IBM Joint Development Agreement 9 21 09TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligan, City Manager
SUBJECT: IBM/City of Dubuque Joint Development Agreement
®ATE: September 18, 2009
City Attorney Barry Lindahl and IBM/City of Dubuque Smarter City Partnership Project
Director David Lyons, have completed negotiations on the IBM/City of Dubuque Joint
Development Agreement as authorized at the September 17, 2009 City Council Meeting
and are recommending approval.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Micf~Sael C. Van Milligan
MCVM:Iw
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
David Lyons, Smart Sustainable Dubuque Project Manager
Cori Burbach, Stimulus Coordinator
Bob Green, Water Department Manager
David Heiar, Economic Development Director
FROM: Michael C. Van Milligen, City Manager
SUBJECT: IBM/City of Dubuque Smarter City Partnership
®ATE: September 16, 2009
In 1982, there was a national recession and the State of Iowa had an unemployment
rate of 8.5%. However, armed with a comprehensive plan dated 1936, and an over
dependence on a few employers for jobs, the City of Dubuque had an unemployment
rate in 1982 of 14.2%, or 67% higher than the rest of the State. For the entire decade of
the 1980's, the City's unemployment rate was 35% higher than the State unemployment
rate. Today the City has taken the position to plan, invest and take calculated risks, and
the national unemployment rate is 9.4%, while the City of Dubuque unemployment rate
is 6.3%, 33% lower than the national rate.
In 2007, Dubuque was recognized by the National League of Cities as an All-America
City, and in 2008 by the U.S. Conference of Mayors as The Most Livable City in the
United States for a city under 100,000 population.
The America's River Project and the Port of Dubuque redevelopment have received
many awards, including the 2005 Phoenix Award for Excellence in Brownfield
Redevelopment for U.S. E.P.A. Region 7 and the 2004 Achievement in Economic
Development Award from the International Downtown Association.
Now, a new opportunity is presenting itself. Mayor Roy Buol and the Dubuque City
Council have made sustainability a top priority. A community task force has received
significant community input over atwo-year period, creating the community's definition
of sustainability as a livable, viable and equitable community with environmental/
ecological integrity, economic prosperity and cultural/social vibrancy.
It is my pleasure to present an unparalleled opportunity for cooperation and innovation
between IBM and the City of Dubuque. Dubuque is a community that clearly
understands IBM's vision for a Smarter Planet, and is uniquely positioned for IBM's
needs through a decade of work on sustainability. This is an opportunity to create a
replicable business model for IBM and for future sustainable, smarter cities across the
country. This is the right opportunity to contribute to the creation of a Smarter Planet.
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IBM and Dubuque are bound by a common commitment to aggressive innovation-the
kind of innovation that has transformed the oldest city in Iowa to become one of the
newest and strongest regional economies in the country. This partnership is intended to
demonstrate that sustainability can be sustainable.
January 15, 2009, marked the announcement that IBM planned to establish a Global
Service Center in Dubuque. Following rigorous competition from many other cities
across the country, the decision to locate 1,300 jobs in the historic downtown Roshek
Building was lauded by local leaders as the nation sunk into what has been described
as the most serious recession since the Great Depression. IBM leaders sited three
reasons for the selection 1) strong public-private partnerships 2) strong foundation of
education in the region and 3) Sustainable Dubuque -the Mayor and Council led-citizen
supported initiative.
As work began to restore the Roshek Building, another opportunity arose. IBM Vice-
President Robert Morris of the Watson Research Center arrived in Dubuque. His visit in
early February identified the possibility of partnering with Dubuque in several areas,
including Smart Cities research, instrumentation, intelligence and interconnection.
Over the past six months City staff have met through teleconference, videoconference
and in person with IBM staff. There have been meetings and visits with elected officials
and federal department staff and time spent working with IBM on this project.
Of the areas of focus identified by Mr. Morris and his team, City staff and IBMers agreed
to focus on the Smarter City Initiative. The City and IBM will partner to create a
groundbreaking model for cities with populations of 200,000 or less, where over 40% of
the United State's population lives.
This project seeks to provide information to citizens so that they can make smarter
choices related to energy consumption. The program outlines a pilot project of citizens
and businesses who through advanced technology will be able to actively participate in
managing consumption of energy.
Dubuque's compelling community story and accomplishments in sustainability form a
model for other communities across the nation to learn from in order to effect change.
This model can be replicated in any community, particularly communities under
200,000, where 40% of the United States population resides. It is a model that results
in community engagement and education, more energy-efficient ways of operating
municipal services and buildings, decreased carbon emissions, job creation, financial
savings, and a higher quality of life for the entire community.
Cities are in search of a bold and transformational agenda, a road map that will ignite
community engagement and create real results in relationship to sustainability.
Dubuque has proven its ability to excite and engage citizens through past projects,
including Sustainable Dubuque. Dubuque proposes to build upon its successes in
partnering with businesses, non-profits, and residents to reduce energy use, lower
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costs, create jobs and increase quality of life indicators such as air and water quality.
The project will do so by engaging initially 250 pilot households, eventually expanding to
1,000 and beyond, in a community-wide data collection campaign. Those pilot
participants will track their water consumption, energy consumption, and, in future
phases, vehicle miles traveled. Based on the data collected, citizens can make
educated decisions about their energy use.
Dubuque's sustainability initiative is based on a multi-step process that is undertaken in
every major public and private initiative in the City. That process creates a model for
communities across the country:
1) Engage citizens
2) Develop and define vision and goals
3) Identify strategies and methods to implement goals
4) Collect and disseminate information
5) Targeted community education based on collected data
6) Interface technology in response to data and analysis and optimize outcomes.
New technologies are capable of digitizing and connecting City systems, so they can
sense, analyze and integrate data, and respond intelligently to the needs of citizens.
IBM, the City of Dubuque, and other partners will revitalize the City's systems to
become smarter and more efficient in order to meet the City's vision for sustainability.
Locally, the effort will be led by Smart City Project Manager David Lyons. David served
as Chief Business Development Officer for the Iowa Farm Bureau Federation before
becoming involved with this project. At the Iowa Farm Bureau, David worked to
increase business opportunities and choices for Iowa's producers, with particular focus
on growing value added agriculture and improving rural infrastructure. Prior to joining
the Iowa Farm Bureau in 2000, David was Director of the Iowa Department of Economic
Development, Insurance Commissioner for the State of Iowa and Legal Counsel with
the Iowa Legislature. During his service with the State, David spearheaded numerous
special State projects including the Iowa Trust Receivership, the Iowa Health Care
Reform Council and the Food Capitol of the World Initiative. He received his
undergraduate degree from Loras College in Dubuque and his law degree from the
University of Iowa.
Consistent with the City's emphasis on partnerships, many organizations are making
important contributions to this project, including Alliant Energy, Black Hills Energy, the
Historic Millwork District property owners, Dubuque Initiatives, the Federal and State
governments, ECIA, the Community Foundation of Greater Dubuque, the Dubuque
Area Chamber of Commerce, the Greater Dubuque Development Corporation,
Dubuque Main Street, AY McDonald Manufacturing, the Dubuque Racing Association
and others are helping to make this work.
As you know, the Dubuque Area Chamber of Commerce and the Community
Foundation of Greater Dubuque are partnering on a community dialogue on
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sustainability titled Dubuque2 that is funded by the Mystique Casino. This project
complements that effort.
Later today, the City of Dubuque will be hosting U.S. Department of Transportation
Secretary Ray LaHood, U.S. Housing and Urban Development Secretary Shaun
Donovan and U.S. Environmental Protection Agency Secretary Lisa P. Jackson. This
IBM/City of Dubuque Smarter City Partnership matches well with the intent of their visit
as they discuss the sustainability partnership they have created amongst those
agencies as they lead the country forward.
I am recommending the City provide $850,000 towards this project from the Water
Fund. Even with this expense, and some additional expenses related to the project,
capacity exists within the Water Fund. The Fiscal Year 2010 adopted budget included
an increase to City water rates of 5%. The City-wide installation of new water meters
and a low flow metering device manufactured by AY McDonald, as well as financing the
meter change-out project with debt over a 20-year term, rather than a 15-year term,
produces the possibility to reduce the water rate increase in Fiscal Year 2010 by 2%.
Through better monitoring of Water Department energy usage, it is hoped that further
reductions in the cost of the City processing and delivering water will be possible.
As the City installs new water meters, I am further recommending that the City budget
$10,000 this fiscal year, and additional amounts in future years, to assist property
owners with matching funds for the repair of water leaks.
I am also recommending approval of the contract with David Lyons to manage this
project. City funds have been identified for this purpose, but Federal and State grants
might support this position and future phases of this Smarter City Project. Should the
City not receive Federal or State grant funds, which it is anticipated the City will receive
some grant funds, the City has sufficient capacity within the Water Department budget
and other sources where savings have been realized, to provide the City funds needed
to support Phase I of the pilot program expenses. The pilot project will not be able to be
as robust as hoped without outside grant dollars, it may take longer to complete, and it
will create a higher hurdle for community-wide implementation.
The City has applied for the following grants:
Grants Submitted To Amount
Showcase Communities US Environmental Protection Agency $ 500,000
Community Renewable Energy US Department of Energy $ 6,000,000
Deployment
Industrial Energy Efficiency US Department of Energy $19,854,150
TIGER US Department of Transportation $49,799,979
These four grants bring the total number of grants submitted by the City of Dubuque to
State or Federal stimulus/funding programs to seventeen, with fourteen grant
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applications still in progress. The City of Dubuque has received $10.6 million in funds to
date, and the City now has $85.7 million pending in grant requests submitted.
Sustainability has a hidden benefit. Sustainability is an opportunity for Dubuque to
continue to diversify the economy and to perform better than the rest of the State and
the nation on job creation. Just look at sustainability as another new market, as the
automobile industry was in the early 1900's, the airline industry in the 1940's, computer
hardware in the 1970's, and computer software in the 1980's. The businesses and
industries in Dubuque have a chance to be on the cutting edge of developing products
and services that will be in demand across the world as there is a move to more
efficiently use energy resources and water.
The City's sustainability effort, and specifically the IBM/City of Dubuque Smart City
Partnership, could be more than we ever dreamed it could be. Not only will the IBM/City
of Dubuque Smart City partnership save businesses and individuals money, create jobs,
contribute to local and national energy independence, help brand the community to help
recruit businesses and workforce, create a major recruitment tool for the three colleges
to entice students, and bolster the convention and tourism business, but it will
accelerate local business growth.
As Vice-President of IBM Research Robert Morris has said, "The goal of this
collaboration is to develop and pilot a systematic mechanism to give consumers and
businesses the information they need to make informed decisions about how they
consume resources like electricity, water, natural gas, and oil. To create such a
mechanism, a partnership is needed between a community with a track record of
successful public-private partnerships, citizens and businesses that believe in
sustainability, and enterprises like IBM that have the information technology and
knowledge to apply to this transformative partnership."
My thanks to David Lyons, Greater Dubuque Development Corporation Executive
Director and Chief Operating Officer Rick Dickinson, City Attorney Barry Lindahl,
Assistant City Manager Cindy Steinhauser, Assistant City Manager Teri Goodmann,
Public Information Officer Randy Gehl and Stimulus Coordinator Cori Burbach for all
they have done to make this partnership a reality.
Specifically, I am respectfully recommending Mayor and City Council approval of four
items:
1. Authority to finalize negotiations on the IBM Services Agreement, as detailed in
the memorandum from Assistant City Manager Cindy Steinhauser.
2. Authorization to commit $850,000 in Water Department funds and approval of a
2% water rate reduction for the current fiscal year.
3. Authorization to execute a contract with David Lyons to serve as the City's
Project Manager for the Smarter City Project.
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4. Approval of several Federal grant applications that will not only support this
partnership, but lead to the construction of the Southwest Arterial and support
redevelopment of the Historic Millwork District.
~,
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Cori Burbach, Stimulus Coordinator
David Lyons, Project Manager
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• •• , 1 • • . • . - w •• • , , • : 1 • . - - e•
JOINT DEVELOPMENT AGREEMENT
License No. L095814
Agreement No. W0954778
This Joint Development Agreement ( "Agreement ") is between the city of Dubuque, Iowa, with an address
at 50 W. 13 Street, Dubuque, IA, 52001 ( "City "), and International Business Machines Corporation, a
New York corporation, through its Thomas J Watson Research Center, with a location at 1101
Kitchawan Road, Route 134, Yorktown Heights, NY 10598 ( "IBM ").
WHEREAS, the City and IBM would like to work together on developing a prototype service accessed
using a Web portal for near real -time integrated sustainability monitoring ( "Prototype Service "); and
WHEREAS, the City has a sustainability vision and IBM has initiatives around making cities smarter.
NOW, THEREFORE, for good and valuable consideration as stated herein, the City and IBM agree as
follows:
1.0 Statement of Work
1.1 The parties will perform the scope of work in Appendix A ( "SOW ").
1.2 The parties agree to jointly prepare quarterly technical status presentations, and a final report
summarizing the work performed pursuant to this Agreement.
1.3 The City will provide IBM with a written evaluation report ( "Feedback ") based upon customer
feedback and the City's evaluation of the Prototype Service. The content and form of the
Feedback will be determined by the Technical Coordinators. The Feedback will be owned by
IBM and will be considered IBM Confidential Information.
2.0 Technical Coordinators
2.1 The Technical Coordinators ( "TC ") will be David Lyons for the City and Milind Naphade for
IBM. Their responsibilities will include exchanging information with the other party,
coordinating any visits, preparing the quarterly technical status presentations, and arranging all
other matters pertinent to this Agreement. Each party may change its TC by giving written notice
to the other party. The TCs do not have the authority to amend this Agreement.
3.0 Costs and Expenses
3.1 Within ten (10) days of the Effective Date, the City shall pay IBM via wire transfer the amount of
$500,000. The City shall wire transfer to IBM an additional amount of $350,000 on July 1, 2010.
All payments will be made in US dollars. All payments are non - refundable.
3.2 The parties acknowledge and agree that the source of funds for these payments is the City and
that there are no State or Federal funds involved in the project described in the SOW (as may be
amended from time to time).
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4.0 Copyrights
3.3 All payments due under Article 3.1 will be sent by electronic funds transfer to:
Director of Licensing
International Business Machines Corporation
c/o PNC Bank
500 First Avenue
Pittsburgh, PA 15219
Bank Account Number: 1017306369
ABA Routing Number: 043000096
3.4 A License Reference Number (L095814) is assigned to this Agreement and this number must be
included in all communications, including wire transfer payments, royalty reports, tax credit
certificates, letters, faxes and e-mail messages pertaining to the payments made pursuant to
Article 3.1.
3.5 IBM will be entitled to late payment fees on payments due but not received within thirty (30)
days after the due date. Late payment fees are defined as the lesser of one percent (1 %) of the
amount due, compounded each subsequent thirty (30) day period that payments remain unpaid, or
the highest rate permitted by law.
3.6 The City will bear and pay all taxes (including, but not limited to, sales, property and value added
taxes) imposed by any governmental entity of any country in which the City is doing business as
the result of the existence of this Agreement or the exercise of rights hereunder, except that the
City will not be liable for any taxes based on IBM's net income. Taxes paid by the City will not
be deducted from or credited against payments due IBM.
4.1 "Software" means computer programs, computer program changes, computer program
enhancements, and /or any documentation related to computer programs which is furnished by
either party in the performance of this Agreement.
4.2 IBM grants to the City an irrevocable, nonexclusive, worldwide and fully paid -up license to use,
reproduce and distribute internally for non - commercial purposes, any Software (in object code
only) and any other copyrightable materials furnished by IBM under this Agreement. An
approved non - commercial purpose is the demonstration of operation and value of such Software
or copyrightable materials to other Iowa communities.
4.3 The City grants to IBM an irrevocable, nonexclusive, worldwide, and fully paid -up license for
any Software and any other copyrightable materials furnished by the City under this Agreement
This license includes the right to use, execute, display, reproduce, perform, disclose, prepare
derivative works from, and distribute and transmit (internally and externally) such Software and
copyrightable materials and derivative works and to sublicense others to do any or all of the
foregoing.
4.4 Neither party has authorized its employees to furnish as part of this Agreement, any software
which is subject to any Open Source Software license. Such Open Source licenses will include,
without limitation, those licenses which have been approved by the Open Source Initiative
( "OSI ").
4.5 All Software will be exchanged in object code only.
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IBM - Ag
5.0 Inventions
5.1 "Invention" means any idea, design, concept, technique, invention, discovery or improvement,
whether or not patentable, conceived or first reduced to practice solely by one or more employees
of a party hereto ( "Sole Invention "), or jointly by one or more employees of one party with one or
more employees of the other party ( "Joint Invention "), in the performance of work under this
Agreement.
5.2 Each party will promptly provide to the other party a written description of each Invention. The
other party agrees to delay making public, by publication or otherwise, until the earlier of (1) the
first filing of a patent application claiming the Invention by the owning party or (2) six months
after the date the Invention is disclosed to the other party, for any Invention for which the
disclosing party has decided, or is in the process of deciding, to seek patent protection.
5.3 Any Sole Invention will be the property of the inventing party, subject to a license hereby granted
to the other party of the scope set forth in Article 5.4 for such Sole Invention and all patents
issued on it. Any Joint Invention will be jointly owned, and title to all patents issued on it will be
joint, all expenses (including those related to preparation, prosecution and maintenance) will be
jointly shared (except as provided below), and each party will have the right to license and assign
its ownership interest in the joint patent to third parties without need for consent from or
accounting to the other party.
Where one party elects not to share equally in the expenses for a Joint Invention, the other party
will have the right to seek or maintain such protection for such Joint Invention at its own expense
and will have full control over its preparation, prosecution and maintenance, even though title to
any issuing patent will be joint.
5.4 All licenses granted to the City and IBM under this Article 5 will be worldwide, irrevocable,
nonexclusive, nontransferable, and fully paid -up, and will include the right to make, have made,
use, have used, lease, sell, offer to sell, import and /or otherwise transfer any product, and to
practice and have practiced any method. All licenses granted to the City and to IBM in this
Article 5 will include the right of the grantee to grant revocable or irrevocable sublicenses to its
Subsidiaries, such sublicenses to include the right of the sublicensed Subsidiaries correspondingly
to sublicense other Subsidiaries.
5.5 "Subsidiary" will mean a corporation, company, or other entity;
i. more than 50% of whose outstanding shares or securities (representing the right to vote
for the election of directors or other managing authority) are, now or hereafter, owned or
controlled, directly or indirectly, by a party hereto, but such corporation, company, or
other entity will be deemed to be a Subsidiary only so long as such ownership or control
exists; or
ii. which does not have outstanding shares or securities, as may be the case in a partnership,
joint venture or unincorporated association, but more than 50% of whose ownership
interest representing the right to make the decisions for such corporation, company or
other entity is now or hereafter, owned or controlled, directly or indirectly, by a party
hereto, but such corporation, company or other entity will be deemed to be a Subsidiary
only so long as such ownership or control exists.
6.0 Term and Termination
6.1 This Agreement will begin on the date it is signed by the last signatory ( "Effective Date "), and
end twelve months later, unless extended by mutual written agreement.
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8.0 Data
7.0 Confidentiality
7.1 Except as may be provided in this Article 7 and Article 5.2, any information provided by either
party under this Agreement will be considered nonconfidential, and each party will be free to use
and disclose such information without limitation, subject to each other's valid copyright and
patent rights.
7.2 IBM Confidential Information ( "Information ") means the Tool (as defined in the SOW) and
Feedback and technical information about the Prototype Service and the Tool. City agrees not to
disclose any information to IBM which is considered by City to be confidential.
7.3 Information may be disclosed by: (i) presentation; (ii) delivery; (iii) authorized access, such as to
a data base; or (iv) any other express means. Information must be identified as confidential at the
time of disclosure, and all material containing Information must be marked Confidential or
Proprietary. Any Information disclosed verbally or visually must be summarized by the
disclosing party in writing and the writing provided to the receiving party within thirty (30) days
after the disclosure.
7.4 For the term of this Agreement, and for five (5) years from the end of this Agreement, the City
agrees to limit disclosure of the Information to those of its employees who have a need to know
it. The City shall use the same care and discretion to avoid disclosure of Information as it would
with its own similar information it does not wish to disclose.
The City shall use Information only for the purpose for which it was disclosed or otherwise for
the benefit of IBM.
7.5 Disclosure of Information will not be precluded if the disclosure is required by law, but the
receiving party will give the disclosing party reasonable notice to allow the disclosing party an
opportunity to obtain a protective order. The obligations of Article 7.4 above will not apply to
information that is: (a) already in the possession of the receiving party or its Subsidiaries without
obligation of confidence; (b) independently developed by the receiving party or its Subsidiaries;
(c) publicly available, or becomes publicly available through no fault of the receiving party or its
Subsidiaries; (d) disclosed by the disclosing party without obligation of confidence (e) inherently
disclosed by the receiving party or its Subsidiaries in the use, distribution or marketing of any
present or future product or service; or (f) disclosed with the permission of the disclosing party.
7.6 Each party agrees that the disclosure of its Information pursuant to this Agreement does not limit
the assignment or reassignment of the other party's employees.
7.7 Disclosure by the City of Information is permitted if the disclosure is to a third party whose
services the receiving party requires to accomplish the purposes of this Agreement, provided such
third party has entered into a written agreement with the receiving party in accordance with
Article 10.10.
8.1 The City will provide IBM with current meter readings, on a schedule and frequency to be agreed
to by the parties, from 250 customers' advanced water meters ( "Data "). The City will be solely
responsible for the collection of Data and for determining what Data may and will be provided to
IBM under this Agreement.
8.2 The City represents and warrants that it has all necessary third party consents to permit
distribution and use of the Data, and any other information provided to IBM, pursuant to this
Agreement. The City further represents and warrants that it has anonymized all Data delivered to
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IRM Agmt W095477R with City of DBQ and SOW091 R09baI - IBM docx
IBM to an extent sufficient to ensure that a person without prior knowledge of the original Data
and its collection cannot, from the anonymized Data and any other available information, deduce
the personal identity of the Data - subjects.
9.0 Disclaimers, Limitation of Liability, and City Indemnity to IBM
9.1 EXCEPT AS PROVIDED IN ARTICLE 8.2, NEITHER PARTY MAKES ANY WARRANTY,
EXPRESS OR IMPLIED, CONCERNING SOFTWARE, COPYRIGHTABLE MATERIALS,
SERVICES, INVENTIONS, PROCEDURES, PROCESSES, PROTOTYPES, INFORMATION,
OR OTHER DELIVERABLES SUPPLIED UNDER THIS AGREEMENT, WHICH ARE ALL
PROVIDED "AS IS." THE WARRANTIES THAT EACH PARTY EXPLICITLY DISCLAIMS
INCLUDE THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, AND ANY WARRANTY OF NON - INFRINGEMENT OF ANY
THIRD PARTY'S PATENTS, COPYRIGHTS, OR ANY OTHER INTELLECTUAL
PROPERTY RIGHT.
9.2 EACH PARTY ALSO SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY
PROTOTYPE(S) WHICH MAY BE DEVELOPED PURSUANT TO THIS AGREEMENT
INCLUDING THAT ANY PROTOTYPE(S) WILL MEET ANY DEVELOPMENT
OBJECTIVES, OR ANY REQUIREMENTS OF EITHER PARTY. EACH PARTY WILL
MAKE GOOD FAITH EFFORTS TO COMPLETE THE ACTIVITIES UNDER THE
STATEMENT OF WORK. FAILURE TO COMPLETE SUCH ACTIVITIES AFTER ALL
COMMERCIALLY REASONABLE EFFORTS, DOES NOT CONSTITUTE BREACH OF
CONTRACT.
9.3 The City will defend and indemnify IBM and IBM's Subsidiaries from all loss, cost and expense
(including reasonable attorney's fees) arising from (i) IBM's use of the Data in accordance with
this Agreement and (ii) any third party claim based on an actual or alleged breach of the City's
representations and warranties as provided in Article 8.2.
9.4 Except for claims arising out of Articles 7.0 and 9.3, neither party will be liable for any
consequential damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary,
punitive, special or indirect damages, even if advised of their possibility. IBM's total cumulative
direct damages shall not exceed $100,000 regardless of the basis of any claim.
10.0 General Provisions
10.1 Each party is an independent contractor. Neither party is, nor will claim to be, a legal
representative, partner, franchisee, agent or employee of the other. Neither party will assume or
create obligations for the other.
10.2 Except as otherwise provided herein, this Agreement does not confer any rights to use in
advertising, publicity or other marketing activities any name, trade name, trademark, or other
designation of either party hereto, including any contraction, abbreviation, or simulation of any of
the foregoing, without prior written agreement, and each party agrees not to use or refer to this
Agreement or its terms in any such activities without the express written approval of the other
party.
10.3 All notices will be in writing and will be valid if sent by:
(a) registered or certified mail, return receipt requested, postage prepaid; (b) by facsimile
(provided the receipt of the facsimile is evidenced by a printed record of completion of
transmission); or, (c) by express mail or courier service providing a receipt of delivery. Notice
will be effective upon receipt. The notices that are not of a technical nature as per Article 2 of this
Agreement should be addressed to:
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IBM -Ag Q- and- SOWO91- 809ba1 - - -1BM do
IBM:
IBM Corporation
Thomas J. Watson Research Center
1101 Kitchawan Road, Route 134
Yorktown Heights, NY 10598
Attn.: Manager, Business and
Government Relations
The City:
The City of Dubuque
50 W. 13 "' Street
Dubuque, IA, 52001
Attn.: City Manager
10.4 Neither party will be liable for any failure or delay in the performance of its obligations under this
Agreement if such failure or delay is due to acts of God, acts of the other party, fire, flood, natural
catastrophe, acts of any government or of any civil or military authority, national emergencies,
riots, war, insurrection, strikes, or any occurrence beyond the reasonable control of such party.
10.5 Each party agrees to comply and to reasonably assist the other in complying with applicable
government export and import laws and regulations. Further, each party agrees that unless
authorized by applicable government license or regulation, including but not limited to U.S.
authorization, both parties will not directly or indirectly export or reexport, at any time, any
technology, software and /or commodities furnished or developed under this or any other,
Agreement between the parties, or its direct product, to any prohibited country (including release
of technology, software and /or commodities to nationals, wherever they may be located, of any
prohibited country) as specified in applicable export, embargo, and sanctions regulations. This
section will survive after termination or expiration of this Agreement and will remain in effect
until fulfilled.
10.6 Except as expressly provided in this Agreement, neither party grants any licenses, either directly
or indirectly, by implication or estoppel or otherwise, to either party under any patent, copyright
or other intellectual property right of the other party.
10.7 Neither party may assign, or otherwise transfer, its rights or delegate its obligations under this
Agreement without prior written consent of the other party. Any attempt to do so is void.
10.8 Except for claims arising out of Articles 5.0 or 7.0, neither party may bring an action arising out
of this Agreement, regardless of form, more than one year after the cause of action has accrued.
10.9 Neither party relies on any promises, inducements or representations made by the other, or
expectations of more business dealings, except as expressly provided in this Agreement.
10.10 Each party represents that it has, or will have appropriate agreements with its employees or others
whose services the party may require to enable it to comply with all the provisions of this
Agreement.
10.11 Each party may have similar agreements with others, and may design, develop, manufacture,
acquire or market competitive products and services, and conduct its business in whatever way it
chooses. Each party will independently establish prices and terms for its products and services.
10.12 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will in no way be affected or impaired
thereby so long as the intent of the parties can be preserved.
10.13 This Agreement is governed by the laws of the State of New York, without regard to the conflict
of laws provisions thereof. Any proceedings to resolve disputes relating to this Agreement will be
brought only in the State of New York and in a US federal court if there is jurisdiction. The
6 of 10
IBM-4gmt-W0954778-with -City -ef Q- apdSOW091 809baWBM
parties waive the right to trial by jury in any matter which arises under this Agreement. The
United Nations' Convention on International Sales of Goods does not apply.
10.14 Any rights and obligations which by their nature survive and continue after any expiration or
termination of this Agreement will survive and continue and will bind the parties and their
successors and assigns, until such obligations are fulfilled.
10.15 This Agreement may only be amended by a writing signed by authorized representatives of the
parties. No approval, consent or waiver which alters the terms of this Agreement will be
enforceable unless signed by both parties. Failure to insist on strict performance or to exercise a
right when entitled does not prevent a party from doing so later for that breach, or a future breach.
10.16 This Agreement and Appendix A are the complete and exclusive agreement between the parties
regarding the subject matter hereof and supersedes any prior oral or written communications or
understandings between the parties related to the subject matter hereof.
By signing below, the parties agree to the terms of this Agreement.
INTERNATIONAL BUSINESS
MACHINES CORPORATION
THE CITY OF DUBUQUE, IOWA
By:
Rai,; S. De s a i , V . P Nam e E. Connors
Bus in e eve l opt entT Re search Title: ayor Pro-Tern
Date: September , 2009 Date: September 21, 2009
7 of 10
E. CO-1444
IBM Agmt WO y n
Project Objectives
1.0 IBM'S RESPONSIBILITIES
2.0 CITY RESPONSIBILITIES
Appendix A - STATEMENT OF WORK
IBM would like to work with City to develop the Prototype Service that would allow City
management and water utility customers to track water usage on a near real -time basis and be
able to compare individual customer's water usage with other water service customers' usage.
IBM will endeavor to develop the following:
1. Prototype Service that would allow:
a. City management to visualize and understand consumption patterns and the
sustainability footprint of the volunteers participating in the project for both water
consumption, and the - related energy consumption for both water production and
waste water treatment.
b. Participating volunteers to visualize and understand their water consumption.
2. Stand alone application software tool with a front -end that is similar to the front end of
the Prototype Service, but accesses static and local data, ( "Tool ") for use by the City to
demonstrate the functionality of the Prototype Service to its water utility customers and
others. City will be able to access the Tool from a properly configured laptop or desktop
computer, i.e. the Tool should run on a machine running Windows XP or more recent
operating system, on an Intel platform, with the following minimum configuration
requirements: 1 GB RAM, 10 GB Hard Disk and CPU faster than 1.6 GHz.
IBM will make available to the project or develop software tools a) to perform data processing
and data management to prepare the Data and b) to perform exploratory analysis on the
datasets to extract consumption patterns and insights. These tools will not be furnished or
licensed to the City.
IBM will furnish the following to the City:
1. Reports on water consumption patterns and sustainability footprints collected over the
period of the project over the set of volunteers participating in the project.
2. A final report on the project results.
3. Access to the Prototype Service developed during this project to demonstrate it.
4. Tool.
The City will provide:
1. A list of 250 volunteer water customers with advanced water meters to be identified only
by a unique ID.
2. City preferences for Prototype Service user interface and metrics.
3. Access to a data warehouse that will store Data, on a schedule and frequency to be
mutually agreed to by the parties.
8 of 10
IBM_Agmt Wn95477R with City of DRQ and SCIWO91RQ9baI - IBM docx
4. Access to information about the electricity consumption for water production and waste
water treatment during the project period.
5. Make available City personnel who can answer phone calls from the volunteers who
have questions about how to use the Prototype Service, or how to interpret the Data.
IBM shall have no responsibility to the volunteers that use the Prototype Service.
6. Feedback on the project from the volunteers in a form, format and frequency to be
agreed upon by the Technical Coordinators.
3.0 SCHEDULE AND MILESTONES
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R esponsible
Parties
IBM, City
Identify metrics to be measured and monitored
Using input provided by City, determine requirements of
Prototype Service
i rli i} gqi itriti .)0 ili l lYfcj 1! lit q r' 1_1170111)=
Help develop communication materials to be used to recruit
volunteers
Provide advice on how to obtain a representative base sample
of population in volunteer pool
Identify format of various Data sources and create plan for
preprocessing of Data that will be needed to consume Data
Finalize Data sources, frequency of Data updates and process
and governance of Data used
Finalize Data anonymization plan
Develop research tools for automation of data gathering from
advanced water meters for consumption
Develop the Prototype Service
Complete the integration of the data processing, warehousing
and Prototype Service so that the Data is ingested into
Prototype Service for visualization and subsequent
understanding and analysis
Demonstrate the Prototype Service
[1�1 a1, (iky
'MI,
City
i
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Estimated
Completion
Time in
Months
Relative to
Start Date of
Pro - ect
1(01
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9 of 10
IBM -Agmt W05547 —8 -with City- o€- DBQ- afld-SAW091- 809bal- -4BM,do
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Analyze consumption data for insights and patterns that lead
to understanding for improving sustainability footprint and
understanding how visibility affects consumption
Responsible
Parties
Estimated
Completion
Time in
Months
Relative to
Start Date of
Pro'ect
END
10 of 10
FROIIn: Cindy Steinhauser, Assistant City Manager
SUBJECT: Approval of Smart Sustainable Dubuque Services Agreement
®ATE: September 16, 2009
INTRO®UCTION
The purpose of this memorandum is to bring to your attention that we are ready to
proceed with service agreements to support the Smarter Sustainable Dubuque
project's technical needs.
BACKGROUND
Throughout its history, Dubuque has responded to challenges in a positive and
proactive manner. Since 2006 Dubuque has made sustainability a priority, realizing it
was crucial to remaining competitive. That priority has been reflected broadly across
the community, from City Council action, to Envision 2010 programming, to the
new Dubuque2 outreach effort recently launched with the help of the Dubuque Area
Chamber of Commerce and Community Foundation of Greater Dubuque. The
community wide vision is for a transformative approach to sustainability, one that
results in a more viable, livable and equitable Dubuque. However, it is an old but true
statement that you cannot manage what you do not measure. With the sustainability
effort, it is critical to incorporate new, transformative approaches and technology to
allow us to measure, manage and optimize resources. This will be critical if we are
going to be able to assure citizens that our community sustainability effort is truly
"sustainable". It will also be necessary in order to properly plan for the development
of new industries, expanded opportunities for existing industry, new jobs, new
markets and new community growth.
Over the past several months, many members of City staff, along with many
community partners have been in dialogue with representatives of IBM to discuss
opportunities to share resources and further advance the City Councils' goal of
making Dubuque a model showcase for sustainability. These community partners
include Greater Dubuque Development Corporation, The Community Foundation of
Greater Dubuque, the Dubuque Area Chamber of Commerce, Dubuque Initiatives,
area schools, Black Hills Energy, Alliant, ECIA, Main Street Ltd and others.
ISCIJSSI®N
American cities are in search of a transformational agenda to revitalize their
economies and improve their environments. Dubuque has defined itself as a national
leader in sustainability, with its unique blend of forward-thinking public policy and a
committed grass-roots base. Together with partners and clients, IBM is working to
build a smarter planet. Together, Dubuque and IBM can realize one of the country's
first "Smarter Sustainable Cities," one that is environmentally sustainable,
economically prosperous, and socially vibrant. The citizens of Dubuque have already
collaborated on an unprecedented sustainability agenda. When enabled with smarter
technology and infrastructure, the benefits seem to be without limits.
The City proposes a program that will create a Master Agreement with IBM to partner
and provide advanced technological and analytical services to Dubuque's
sustainability effort, with resulting models to support long term efforts. The models
will include vital data management and analysis and the research and development
needed to make this data useful. The model will also expand opportunities for local
businesses to thrive in new sustainable industries. This services agreement is an
outgrowth of the City's Memorandum of Understanding with IBM which generally
defines particular scopes of work.
Generally, grant funds, with some funds from City sources, would finance the IBM
research and development required to implement an Integrated sustainability
System, which will arm residents and business owners with the data required to make
smarter choices about their energy consumption habits and save money.
The Master Agreement with IBM proposes to work with the City of Dubuque on
several potentially groundbreaking projects. Some of the projects are anticipated to
begin in Fall 2009. Others are anticipated to begin as soon as sources of funding for
those projects are secured through new grants, stimulus funds and other means.
Some tasks, including required studies for projects, can begin immediately or in near
future and continue on parallel tracks if funding for those tasks is secured already.
Projects
1. Integrated sustainability System and Community Engagement
2. Smart Parking
3. Smart Water
4. Smart Transit
5. Smart Energy
IBM proposes to work with the City of Dubuque on research projects with the end
goal of demonstrating an experimental proof of concept for the Integrated
sustainability System ("ISS") based on specifications defined by the City of Dubuque
through an active and ongoing community engagement process. IBM Research will
assist the City of Dubuque to help define the energy, water, and a subset of carbon
footprint sustainability metrics, community engagement, sustainability community
networking and respective parameters in visualization in the dashboards of the ISS.
IBM Research will also assist the City of Dubuque in the community engagement
process to educate the community on the use and potential value of the dashboards
in ISS.
The City of Dubuque intends to work with IBM to define the novel and experimental
metrics of interest and the information to be visualized in the ISS. This will be done
through a "laboratory" mock-up of the ISS to be developed by City of Dubuque staff
and delivered to IBM, which will then design the ISS to customize it to the
requirements specified by the City of Dubuque in the mock-up.
The proposed Master Agreement will be implemented in a series of individually
negotiated "Statements of Work." The first such Statement of Work is for Smart
Water. This project will allow water utility customers to access their current water
usage data, and various statistical data, in real time, from an IBM server, for use to
improve sustainability and cost savings opportunities through water consumption
management ("Prototype Service"). Dubuque will provide IBM with current meter
readings on a schedule and frequency agreed by the parties from 250 customers'
advanced water meters ("Dubuque Data"), and set up a mechanism that will enable
these customers to provide Dubuque with feedback about the IBM service. The
parties will agree on the content, format and frequency for Dubuque to provide the
customer feedback to IBM. IBM will own all the feedback. At the end of the project,
IBM will provide Dubuque with astand-alone application tool, in object code form,
that replicates the front end of the IBM Service, but accesses static and local data for
use by Dubuque to demonstrate the Prototype Service to its citizens and others.
Dubuque will be able to access this service from existing City equipment.
U®GT
The Smart Water segment of this contract is proposed to be $850,000 and can be
funded from water user fees. Jenny Larson, the City's Budget Director, is proposing
$500,000 be committed in Fiscal Year 2010 and $350,000 in Fiscal Year 2011.
REC®IUIMEN®~-TI®N
Staff requests that the City Council authorize the City Manager to complete
negotiations with IBM for this Smarter Sustainable Dubuque Services Agreement and
its first attached Statement of Work for a contract amount not to exceed $850,000
and subject to final City Council approval.
Attachment
cc: Jennifer Larson, Budget Director
Sheila Samuelson, sustainability Coordinator
Teri Goodmann, Assistant City Manager
David Heiar, Economic Development Director
Steve Brown, Project Manager
David Lyons, Project Manager, Smart Sustainable Dubuque
F:\USERS\Econ Dev\Smart City Initiative\20090916_Smart Sustainable City Memo.doc
Memorandum of IJnders4andin~
between CITY ®JE' I)IJBUI2UE and IBM RESEAItCI3
This is a Memorandum of Understanding (MOU) between IBM RESEARCH and CITY OF
DUBUQUE. The purpose of this MOU is to confirm the discussions between CITY OF
DUBUQUE and IBM RESEARCH with respect to our intention to collaborate in areas of mutual
interest derived from IBM RESEARCH's smarter planet initiatives and CITY OF DUBUQUE'S
sustainability model, subject to negotiation of a mutually acceptable definitive written
agreement(s).
We envision that the first planned agreement (expected to be executed contemporaneously with
this MOU) will encompass a six (6) month joint study effort to identify opportunities for
innovation with IBM Research playing the role as an innovation partner for the City of Dubuque.
IBM Research plans to work with the CITY OF DUBUQUE, the Greater Dubuque Development
Corporation and other partners in Dubuque to create proofs of concept to showcase the
capabilities. The study effort is expected to include a review of business, technical, marketing,
sales, acid financial plans and capabilities, among other things.
In order to ensure that the parties understand the nature and the purpose of these discussions so
that no misunderstanding occurs, we wish to document the status of the parties' discussions as of
this date and provide a framework for ongoing discussions. This MOU sets forth the intentions
and understandings of the parties for the purpose of facilitating our subsequent discussions and
evaluations.
The following describes the proposed relationship between CITY OF DUBUQUE and IBM
RESEARCH with the goal of entering into a definitive written agreement(s) regarding such
relationship including the intention to enter into an agreement regarding the study effort
mentioned above.
Objectives
CITY OF DUBUQUE'S business interests in connection with this potential relationship are
initially focused in the following areas in an effort to create jobs and save citizens and businesses
money
The City's sustaiilability model that will cover three core areas including all principles:
1. Economic Prosperity
Regional Economy: Sustainable Dubuque is a community that values a diversified
regional economy with opportunities for new and green markets, jobs, products and
services.
Smart Energy Use: Sustainable Dubuque is a community that values energy
conservation and expanded use of renewable energy as a means to save money and
protect the environment.
Resource Management: Sustainable Dubuque is a community that values the
benefits of reducing, reusing and recycling resources.
Community Design: Sustainable Dubuque is a community that values the built
envirorurrent of the past, present and future which contributes to its identity,
heritage and sense of place.
2, Social/Cultural Vibrancy
e Green Buildings: Sustainable Dubuque is a community that values a productive
and healthy built environment.
~ Community Knowledge: Sustainable Dubuque is a community that values
education, empowerment and engagement to achieve economic prosperity,
environmental integrity and social/cultural vibrancy.
Reasonable Mobility: Sustainable Dubuque is a community that values safe,
reasonable and equitable choices to access live, work and play opportunities.
Environmental Integrity
® Healthy Air: Sustainable Dubuque is a community that values fresh air, reduced
greenhouse gas emissions and minimized health risks.
® Clean Water: Sustainable Dubuque is a community that values water as a source of
life and seeks to preserve and manage it in all forms.
IBM RESEARCH'S business interests in connection with this potential relationship are initially
focused in the following areas:
IBM RESEARCH'S smarter planet initiatives that cover:
Smart Cities Instrumentation, Interconnection and Intelligence including
Integrated sustainability Monitoring & Modeling
Energy efficient buildings
Integrated Smart Parking and Transportation
Smart metering for water usage
Research iiutiatives that could help city residents reduce their carbon footprint.
Education Services
Healthcare IT
In engaging in such a relationship, CITY OF DTJBUQTJE and IBM RESEARCH anticipate that
they will also be engaging other partners as needed to deploy cutting edge solutions developed at
IBM RESEARCH in the CITY OF DUBUQUE creating and smarter, more sustainable city.
CITY OF DUBUQUE and IBM RESEARCH intend to hold regularly scheduled executive,
marketing and sales, and technical meetings for strategy discussions and to review the status and
progress of this potential relationship with respect to the following areas. The specific agreements
for each of these areas are intended to be covered in individual appendices to the overall definitive
agreement or, as appropriate, in separate agreements.
IBM RESEARCH Responsibilities
Under the proposed relationship, IBM RESEARCH intends to:
Provide expertise regarding sustainability innovation to CITY of DUBUQUE
a Study the various city systems in Dubuque including the energy, water; transportation,
parl~ing and economic development and propose innovation projects to help improve the
efficiency of the systems to make them smarter and more sustainable. This is expected to
be conducted over a six (6) month period.
e Based on the study conducted, initiate a portfolio of proof of concepts with the CITY of
DUBUQUE to demonstrate smart city innovation capabilities. This work may begin as
early as September 2009 with a proof of concept in congestion minimization.
® The goal is to showcase the innovation capabilities in Dubuque to be scaled and deployed
within the entire city and to use it is as a model that can be replicated in the state of Iowa
and the nation.
® Create a repository of content and lessons learned in the process of transforming Dubuque
into a more sustainable and smarter city
CITY OF DUBUOUE Resr~onsibilities
Under the proposed relationship, CITY OF DUBUQUE intends to:
o Provide local specifications and requirements in the areas of smart city integration, energy,
water, transportation around which research proposals need to be developed.
Help build partnerships with lcey entities including city businesses, utilities and other
public and private enterprises to enable the collaboration to create deployable prototypes of
the proposals jointly developed with IBM Research.
Lead the facilitation of appropriate funding mechanisms for the proposals developed and be
solely responsible for any funding from government sources except in cases where it maybe
required that industry lead the response to a Request for Proposal (RFP) issued by a
government source.
~ Enlist, where appropriate, voluntary participation in these proposals by interested local
agencies, and individuals.
e Facilitate the implementation of systems that will be needed to perform the identified
activities.
a Facilitate the implementation of programs identified during the study effort.
Joint Responsibilities
Under the prcposed relationship, the panties jointly intend to:
Jointly develop research proposals of interest
o Jointly work on change management as proposals need to be modified or revised based on
changes in the environment over the lifespan of their development
o Jointly develop a governance model for running a project office to measure, monitor,
evaluate and report progress and resolve issues that may hinder the progress of the work
® Jointly ~=ork to ensure city wide deployment of solutions based on the success of the
proofs of concept
General terms coverintr our discussions in connection with this MOU
A. Confidentiality. Information that is exchanged will not be considered confidential
unless it is disclosed tinder the terms of the IBM RESEARCH Confidential Disclosure Agreement
between the parties dated ~~ ~? ~ %( ~ ~~ f
f
B. Term and Termination. This MOU will guide the further discussions of the
parties until the signing of a definitive agreement, if any. After such date, neither party shall have
any further obligations to the other party pursuant to this MOU, except as expressly provided in
this MOU. This MOU and the negotiation of a definitive agreement are terminable at will by
either party. All discussions, proposals, term sheets, draft agreements and other similar materials
will be null and void if discussions are terminated.
~. Nonexclusive 1Zelationship. This MOU outlines anon-exclusive commercial
relationship between IBM RESEARCH and CITY OF DUBUQUE. Nothing contained in this
MOU shall be deemed to be a restriction of any type on either party's ability to freely compete or .
to enter into "partnering" relationships with other entities. Any decision by either party to forego,
or engage in any other business opportunity or any other activity, to alter any business plan or
direction, or to make any investment in anticipation of the consummation of any transaction
contemplated by the parties, is at the sole discretion of the party electing to do so, and will not
create any actual or potential liability or obligation for the other party, even if that party is aware
of, or has been informed of or has indicated approval of any such action, decision or election
unless agreed to otherwise in an agreement signed by both parties. In the event of termination of
this MOU, neither party will be restricted as a result of these discussions, and in any event each
party is free to pursue a similar business relationship with others at any time.
I~. 1'relianinary hlatttre of Discussions. During the parties' discussions, the parties
will likely exchange written or oral proposals, term sheets (including without limitation the
responsibilities' outline contained herein), draft agreements or other similar materials. Neither
party may rely on, be bound by, .or have any obligation under any such discussion, proposal, term
sheet, draft agreement or other preliminary material, even if signed by one or both of the parties,
except for a definitive written agreement signed by an authorized representative of each party that
encompasses the subject matter of any such materials. In addition, the parties agree as follows:
1. The parties acknowledge and agree that the proposed business relationship between
the parties and the execution of the definitive agreement by CITY OF DUBUQUE
and IBM RESEARCH is subject to all applicable legal and regulatory requirements
and all necessary corporate and other approvals of the parties and their respective
shareholders, members and/or partners.
2. Neither CITY OF DUBUQUE nor IBM RESEARCH nor any of their respective
shareholders, members, partners or affiliates will issue any release or other
publicity concerning this MOU except with the prior written approval of the other
party. The parties agree to cooperate with respect to any news release or other
publicity regarding the foregoing.
This MOU shall be read and interpreted with all changes of gender or number
required by the context according to the ordinary and usual meaning of words, but
words with recognized technical or trade meanings shall be interpreted according to
such recognized meanings.
4. The cost intoned by each party with respect to these discussions, and all
subsequent negotiations of the proposed agreement, whether resulting in an
agreement or not, and including without limitation legal and attorney, technical and
research, financial and other advisory fees, will be borne solely by the party which
incui~ed them.
This MOU supersedes all prior proposals and discussions and is the complete and exclusive
statement of the understanding between IBM RESEARCH and CITY OF DUBUQUE as to the
subject matter. This MOU cannot be modified except by a comprehensive writing signed by an
authorized representative of each party that specifically amends this MOU.
If this document adequately sets forth your understanding of our intentions, please indicate your
agreement by signing both copies of this MOU and retlun one original to me (you may do so by
facsimile or by mail).
Acknowledged for:
IBM RESFOI~
By:
Date
~~ ~~ ~~~ ~-er~~~ ~
.~
~ ~~ ~5
CITY OF DUBUQUE
-~
By; f 2.~__,
Date: ~~ ~' j
~~t~~r /?l r' <~:
Prepared/Return to: David Heiar, Economic Development, 50 W 13th Street, Dubuque, IA 52001 (563) 589-4393
RES®LU°TI®N N®. 340-09
Whereas, the City of Dubuque, Iowa, has established sustainability as a top
priority; and
Whereas, many cities are in search of transformational agendas to revitalize
their economies and improve their environments; and
Whereas, Dubuque has defined itself as a national leader in sustainability; and
Whereas, the citizens of Dubuque have already collaborated on an
unprecedented sustainable agenda; and
Whereas, International Business Machines Corporation (IBM) is an
international leader in developing a smarter planet; and
Whereas, the general terms and conditions for a Master Contract with IBM, set
forth in the attached memorandum, have been reviewed and are supported by the
City Council; and
Whereas, the City Council desires that the City Manager negotiate an
agreement with IBM that incorporates those terms and conditions, subject to final
approval by the City Council
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF DUBUQUE, IOWA:
Section 1. That the general terms and conditions for a Master Contract with
IBM, described in the attached memorandum, have been reviewed and are supported
by the City Council.
Section 2. That the City Manager is hereby authorized to negotiate an
agreement with ABM, subject to final approval by the City Council
Passed, approved and adopted this 17th day of September, 2009.
~, c.~ ~ .~P- -~r~
~ .per`
,~ Roy D. Buol, Mayor
Attest:
/Jeanne F. Schneider, City Clerk
F:\USERS\Econ Dev\Smart City Initiative\20090916_Resolution Execution Sustainability Agreement.doc