IAM FOUNDING MEMBERSHIP AGREEMENT - 2019SEP6 (003).DOCX
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Institute of Automated Mobility – Founding Membership Agreement This Founding Membership Agreement will establish the governance and operational framework for the Institute of Automated Mobility (IAM), established on October 11, 2018 by Executive Order 2018-09 by Governor Douglas A. Ducey of the State of Arizona. WHEREAS, the IAM is a consortium of global industry, academic, and government members committed to embracing innovation, collaborating in state-of-the-art research, development, testing, and evaluation that advances safety, science, and policy associated with automated driving systems (ADS-equipped vehicles). The IAM is part of the Arizona Commerce Authority. This Agreement between Maricopa County Department of Transportation (“Founding Member”) and the IAM is effective as of October 9, 2019, and constitutes the Parties' current understanding of the general intentions of the Parties with respect to the creation, goals, governance and operation of the IAM. Part I: Governing and Operating Structure 1. IAM Objectives: The IAM and its Members will lead work in four Focus Areas dedicated to advancing ADS safety, science, and policy: Directed Research: Open and Commisioned Implementers Forum for Safety Best Practices Test Network Traffic Incident Management Center 2. IAM Management Structure: Management of the IAM will be organized through a: Leadership Advisory Board: Will consist of not more than two representives each from IAM Founding Members and Leadership-level Members. Will meet bi- annually to identify and approve IAM activities and approve research and spending. Will create and oversee research roadmaps and research thrusts annually for the Open Research Focus Area. Will select Operational Director and Technical Director. At the time that this Agreement is created, the Leadership Advisory Board comprises one or more representatives from each of the following: Arizona Commerce Authority Arizona Department of Public Safety Arizona Department of Transportation Arizona State University Exponent Corporation Intel Corporation Maricopa County Department of Transportation Institute of Automated Mobility – Founding Membership Agreement Page 1 of 8 Northern Arizona University University of Arizona Technical Leadership Team: Will consist of one representative each from Founding Members and Leadership-level Members. Will oversee the creation of the solicitation of Open Research projects that address these roadmaps, the selection of Research Teams, and the day-to-day management of said research. At the behest of the Sponsoring Member for Commissioned Research, will assist in the creation of a Research Team. At the time that this Agreement is created, the Technical Leadership Team comprises personnel from: Arizona Commerce Authority Arizona Department of Public Safety Arizona Department of Transportation Arizona State University Exponent Corporation Intel Corporation Maricopa County Department of Transportation Northern Arizona University University of Arizona 3. IAM Membership Tiers: There are four levels of Membership available: Affiliate: Membership at this level allows the Affiliate Member to attend IAM events and receive IAM-produced reports and press releases. Affiliate Members can participate only in the Commissioned Research sub-Focus area. Government and Non-Profit: Membership at this level includes the privileges of the Affiliate Membership, plus ‘adopter’-level access to the Implementers Forum, participation in the Directed Research Focus Area, as well as access to the IAM Test Network. Standard: Membership at this level includes the privileges of the Affiliate Membership, plus ‘adopter’-level access to the Implementers Forum, participation in the Directed Research Focus Area, as well as access to the IAM Test Network. Leadership: Membership at this level includes the privileges of the Standard Membership, plus participation in the Leadership Advisory Board and Technical Leadership Team. 4. Directed Research Focus Area: Directed Research will be divided into two sub-Focus Areas: (1) Open Research and (2) Commissioned Research. Open Research will be funded through IAM Membership fees. The IAM may also supplement funding through other sources such as from municipal, state or federal grants. All Members have the option to fund Commissioned Research. Research teams will be assembled from across IAM Member organizations interested in participating in the Directed Research Focus Area, including individuals from academic and industry Members. Projects that Institute of Automated Mobility – Founding Membership Agreement Page 2 of 8 include researchers from across multiple organizations, including academia and industry, will be given priority. Open Research: Open Research will be undertaken on behalf of all IAM Members. Research Thrusts: Leadership Advisory Board will establish guiding principles and annual research thrusts for the Open Research sub-Focus Area. Funding: Open Research will be funded by IAM memberships and grants. IAM will pursue the latter either individually or by supporting other submissions, or may play a significant role in larger efforts. IAM will develop an approach to manage funding coming from multiple, fundamentally different Members, to ensure that Members see sufficient return on investment (ROI), without complicating relationships between Members. Research Projects and Teams: The Technical Leadership Team will use the established annual research thrusts to devleop specific projects to be undertaken as part of the Open Research sub-Focus Area, release request for proposals (RFPs) to IAM Members to identify and scope applicable research projects and teams, and execute on said projects. Commissioned Research: Commissioned Research will be available to all IAM Members. Funding: Commissioned Research will be funded solely by the Sponsoring Member. Research Projects and Teams: Commissioned Research will be undertaken on behalf of specific Sponsoring Members at their behest and initiation via RFP released to all Members. The Technical Leadership Team will assist Sponsoring Members to assemble Research Teams. 5. Implementers Forum for Safety Best Practices Focus Area: The IAM will establish a working group called the Implementers Forum to perform pre-competitive collaboration for ADS Best Practices. The IAM recognizes the need for such a group to serve as a technically facilitated workspace to allow select Members to confidentially share safety best practices and safety-related data that benefits the collective ADS industry. The Implementers Forum will regulate its own activities with a few exceptions: Implementers Forum Members will be a subset of the IAM general membership. The Implementers Forum budget will be funded by the IAM out of membership fees. Line item management of Implementers Forum activities will be administered within the Implementers Forum itself. Although the overall Implementers Forum mission statement must be approved by IAM, IAM will not otherwise control the work or activities of the IF. The IAM Leadership Advisory Board will participate in quarterly reviews (technical, financial) of the Implementers Forum activities. Institute of Automated Mobility – Founding Membership Agreement Page 3 of 8 A governing Board of Directors will manage the Implementers Forum. Directors will be elected by Implementers Forum Members. The Board of Directors will have broad powers to: (i) appoint an Executive Director to manage operations and support the work of the Implementers Forum; (ii) establish and oversee the work of working goups and other committees; (iii) appoint technical and leadership chairs, as well as other technical staff for working groups and committees; (iv) approve Implementers Forum budgets and funding levels; (v) approve release of deliverables. The Board of Directors is anticipated to meet regularly, as often as monthly, to oversee the work of the Implementers Forum. 6. Test Network Focus Area: The Test Network vision is that IAM Members (except for ‘Affiliate’) will have access to the Test Network, which will be comprised of four testing resources: Closed Course Test Facilities: Access will be secured to closed course test facilities in Arizona and elsewhere, each with varying and unique capabilities for accommodating testing of ADS. This access includes a single point of contact for reserving usage of a Test Facility as well as on-board data acquisition equipment from the Test Facility. The access also includes data from the Test Facility off- board vehicle data acquisition equipment, including meta-data from all testing. Instrumented Roadways and Intersections: Selected roadways and intersections in Arizona will be instrumented with various sensor suites that will allow for “ground truth”, off-vehicle perspective of ADS performance, as well as communications equipment to allow for connectivity between infrastructure and connected vehicles (CVs). The access includes data from the Instrumented Roadways and Intersections off-board vehicle data acquisition equipment, including meta-data from all testing. Simulation Tool: An open-source simulation tool will be available to IAM Members to use to conduct simulation testing. The tool will allow for the ADS developer to integrate their ADS model and test the ADS response to a scenario selected from a scenario library. HD Maps: An open-source HD map for the state of AZ will be created in order to lower the barriers to ADS testing. A protocol will be developed to allow for updates to be provided by IAM Members in order to create a “living HD map”. 7. Traffic Incident Management Center Focus Area: The Traffic Incident Management Center vision is to build on the success of the AZTech initiative and create a center that allows for collaboration between ADS developers, regulators, state agencies, and first responders in developing state-of-the-art traffic incident management procedures. The Traffic Incident Management Center might include a Test Facility that will be able to simulate a variety of traffic incidents, including crashes, and would enable rigorous Institute of Automated Mobility – Founding Membership Agreement Page 4 of 8 training for the various entities involved in traffic management. The Test Facility would include provisions for accommodating CVs and ADS but not be exclusive to them. Part II: Binding Provisions The parties agree to be bound by the provisions set forth in Part II of this Agreement. These provisions shall survive any termination or expiration of this Agreement. 1. Funding: The IAM will be funded via membership fees, to be paid to and managed by the Arizona Commerce Authority, with oversight by the Leadership Advisory Board. Membership is effective on the date that MEMBER executes this Membership agreement. Membership is automatically renewed on an annual basis, provided that IAM receives the membership fees prior to commencement of the next membership year. Annual membership fees are as follows: Affiliate: $5,000; IAM Leadership Advisory Board will direct the total amount to IAM priorities. Government and Non-Profit: $15,000; $10,000 will be directed to the Member’s desired Focus Area, and the IAM Leadership Advisory Board will direct the remaining $5,000 to IAM priorities. Standard: $50,000; $40,000 will be directed to the Member’s desired Focus Area, and the IAM Leadership Advisory Board will direct the remaining $10,000 to IAM priorities. Leadership: $80,000; $60,000 will be directed to the Member’s desired Focus Area, and the IAM Leadership Advisory Board will direct the remaining $20,000 to IAM priorities. 2. Intellectual Property (IP): Open Research: All IP arising from Open Research activities will be dedicated to the public, and further, IAM will, with respect to software, offer such software through an open source license. Commissioned Research: Ownership of IP arising from Commissioned Research will be subject to the specific agreement between the Sponsoring Member and Research Team. Implementers Forum for Safety Best Practices: All deliverables produced by the Implementers Forum will be released by IAM under a Creative Commons License (or equivalent) and further, IAM will, with respect to software, offer such software through an open source license. Publications will be distributed through IAM and will include acknowledgement of IAM, however, IAM will not have any right to ‘pre- deliverable’ information shared or developed within the Implementers Forum. Institute of Automated Mobility – Founding Membership Agreement Page 5 of 8 2. Costs: Each Party agrees to be responsible for its own costs (personnel, travel, required software and hardware, etc.) of developing and participating in IAM. 3. Disclaimer of Liability: No Party will make any claim against or be liable to any other for any damages, including but not limited to any incidental, consequential, indirect, special damages or lost profits of any kind, arising in any way out of this Agreement. 4. Duration: This Membership Agreement will expire three (3) years from date of execution unless terminated. 5. Termination: Any Party may terminate its participation in this Agreement at its sole discretion for any reason by providing notice in writing to the other Parties at any time prior to the termination date. 6. Reasonable Participation: Each Party will be responsible for making sufficient personnel reasonably available in order to actively participate in the governance and operation of IAM. Institute of Automated Mobility – Founding Membership Agreement Page 6 of 8 SIGNATURES of FOUNDING MEMBERS Arizona Commerce Authority Arizona Department of Public Safety Signature: ____________________________ Signature:__________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Arizona Department of Transportation Exponent Corporation Signature: ____________________________ Signature:__________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Intel Corporation Maricopa County Department of Transportation Signature: ____________________________ Signature:__________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Institute of Automated Mobility – Founding Membership Agreement Page 7 of 8 Arizona State University Signature: ____________________________ Signature:__________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Northern Arizona University Signature: ____________________________ Signature:__________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ University of Arizona Signature: ____________________________ Signature:__________________________ Name: _______________________________ Name: _______________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Institute of Automated Mobility – Founding Membership Agreement Page 8 of 8