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License Agreement between City of Dubuque and IWI DIA Corporation Copyrighted July 2, 2018 City of Dubuque Consent Items # 22. ITEM TITLE: License Agreement between Cityof Dubuque and NVIDIA Corporation SUMMARY: City Manager providing the License Agreement between the City of Dubuque and NVI DIA Corporation to allow the sharing of certain traffic information. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File ATTACHMENTS: Description Type License Agreement with NVIDIA-NNM Memo City Manager Memo Staff Memo Staff Memo License Agreement Supporting Documentation THE CITY OF Dubuque � AIFA�erlwGh UB E '�� III► Masterpiece on the Mississippi Z°°'�w'2 7A13 2017 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proposed License Agreement between City of Dubuque and NVIDIA Corporation DATE: June 27, 2018 I have approved a License Agreement between the City of Dubuque and NVIDIA Corporation to allow the sharing of certain traffic information. I respectfully request this item be received and filed. ��� �� ���� Mic ael C. Van Milligen �� � MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Gus Psihoyos, City Engineer Chris Kohlmann, Information Services Manager Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant THE CITY OF DUbUC�ll2 Dus E p°.���`' Masterpiece on the Mississippi � � � � �_� TO: Michael C. Van Milligen, City Manager FROM: Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant SUBJECT: Proposed License Agreement between City of Dubuque and NVIDIA Corporation DATE: June 26, 2018 INTRODUCTION The purpose of this memo is to request approval of a License Agreement 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 wnrk has extended into the potential use of AI into 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 has created a potential research platform for NVIDIA and other industry leaders. DISCUSSION NVIDIA has approached the City to develop a demonstration project in collaboration with the AI City Challenge, an annual industry research program that this year will focus on transportation. Specifically, NVIDIA would request the ability to license certain traffic date from Dubuque to use it in testing the ability for visual data and AI systems to detect and inform on a number of issues, including: • Estimating traffic flow characteristics, such as speed • Leveraging unsupervised approaches to detect anomalies caused by crashes, stalled vehicles, etc. (as a way to get the humans in the loop pay attention to meaningful visual information) • Multi-sensor tracking, and object re-identification in urban environments • vehicle/pedestrian behavior analysis, activity recognition, speed estimation, congestion analysis, anomaly detection, and event summarization . 3D reconstruction and visualization for transportation detection . vision algorithms for autonomous driving car or assisted driving . smart transportation developments/integration with smart city We have developed a potential licensing agreement for a set of specific Dubuque information along with restrictions on its use. BUDGETIMPACT There is no budgetary impact to the approval of the proposed License Agreement RECOMMENDATION AND ACTION REQUESTED This 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 AI platforms to further accelerate such initiatives. We would request your approval of the License Agreement. c.c. Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Chris Kohlmann, IS Manager 2 DocuSign Envelope ID:8B367030-6551-4279-B031-425FF63D6A2E LICENSE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND NVIDIA CORP. This License Agreement, dated for reference purposes the 20 day ofi June , 2018, is made and entered into by and between the City of Dubuque, lowa (City) and NVIDIA Corp. (NVIDIA). WHEREAS, City has developed a comprehensive and unique system of traffic and public safety camera systems; and WHEREAS, significant benefit can occur from actionable insights that can be derived from data captured by these cameras; and WHEREAS, NVIDIA is a world leader in visual computing technologies and artificial intelligence; and WHEREAS, City and NVIDIA wish to collaborate on research to determine the ability to enhance the value of City's systems through the application of artificial intelligence computing; and WHEREAS, the AI City Challenge is an industry collaboration event sponsored by NVIDIA at which City and NVIDIA wish to make data available for industry testing and development; and WHEREAS, City is willing to license specific data under specific conditions to NVIDIA who may distribute that data to AI City Challenge participan#s. NOW, THEREFORE IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION.1. TERM. The Term of this License Agreement shall commence on the 20 day of June , 2018 and shall continue until terminated, but in no event for less than a period of three (3) years from the commencement date. After such three- year period, either party may terminate this License Agreement upon ten (10)days written notice delivered to the other party. Upon termination, NVIDIA shall promptly destroy or return all Data to City. 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. SECTION 2. DATA DEFINED. For purposes of this License Agreement, Data means camera and video footage of various compression and resolution settings which includes, but is not limited to, views of: 061918ba1 DocuSign EnvelopelD:8B3B7030-6551-4279-B031-425FF63D6A2E - University Avenue - Northwest Arterial - John F Kennedy Drive - Grandview Avenue - U.S. Highway 20 , - Selected weather events Upon written request of NVIDIA, additional Data may be provided by City. SECTION 3. LICENSE GRANTED. A license is hereby granted to NVIDIA (the License) during the Term, free of charge, to deal in the Data provided by City without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute and sublicense the Data and to permit other persons to whom NVIDIA provides the Data to do likewise, subject to the following conditions: - That redaction of any recognizable facial views will be required before any Data is distributed outside of NVIDIA. - Unless otherwise approved by City in writing, the License does not grant permission to use the name of the City of Dubuque or any trade names, trademarks, service marks, or product names of City, except as required for reasonable and customary use in describing the origin of the work. SECTION 4. NO WARRANTIES. THE DATA IS PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. SECTION 5. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE CITY OF DUBUQUE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE DATA. CITY OF DUBUQUE, IOWA NVIDIA CORP. By: gY: �t,t,�'u. fia�.a' Michael C. Van Milligen City Manager Deepu Talla Printed Name F:\Users\tsteckle\LindahlWgreements\NVI DIALicenseAgreement_061918.docx 2