IBM for Smarter Electricity Iowa_Joint DA AmendmentTO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Updated Joint Development Agreement with IBM for Smarter Electricity
Iowa
DATE: October 31, 2012
Dubuque was recently awarded a Department of Energy Smart Grid Data Access Grant
for $500,000. That grant will allow it to expand its Smarter Electricity research work and
to collaborate with two other communities in Iowa (Algona and Cedar Falls). On
September 4, 2012, the City Council approved a Joint Development Agreement with
IBM Research to support this grant. Since that time, two changes have occurred that
need to be reflected in the Agreement. The first is a delay in the implementation dates
and the second is adding a needed software license.
Smarter Sustainable Dubuque Project Manager Dave Lyons recommends City Council
approval of an Amended Joint Development Agreement with IBM Research authorizing
software licenses necessary to proceed with the Department of Energy Smart Grid Data
Access Grant and reflecting a delay in the implementation dates.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
David Lyons, Smarter Sustainable Dubuque Project Manager
Cori Burbach, Sustainable Community Coordinator
THE CITY OF
Dui
Masterpiece on the Mississippi
TO: Michael Van Milligen, City Manager
FROM: David Lyons, Smarter Sustainable Dubuque Project Manager
DATE: Updated Joint Development Agreement with IBM for Smarter Electricity Iowa
SUBJECT: October 30, 2012
Dubuque
Seal
All- America City
11111
2007
INTRODUCTION
Dubuque was recently awarded a Department of Energy Smart Grid Data Access Grant for $500,000. That grant will allow it to
expand its Smarter Electricity research work and to collaborate with two other communities in Iowa (Algona and Cedar Falls). On
September 4, 2012 City Council approved a Joint Development Agreement with IBM Research to support this grant. Since that
time, two changes have occurred that need to be reflected in the Agreement. The first is a delay in the implementation dates and
the second is adding a needed software license. All funding for this agreement continues to be provided by the Department of
Energy grant. This memo seeks City Council approval for this amended Joint Development Agreement.
BACKGROUND
The Smart Grid Data Access Grant has the goal of empowering residential consumers to better manage their electricity use by
enabling access to consumption data by residential customers and their authorized third parties, and providing or supporting the
use of third -party tools and software products that utilize the available data to deliver a value -added service to the customer. The
grant objectives closely support the objectives set by the Smarter Electricity partnership with IBM as part of the Smarter
Sustainable Dubuque project. The Smart Grid Data Access Grant has the goal of empowering residential consumers to better
manage their electricity use by enabling access to consumption data by residential customers and their authorized third parties,
and providing or supporting the use of third -party tools and software products that utilize the available data to deliver a value -
added service to the customer. The grant objectives closely support the objectives set by the Smarter Electricity partnership with
IBM as part of the Smarter Sustainable Dubuque project. In this grant the City of Dubuque is partnering with Alliant Energy, Algona
Municipal Utilities, Cedar Falls Utilities, the Iowa Association of Municipal Utilities (IAMU), and IBM on this Smarter Electricity Iowa
project to pilot and test how Smart Grid - enabled technologies can help consumers to better monitor their electric energy
consumption and make more informed choices about the energy they are using. In orderto be able to expand the existing Smarter
Electricity research and to take advantage of this new grant, the project will need expanded access to the IBM Smarter Electricity
portal and collaboration with the IBM cloud -based analytics system. As part of the initial grant there were funds set aside
($310,000) from the grant for this support from IBM. On September 4, 2012 City Council approved a Joint Development
Agreement that approved the IBM support with a beginning date of October, which IBM and City now wish to move to November.
Additionally, a portion of the project involves specialized software (IBM Intelligent Operations Center) and the attached agreement
provides City with access to three licenses forthis software to use for purposes of the Smarter Electricity project.
RECOMMENDATION
I would recommend approving the amended Joint Development Agreement and authorizations for software licenses necessary to
proceed with the Department of Energy Smart Grid Data Access Grant, with the costs to be covered by such Grant.
ACTION TO BE TAKEN
I respectfully request Council approve moving forward with the grant project and approve the attached Joint Development
Agreement and Software licenses.
License No. L126696
JOINT DEVELOPMENT AGREEMENT
Agreement No. W1259551
This Joint Development Agreement ( "Agreement ") is between City of Dubuque, Iowa,
with an address at 50 W. 13th Street, Dubuque, IA 52001 ( "City "), and International
Business Machines Corporation, a New York corporation, through its T. J. Watson
Research Center, with a location at 1101 Kitchawan Road, Route 134, Yorktown Heights,
NY 10598 ( "IBM ").
WHEREAS, IBM would like to provide a prototype service using Web portals to access
the prototype service running on IBM servers, that would allow City management and
electric utility customers to monitor electric energy consumption on a near real -time basis
in order to better control and reduce the consumption of electric energy ( "Energy
Conservation Portal "); and
WHEREAS, City is willing to provide funding for the project from the Department of
Energy Data Access grant; identify volunteers among its residents to participate in this
project; work with City energy company, Interstate Power and Light Company (an Alliant
Energy company) ( "IPL "), on providing the volunteers' profile and energy consumption
data to IBM in an anonymized form; create and maintain a social media platform and
provide such social media data to IBM in an anonymized form; (all anonymized profile,
energy consumption and social media data from the cities of Dubuque, Algona and Cedar
Falls, shall be the "Data "), interface with the volunteers to answer questions about the
Energy Conservation Portal, work with IBM to analyze the results, and provide IBM with
feedback on the results ( "Feedback "); and
WHEREAS, IBM is willing to work on helping the City partition the volunteers into
groups to analyze how these groups differ in their response to information, insights and
incentives; provide written reports to City on the progress and results of the project; and
demonstrate the Energy Conservation Portal to City and other Iowa government agencies
as agreed by the parties;
NOW, THEREFORE, for good and valuable consideration as stated herein, City and
IBM agree as follows:
1.0 Scope of Work
1.1 The parties will perform the scope of work in any Statement of Work ( "SOW ")
that incorporates by reference this Agreement; the initial SOW is attached hereto
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License Reference No. L126696
as Appendix A. In the event of any conflict between the terms and conditions of
this Agreement and any SOW, the terms and conditions of the SOW will control.
1.2 All components of the Energy Conservation Portal and the Feedback will be
owned by IBM and will be considered IBM Confidential Information in
accordance with the provisions of Article 7.0.
2.0 Technical Coordinators
David Lyons for City, and Milind Naphade, for IBM, are the Technical
Coordinators for this Agreement. Their responsibilities will include exchanging
information with the other party, coordinating any visits, and arranging all other
matters pertinent to this Agreement. Each party may change its Technical
Coordinator by giving written notice to the other party.
3.0 Costs and Expenses
3.1 Payments shall be made as specified in each SOW. All Payments (as defined in
the applicable SOW) will be paid in U.S. Dollars and are nonrefundable.
3.2. Payment will be made by wire transfer to the following account:
Director of Licensing
International Business Machines Corporation
PNC Bank
500 First Avenue
Pittsburgh, PA 15219
Bank Account Number: 1017306369
ABA Routing Number: 043000096
3.3 The License Reference Number shown on the first page of this Agreement must
be included in all communications, including wire transfer payments, tax credit
certificates, letters, faxes and e-mail messages pertaining to the payments made
under Article 3.1.
3.4 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.
3.5 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
City is doing business as the result of the existence of this Agreement or the
exercise of rights hereunder, except that City will not be liable for any taxes based
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License Reference No. L126696
on IBM's net income. Taxes paid by City will not be deducted from or credited
against payments due IBM.
4.0 Copyrights
4.1 "Software" means computer programs, computer program changes, computer
program enhancements, and/or any documentation related to computer programs.
The parties agree that no Software will be delivered by either party to the other
party under this Agreement.
4.2 IBM grants to City an irrevocable, nonexclusive, worldwide and fully paid -up
license to use, reproduce and distribute internally, any copyrightable materials
other than Software furnished or developed by IBM under this Agreement. In
addition, IBM grants to City the right to distribute reports provided by IBM
hereunder to state governmental entities in Iowa and to sublicense the Progress
Reports and the Summary Report identified in Appendix A to IPL and the cities of
Algona and Cedar Falls for IPL and such cities to use, reproduce and distribute
internally.
4.3 City grants to IBM an irrevocable, nonexclusive, worldwide, and fully paid -up
license for any copyrightable materials other than the Data and Software,
furnished or developed by 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
copyrightable materials and their derivative works and to sublicense others to do
any or all of the foregoing.
City grants to IBM an irrevocable, nonexclusive, worldwide, and fully paid -up
license to use, reproduce and distribute the Data furnished by the City under this
Agreement: (i) as necessary to perform the work described in this Agreement; (ii)
to demonstrate the Energy Conservation Portal to third parties; (iii) to publish the
results of the work under this Agreement in scientific journals, and periodicals,
and in conference papers and presentations; and (iv) for internal use for research
purposes. IBM may not sublicense the Data to any third party.
IBM will not take ownership interests in the Data or in any other copyrightable
materials other than the Feedback, furnished or developed by City under this
Agreement. City hereby assigns to IBM all its rights in the Feedback provided by
City to IBM. City agrees to execute any documents necessary to perfect IBM's
rights in Feedback.
5. Inventions
5.1 "Invention" means any idea, design, concept, technique, invention, discovery or
improvement, whether or not patentable, conceived or first reduced to practice
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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 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 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;
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
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License Reference No. L126696
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 remain in effect unless terminated by either party as provided in
Article 6.2 or 6.3 below.
6.2 City may terminate this Agreement and /or any SOW at the end of any calendar
quarter with written notice to IBM sent not less than thirty (30) days prior to the
end of that quarter, on condition that City pay IBM the payment due at the
beginning of the next calendar quarter commencing after the effective date of the
termination.
6.3 IBM may terminate this Agreement and /or any SOW at the end of any calendar
quarter with written notice to City sent not less than thirty (30) days prior to the
end of that quarter.
7.0 Confidentiality
7.1 "IBM Confidential Information" means the Feedback and any technical
information about the Energy Conservation Portal.
7.2 For five (5) years from the date of disclosure, City agrees to hold IBM
Confidential information in trust and confidence for IBM. City will limit
disclosure of the IBM Confidential Information to those of its employees who
have a need to know it. City will use IBM's Confidential Information only for
the purposes of this Agreement.
7.3 Disclosure of Confidential Information will not be precluded if the disclosure is
required by law, but City will give IBM reasonable notice to allow IBM an
opportunity to obtain a protective order. The obligations of Article 7.2 above will
not apply to information that is: (a) already in the possession of City without
obligation of confidence; (b) independently developed by City; (c) publicly
available, or becomes publicly available through no fault of City; (d) disclosed by
IBM without obligation of confidence; or (e) disclosed with the permission of
IBM.
7.4 Each party agrees that the disclosure of its Confidential Information pursuant to
this Agreement does not limit the assignment or reassignment of the other party's
employees.
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7.5 IBM agrees that the Iowa Office of Energy Independence and the Iowa Utilities
Board may have unrestricted access to all City records for purposes of evaluating
the work performed under this Agreement.
8.0 Representations, Warranties, Disclaimers, Indemnification and Limitation of
Liability
8.1 City will be solely responsible for the collection of the Data, and for determining
what Data may and will be provided to IBM under this Agreement.
8.2 City represents and warrants that it has all necessary third party consents to
provide the Data to IBM, and to permit IBM to use the Data as provided in this
Agreement. City further represents and warrants that it has anonymized the Data
delivered to 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 other publicly available information, deduce the personal identity of the
Data subjects.
8.3 Except as provided in Article 8.2, NEITHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, CONCERNING COPYRIGHTABLE
MATERIALS, INVENTIONS, PROTOTYPES, DATA, INFORMATION, OR
OTHER DELIVERABLES SUPPLIED UNDER THIS AGREEMENT, WHICH
ARE ALL PROVIDED "AS IS." EACH PARTY EXPLICITLY DISCLAIMS
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 IN IELLECTUAL PROPERTY RIGHT.
8.4 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
DOES NOT CONSTITUTE BREACH OF CONTRACT.
8.5 City will defend and indemnify IBM and IBM's Subsidiaries if a third party
makes a claim against IBM or its Subsidiaries (i) based on an actual or alleged
breach of City's representations and warranties set forth in Article 8.2 or (ii)
related to the provision of rewards and incentives by City.
8.6 Except for claims arising out of Article 7.0, and indemnification obligations
arising under Article 8.5, neither party will be liable for any consequential
damages, lost profits, lost savings, loss of anticipated revenue, or any exemplary,
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License Reference No. L126696
punitive, special or indirect damages, even if advised of their possibility. IBM's
total cumulative direct damages will not exceed a cumulative total of One
Hundred Thousand Dollars ($100,000).
9.0 General Provisions
9.1 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.
9.2 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.
9.3 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 and addressed as
follows:
IBM
IBM Corporation
1 North Castle Drive, Office 2C -99
Armonk, NY 10504
Attn.: Manager, Business and
Government Relations
City
City of Dubuque, Iowa
50 W. 13th Street
Dubuque, IA 52001
Attn.: David Lyons
9.4 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.
9.5 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, it will not directly or indirectly
export or reexport, at any time, any technology, software and/or commodities
furnished or developed under this Agreement, or any other agreement between the
parties, or its direct product, to any prohibited country (including release of
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License Reference No. L126696
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.
9.6 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.
9.7 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.
9.8 Except for claims arising out of Articles 3.0, 5.0, 7.0, 8.5, or Article 5.0 of a
SOW, 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.
9.9 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.
9.10 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.
9.11 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.
9.12 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.
9.13 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 a U.S. federal court if there is
federal jurisdiction over such proceeding. The 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.
9.14 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
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bind the parties and their successors and assigns, until such obligations are
fulfilled.
9.15 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.
9.16 There are no intended third party beneficiaries to this Agreement.
9.17 This Agreement and its Appendices 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.
9.18 This Agreement may be signed in one or more counterparts, each of which shall
be deemed to be an original and all of which when taken together shall constitute
the same Agreement. Any signed copy of this Agreement made by photocopy,
facsimile or PDF Adobe format shall be considered an original.
By signing below, the parties agree to the terms of this Agreement.
INTERNATIONAL BUSINESS CITY OF DUBUQUE, IOWA
MACHINES CORPORATION
Name: Name:
Title: Title:
Date: Date:
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License Reference No. L126696
APPENDIX A
STATEMENT OF WORK
This Statement of Work Number 001 (this "SOW ") adopts and incorporates by reference
the terms and conditions of the Joint Development Agreement No. W1259551
( "Agreement ") dated , between City of Dubuque, Iowa ( "City ") and
International Business Machines Corporation ( "IBM "). This Statement of Work is
effective beginning November 5, 2012, and will remain in effect until September 14,
2013 unless earlier terminated or extended in accordance with this Statement of Work or
the Agreement (the "Term "). Work performed under this Statement of Work will be
conducted in accordance with and be subject to the terms and conditions of this Statement
of Work and the Agreement, including any Appendices or Attachments.
1.0 Objective
The objective of the project is to provide access to the IBM Energy Conservation Portal
that would enable electric utility customers in the cities of Dubuque, Algona and Cedar
Falls to better control their consumption of electricity, and generate data that could be
used for the analysis of consumption patterns for insights that could help electric utility
customers reduce their consumption.
2.0 Project Description
City will identify volunteers among the electric utility customers in City to participate in
this project. The cities of Algona and Cedar Falls may identify volunteers among their
electric utility customers to participate in the project as well. These volunteers will
specifically authorize their electric energy usage information to be provided to IBM in
anonymized form for use in the Energy Conservation Portal. The community -wide metric
information generated by this project can be used by the cities of Dubuque, Algona and
Cedar Falls to begin estimating consumption baselines, and the aggregated Data will also
be shared with the volunteers so that they can compare and benchmark their personal
usage with that of the entire aggregated volunteer community.
IBM will develop the routines for onboarding Data from all the participating utilities.
IBM will make the portal available to up to 1300 consumers across the cities of Dubuque,
Algona, and Cedar Falls. Figure 1 shows a screenshot for a consumer to understand
consumption, gain insights, engage in conservation activities, connect socially with others
in the experiment and be rewarded for conservation.
This portal access will include functionality including ability to visualize Data over a
period of time, analytics that gives insights into consumption, analytics that compares
consumption with other households with similar profiles and ability to engage in energy
conservation activities and track performance changes over time as well as ability to
connect with the social network, to be set up by the City of Dubuque, around the topic of
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License Reference No. L126696
conservation. This access will be provided for a duration of 11 months during which
IBM Research will create multiple groups of users and subject them to different levels of
information, insights and incentives and evaluate strategies implemented by the cities of
Dubuque, Algona and Cedar Falls for effectiveness. IBM shall have no responsibility
(other than analysis of the Data) for any incentives or rewards provided by the cities of
Dubuque, Algona and Cedar Falls. This portal will also be accessible from smartphones
through the use of a web browser.
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Figure 1: A screenshot of the energy conservation portal to be made available to up to
1300 consumer households in the cities of Dubuque, Algona and Cedar Falls.
3.0 Responsibilities of the Parties
IBM:
1. Work on onboarding Data from all three utilities and ingest it into the portal that
would
a. allow city management of Dubuque, Algona and Cedar Falls to understand the
electrical energy consumption patterns and sustainability footprint of the
volunteers participating in the project;
b. allow Dubuque, Algona and Cedar Falls and participating volunteers to
visualize, interact, and understand their electrical energy consumption patterns
and sustainability footprint in comparison with that of the other volunteers
participating in the project;
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c. provide access to participating volunteers to the consumption patterns of other
volunteers only in the aggregate, and not on an individual participant basis.
2. Work on onboarding Data from all three utilities and analyzing how various groups
of consumers perform when presented with information, insights, incentives and
social interaction.
a. data processing and data management to prepare the Data and then enter it
into the Energy Conservation Portal;
b. exploratory analysis on the behavior patterns of various groups of
volunteers when presented with varying degrees of information, insights,
incentives and social interaction.
3. Make available the following IBM technology for use by IBM during the project:
IBM Cloud Service
IBM Smarter City Sustainability Model Software
Infosphere DataStage
DB2
Websphere Application Server
SPSS
Tivoli Access Manager Webseal
4. Provide City with written progress reports within twenty (20) days after the end of
each calendar quarter, summarizing the work performed, the results achieved, and
the resources assigned to work on the project during the prior quarter ( "Progress
Reports ").
5. Provide a written report analyzing Citywide consumption patterns and across city
comparisons ( "Summary Report").
6. Demonstrate the Energy Conservation Portal to City and other Iowa government
agencies as agreed by the parties.
City and Utilities:
1. Recruit up to one thousand three hundred (1,300) electric utility customer
volunteers to participate in the project.
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2. Provide IBM with access to a data warehouse that will store Data as frequently as
one reading every fifteen minutes.
3. Provide other available Data, on the households of the volunteers participating in
the project, such as the size of the house, the number of rooms, the number of
windows and doors, the age of the house, appliances, and family size and ages.
4. Provide personnel to interface with volunteers to answer questions about the
project, their service or their usage.
5. Run the social network interaction where consumers will be able to connect with
information, insights and interaction.
6. Work with IBM to analyze the results, and provide IBM with Feedback
on the results.
7. Be responsible for any rewards or incentives provided to volunteers.
4.0 Estimated Schedule
IBM will provide the following reports assuming a project start date of November 6,
2012:
Feb. 1, 2013 Onboarding progress of Data sources from utilities
May 1, 2013 Aggregate consumption and behavior patterns
September 14, 2013 Final results of analysis and evaluation of behavior
5.0 Payment Terms
In consideration of the joint development work performed under this Appendix A, and the
rights and licenses granted by the parties under the Agreement, City shall pay to IBM the
total amount of Two Hundred Twenty Five Thousand U.S. Dollars ($225,000) as shown
in the payment schedule below ( "Payments ").
Date of Payment
Payment Amount
November 5, 2012
$ 61,000
February 1, 2013
$ 61,000
May 1, 2013
$ 61,000
August 1, 2013
$ 42,000
TOTAL
$225,000
END
Joint Development Agreement W1259551
License Reference No. L126696
Page 13 of 13
Attachment for IBM Software Non- Production Licenses
The purpose of this Attachment for IBM Software Non - Production Licenses (the
"Attachment ") is to provide the terms and conditions to customers for certain non - production
licenses acquired for use only in a test and development environment ( "Non- Production
Licenses ").
The terms of this Attachment are in addition to and may modify (for the purposes of this
Attachment only) those of the Associated Documents (defined below) which govern the
acquisition of the IBM Programs subject to this Attachment. Except as modified herein, all other
terms of the Associated Documents remain in full force and effect. Capitalized but undefined
terms contained herein shall have the meaning set forth in the Associated Documents. You
accept the terms of this Attachment by signing it.
The following comprise the "Associated Documents ":
1. IBM International Passport Advantage Agreement ("PA ")
2. IBM International Program License Agreement ( "IPLA ").
I. Term
This Attachment shall remain in effect as long as the IPLA governing the Programs subject to this
Attachment remains in effect.
II. IBM Programs
The following table specifies the IBM Programs subject to this Attachment and the associated
quantities:
Part
Number
Program Description
Quantity
DOKO8LL
IBM Intelligent Operations Center User Value Unit
License + SW Subscription & Support 12 Months
3
III. Terms and Conditions
Non - Production Licenses subject to this Attachment may be deployed only in a test and
development environment for non - production activities, including but not limited to, internal
development, testing, performance tuning, fault diagnosis, internal benchmarking, problem
solving, staging and Quality Assurance (QA) activities up to the acquired authorized level of use
in the Proof of Entitlement.
IV. General
IBM may audit your compliance with this Attachment per the terms of the Associated Documents.
IBM may terminate this Attachment and your license if you fail to comply with the terms of this
Attachment and/or the Associated Documents.
The terms of this Attachment are confidential and you will not to disclose the terms of this
Attachment to any third party without IBM's prior written approval, unless required by law.
PDFConv ert. 4616.1.Non_Production_L icense_Attachm ent_Dubuque -2. docx
1
If there is a conflict among terms of this Attachment and those of
the purposes of this Attachment, those of this Attachment prevail.
The parties agree that this Attachment, including all Associated
agreement between us and replaces any prior oral and /or written
concerning this subject matter. By signing below, the parties
Attachment and the Associated Documents.
Agreed to:
City of Dubuque
an Associated Document, for
Documents, is the complete
communications between us
agree to the terms of this
Agreed to:
INTERNATIONAL BUSINESS MACHINES
CORPORATION
By: By:
Authorized Signature Authorized Signature
Name (type or print): Name (type or print):
Date: Date:
Customer number:
Customer address:
PDFConvert. 4616.1 .Non Production License Attachment Dubuque -2. docx
2
International Business Machines Corporation
International Business Machines Corporation, PO Box 643600, Pittsburgh, PA 1 52 64 -3 600
IBM Software Quotation
Attn: Chris Kohlmann
City of Dubuque
1300 Main Street
DUBUQUE IA 52001
UNITED STATES
Passport Advantage Site Number: 3480190
Quotation SVP Level: GV
Dear Customer:
Thank you for your inquiry regarding IBM Software.
06- Oct -2012
MIMMIM
Any and all prices herein are suggested prices only and are subject to change at IBM's sole discretion. Products listed herein are
subject to withdrawal or modification by IBM at any time at IBM's sole discretion. Final coverage dates for new license, Software
Subscription and Support reinstatement, and Software Subscription and Support renewal part numbers will be based upon IBM's
acceptance of the order, and as specified in the applicable agreements, irrespective of the dates which may appear in this quote.
This quotation is valid from 06- Oct -2012 and will expire on 31- Oct -2012.
Your order will be governed by and is subject to the terms of your Passport Advantage Agreement or the Passport Advantage
Express Agreement, as applicable, against which this transaction will be placed.
If you need assistance with placing your order or wish to discuss your quotation, please contact the IBM Representative noted
below.
Yours sincerely,
Greg Rader
Phone Number: 1- 405 - 826 -1266
Fax Number: 1- 845- 264 -6549
E -mail Address: greg.rader @us.ibm.com
Page 1 of 2
International Business Machines Corporation
International Business MlM(whinesCoiporation, PO Box 643600, Pittsburgh, PA 15264 -3600
Quotation Number: 15923880
IBM Contact: Greg Rader
Phone Number: 1- 405- 826 -1266
Passport Advantage Site Number: 3480190
Quotation SVP Level: GV
Customer:
Attn: Chris Kohlmann
City of Dubuque
1300 Main Street
DUBUQUE IA 52001
UNITED STATES
iM1 'Mr
Quote Effective Date: 06- Oct -2012
Quote Expiration Date: 31- Oct -2012
Item
Part Number
Quantity
Points
Unit SVP Price
Discounted Price
Extended Amount
IBM Intelligent Operations Center User Value Unit License + SW
Subscription & Support 12 Months
001 DOK08LL 3 1,572.00
100,300.00
28,333.33
85,000.00
06- Oct -2012 - 31- Oct -2013
Applicable tax will be recalculated at the time
of order processing.
Total Points: 1,572.00
Subtotal in USD:
85,000.00
Total in USD:
85,000.00
Your order is governed by and subject to the terms of your Passport
Advantage Agreement
or the Passport
Advantage Express
Agreement, as applicable, against which this transaction will be
placed.
Useful/Important Web resources:
Passport Advantage information, customer secure site access, training, etc.: ibm .com /software/passportadvantage
IBM's International Program License Agreement and product License Information documents: ibm.com /software /sla
IBM Software Support Web site: ibm.com /software /support
IBM Customer Number: Unknown
Page 2 of 2