Electronic Document Archival
Notifications and Document
Images (up to 24 months)
$ 0.005 One-time charge, per item archived within
VertexOne. This applies to all documents that
incur composition fees (detailed above) or
documents uploaded by Client staff and/or
Client end-customers.
VertexOne SMS Gateway
Transactional Fee
Cost + 10%Per SMS sent
VertexOne Print & Consumable
Transactional Fee
Cost + 10%All services bill to VertexOne by VertexOne
print vendors exclusively for printed Welcome
Letters, Home Water Reports and/or Leak
Alerts
Rate Card
Rate Card Price Note
VertexOne Blended Rate $ 225.00 Per hour for professional services
Terms and Conditions
Introduction
This order replaces and supersedes any other previous Order Forms, and/or understandings between Vertex
Data Utility Services, LLC and Evanston IL, City of ("Client") Agreement dated, 8/31/2025, pertaining to the
subject matter herein and for the products listed above. Notwithstanding the foregoing, Client shall remain
responsible for any and all amounts already due and/or payable for the products listed above up to the Billing
Start Date of this Order. In the event of a conflict between the Agreement and this Order Form, the Order Form
shall control. VertexOne pricing is presented in USD.
Timely Renewal Policy
Page 2 of 3
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
1321 Upland Dr. Suite 8389
Houston, TX 77043
United States
If Client uses the Software beyond the Subscription End Date, VertexOne may apply a twenty-five percent
(25%) increase to the Fees and may, in its sole discretion, add new charges (including charges to account
for increases or decreases in transaction volume). If Client has agreed to a renewal (in an Order Form or
Statement of Work) before the Subscription End Date or the first day of the hold-over period, the relevant
Order Form or Statement of Work associated with such renewal shall prevail. Client understands that pricing is
contingent on timely renewal and failure to timely renew requires VertexOne to allocate resources in a manner
that incurs additional cost. If a renewal is agreed after the hold-over period, no refund or credit against future
fees will be given.
Change Management Policy
Where either Party sees the need for a change, Client may request or VertexOne may recommend such
Change in accordance with the Change Management Process outlined in Exhibit A. Either Party may also seek
additional information or suggest reasonable modifications to a proposed change. Additional work falling under
the Change Management Policy will be billed at the VertexOne Blended Rate, excluding travel expenses. The
VertexOne Blended Rate is subject to Annual Escalation increases per the Agreement terms.
Transactional Fees
Transactional Fees include, Composition Fee, Document Archival, SMS Pass Through and Print Pass
Through. The Annual Pricing detailed in this Quote are based on average usage, actual pricing will be
based on Client usage on a monthly basis. Transactional Fees are calculated by the volume of Services
consumed.Unless explicitly stated otherwise, Transactional Fees are not cancelable, and Fees paid are not
refundable.
Signatures
Ver texOne Client
Name:______________________________________________
Title:______________________________________________
Date:______________________________________________
Signature:______________________________________________
Name:______________________________________________
Title:______________________________________________
Date:______________________________________________
Signature:______________________________________________
Page 3 of 3
Docusign Envelope ID: 7225D703-D23D-4998-80F8-3A1131F6BC09
Keith Foester
9/2/2025
CFO
Luke Stowe
City Manager
09 / 05 / 2025
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
SOLE/ SINGLE SOURCE JUSTIFICATION
(Requester completes Section A and B)
SECTION A – SOLE/SINGLE SOURCE PURCHASE:
Complete if sole/single source purchase is $2,500 or over, AND competition is not available.
Sole/Single Source approvals are valid one year from approval date, unless specified elsewhere.
PO No. (if applicable): Amount: | Date:
Proposed Vendor Name and No:
_______________________________________
Requested by: (Name and Signature)
_________________________________________
Prepared by: (Name and Signature)
I certify that justification/ information is accurate and
complete to the best of my knowledge and that I have no
personal interests relative to this request .
Dept. Name/ Ext:
Check One: The requested supply/service is a sole/single source procurement due to:
AVAILABILITY/ONE OF A KIND No competitive product exists or is available from another vendor.
COMPATIBILITY Must match existing piece or brand of equipment and is available from only one vendor.
REPLACEMENT/MAINTENANCE Repair or maintenance for specific brand of existing equipment and
is available from only original equipment manufacturer or designated servic e dealer.
OTHER
(Name and Signature of Department Director) (Date)
SECTION C - TO BE: COMPLETED BY PURCHASING MANAGER:
Based on the information provided in Section A and attached supporting documents,
I concur / do not concur (see below) with purchase to be a Sole Source.
Do not concur for the following reason(s):
(Name and Signature of Purchasing Manager or
Authorized Designee)
(Date)
$66,194.45
Vertexone
Darrell A. King Darrell A. King SECTION B - REQUESTER CERTIFICATION: By submitting this request, I certify that the above
justification/information is accurate and complete to the best of my knowledge and that I have no
personal interests relative to this request.
_ _ _ _ _ __ __ ________________________________________ (Name and Signature of Requester) _____________________
(Date)
_______________________________________ ______________________________
Supplies/Services Required (be specific): Provide a full explanation/detail of above selection: complete descriptions, and relevant reasons to
support the justification: Vertexone is the only company that provides this software.
Darrell A. King
Vertexone Water Smart SaaS
Luke Stowe
X
9/2/2025
9/2/2025
09 / 05 / 2025
Doc ID: 6fba2ff3ce3ff16e596f4976f8a3318685d38c64
Sole-Source Agreement with Vertexone for the WaterSmart...
VertexOne_Memo__2_.pdf and 2 others
6fba2ff3ce3ff16e596f4976f8a3318685d38c64
MM / DD / YYYY
Signed
09 / 04 / 2025
09:19:46 UTC-5
Sent for signature to Alexandra Ruggie
(aruggie@cityofevanston.org) and Luke Stowe
(lstowe@cityofevanston.org) from lthomas@cityofevanston.org
IP: 50.171.242.186
09 / 04 / 2025
09:31:23 UTC-5
Viewed by Alexandra Ruggie (aruggie@cityofevanston.org)
IP: 50.171.242.186
09 / 04 / 2025
09:31:31 UTC-5
Signed by Alexandra Ruggie (aruggie@cityofevanston.org)
IP: 50.171.242.186
09 / 05 / 2025
11:04:42 UTC-5
Viewed by Luke Stowe (lstowe@cityofevanston.org)
IP: 76.136.85.191
09 / 05 / 2025
11:05:30 UTC-5
Signed by Luke Stowe (lstowe@cityofevanston.org)
IP: 76.136.85.191
The document has been completed.09 / 05 / 2025
11:05:30 UTC-5