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Amendment No. 3 to License Agreement with NVIDIA Corporation and Non-Disclosure AgreementCity of Dubuque City Council Meeting Consent Items # 21. Copyrighted February 7, 2022 ITEM TITLE: Proposed Amendment to License Agreement between City of Dubuque and NVI DIA Corporation and Non -Disclosure Agreement SUMMARY: City Manager recommending approval of an amendment to the existing License Agreement between the City of Dubuque and the NVI DIA Corporation to allow the sharing of certain traffic information for a joint research project and approval of a Non -Disclosure Agreement between the parties. SUGGESTED Suggested Disposition: Receive and File; Approve DISPOSITION: ATTACHMENTS: Description Type Proposed Amendment to License Agreement between the City of Dubuque and NVIDIA Corporation-MVM City Manager Memo Memo Staff Memo Staff Memo Amendment 3 to License Agreement Supporting Documentation THE C DUj!BQTE Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque WAWca 914 ii 2007-2012.2013 2017*2019 SUBJECT: Proposed Amendment to License Agreement between City of Dubuque and NVIDIA Corporation and Non -Disclosure Agreement DATE: February 3, 2022 Civil Engineer II Dave Ness and Sustainable Innovation Consultant David Lyons recommend City Council approval of an amendment to the existing License Agreement between the City of Dubuque and the NVIDIA Corporation to allow the sharing of certain traffic information for a joint research project and approval of a Non -Disclosure Agreement between the parties. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:sv Attachment CC' Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant THE CITY OF DUB E Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant Dubuque MI-Amedea Citf 2007,2012.2013 2017*2019 SUBJECT: Proposed Amendment to License Agreement between City of Dubuque and NVIDIA Corporation and Non -Disclosure Agreement DATE: February 3, 2022 INTRODUCTION The purpose of this memo is to request approval of an amendment to the existing License Agreement between the City of Dubuque and the NVIDIA Corporation to allow the sharing of certain traffic information for a joint research project with the NVIDIA Corporation. BACKGROUND NVIDIA corporation is a leading developer of high-performance computing systems and artificial intelligence (AI) platforms. Their work has extended into the potential use of Al in traffic and safety developments, and they have begun research into the potential uses and impacts in those arenas. The City of Dubuque's development of a comprehensive and unique system of traffic and public safety camera systems created a potential research platform for NVIDIA and other industry leaders. On September 25, 2018, the Parties entered into a License Agreement to share information and determine the ability to enhance the value of systems such as the City's through high power computing and Al. That research collaboration has gone well. In 2019 the Parties extended that License Agreement. DISCUSSION NVIDIA has approached the City with a request to extend the Licensing Agreement another six months and clarify language in the original License Agreement as it relates to return of data. There are data handling requirements in all agreements the City enters into, primarily to assure that no individually identifiable information is ever released. When those agreements end, there is a "return or destroy" requirement that continues that assurance. However, in this case NVIDIA will have already removed any individually identifiable information prior to incorporating Dubuque and other data into the technical platform NVIDIA uses with other researchers or partners. For clarity, NVIDIA asks that we not require the "return or destroy" for this data since it will be integrated into that platform that will continue to operate after the research agreement is complete. City staff has reviewed the request and determined that since there is no threat of release of individually identifiable data that in this case the "return or destroy" requirement can be removed. City staff has also determined that the increased capability of new artificial intelligence systems for traffic public safety created by the data would be in the public interest. BUDGETIMPACT There is no direct budgetary impact to the approval of this proposed amendment. In discussion concerning the amendment City staff informed NVIDIA that the research collaboration has been consuming more computing power from the City system than anticipated. In response NVIDIA has agreed to provide ten (10) GPU (Graphic Processing Unit) cards to the City for use in the project, with an approximate value of $20,000. RECOMMENDATION AND ACTION REQUESTED This Amendment to the License Agreement supports Dubuque's public safety and smart city initiatives and would provide Dubuque with early information on how we might potentially use our visual data and Al platforms to further accelerate such initiatives. There is no negative budgetary impact to the request. We would request your approval of the Amendment to the License Agreement. cc: Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Chris Kohlmann, IS Manager DocuSign Envelope ID: B52F6E59-D1C6-4A6B-9018-F4D9DD8AB2DB AMENDMENT NO.3 TO LICENSE AGREEMENT This AMENDMENT NO.3 TO LICENSE AGREEMENT effective as of the last signature date below ("Amendment No. 3"), is made and entered into by and between the City of Dubuque, Iowa ("City") and NVIDIA Corporation ("NVIDIA"). All capitalized terms shall have the meaning given to them in the LICENSE AGREEMENT dated June 20, 2018, between the parties. WHEREAS, the parties have amended the LICENSE AGREEMENT dated June 20, 2018 by Amendment No. 1 dated January 6, 2020, and Amendment No. 2 dated October 5, 2020 (LICENSE AGREEMENT dated June 20, 2018 and the foregoing amendments are collectively referred to herein as the "License Agreement"); and WHEREAS, the parties now desire to further amend the License Agreement to permit NVIDIA to incorporate the Data into NVIDIA's product or service releases after the Term and without being subject to a requirement to destroy or return such Data after the Term. NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree: 1. SECTION 1 of the License Agreement is hereby amended and restated in its entirety to read as follows: "SECTION.1. TERM. The Term of this License Agreement shall commence on the 20th day of June 2018 and shall continue until terminated, but in no event for less than a period of four (4) years from the commencement date. After such four-year period, either party may terminate this License Agreement upon ten (10) days written notice delivered to the other party. Notwithstanding the foregoing, upon termination of this License, any derived models trained by NVIDIA using the Data shall not be affected by the termination of this License. Upon termination, NVIDIA and its licensees are not required to destroy or return Data, and after the Term, NVIDIA may continue at its choice to use the Data and incorporate it into NVIDIA product and service releases. For clarity, termination of this License Agreement does not affect the continued use of the Data by licensees. With respect to the NVIDIA Prerelease Materials, the "NVIDIA License Term" shall commence on the Amendment 1 Effective Date and shall continue until December 31, 2022, unless earlier terminated. The NVIDIA License Term maybe terminated as follows: DocuSign Envelope ID: B52F6E59-DlC6-4A6B-9018-F4D9DD8AB2DB i. Either party may terminate the NVIDIA License Term for convenience at any time upon fifteen (15) days prior written notice to the other party. ii. Additionally, and without prejudice to its other rights and remedies at law or under this Agreement, either party may terminate the NVIDIA License Term immediately upon written notice for a material breach by the other party. It is understood and agreed that notwithstanding any other provisions of this License Agreement, a breach of this License Agreement by a party may cause the other party and/or its Affiliates irreparable damage for which recovery of money damages would be inadequate, and that each party shall therefore be entitled to seek an injunction to protect its rights in addition to any and all remedies available at law. iii. Upon the termination or expiration of this License Agreement, City shall (i) immediately cease using NVIDIA Prerelease Materials for any purpose whatsoever; (ii) immediately destroy or return to NVIDIA all materials belonging to NVIDIA, including without limitation all copies of NVIDIA Prerelease Materials then in City's possession or control; and (iii) certify to NVIDIA in writing that it has done so. 2. NVIDIA will provide City 1 OT4 GPUs or their equivalent within a reasonable time. The foregoing GPUs are provided as -is and with no warranty. 3. This Amendment No. 3 together with the License Agreement constitutes the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealing or industry custom. If there is a conflict between the terms in this Amendment No. 3 and the License Agreement, the terms in this Amendment No. 3 shall control. Except as expressly set forth herein, all other terms of the License Agreement shall remain in full force and effect. Any amendment or waiver under this Amendment No. 3 must be in writing and signed by representatives of both parties. This Amendment No. 3 may be executed in two or more counterparts, each of which shall be deemed and original, but all of which together shall constitute one and the same instrument. 4. This Amendment No. 3 shall take effect upon execution by both parties. IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed by their duly -authorized representatives as of the Effective Date. CITY OF DUBUQUE, IOWA By Name: Brad M. Cavanagh Title: NVIDIA CORPORATION By: �DOCUSigned by: t,t ,, -rA a I UEME1307DWC... Name: Deepu Talla VP & GM - Edge Computing Title: