IBM Joint Development Agreement with City_Iowa Power Fund_Amendment 2Masterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Joint Development Agreement between the City of Dubuque and
International Business Machines Corporation
DATE: June 1, 2010
Dubuque
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City Attorney Barry Lindahl recommends City Council approval of Amendment 2 to the
Joint Development Agreement between the City of Dubuque and International Business
Machines Corporation in order to conform the Joint Development Agreement to
language in the final contract between the City of Dubuque and the Iowa Power Fund
Board.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Michael C. Van Milligen
THE CITY OF
DUB'UE MEMORANDUM
Masterpiece on the Mississippi
BARRY LIND
CITY ATTORNEY
To: Michael C. Van Milligen
City Manager
DATE: May 21, 2010
RE: Joint Development Agreement between the City of Dubuque and
International Business Machines Corporation
The attached Amendment 2 to the Joint Development Agreement between the City of
Dubuque and International Business Machines Corporation is necessary to conform the
Joint Development Agreement to language in the final contract between the City of
Dubuque and the Iowa Power Fund Board.
I would recommend that Amendment 2 be submitted to the City Council for
consideration and approval.
BAL:tls
Attachment
cc: Dave Lyons, Smarter Sustainable Dubuque Project Coordinator
F: \USERS \tsteckle \Lindahl \IBM Power Fund -AMI Pilot Project\ MVM_ JointDevAgreementAmend2 _052110.doc
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET DUBUQUE, IA 52001 -6944
TELEPHONE (563) 583 -4113 / FAx (563) 583 -1040 / EMAIL balesq @cityofdubuque.org
AMENDMENT 2
TO
JOINT DEVELOPMENT AGREEMENT W1055610 / L105986
The parties agree that Joint Development Agreement W1055610 / L105986, entered into by the City
of Dubuque, Iowa and Internation Business Machines Corporation on April 13, 2010
( "Agreement "), be further amended effective as of the date this Amendment No. 2 is signed by the
last signatory ( "Amendment No. 2 Effective Date "), as follows:
1. Article 1.3 — Article 1.3 of the Agreement is deleted in its entirety, and replaced with the
following:
"For a period of three (3) years after the expiration of this Agreement, IBM agrees that IBM
Research will make available to any Iowa governmental entity (State, county or local), the
Prototype Service developed under this Agreement in accordance with terms and conditions
to be agreed upon by the governmental entity and IBM, for the sole purpose of monitoring
electric energy consumption during the term of such entity's contract with IBM.
"In the event the Iowa governmental entity is not referred to IBM by City, or by the Iowa
Power Fund or Iowa Office of Energy Independence acting on behalf of City, IBM will
charge the governmental entity requesting the Prototype Service IBM Research's then
current rates for the Prototype Service.
"If the Iowa governmental entity is referred to IBM by City, or by the Iowa Power Fund or
the Iowa Office of Energy Independence acting on behalf of City, IBM will not charge the
referred governmental entity for the Prototype Service; however each such referred
governmental entity will be required to pay IBM Research for: (i) any customizations that
need to be made to the Prototype Service, and (ii) use of the IBM Cloud Service, IBM
Smarter City Sustainability Model Software, and any other Software necessary to run the
Prototype Service (including, without limitation, IBM's Infosphere Information Server,
DB2, Cognos and Websphere Application Server), in each case, at the then current rates for
IBM Research.
"If IBM has received a referral from City, the Iowa Power Fund or the Office of Energy
Independence prior to the expiration of the three (3) year referral period described above,
IBM agrees that it will treat such referrals as referred by City for purposes of this Article 1.3
if an agreement between IBM and the other Iowa government entity is signed by both parties
during the three (3) year referral period, or within six (6) months after the end of the three
(3) year referral period. In the event an agreement is not executed between IBM and the
referred Iowa government entity during this three (3) year and six (6) month period, IBM
1
will charge the governmental entity IBM Research's then current rates for the Prototype
Service. IBM agrees to negotiate the agreements with the referred government entities in
good faith."
2. All other terms and conditions of the Agreement remain unchanged and in full force and
effect.
By signing below, the parties agree to the terms of this Amendment No. 2.
INTERNATIONAL BUSINESS CITY OF DUBUQUE, IOWA
MACHINES CORPORATION
Date: May 22, 2010
„I/ 5 Ka ./6„.
Kenneth J. Keating, Jr.
Director, Business Development
2
Name: 'loy D. Buol
Title: Mayor
AMENDMENT 2
TO THE
JOINT DEVELOPMENT AGREEMENT W1055610
The parties agree that Joint Development Agreement W1055610 entered into by the City of
Dubuque, Iowa and Internation Business Machines Corporation on April 13, 2010 ( "Agreement "),
be further amended effective as of the date this Amendment No. 2 is signed by the last signatory
( "Amendment No. 2 Effective Date "), as follows:
1. Article 1.3 — Article 1.3 of the Agreement is deleted in its entirety, and replaced with the
following:
"For a period of three (3) years after the expiration of this Agreement, IBM agrees that IBM
Research will make available to any Iowa governmental entity (State, county or local), the
Prototype Service developed under this Agreement in accordance with terms and conditions
to be agreed upon by the governmental entity and IBM, for the sole purpose of monitoring
electric energy consumption during the term of such entity's contract with IBM. In the event
the Iowa governmental entity is not referred to IBM by City. or by the Iowa Power Fund or
Iowa Office of Energy Independence, acting on behalf of City, IBM will charge the
governmental entity requesting the Prototype Service IBM Research's then current rates for
the Prototype Service.
If the Iowa governmental entity is referred to IBM by City, or by the Iowa Power Fund or the
Iowa Office of Energy Independence. acting on behalf of City, IBM will not charge the
governmental entity for the Prototype Service; however each such governmental entity will
be required to pay IBM Research for: (i) any customizations that need to be made to the
Prototype Service, and (ii) use of the IBM Cloud Service, IBM Smarter City Sustainability
Model Software, and any other Software necessary to run the Prototype Service (including,
without limitation, IBM's Infosphere Information Server, DB2, Cognos and Websphere
Application Server), in each case, at the tehn current rates for IBM Research.
"If IBM has received such a referrals from City. the Iowa Power Fund or the Office of
Energy Independence prior to the expiration of the three (3) year time referral period
described above, IBM agrees that it will treat such referrals as referred by City for purposes
of this Article 1.3 if an agreement between IBM and the other Iowa government entity is
signed by both parties during the referral period, or within six (6) months after the end of the
three (3) year referral period. In the event an agreement is not executed between IBM and
the referred Iowa government entity during this three (3) year and six (6) month period. IBM
will charge the governmental entity IBM Research's then current rates for the Prototype
1
Service. IBM agrees to negotiate the agreements with the referred government entities in
uood faith."
2. All other terms and conditions of the Agreement remain unchanged and in full force and
effect.
By signing below, the parties agree to the terms of this Amendment No. 1.
INTERNATIONAL BUSINESS CITY OF DUBUQUE, IOWA
MACHINES CORPORATION
Name: Name:
Title: Title:
Date: Date:
2