HomeMy WebLinkAboutIdaho Information Consoritum First AddendumFIRST ADDENDUM TO
MASTER AGR-EEMENT FOR PROFESSIONAL SERVICES
This FIRST ADDENDUM TO MASTER AGREEMENT FOR PROFESSTONAL
SERVICES ("First Addendum"), is made and entered into this -( duy of A/lavt.h .2019,
by and the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho ("City") and ldaho Information Consortium, whose business address is 999 Main Street,
Suite 910, Boise, ldaho, 83702 ("Contractor") (collectively, "Parties").
WHEREAS, on February 2,2019, City and Contract entered into a Master Agreement
for Professional Services ("February 2,2010 Agreement");
WHEREAS, Contractor has requested the addition of a provision regarding intellectual
property,
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the February 2,2010 Agreement, City and Contractor hereby agree and
contract as follows:
I. Provision added. A new section, Section 25, shall be added to the February 2,2010
Agreement, to read as follows:
25. Intellectual Property Rights: Application object code, source code, documentation and
all files developed by the Contractor, together with all updates and revisions, shall be the
intellectual.and tangible property of the Contractor. During the term of this Agreement,
Contractor will provide access to the functionality of the National Information
Consortium ("NIC") Electronic Services, for the services provided under the
corresponding Task Order. Access to the NIC Electronic Services for Contractor shall
terminate upon termination of this Agreement; provided, however, that City or any
subsequent contractor operating the Portal may contract for NIC Electronic Services
separately and apart from Contractor. This Agreement does not convey to City any rights
to have or to make copies or archival copies of any software used by NIC in the MC
Electronic Services during the term of the Agreement or following its termination or
expiration.
Upon the termination of this Agreement, Contractor shall grant to City a perpetual, For
Use Only, fully paid-up, non-exclusive, license to host (in object code only), copy,
modify, enhance, use, and execute the software and source code created pursuant to all
Task Orders, subject to the limitations of this Agreement. Specifically, subject to the
above limitations, City will have the right to: (i) make copies of the software and source
code, for archival, testing or back-up purposes, or for development of modifications and
enhancements for the purposes specified in Task Orders; (ii) modify software or source
code as may be required or desirable for the maintenance or enhancement or to create
derivative works (;Modifications") of the software or the Portal, provided that such
Modifications shall be owned by Contractor and licensed to City pursuant to the post-
termination license grant above, For Use Only license grant above; (iii) load the software
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on any City systems: (iv) use City employees or Authorized Contractors to maintain,
repair, modify or enhance the software and source code for the uses specified in Task
Orders; and (v) allow users access to the functions of the software (but not the source
code) through the Portal solely for uses specified in Task Orders.
License rights to third-party software used to operate the Portal shall be transferred to the
City by Contractor to the extent permissible under the applicable third-party license
terms. Software that is third-party software and which is not transferrable to the City shall
be identified and described by Contractor on a list at the time of Agreement termination
or at any other time as specified by the City during the term of the Agreement. Contractor
makes no warranties with respect to third-party software and other materials, and the only
warranties the City receives are the transferable warranties, if any, made by third-party
licensors and vendors.
II. All other provisions in effect. Except as expressly modified by this First Amendment or
other duly executed addenda, all provisions of the February 2,2070 Agreement shall remain
in full force and effect. No other understanding, whether oral or written, shall be deemed to
entarge, limit or otherwise affect the operation of the February 2,2010 Agreement or this
First Amendment thereto.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by
their duly authorized officers to be effective as of the day and year first above written.
CITY OF MERIDIAN IDAHO INFORMATION
GeneralManager
By:
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By: