Proposed Amendment to License Agreement with NVIDIA Corporaton and ND Agreement Copyrighted
January 6, 2020
City of Dubuque Consent Items # 11.
ITEM TIT LE: Proposed Amendment to License Agreement between City
of Dubuque and NVI DIA Corporation and Non-Disclosure
Agreement
SUMMARY: City Manager recommending approval of an amendmentto
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 DISPOSITION: Suggested Disposition: Receiveand File;Approve
ATTACHMENTS:
Description Type
NVIDIAProposedAmendmenttoLicenseAgreement- CityManagerMemo
MVM Memo
Staff Memo Staff Memo
Amendment No. 1 Supporting Documentation
Non-Disclosure Supporting Documentation
Dubuque
THE CITY OF �
uI�AaMca cih
DuB E � �
I � � I
Maste iece on the Mississi i Zoo�•zoiz•zois
YP pp zoi�*zoi9
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proposed Amendment to License Agreement between City of Dubuque
and NVIDIA Corporation and Non-Disclosure Agreement
DATE: December 23, 2019
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. NVIDIA has approached the City with a request to
enhance and expand the existing License Agreement. The expansion would entail the
City providing further access to data and testing/evaluating a city-scale intelligent
transportation pilot system.
There is no direct budgetary impact to the approval of the proposed License Agreement.
City staff will be using existing budget resources to install two new servers which will be
used for the pilot, and later transferred to other use within the agency. NVIDIA will be
providing eight GPU cards to the City for use in the project, with an estimated value of
between $12,000 and $13,000.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
v
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
Dave Ness, Civil Engineering II
David Lyons, Sustainable Innovation Consultant
Dubuque
THE CiTY OF r�i.
D B �.�������
U E � � � �p�
� �
2007+20t2•2013
Masterpiece ora tlte Mississippi zo��*zoi9
TO: Michael C. Van Milligen, City Manager
Gus Psihoyos, City Engineer
FROM: Dave Ness, Civil Engineer II �J`>
David Lyons, Sustainable Innovation Consultant
SUBJECT: Proposed Amendment to License Agreement between City of Dubuque
and NVIDIA Corporation and Non-Disclosure Agreement
DATE: December 26, 2019
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. It is also requesting approval of a Non-Disclosure Agreement between the
Parties.
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 AI
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
AI. That research collaboration has gone well.
DISCUSSION
NVIDIA has approached the City with a request to enhance and expand the existing
License Agreement. The expansion would entail the City providing further access to
data and testing/evaluating a city-scale intelligent transportation pilot system. The City
would be installing new servers (authority and budget already provided) and NVIDIA
would be providing eight advanced GPUs (Graphic Processing Units) and a software
stack for installation and testing in Dubuque. The Amendment would also continue and
increase the data use restrictions of the existing License Agreement. Given the
advanced nature of the pilot, the use of advanced technical information and the sharing
of intellectual property, the Parties are also seeking to implement a Non-Disclosure
Agreement.
BUDGET IMPACT
There is no direct budgetary impact to the approval of the proposed License Agreement.
City staff will be using existing budget resources to install two new servers which will be
used for the pilot, and later transferred to other use within the agency. NVIDIA will be
providing eight GPU car�ds to tr�e City fc�r use ir1 the project, with an estimated value of
between $12,000 and $13,000.
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 AI platforms to further accelerate such initiatives. We
would request your approval of the Amendment to the License Agreement and
accompanying Non-Disclosure Agreement.
CC: Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
Chris Kohlmann, IS Manager
I
�
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
Deepu Talla
VP & GM - Edge Computing
1/7/2020
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
Exhibit A—Project Description
The purpose of this pilot is to validate citv-scale AI-based traffic monitorin�. Fi�ure 1 shows the
hi�h-level traffic monitorin�s sv tem.
On-Prem Data Center
CLIENT
��� '4����1 - � : ° ° '
�, � _ -
�a �> ,,: o : °�o
„ , � .�_ °° E
�-�,. y, ' > '.'���,�� °o, �. o0 0 $ a�
�dl�, _f _�,__a . �
Perception Data&Analytics Interac[ion,Con[rol
'� � . c
1fi0
RTSP
camera: DeU R740 Server Sitver+4x Tesla T4s Dell R740 Server Gold+�Tesla T4s
6treams
via ONVIF
Onage
VMS
Fi�ure 1: High level system dia rg am.
The system will receive streamin� video data from approximatelv 160 traffic cameras in
Dubuque. The specific selection of cameras has alreadv been performed. The system will then
process the streamin�video feeds to detect vehicles and use this to measure traffic metrics of
interest such as avera�e speed, and flow rate as observed bv the cameras. The system will also
applv rules to detect anomalous behavior of movement of vehicles such as wrong-way driving,
The system will provide a virtual command center user interface for traffic controllers in the Citv
of Dubuque to use to monitor traffic and be alerted about anomalies.
Software: NVIDIA Software stack that will be installed on Dell R740 Gold and Silver servers.
Citv shall procure and install such servers as Citv's expense. Other resources such as camera
calibration configuration files, etc. to allow for proper functioning of the software stack.
Figure 2 shows the deployment architecture of the proposed NVIDIA Software stack.
�° ���� Q
Cameras
� —�
������������� � ' OcWs��� Ona¢e_ment �
_____________ _____-_-_
i '. ❑xre clorter ��
�__________—_— ... ' — — S= O Commantl
� �� � Center(UI)
...
i Q I
� � �mnaaa 1, saa '_________�
Q
' � '
� �
�
, �
� �
� �-. � , rne:seeearoxe, ,� L"."_. __'_'_"_"
..... ____� Oclm[er Q<Wner
�'_ __ __. — ��
O I Odusrer �.. 5 ercM1� � ��
; ' r,��a� ' '_________'__� , o.�,n.em: :
_.� _, � _-'_'____'_
� � ��""�"'_"
Anaty[ics Server
�� � ��
-Exhibit A,Page 8-
DocuSign Envelope ID: 07BD4F1A-87A4-4D67-960F-E34157CE728A
nvi�iA.
Mutual Non-Disclosure Agreemerrt
This Agreement is made effective as of the Sth day of December, 2019 by and between NVIDIA Corporation, a Delawue corporation, on behalf of
itself and its subsidiaries and the participant identified below("ParticipanY')to assure the protection and preservation of the confidential and proprietary
information to be disclosed between the puties in accordance with this Agreement Each par[y shall ensure that its employees,professional advisors
(such as accountants,attomeys and firtancial advisors),and independent conhactors will not have access to the other party's Confidential Information
unless such persons have a need to know and ue bound by an agreement that is as protective of such Confidential Information as set forth herein.
1. Confidential Information Disclosure."Confidential Information"shall mean any and all technical and non-technical information provided
by either par[y to the other,including but not limited to any hade secret,idea,invention,information,process,techruque,algorithm,computer program
(source and object code), design, drawing formula, model, or test data relating to the disclosing part}'s reseuch projects, work-in-process, future
developments, engineering licenses, manufacturing, muketing servicing financing personnel matters, past, present or future products, sales,
suppliers, clients, customers, employees, investors,inventors, or business, whether in oral, written,grapMq elechoruc or other form. Confidential
Information disclosedin tangible form sktall be muked with a"confidential,""proprietary,"or other similu legend Confidential Information disclosed
orally/visually will be identified as"confidential"at the time of disclosure and will be followed-up in writing to the recipient within thirty(30)days of
disclosure and will containthe appropriate confidentiality markings. No rights or licenses to hademuks,inventions,copyrights or patents or otherwise
ue implied or granted under this Agreement and all rigM,tiTle and interest in the Confidential Information shall remain with the disclosing par[y.
2. Obligations of Recipient. The recipient shall not disclose the Confidential Information to any third party without the prior written approval
of the disclosing party and shall maintain the Confidential Information with at least the same degiee of cue that the recipient uses to protect iTs own
similu categories of confidential and proprietary information, but no less than a reasonable degree of cue under the circumstances. Confidential
Information sktall not be reproduced in any form,except as required to accomplish the intent of trus Agreement RecipienYs obligations with respect
to Confidential Information shall er.pire three(3)yeus after the date of its disclosure to the recipient.
3. Termination of Obligations of Cold'identiality. The recipient shall notbe liable for disclosure of Confidential Information that (a)was in
the public domain at the time it was commurucated to the recipient by the other puty, or entered the public domain subsequent to the time it was
commurucated to the recipient by the other par[y other than by a breach of this Agreement by the recipient;(b)is or was rightfully received or known
by the recipient without restdction on disclosure or any obligation of confidentiality;(c)is or was independenTly developed by employees of recipient;
(d) is or was generally made available to third parties by the disclosing party without restdction on disclosure; or(e) is required to be disclosed in
response to a valid order by a court or other govemmental body, or in response to a trurd par[y request by reason of legal requirements beyond the
reasortable conhol ofthe recipient,provided trtat the recipient provides the other par[y with ten(10)days prior written notice of such disclosure in order
to permit the other par[y to seek confidential heatment of such information.
4. Term and Terminatiort TMs Agreement shall become effective as of the date first set forth above and sktall continue for a period of two
(2)yeus thereafter. Either puty may terminate this Agieement at any time without cause upon written notice to the other puty. All obligations of
confidentiality shall survive the terndnation of ttus Agreement Upon terndnation,if the disclosing par[y so requests,the recipient sktall promptly retum
or deshoy(and certify such deshuction) all Confidential Information it received from the disclosing par[y along with all copies. Any obligations to
return or deshoy Confidential Information or copies sktall not extend to automatically generated computer back-up gathered in the ordinary course of
the recipienYs information technology system procedures,provided that the recipient makes no further use of such copies and as long as the recipient
agrees to protect the Confidential Information until it is retumed or deshoyed,even after the period of protection.
5. No Warralrty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". THE DISCLOSING PARTY MAKES NO
WARRANTIES,EXPRESS,IMPLIED OR OTHERWISE,REGARDING ITS ACCURACY,COMPLETENESS OR PERFORMANCE.
6. ExpoM Res[rictions. Both parties agree to comply with all applicable export and import conhol laws and regulations. Both puties
acknowledge that Confidential Information may be subject to the export conhol laws and regulations of the U.S. and other countdes Each party
confirms that it will not exPort or reexport the other puty's Confidential Information,duecfly or induecfly,either to(i)any countdes that ue subject
to comprehensive U.S. export reshictions(currenTly including but not necessarily limited tq Cuba,Iran,North Korea, Sudari, Syria, and the Region
of Crimea);(ii) any end user who it knows or ktas reason to know will utilize them in the design,development or production of nucleu, chemical or
biological weapons; or(iii) any end user who ktas been proMbited from participating in U.S. export hansactions by any federal agency of the U.S.
govemment.
7. General. TMs Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and
supersedes all prior and contemporaneous understandings and agreements relating to its subject matter. TMs Agreement maynot be changed,modified,
amended or supplemented except by a written instrument signed by both puties. TMs Agreement is neither intended to nor shall it be construed as
creating a joint venture,partnersMp or other form of business association between the puties. Any notices hereunder sktall be given at the address
specified below or at such other address,as a par[y sktall specify in writing. Such notice shall be deemed given upon the personal delivery,or if sent
by certified or registered mail,postage prepaid,then three(3)days after the date of mailing.
AGREED:
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051
By:
Printed Name:
Title:
(By signing above, NVIDIA represents and warrants that NVIDIA has
the authority to enter into this Agreement.)
119632 v3/HN
2kb403!.DOC
2.
Participant: City of Dubuque, Iowa
Address:
By:
Printed Name:
Title:
(By signing above, Participant represents and warrants that Participant
has the authority to enter into this Agreement.)
50 W. 13th St., Dubuque, IA 52001
Ric . Jones
Mayor Pro Tem