Smarter Sustainable Dubuque_Health and Wellness Pilot and Joint DAMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
kital
All- America City
II 111!
2012
SUBJECT: Smarter Sustainable Dubuque - Proposed Health and Wellness Pilot ad
Approval of Joint Development Agreement No. W1259985 and IOC
Licensing and Hosting
DATE: March 27, 2013
Since 2009, the City of Dubuque, IBM Research and a wide range of additional partners
have been conducting advanced sustainability pilots to test and implement systems
designed to reduce costs, conserve resources and improve the local environment and
economy. These efforts have included water, electricity, discards and transportation. A
proposal has been presented to expand the work into Health and Wellness.
Smarter Sustainable Dubuque is part of the City's Sustainable Dubuque Initiative, which
began in 2006 when the Mayor and City Council made it a top priority for the city.
Sustainable Dubuque seeks to make Dubuque a community that meets the
environmental, economic, and social equity needs of its residents today without
reducing the ability of future generations to meet their needs.
When the citizen task force brought its final recommendation for Sustainable Dubuque
to the City Council in 2008, it came with the support of the private, non - profit, and public
sectors, as well as residents because of the grassroots process that had been
implemented at the outset. The Sustainable Dubuque framework has become the lens
through which city operations are developed and analyzed. Likewise, there are
numerous community initiatives active such as Project Hope, Green Vision Schools,
and the Petal Project to name a few, along with businesses that are finding ways to
save money and improve their environment and their community by implementing the
principles that define Sustainable Dubuque.
Dubuque has established itself as a regional and national leader in its ability to
collaboratively partner to achieve community goals. What Dubuque is achieving
collectively today through its Sustainable Dubuque model, is the direct result of the
knowledge and understanding that sustainability is a balanced approach to long -term
life quality. It is a rare approach to life quality where no one in the community is
excluded... everyone who wants to do so, can participate and contribute. That is what is
unique in Dubuque's ability to continue to innovate and transform.
Smarter Sustainable Dubuque is a unique public /private partnership between the City of
Dubuque and IBM Research, the division of IBM responsible for its "Smarter Planet"
campaign. The project was initiated in September 2009 when the City of Dubuque and
IBM announced their intentions to make Dubuque one of the first "smarter" sustainable
cities in the U.S. Since then dozens of additional private and public sector partners
have joined the efforts.
The long -term goal is the development of new "smarter" technologies and
implementation strategies to create a replicable model of sustainability for communities
of 200,000 and under, where over 40 percent of the U.S. population resides. The model
will integrate community engagement and education, more energy - efficient ways of
operating municipal services and buildings, decreased environmental impacts,
increased economic competitiveness and new job creation, increased financial savings,
and a higher quality of life for the entire community.
Smarter Sustainable Dubuque has provided Dubuque residents the information and
tools they need to make smarter choices about resource consumption and achieving
their personal goals. The initiative has engaged Dubuque residents and businesses
who, through advanced technology, have been able to better manage their use of
resources like water and electricity. Now there is an opportunity to expand the Smarter
Sustainable Dubuque Initiative to encompass Health and Wellness, which is perhaps
one of the most critical keys to a community's long term sustainability.
IBM Research and the University of Iowa College of Public Health have proposed a
small initial pilot. The objective of the project is to design, enable and conduct a
wellness pilot, in which IBM will provide access to an aggregate "CityView" Community
Engagement Platform (CEP) and make available mobility and individual
engagement /data collection mobile applications for Android smartphones. This
technology will be combined with a variety of wellness content jointly developed by the
City and IBM.
The City would recruit between 75 and 200 community volunteers to download the
applications to their Android smartphone to conduct an early test as to whether this
combination of new technology and community engagement would assist participants in
achieving personal health and wellness goals.
Through the engagement platform, the volunteers will be able to track their activities
and compare them with their goals and with the results the aggregate group of
volunteers. This interaction is expected to help participants assess the effectiveness of
their chosen actions /activities towards maintaining and improving their wellness. The
results of the pilot will be used by the City, IBM Research and the University of Iowa
College of Public Health to determine the extent to which these new technologies can
improve health and wellness results, and if a larger research project would be feasible.
IBM will be providing for their own expenses for the conduct of this pilot and the City is
2
proposing the hosting of this new pilot and metric analysis through the IBM Intelligent
Operations Center.
The Intelligent Operations Center addresses one of the long -term goals for the City of
Dubuque's on -going sustainability research with IBM - facilitating a common platform for
the development, conduct, reporting, delivery and evaluation of Smarter Sustainable
Dubuque research efforts across the various "silos" of activity (water, electric, travel,
discards, wellness, etc). The City would like to test accomplishing this using the IBM
Citizen Engagement Platform, proposed for the Health and Wellness project.
To support and facilitate the licensing and some of the hosting portions of this project
and use of the Intelligent Operations Center, IBM has worked with a third party
integrator and hosting vendor, Element Blue, to provide access to the underlying
technology to support hosting and software licensing for the Citizen Engagement
Platform.
This IBM research asset Citizen Engagement Platform is developed, hosted, and
supported by IBM Research in the IBM cloud environment. Element Blue will provide a
separate hosted Intelligent Operations Center for Dubuque, which will interact with the
Citizen Engagement Platform to provide a single view of updates and integration into
the system.
Information Services Manager Chris Kohlmann will be the City's project manager for this
activity. The term for this Statement of Work will run through June 30, 2014. The cost
of this service, fifty thousand dollars ($50,000), will be covered by the existing federal
Climate Showcase Communities grant, which provided the City with funds for advanced
technology to support sustainability research and initiatives.
Staff time from Chris Kohlmann, Public Health Specialist Mary Rose Corrigan, Public
Information Officer Randy Peck, Sustainable Community Coordinator Cori Burbach and
others, will be needed to conduct this pilot. The pilot would run from April through
September. A final report will be delivered by IBM at the conclusion of the study.
This pilot would represent a very low risk, low impact means to test the ability for
Smarter Sustainable Dubuque to provide value to Dubuque citizens to achieve their
personal health and wellness goals, advance the public health of the community and
improve the long -term sustainability of the City of Dubuque.
Proceeding with this should have no financial impact on the City's operating or capital
budgets, as the funds proposed to be used are from an existing federal grant for
sustainability technology, and if not expended for this purpose would be returned to the
federal government.
3
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligan
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Randy Gehl, Public Information Officer
Chris Kohlmann, Information Services Manager
Mary Rose Corrigan, Public Health Specialist
Cori Burbach, Sustainable Community Coordinator
David Lyons, Sustainable Dubuque Project Manager
Rick Dickinson, President & CEO Greater Dubuque Development Corp.
4
THE CFI Y OF
DUB E
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: David Lyons, Sustainable Dubuque Project Manager
Dubuque
kettd
All- America City
III/
2012
SUBJECT: Smarter Sustainable Dubuque - Proposed Health and Wellness Pilot and
approval of Joint Development Agreement No. W1259985 and IOC Licensing and
Hosting
DATE: March 26, 2013
INTRODUCTION
Since 2009, the City of Dubuque, IBM Research and a wide range of additional partners
have been conducting advanced sustainability pilots to test and implement systems
designed to reduce costs, conserve resources and improve the local environment and
economy. These efforts have included water, electricity, discards and transportation. A
proposal has been presented to expand the work into Health and Wellness.
BACKGROUND
Smarter Sustainable Dubuque is part of the City's Sustainable Dubuque Initiative,
which began in 2006 when the Mayor and City Council made it a top priority for the city.
Sustainable Dubuque seeks to make Dubuque a community that meets the
environmental, economic, and social equity needs of its residents today without
reducing the ability of future generations to meet their needs.
Smarter Sustainable Dubuque is a unique public /private partnership between the City of
Dubuque and IBM Research, the division of IBM responsible for its "Smarter Planet"
campaign. The project was initiated in September 2009 when the City of Dubuque and
IBM announced their intentions to make Dubuque one of the first "smarter" sustainable
cities in the U.S. Since then literally dozens of additional private and public sector
partners have joined the efforts.
The long -term goal is the development of new "smarter" technologies and
implementation strategies to create a replicable model of sustainability for communities
of 200,000 and under, where over 40 percent of the U.S. population resides. The model
will integrate community engagement and education, more energy - efficient ways of
operating municipal services and buildings, decreased environmental impacts,
increased economic competitiveness and new job creation, increased financial savings,
and a higher quality of life for the entire community.
Smarter Sustainable Dubuque has provided Dubuque residents the information and
tools they need to make smarter choices about resource consumption and achieving
their personal goals. The initiative has engaged Dubuque residents and businesses
who, through advanced technology, have been able to better manage their use of
resources like water and electricity. Now there is an opportunity to expand the Smarter
Sustainable Dubuque to encompass Health and Wellness, which is perhaps one of the
most critical key to a community's long term sustainability.
DISCUSSION
Smarter Sustainable Dubuque has been presented with an opportunity to expand its
research efforts into the issue area of Smarter Health and Wellness. IBM Research and
the University of Iowa College of Public Health have proposed a small initial pilot. The
objective of the project is to design, enable and conduct a wellness pilot, in which IBM
will provide access to an aggregate "CityView" CEP (community engagement platform)
and make available mobility and individual engagement /data collection mobile
applications for Android smartphones. This technology will be combined with a variety
of wellness content (jointly developed by City and IBM).
The technology to deliver this pilot will be Android smartphone based, using two mobile
applications. One application would provide "micro- sensing" technology sensing activity
and movement and a second providing data collection on activities, goals and
comparative "how am I doing" feedback. The City would recruit between 75 and 200
community volunteers to download the applications to their Android smartphone to
conduct an early test as to whether this combination of new technology and community
engagement would assist participants in achieving personal health and wellness goals.
Through the engagement platform, the volunteers will be able to track their activities
and compare them with their goals and with the results the aggregate group of
volunteers. This interaction is expected to help participants assess the effectiveness of
their chosen actions /activities towards maintaining and improving their wellness. The
results of the pilot will be used by City, IBM Research and the University of Iowa
College of Public Health to determine the extent to which these new technologies can
improve health and wellness results, and if a larger research project would be feasible.
IBM will be providing for their own expenses for the conduct of this pilot and City is
2
proposing the hosting of this new pilot and metric analysis through the Intelligent
Operations Center (IOC).
The IOC addresses one of the long -term goals for the City of Dubuque's on -going
sustainability research with IBM - facilitating a common platform for the development,
conduct, reporting, delivery and evaluation of Smarter Sustainable Dubuque research
efforts across the various "silos" of activity (water, electric, travel, discards, wellness,
etc). The City would like to test accomplishing this using the IBM Citizen Engagement
Platform (CEP), proposed for the Health and Wellness project.
To support and facilitate the licensing and some of the hosting portions of this project
and use of the IOC, IBM has worked with a third party integrator and hosting vendor
Element Blue to provide access to the underlying technology to support hosting and
software licensing for the CEP. A proposal outlining the statement of work is attached.
This IBM research asset (CEP) is developed, hosted, and supported by IBM Research
in the IBM cloud environment. Element Blue will provide a separate hosted Intelligent
Operations Center (IOC) for Dubuque, which will interact with CEP to provide a single
view of updates and integration into the system. Specifically, Element Blue will:
• Install and configure the run -time license for IBM Intelligent Operations Center
components for use as part of the Smarter Cities platform for Dubuque.. The
system will be setup in a hosted and managed environment by Element Blue.
• Customize and tailor the standard IOC environment for the city of Dubuque.
• Provide technical support and management of the environment.
• Install and configure IBM Research assets as provided by IBM based on the
Citizen Engagement Platform (CEP) currently under development.
• Assist Dubuque city management in a support role, as necessary, to monitor the
impact of the Citizen Engagement Platform based on provided IBM Research
assets.
Chris Kohlmann, Information Services Manager, would be the City's project manager to
Element Blue for this activity. The term for this Statement of Work will run through June
30, 2014. The cost of this service, fifty thousand dollars ($50,000) will be covered by
the existing federal Climate Showcase Communities grant, which provided the City with
funds for advanced technology to support sustainability research and initiatives.
Staff time from Information Services, Health Services, and Public Information, will be
needed to conduct this pilot. The pilot would run from April through September. A final
report will be delivered by IBM at the conclusion of the study.
RECOMMENDATION
3
This pilot would represent a very low risk, low impact means to test the ability for
Smarter Sustainable Dubuque to provide value to Dubuque citizens to achieve their
personal health and wellness goals, advance the public health of the community and
improve the long -term sustainability of the City of Dubuque.
It would advance the opportunity for coordination and citizen use of sustainability data to
be able to test and implement a central platform for the development, conduct,
reporting, delivery and evaluation of Smarter Sustainable Dubuque research efforts
across the various "silos" of activity (water, electric, travel, and wellness) using the IOC.
Proceeding with this should have no financial impact on the City's operating or capital
budgets, as the funds proposed to be used are from an existing federal grant for
sustainability technology, and if not expended for this purpose would be returned to the
federal government.
ACTION TO BE TAKEN
I respectfully request Council approve the proposed Joint Development Agreement and
associated IOC licensing and hosting agreement.
4
JOINT DEVELOPMENT AGREEMENT
Agreement No. W1259985
License Reference No. L126777
This Joint Development Agreement ( "Agreement ") is between the 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 work on developing a prototype platform for helping
City engage volunteers for a wellness pilot, by using an IBM software platform that
allows cities to engage citizens (referred to herein as IBM Citizen Engagement Platform
"CEP "), and enabling a web portal to access the CEP to provide City management the
ability to monitor the recruitment campaign, analyze the campaign
parameters /performance, and enable volunteers to receive summary information regarding
their wellness and other relevant messages from City; and
WHEREAS, City is willing to identify volunteers among its residents to participate in
this project; provide Data (as defined in Article 1.3) to IBM in an anonymized form; work
with IBM to analyze the results, and provide IBM with feedback on the results
( "Feedback ");
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
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 CEP, the web 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.
1.3 "Data" shall include the following information anonymized by City: volunteer
user identification ( "userids ") for logging into the portal, any information gathered
through other portals (e.g., the "electric" and /or "water" portal) which City wants
published through the CEP, information gathered through the mobility sensing
from volunteer smartphones, information gathered through surveys deployed to
Joint Development Agreement W1259985 Page 1 of 12
License Reference No. L126777
volunteers through the CEP (including surveys from third party vendors hired by
either City or IBM), and any other content which City believes is relevant to
volunteers and wants published through the CEP.
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 applicable SOW. All Payments (as
defined in the applicable SOW) will be paid in U.S. Dollars, and are non-
refundable.
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
on IBM's net income. Taxes paid by City will not be deducted from or credited
against payments due IBM.
Joint Development Agreement W1259985 Page 2 of 12
License Reference No. L126777
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 do all of the following internally: use, reproduce and distribute any
copyrightable materials (other than Software), furnished or developed by IBM
under this Agreement. Any IBM Software will be licensed under separate terms
and conditions.
4.3 City grants to IBM an irrevocable, nonexclusive, worldwide, and fully paid -up
license for any copyrightable materials other than the Data, 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 portals 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.
5.0 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
Joint Development Agreement W1259985 Page 3 of 12
License Reference No. L126777
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 of either party will be the property of IBM. Any Joint
Invention will be owned solely by IBM, and title to all patents issued on it will be
owned solely by IBM. City hereby assigns to IBM all its rights in City Sole
Inventions and Joint Inventions and agrees to execute any documents necessary to
perfect IBM's rights in City Sole Inventions and Joint Inventions. IBM will grant
City the right to internally use City Sole Inventions and Joint Inventions that are
not Software.
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 this
Article 6.0.
6.2 Either party will have the right to immediately terminate this Agreement by
giving written notice of termination to the other party if the other party: 1)
permanently ceases doing business; 2) is adjudged bankrupt or insolvent or files a
petition for bankruptcy, or has a bankruptcy or insolvency proceeding filed against
it which is not discharged within ninety (90) days of filing; 3) goes into
liquidation; or 4) undergoes a change of control by one transaction or a series of
related transactions which results in a third party obtaining, directly or indirectly,
(a) fifty (50) percent or more of the ownership of the outstanding voting shares or
other ownership interest of, and (b) the right to manage the business or control the
disposition of assets of a party. Upon termination of this Agreement by either
party under this Article 6.2, the copyright licenses granted by Article 4.0 to the
bankrupt party or the party undergoing a change of control will terminate;
however, any licenses granted by Article 5.0 will remain in effect.
6.3 If either party to this Agreement violates any material obligation of this
Agreement, then, upon thirty (30) days written notice to the breaching party
specifying such violation, the non - breaching party may terminate this Agreement
without liability, unless the violation specified in the default notice has been cured
within the thirty (30) day notice period. Upon termination of this Agreement by
either party for breach, the copyright licenses granted by Article 4.0 to the
breaching party will terminate; however, any licenses granted by Article 5.0 will
remain in effect.
7.0 Confidentiality
7.1 "IBM Confidential Information" means the Feedback and any technical or
business information about CEP or the portal (including user documentation).
Joint Development Agreement W1259985 Page 4 of 12
License Reference No. L126777
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 parry's
employees.
8.0 Representations, Warranties, Disclaimers, Indemnification and Limitation of
Liability
8.1 City will be solely responsible for the collection of the Data provided by the City,
for determining what Data may and will be provided to IBM under this
Agreement, and for ensuring that the Data is non - confidential.
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 by the City 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.
Joint Development Agreement W1259985 Page 5 of 12
License Reference No. L126777
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, indemnify and hold harmless IBM and IBM's Subsidiaries (as
defined below) for any and all claims by a third party against IBM or its
Subsidiaries where such claims are (i) related to 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,
punitive, special or indirect damages, even if advised of their possibility.
8.7 "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.
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,
Joint Development Agreement W1259985 Page 6 of 12
License Reference No. L126777
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
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.
Joint Development Agreement W1259985 Page 7 of 12
License Reference No. L126777
9.8 Except for claims arising out of Articles 3.0, 5.2, 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
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
Joint Development Agreement W1259985 Page 8 of 12
License Reference No. L126777
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 sane 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
MACIIINES CORPORATION
CITY OF DUBUQUE, IOWA
Name: vent. -T /47477AX. sR. Name:
Title: /7/.ta'Dav Title:
Date: Afie/Y g 20 /3
Joint Development Agreement W 1259985
License Reference No. L1.26777
Date: April 1/ 2013
Page 9of 12
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: April 1, 2013
Joint Development Agreement W1259985 Page 9 of 12
License Reference No. L126777
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. W1259985
( "Agreement ") dated April 1, 2013 between City of Dubuque, Iowa ( "City ") and
International Business Machines Corporation ( "IBM "). This Statement of Work is
effective beginning April 1, 2013, and will remain in effect until September 1, 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 design, enable and conduct a wellness pilot, in which
IBM will provide access to the CEP, and make available separately a mobility
(smartphone) software application and a variety of wellness content, to assist City in
achieving the following goals:
• Recruit volunteers for a wellness pilot being conducted by City
• Enable participation of volunteers to: (i) complete any possible surveys presented,
(ii) review and select wellness action/activity options and set wellness goals, (iii)
receive survey -based and sensor (smartphone- based) feedback information about
their own wellness activities and results against their established goals, and (iv)
compare their individual results to the aggregated activities and results of other
pilot participants.
2.0 Project Description
City will identify volunteers for the wellness pilot using the CEP. IBM will assist City in
disseminating information through the CEP to citizens as part of the recruitment process
in the wellness pilot. Through the CEP, the volunteers will be able to track their
activities and compare them with that of the aggregate group of volunteers. This
interaction is expected to help them assess the effectiveness of their chosen
actions /activities towards maintaining and improving their wellness.
3.0 Responsibilities of the Parties
IBM:
1. Deploy the CEP to assist:
a. City management to launch the wellness recruiting campaign;
Joint Development Agreement W1259985 Page 10 of 12
License Reference No. L126777
b. City management to analyze the recruiting campaign's
parameters /performance (success);
c. Volunteers select actions /activities based on personal preferences and set
goals;
d. Volunteers to input data about their actual actions /activities;
e. Volunteers to access reports analyzing their actions/ activities (based on input
data and data gathered from the physical mobility smartphone application) in
relation to their own goals and the aggregated actions /activities of other
volunteers participating in the project;
f. Volunteers to update their individual profile information so that City may
provide relevant and personalized messages to them via CEP.
2. Analyze the wellness campaign success through the use of CEP in terms of the
impact of volunteer actions on metrics defined jointly by City and IBM including the
level and intensity of engagement, the types and numbers of actions /activities selected
and pursued, etc.
3. Customize and operate the Intelligent Operations Center ( "IOC) licensed by the
City from ElementBlue as an IBM reseller,
4. Provide City with a presentation summarizing the results of the project.
City of Dubuque:
1. Identify and recruit a minimum of 75, but no more than 200, volunteers over the
term of the pilot. The volunteers will be requested to use the CEP portal and
smartphone application and provide feedback on the usability, and utility of the
campaign.
2. Anonymize Data provided to IBM by the City.
3. Assign personnel to work with IBM on this project.
4. Work with IBM to analyze the results of the wellness campaign effectiveness,
using the CEP.
6. Provide IBM with Feedback including without limitation on the final written
report.
4.0 Estimated Schedule
The relevant milestones and estimated completion dates associated with this SOW are as
follows, assuming a project start date of April 1, 2013:
1. Content for Recruitment Campaign finalized: April 1, 2013
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License Reference No. L126777
2. At least 75 but no more than 200 volunteers recruited:
3. Project kick -off with recruited volunteers :
4. Deployment of CEP and recruiting campaign:
5. Deployment of smartphone application:
6. Review of volunteers demographic information,
and adjust efforts as needed to improve alignment.:
7. Wellness Pilot engagement begins:
8. Wellness Pilot ends:
9. IBM delivers summary presentation to City:
5.0 Payment Terms
May 1, 2013
May 9, 2013
May 9, 2013
May 9, 2013
April 22, 2013
May 9, 2013
July 24, 2013
Sept. 1, 2013
Each party will bear its own costs in connection with this SOW. City confirms that City's
arrangements to fund its own expenses do not conflict with the terms and conditions of
this Agreement.
END
Joint Development Agreement W1259985 Page 12 of 12
License Reference No. L126777
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page 1 of 7
March 26, 2013
Statement of Work
IBM Intelligent Operations for Smarter Cities
Hosting and Support
Dubuque
Presented by:
elemenblueTM
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page 2 of 7
Ivlarch 26, 2013
Statement of Work
This section describes the work to be provided by Element Blue under the terms and conditions of the master
services agreement.
Changes to this SOW will be processed in accordance with the procedure described in Appendix A — Project
Change Control Procedure. The investigation and the implementation of changes may result in modifications
to the services schedule, charges, and other terms of this SOW and/or customer agreement.
The following are incorporated in and made part of this SOW:
Appendix A — Change Control Procedure
Project Scope
The IBM Citizen Engagement Platform (CEP) has been designed to help cities engage their citizens on issues
where cities believe the level of engagement can impact outcomes. It serves as a single stop shop for
information, insights and interaction around multiple silos including water, energy, mobility, wellness, and
discard. The City of Dubuque is a living lab and wants to work with IBM Research to try out one of the potential
use cases of this platform for the purpose of improving wellness outcomes for its citizens in a limited trial being
designed.
This IBM research asset (CEP) is developed, hosted, and supported by IBM Research in the IBM cloud
environment. Element Blue will provide a separate hosted Intelligent Operations for a Smarter Cities instance,
which will interact with CEP to provide a single view of updates and KPI's as they are integrated into the
system.
In this project, Element Blue will:
• Install and configure the IBM Intelligent Operations for a Smarter Cities platform for Dubuque in
production mode. The system will be setup in a hosted and managed environment by Element Blue.
• Customize and tailor the standard IOC environment for the city of Dubuque.
o Set -up map and up to 3 users.
• Provide technical support and management of the environment as defined within the support section of
this SOW.
• Install and configure IBM Research assets as provided by IBM based on the Citizen Engagement
Platform (CEP) currently under development.
• Assist Dubuque city management in a support role, as necessary, to monitor the impact of the Citizen
Engagement Platform based on provided IBM Research assets.
Key Assumptions
• The Customer will appoint his own Project Manager, who will provide availability of Customer
resources required for the engagement.
• The Customer Project Manager is responsible for the project documents and deliverables acceptance
and for approving paperwork required for Element Blue to invoice Customer if necessary.
• Element Blue Project Manager will refer to the Customer Project Manager should any problem occur
during the project.
• Element Blue will work with IBM research and the City of Dubuque to ensure that once the IBM
research assets are delivered by IBM, that we can install and configure these assets in the Element
Blue hosted environment and will make all efforts (to the extent of the hours allocated in this SOW) to
make that asset work as intended.
• However, the delivery of IBM research asset (CEP) is out the scope of this statement of work.
Dubuque will work directly with IBM Research to determine the type, function, and delivery schedule of
CEP assets.
• Any issues will be escalated as per the terms in Appendix B.
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page 3 of 7
March 26, 2013
Element Blue Responsibilities
Activity 1: Configuration, Hosting and Maintenance for Production of IOC System
In this activity, Element Blue will:
• Create the Intelligent Operations for Smarter Cities 1.5 instance as a cloud based hosted platform.
• Host the system for 12 months as a turn -key support operation for Dubuque.
• Respond to maintenance and service inquiries within a 4 hour window during Element Blue business
hours.
Completion Criteria
This activity will be completed when:
• The Intelligent Operations Center for Smarter Cities is configured and operational in production mode.
Estimate
• The full term of the activity will cover a 12 month hosting duration, ending approx. June 30, 2014.
Activity 2: Installation, Configuration, and Support of provided IBM Research Components
IBM Research is engaged with the City of Dubuque and working to provide an environment called the Citizen
Engagement Platform (CEP). The CEP will be hosted and managed within the IBM Research cloud; however
some components such as events, and KPI's will be integrated and hosted on the Dubuque Intelligent
Operations Center platform.
In this activity, Element Blue will:
• Install, configure, update, and manage IOC assets as they are provided by IBM Research.
• Installation, configurations, and system updates will occur on a monthly basis as updates occur.
• Host and support these assets as provided by IBM Research.
• Respond to maintenance and service inquiries within a 4 hour window during Element Blue business
hours.
Completion Criteria
This activity will be completed when:
• N /A— Maintenance and updates will occur as required on a scheduled basis. These updates will be
planned and scheduled in coordination with IBM Research. Element Blue will limit ad -hoc update
requests in lieu of formally scheduled maintenance requests.
This SOW does not specify the number, type, or delivery date of IBM Research assets for installation into the
Dubuque hosted Intelligent Operations Center instance. Element Blue will provide a scheduled approach to
managing the assets as they are delivered. Element Blue will work with IBM Research directly to ensure
components are installed, configured and working as expected.
Dubuque's Responsibilities
The completion of the effort depends on the full commitment and participation of the customer's management
and personnel. The responsibilities listed in this section are to be provided at no charge to Element Blue.
Performance is predicated on the following responsibilities being fulfilled by the customer according to the
agreed upon schedule.
Dubuque Project Manager
Prior to the start of this SOW, you will designate a person called your Project Manager who will be the focal
point for Element Blue communications relative to this project and will have the authority to act on behalf of you
in all matters regarding this project. Your Project Manager's responsibilities include:
a. Manage your staff and responsibilities for this project.
b. Serve as the interface between Element Blue and all City of Dubuque departments participating in the
project.
c. Administer the Project Change Control Procedure with the Element Blue Delivery Manager.
d. Obtain and provide information, data, and decisions within three working days of the request unless
you and Element Blue agree in writing to a different response time.
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page 4 of 7
March 26, 2013
e. Resolve deviations from the estimated schedule.
f. Help resolve project issues and escalate issues within your organization, as necessary.
g. Ensure that your staff is available to provide such assistance as Element Blue reasonably requires and
that Element Blue is given reasonable access to your senior management, as well as any members of
your staff to enable Element Blue to provide the Services, if any.
h. Provide all information and materials reasonably required to enable Element Blue to provide the
Services, if any. You agree that all information disclosed or to be disclosed to Element Blue is and will
be true, accurate and not misleading in any material respect. Element Blue will not be liable for any
loss, damage or deficiencies in the Services, if any, arising from inaccurate, incomplete, or otherwise
defective information and materials supplied by you.
i. Make final selection of solution and technical architectures in a timely manner.
Project and Service Detail
The Services will be provided between start dates to be determined by both parties and currently estimated to
be June 1, 2013 ( "Start Date "), and an estimated end date of June 30, 2014 ( "End Date ") or on other dates
mutually agreed to between you and Element Blue. Additionally, installation and configuration of installed
components will begin by May 15th, 2013 to accommodate a June 1st go -live date.
IBM Software License and System Hosting Description
Item
Description
Price
Element Blue hosted environment
including IBM Intelligent Operations
for Smarter Cities software and
support for duration of 1 year.
Five server IOC configurations sized to IBM support
documentation recommendations.
Intelligent Operations for Smarter Cities (1 Premium
License).
Full support and maintained for all required patches.
Four hour call return on help desk calls.
$50,000
Level 1 Support and system management provided by Element Blue.
IBM Software support backed by IBM Passport Advantage license agreement terms.
Hosting and Support Description
Element Blue will provide ongoing hosting and support of the hosted environment. This will include the
following:
• Fully supported hosted solution with platform hardware sizing based on documented recommended
specifications for the IBM Intelligent Operations Center *.
• Maintain required maintenance and IBM support updates as necessary.
• Help desk support to identified Dubuque admin during regular business hours.
o Available Monday to Friday (excluding holidays) from 9am to 5pm CST.
o 1 (855) 4 — IOC HELP available hotline for 1 s level support. **
• Provide standard help desk support to include:
• User Account Support
• Remote and Limited End User Application Assistance
• Issue Escalation
• Trouble ticket management and reporting
• Element Blue will inform Dubuque of planned or scheduled downtime with a monthly reporting
schedule.
• Element Blue will provide after action reporting of unplanned downtime within the monthly report.
• Extended unplanned downtime due to hosting provider service problems or unexpected delays from
Element Blue or IBM Research can be discussed for extending the hosting timeframe beyond the
times outlined in this document. This can be calculated on an ongoing and cumulative basis for any
unplanned outage longer than 24 hours.
* Call Center support is available for IOC Premium or Supervisor user licenses only.
** System will be hosted on Amazon EC2 cloud in the East Coast (Virginia) region.
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page5of7
March 26, 2013
• Perform daily administration functions during normal business hours including: This includes:
— Application management, patches and updates
— Analyze logs and perform log rotations
— Perform System restarts,
— Ensure timely and reliable system administration procedures, such as backup and /or recovery.
— Routine maintenance that requires downtime will occur during off- hours.
Element Blue Service Pricing and Terms
Travel expenses are included within the overall pricing for this SOW. All work will be done off -site at the
Element Blue corporate offices in Houston, TX. For all tasks not included in the scope of this proposal,
Element BI a services will be billed at a blended rate of $150.00 per hour. Any services or tasks outside of
the cost timate provided herein will be approved by Dubuque before they are executed.
Signatuft{ Signature
Rny D Rnnl
Printed Name
Mayor
Title
April 1, 2013
Printed Name
Managing Partner — Element Blue
Title
Date Date
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page 6 of 7
March 26, 2013
Appendix A - Project Change Control Procedure
The following process will be followed if a change to this SOW is required.
(1) Element Blue and you may determine that it is necessary to add additional Services or extend the End
Date. In such event, you may authorize additional funding or End -Date extension by execution of a
Project Change Request as discussed below. If accepted or initiated by Element Blue, such letter or e-
mail shall act as a Change Authorization to this SOW. All other requested changes will require execution
of a Project Change Request as discussed below.
(2) A Project Change Request (PCR) will be the vehicle for communicating change. The PCR must
describe the change, the rationale for the change and the effect the change will have on the project
(3) A PCR must be signed by authorized representatives from both parties to authorize implementation of
the change. Until a change is agreed to in writing, both parties will continue to act in accordance with
the latest agreed version of the SOW.
Element Blue Statement of Work
Dubuque — Intelligent Operations Center Hosting Project
Page 7 of 7
March 26, 2013
Appendix B - Project Escalation Procedure
The following procedure provides a detailed process to follow if resolution to a conflict arising during the
providing of services to this Statement of Work is required.
Whenever a conflict arises between City of Dubuque and ELEMENT BLUE LLC, the project team member(s)
will strive to work out the problem internally.
1. Level 1: If the project team cannot resolve the conflict within three (3) working days, City of Dubuque's
Project Manager, and ELEMENT BLUE LLC's Project Manager will meet to resolve the issue.
2. Level 2: If the conflict is not resolved within five (5) working days after being escalated to Level 1, City of
Dubuque's Executive Sponsor will meet with the ELEMENT BLUE LLC Project Executive to resolve the
issue.
3. During any conflict resolution, ELEMENT BLUE LLC agrees to provide services relating to items not in
dispute, and only to the extent practicable pending resolution of the conflict. City of Dubuque agrees to
pay invoices as per the Agreement