2017 11 16 - JWI NCMEC_FINAL_SIGNATURE.PDF

MEMORANDUM OF AGREEMENT
BETWEEN
MARICOPA COUNTY, ARIZONA
AND
NATIONAL CENTER FOR MISSING AND EXPLOITED CHILDREN
This Memorandum of Agreement (MOA) is made between Maricopa County and the National
Center for Missing and Exploited Children (herein after called "NCMEC"), having a place of
business at the Charles B. Wang International Children's Building - 699 Prince St., Alexandria,
Virginia 22314-3175
RECITALS
WHEREAS, Maricopa County has developed the source code for the Justice Web Interface
(JWI) Application;
WHEREAS, Maricopa County's JWI Application consists of a browser application used for
data entry, server application, reporting module and database schema (herein after called the
"JWI Application"); and
WHEREAS, Maiicopa County has developed the JWI Application in conjunction with
Pragmatica Consulting; and
WHEREAS, Maricopa County has developed the JWI Application to enable Maricopa County
agencies, including the criminal justice agencies at Maricopa Courts, to interface with the
NCMEC network; and
WHEREAS, Maricopa County owns, and continues to own the JWI Application; and
WHEREAS, the JWI Application may be of beneficial use by NCMEC; and
WHEREAS, Maricopa County has authorized, free of charge, the use of the JWI Application
to federal, state and local governments through Memorandum of Agreement to permit use and
establish liability and warranty limitations; and
WHEREAS, the National Center for Missing and Exploited Children (NCMEC) has requested
a copy of the JWI Application from Maricopa County for its intended use of accessing criminal
history information; and

NOW THEREFORE, in consideration of the mutual covenants and obligations set forth in this
Memorandum of Agreement, Maricopa County and NCMEC hereby agree as follows:
1) Term: The term of this agreement is September 30, 2017 to September 30, 2022. The
Agreement is effective when executed by the parties. The agreement may be automatically
renewed for two additional 5-year periods, unless terminated in writing as otherwise
provided in this agreement.
2) Purpose: Maricopa County shall provide NCMEC with a copy of the JWI Application and
subsequent updates, as needed to facilitate NCMEC's access to criminal justice information.
3) Ownership and Permitted Use of JWI Application
a) The Parties agree that Maricopa County retains ownership JWI Application, including
all source data, and merely provides a copy ofJWI Application to NCMEC under this
Agreement. It is expressly understood that this Agreement does not convey to
NCMEC any rights, title or interest in the JWI Application. Maricopa County retains
all rights, title, and interest to the JWI Application and source data.
b) NCMEC may use and modify the JWI Application, but NCMEC may not sell, transfer
or convey JWI Application, in its original configuration or as modified by NCMEC,
to any other party or entity without prior express written permission of Maricopa
County.
c) NCMEC shall, to the extent practicable, identify Maricopa County as the owner of
the JWI application in any publication or presentation that involves their use of the
JWI application.
d) If NCMEC makes any changes, additions or enhancements to JWI Application,
NCMEC shall provide a copy thereof to Maricopa County at no charge and Maricopa
County shall own any such changes, additions or enhancements.
3) Duties of Maricopa County
a) Maricopa County shall transfer the copies of the JWI Application to NCMEC at no
charge.
b) Maricopa County shall provide NCMEC with a copy of the JWI Application within
15 days of the effective date of this Agreement.
c) Maricopa County may provide copies of revised JWI Application as updates are
completed and deemed necessary by Maricopa County.
d) At the time of transfer, Recipients shall release Maricopa County and its agents and
employees from all claims and demands associated with the JWI Application arising
out of the its use or performance.

e) Maricopa County acknowledges and attests that it owns the JWI Application and
source data associate therewith and that it has the right, as owner, to transfer a copy
of the JWI Application to NCMEC, as provided herein.
4) NCMEC Acknowledgements
a) NCMEC acknowledges and agrees the copy of the JWI APPLICATION IS
SUPPLIED "AS IS." MARICOPA COUNTY DISCLAIMS ANY IMPLIED
WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE FOR THE SOFTWARE OR ANY PORTIONS
THEREOF FURNISHED HEREUNDER.
b) Nothing in this Agreement shall require Maricopa County, as a result of the transfer
of the copy of the JWI Application, to advertise, or to acknowledge publicly, the
acceptability or suitability of the JWI Application for NCMEC, or any current or
future recipient of the Application.
c) By entering this Agreement NCMEC acknowledges that Maricopa County is the
author and owner of the source code for JWI.
5) This agreement is non-financial. If sufficient funding is not made available to allow a
Party to continue meeting its contractual obligations under this Agreement, that Party shall
so notify the other Parties and the notifying Party may cancel this Agreement and have no
further obligation to the other Parties. In the alternative, the Parties may, by mutual written
agreement, modify this Agreement to reduce the level of compensation, services or other
consideration provided. The Parties may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this Agreement. The Parties shall give written
notice of the effective date of any suspension, amendment, or termination under this
Section, at least thirty (30) days in advance.
6) Termination
a) This Agreement may be terminated for any reason, by any Party by giving (30) days
advance written notification of termination to the other party.
b) Pursuant to A.R.S. §38-511, a party may cancel this Agreement without penalty or
further obligation within three years after execution of the contract, if any person
significantly involved in initiating, negotiating, securing, drafting or creating the
contract on behalf of that party is at any time while the Agreement or any extension
of the Agreement is in effect, an employee or agent of any other party to the
Agreement in any capacity or consultant to any other party of the Agreement with
respect to the subject matter of the Agreement. Additionally, pursuant to A.R.S §
38-511 the party cancelling this Agreement may recoup any fee or commission paid
or due to any person significantly involved in initiating, negotiating, securing,
drafting or creating the contract on its behalf from any other party to the contract
arising as the result of the Agreement.

7) General Provisions
a) Mutual Indemnity. To the extent permitted by law and notwithstanding any liability
insurance or other conditions of this Agreement, each party hereby covenants and
agrees to indemnify, defend and hold harmless the other party, its officers, employees,
contractors and agents for, from and against all suits, actions, legal or administrative
proceedings, claims, demands or damages of any kind or nature relating to this
Agreement which are the result of any act or omission of the party, its officers,
employees, contractors, agents and/or anyone acting under its direction or control
whether intentional or negligent, in connection with or incidental to this Agreement.
b) Notices: All notices required or permitted under this Agreement shall be mailed
certified mail with return receipt to the respective parties at the addresses set forth.
Notices to MARICOPA COUNTY: Notices to NCMEC:
CIO Senior Vice President, COO
David Stevens Michelle DeLaune
Office of Enterprise Technology National Center for Missing &
(OET) Exploited Children
301 S. 4th Avenue, Suite 200 699 Prince Street
Phoenix, AZ 85003 Alexandria, Virginia 22314-3175
Phone:(602) 372-2007 Telephone: (703) 837-6310
Acting ICJIS Director PM — Data Security & Compliance
Stephen Ballance Dan Redifer
620 W. Jackson, Suite 2065 699 Prince Street
Phoenix, Arizona 85003 Alexandria, Virginia 22314-3175
Telephone: (602) 506-1695 _ Telephone: (703) 837-6258
(Remainder intentionally left blank, signatures to follow)

MARICOPA COUNTY NATIONAL CENTER FOR MISSING AND
EXPLOITED CHILDREN
By: BY: dakke
Chairman, Michelle DeLaune,
Board of Supervisors Senior Vice President, Chief Operating Officer
Date: Date: I 116yll
ATTEST: ATTEST:
Clerk of the Board
Date: Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By:
Deputy County Attorney PreKident,-Qeftertti-Gettnsel
Qit-rTic_Latto
Date: Date: OM/ 7