2007-60COOPERATIVE RESEARCH AGREEMENT
This Agreement is made this 1st day of March - 2007 by and between the University of Central Florida,
on behalf of its Board of Trustees, located at 12201 Research Parkway, Ste. 501, Orlando, Florida 32826
(hereinafter called "UNIVERSITY ") and the Clermont Police D@parbwnt having an office located at 865 W.
Montrose St. Clermont, FL 34711 (hereinafter called "AGENCY").
A. Overview of the LAW ENFORCEMENT DATA SHARING PROGRAM
The UNIVERSITY and the AGENCY desire to join together in a cooperative effort to support the Law
Enforcement Data Sharing Program (hereinafter called "PROGRAM ") supported by the College of Health and
Public Affairs, Department of Criminal Justice and Legal Studies (hereinafter called "COHPA ") at the
UNIVERSITY's Orlando, Florida campus.
The goal of the PROGRAM aims to (1) establish a consortium of crinunal justice agencies that will
participate in a cooperative manner to address critical technology requirements and coordinate cost - effective
solutions; (2) foster niter- agency technology development and application coordination; (3) develop software and
networking solutions to allow the inter jurisdictional sharing of information such as: pawn data, persons data,
vehicle data, field interrogation card data, and other data sets related to public safely; and (4) continue to develop
an operational data - sharing model that can be used for regional, state, and nationwide implementation.
The PROGRAM will be operated by certain faculty, staff, and students of the UNIVERSITY. The
PROGRAM will be supported by local and state law enforcement agencies and the UNIVERSITY.
UNIVERSITY and/or each sponsoring AGENCY shall be free to conduct its own research in the PROGRAM
and no result of such research shall be affected by this Agreement.
B. Participating Agencies
Agencies participating in the program and having access to the data stored and provided by this data -
sharing model shall be law enforcement Agencies as defined by Chapter 943, F.S. Each agency shall designate
within its organization, those individuals who shall have access to the data and shall ensure that there are
adequate safeguards and polices in place to protect the data from illegal or unauthorized disclosure. Each
AGENCY will ensure that the users of the system at their agency have reviewed and are familiar with the privacy
policy approved by the Law Enforcement Data Sharing Steering Comuaittee. Agencies shall ensure that no
information exempt from Chapter 119, Florida Public Records Act and Federal Regulations dealing with 28 CFR
Part 23, is released to non -law enforcement entities.. Failure to comply with this section may be cause for
termination of access to the data and forfeiture of any funding provided by said Agency up to the date of
termination.
C. Sponsorship
Any AGENCY, interested party, or any research and development organization, may, by signing a
similar agreement, become a sponsor of the PROGRAM consistent with applicable state and federal laws and
University policies. Each AGENCY will sign a similar agreement of like form and content to this Agreement. To
ensure that all AGENCIES are treated alike, the UNIVERSITY agrees that no substantive modifications or
alterations will be made to this Agreement unless a majority of the signatory AGENCIES consent to such
changes.
In accordance with the fee schedule as identified in the .PROGRAM's Operational Plan, AGENCY
agrees to contribute S 1445.33 for the first 7 months in support of the PROGRAM and thereby becomes a
sponsor.
Upon execution of this Agreement, the AGENCY will receive from UNIVERSITY, for each term of the
contract, the computer application known as FINDER which will facilitate the AGENCY to share information
with other consortium members. The FINDER application will be installed on a specified computer server within
the AGENCY along with the FINDER data transfer and load software. This software is necessary to transfer
data sets from the AGENCY'S Records Management Syste n to the FINDER application. Upon request the
UNIVERSITY will provide the AGENCY with access to the source code and documentation for FINDER,
subject to the limitations set forth in Article F.5 ofd is Agreement. The AGENCY will also be provided with
standard upgrades made to the FINDER application, technical support, and maintenance of the application
during each term of the contract.
The results of PROGRAM research will be made prmVdy and equally available to all sponsoring
AGENCIES. Ownership of patents and copyrights of software that result from PROGRAM research will remain
with UNIVERSITY, as per terns of this Agreement.
Sponsoring AGENCIES have the option tc contract w ith UNIVERSITY for individual research projects
that are proprietary in nature. Separate research agreements will be negotiated for these proprietary projects, and
said agreements will not be subject to the terns and conditions of this Agreement.
D. Steering. Committee
There will be a Steering Committee (COMMITTEE) for the PROGRAM composed of one
representative and one alternate, if desired, from each sponsoring AGENCY. The COMMITTEE will make
recommendations to UNIVERSI TY's Representative, Dr. Mike Reynolds, concerning: (a) the research projects
to be carried out by the PROGRAM, and N the apportionment of resources to these research projects. The final
decision will rest with UNIVERSITY's Representatives.
The members of the Committee shall review and approve operating procedures for the committee and for
the participating agencies so long as those procedures do not conflict with the terms and conditions of this
Agreement or State or Federal law.
E. Publications/Confidentiality
UNIVERSITY reserves the right to publish in scientific journals the results of research under the
PROGRAM. Any and all research generated in conjunction with this Agreement and/or the PROGRAM shall be
subject to unrestricted publication or dissemination, provided that such publication or dissemination will not
compromise patent or other intellectual property rights of inadvertently divulge proprietary information. Any pre-
publication or dissemination review shall be limited to consideration of such patent or other intellectual property
rights and proprietary information concerns and shall be concluded with a period not to exceed thirty (3 0) days.
UNIVERSITY agrees to safeguard any confidential material and data supplied to it by AGENCY
to the same extent it safeguards its own and in accordance with state law and specifically but not limited to
Chapter 119 of the Florida Statutes.
F. Intellectual Property
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1. Background Technology
Background Technology means individually and collectively all inventions, improvements
and/or discoveries, patentable or un- patentable, copyrightable or un- copyrightable, including but not
limited to mask works, computer software, both object and source code, data bases and works of
Authorship, which were in existence, prior to the effective date of this Agreement. For the purposes of this
Section, the "Making" of inventions shall be governed in accordance with 35 USC Section 101 et spg.
All potentially patentable inventions oonsidered as Background Technology that were
developed by UNIVERSITY prior to the first AGENCY signing this Agreement are not part of this
Agreement and are not available to sponsoring AGENCIES through this Agreement, except for specific
licensing agreements to be approved by the UNIVERSITY.
2. Inventions
Any invention conceived or first reduced to practice in the course of research conducted by
UNIVERSITY personnel in the PROGRAM shall be owned by the UNIVERSITY. Inventions
which result from funding support from the United States Government, if any, shall be
administered in accordance with federal patent law.
3. Software
It shall be the right of the UNIVERSITY that software developed by the UNIVERSITY
shall be copyrighted and owned by UNIVERSITY if UNIVERSITY so chooses. AGENCY shall
have a nonexclusive, nontransferable, non - commercial, royalty -free license, without right to
sublicense, for all software developed by the UNIVERSITY, unless it is determined by the
UNIVERSITY to place such software in the public domain.
4. Results of Research
UNIVERSITY hereby grants to AGENCY a royalty -free, nonexclusive, non - commercial,
perpetual, irrevocable license to use the results of the research produced by or for the
UNIVERSITY under this Agreement. AGENCY shall have the right to use such results of the
research in its own operations. Redistribution and resale shall be at the discretion of the
consortium steering committee.
5. Source Code and Application Components
Upon execution of this Agreement, UNIVERSITY will provide to AGENCY, if requested,
all application source codes. The source code and all application components are for the sole use
of the requesting agency and can not be distributed to any other party for any purpose. Source
Code shall be exempt from public disclosure as specified in Section 119.071 of the Florida
Statutes.
G. Term and Termination
The term, for the first year of this Agreement is 7 months, commencing on March 1, 2007 and
continuing through September 30, 2007 Thereafter, AGENCY will be asked to renew for an additional two
(2) years. The parties recognize that these monies shall be funded with monies from grant #2006 -
LETP- ORAN -3- DTI -030, Regional Data Sharing Project 428. If such monies are not funded
through this or any other grant, the AGENCY has the option of terminating this Agreement.
Either Party may terminate this Agreement at any time by giving ninety (90) days written notice to the
other party, as outlined in Article L — Notices. After expiration of the ninety-day period, AGENCY shall not be
liable for further financial support of PROGRAM, nor will it receive any refund of monies previously paid. All
rights and obligations provided herein to inventions, software, and the results of the research made prior to
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tenninnation shall survive teamtination of this Agreement.
H. Payment
Payment of annual sponsorship fees shall be made in a lump sum for each year of sponsorship with the
fast year due and payable upon execution of this Agreemen. Subsequent yearly fees shall be due and payable in
full 30 days following receipt of invoice. All payments shall be made in accordance with the Florida Prompt
Payment Act. In the event that an Agreement is executed during Year 2 or 3, as shown below, 30 days or more
following the beginning of a fiscal year (October 1 — September 30), then annual sponsorship fees shall be due
and payable on the date executed in the prorated amount according to the fee schedule as provided for in the
PROGRAM's Operational Plan and the months remaining in that year:
Year 1 March 1, 2007 — September 30, 2007 (7 months total)
Invoices for subsequent annual sponsorship fees shall be mailed to AGENCY as follows:
Contact: Chief Stephen Graham
Clermont Police Department
Address: 865 W. Montrose St.
Clermont, FL 34711
352 - 394 -5588
Checks from AGENCY should be made payable to University of Central Florida and mailed to:
Kim Smith
Contract Manager, Office of Research & Commercialization
University of Central Florida
12201 Research Parkway, Ste. 501
Orlando, FL 32826
407- 823 -3062
407- 823 -3299
I. Fiscal Mana�emerrt
UNIVERSITY shall maintain complete and accurate accounting records for the PROGRAM, in
accordance with accepted accounting practices for institutions of higher education. These records shall be
available for inspection and review at reasonable times by AGENCY, or its duly authorized representative, for
three (3) years following the end of UNIVERSITY's fiscal year (July 1 - June 30) in which such costs are
incurred.
J. Relationship of the Parties
It is understood that the employees, methods, facilities and equipment of UNIVERSITY shall at all times
be under its exclusive direction and control. UNIVERSITY's relationship to AGENCY shall be that of an
independent contractor and nothing in this Agreement shall be construed to constitute UNIVERSITY, or any of
its employees or officers, as an employee, agad, associate, joint venturer or partner of AGENCY.
K. Warranties
UNIVERSITY acknowledges that it has the right to establish and conduct the PROGRAM and, to the
best of its knowledge, the activities hereunder do not conflict with any duties or obligations of UNIVERSITY to
the U.S. Gcvemment, or other participants, or any third party. The UNIVERSITY makes no representations or
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warranties, expressed or implied, rega dmg its performance under this Agreement, including, but not limited to.
the marketability, use or fitness for any particular purpose or non - infringement of the research results or
inventions developed under this Agreement. UNIVERSITY is not liable for any direct, indirect, consequential,
special or other damages suffered by Sponsor as a result of Sponsor's use of project results, reports, data,
or deliverables.
UNIVERSITY assumes any and all risks of personal injury and property damage attributable to the
negligent acts or omissions of UNIVERSITY and its officers, employees, servants, and agents thereof while
acting within the scope of their employment by UCF. AGENCY assumes any and all risks of personal injury and
property damage attributable to the negligent acts or omissions of AGENCY's officers, employees, servants, and
agents, or other persons acting or engaged to act by AGENCY in furtherance of the obligations of .AGENCY
under this agreement. UNIVERSITY warrants and represents that it is self -fimded for liability insurance, both
public and property, with said protection being applicable to officers, employees, servants, and agents while
acting within the scope of their employment by UNIVERSITY. UNIVERSITY and AGENCY further agree that
nothing contained herein shall be construed or interpreted as (1) denying to either party any remedy or defense
available to such party under the laws of the State of Florida; (2) the consent of the State of Florida or its agents
and agencies to be sued; or (3) a waiver of sovereign inimun4 of the State of Florida beyond the waiver provided
in Section 768.28, Florida Statutes.
L. Notices
All notices shall be in writing and effective upon receipt, and shall be sent to the following addresses:
UNIVERSITY Kim Smith
Contract Manager, Office of Research & Commercialization
University of Central Florida
12201 Research Parkway, Ste. 501
Oriando, FL 32826
407- 823 -3062
407 -823 -3299
COPY TO: Dr. Mike Reynolds
University of Central Florida
College of Health and Public Affairs
Department of Criminal Justice and Legal Studies
4000 Central Florida Boulevard
Orlando, Florida 32816
kreynold(a)nail.ucfedu
AGENCY: Chief Stephen Graham
Clermont Police Department
865 W. Montrose St.
Clermont, FL 34711
352 - 3945588
M. Amendments
This Agreement may only be amended by written mutual agreement of authorized representatives from
the UNIVERSITY and AGENCY, and provided that, when applicable, such amendments are also made to th;
agreements of like form and content with any member AGENCY or other o
N. Assignment
Neither party may assign this Agreement without the prior written consent of the other party.
Notwithstanding the forgoing, AGENCY may assign this Agreement and its rights and obligations hereunder to
the successor in interest of AGENCY's business to which this Agreement pertains.
O. Representatives and Successors Sound
This Agreement shall be binding and inure to the benefit of the parties hereto, their legal representatives,
successors, and assigns.
P. Governing
This Agreement is to be governed and construed in accordance with the laws of the State of Florida and
all applicable federal statutes and regulations.
Q. Export Control
AGENCY and UNIVERSITY recognize that the research results may be subject to the export control
regulations of the United States Departrnent of Conuneree or to other United States government regulations
relating to the export of technical data and equipment and products produced there from. To the extent such
regulations apply to research results, AGENCY and UNIVERSITY agree to comply fully with all such
regulations, including any future amendments thereof.
R. Confidentiality
UNIVERSITY recognizes that the data supplied by the AGENCY, may contain sensitive and
confidential law enforcement information. Therefore, UNIVERSITY agrees that other than as required for the
maintenance of the data sharing network, access shall be ln - nited only to law enforcement officers or agencies .
unless othemise required/permitted by applicable Florida law.
S. GENERAL
This instrument contains the entire Agreement between the AGENCY and UNIVERSITY with
respect to the subject matter hereof. In the evert AGENCY issues a purchase order to initiate payment, the
terms of this Agreement supersede the terms of AGENCY'S purchase order.
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the date first written by
their duly authorized representative.
A
(Date)
UNIVERSITY OF CENTRAL FLORIDA
Kim Smith (Date)
Contract Manager
Office of Research & Commercialization
L