Idaho Attorney General Office MOA Incident Tracking System Software MEMORANDUM OF AGREEMENT : INCIDENT TRACKING SYSTEM SOFTWARE
This MEMORANDUM OF AGREEMENT : INCIDENT TRACKING SYSTEM
SOFTWARE ("Agreement") is made this 4th day of February , 20 20 ("Effective
Date"), by and between the City of Meridian, whose address is 33 E . Broadway Avenue, Meridian,
Idaho ("Meridian"), and the Office of the Attorney General, State of Idaho, whose address is 150
N. Capitol Boulevard, Boise, Idaho 83701 -0500 ("Licensee") . (Meridian and Licensee may
hereinafter be collectively referred to as "Parties . ")
WHEREAS , Meridian created the Incident Tracking System ("ITS ") with the objective of
facilitating communication and information sharing between public law enforcement agencies
using software that can be customized to meet the individual needs and administrative operation of
each agency while also serving the shared need of all law enforcement agencies to access
information gathered by or known to other agencies ;
WHEREAS, it is the intent of the City of Meridian to make ITS software readily available
to government entities, for the limited purpose of use by such government entities, and to prevent
exploitation of ITS or commercial gain from ITS by for-profit or other third-party entities;
WHEREAS , in order to further these objectives, it is Meridian ' s desire to provide to
Licensee open access to ITS software, including source code, underlying ideas, algorithms, file
formats, programming, interoperability interfaces, and machine code, while also prohibiting
dissemination to any person or entity with a differing objective, such as commercial or private use
or profit;
WHEREAS , Idaho Code section 67-2332 authorizes Idaho public agencies to contract to
perform any governmental service, activity, or undertaking that each public agency entering into
the contract is authorized to perform;
WHEREAS , Idaho Code sections 674401 , 674410 and 31 -2002 authorize the Licensee to
establish and control the Medicaid fraud control unit ("MFCU"), Internet crimes against children
("ICAC") unit, respond to allegations of violation of state law by elected county officers, contract
with law enforcement agencies and prosecutorial bodies to perform criminal investigations, and
receive the assistance of and enter into written agreements with law enforcement agencies to
implement the duties and responsibilities outlined above% and
WHEREAS , Meridian is empowered by Idaho Code section 50-301 to contract and be
contracted with;
NOW, THEREFORE, subject to the limitations of this Agreement and in order to meet
the objectives described above, the Parties hereby agree as follows :
I. LICENSE. Meridian grants to Licensee, and Licensee accepts from Meridian, a non-
exclusive, revocable, royalty4ree, non-sub licensable and nontransferable enterprise site
license under Meridian ' s copyrights for the term of this agreement to install and use the
software, including source code, underlying ideas, algorithms, file formats, programming,
interoperability interfaces, and machine code of ITS , together with any related technical
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specification documentation provided by Meridian("Software").
A. Title. Subject only to the license granted by this Agreement, Meridian shall retain all right,
title and interest, including all patent rights, copyrights and trademarks, in and to the
Software and all derivative works. The Licensee shall own any data placed in ITS,though
not the software or any derivative works therefrom. This provision shall survive
termination of this Agreement.
B. Backup copies. Licensee may make copies as necessary for installation in multiple
development,testing,training, and production environments and incident to computer and
server backup, including four weeks of daily backup and twelve months of monthly backup
for data recovery purposes and backup for post disaster recovery and operations restoration
purposes. Licensee must reproduce and include the copyright and trademark notices and
any other notices that appear on the original Software on all copies, including installed,
backup, and archival copies, and any media therefor.
C. Restrictions. The following restrictions shall apply to the license granted to Licensee by
this agreement, and shall survive termination of this Agreement. Except with notice to and
written consent of Meridian and all agencies utilizing ITS:
1. Licensee shall not provide, give, lease, lend,use for timesharing, service bureau or
hosting purposes or otherwise use or allow persons or entities not a party to this
Agreement to use the Software;
2. Licensee shall not, and shall not allow any third party to decompile, disassemble,or
otherwise reverse engineer or attempt to reconstruct or discover any source code,
underlying ideas, algorithms, file formats or programming or interoperability interfaces
of the Software by any means whatsoever;
3. Licensee shall not remove any product identification, copyright, trademark or other
notices;
4. Licensee shall comply with the Process for Enhancements and Incident Resolution,
attached hereto as Exhibit A. Pursuant to the Process for Enhancements and Incident
Resolution, Licensee shall not modify the core commonality and interoperability
functions of the Software without the consent of the Meridian and other ITS Licensees.
Any inadvertent interruption of the core commonality and interoperability functions of
the Software shall be corrected in an expeditious manner upon notice by Meridian or
any other ITS Licensee.
5. Licensee shall not allow any third party to modify, incorporate into or with other
software create a derivative work of any part of the Software;
6. Licensee shall not use the output or other information generated by the Software
(including, without limitation, output describing the structure of a software program)
for any purpose other than for the exclusive benefit of Licensee and/or other ITS
Licensees.
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II. WARRANTY. Meridian warrants that:
A. It has authority to enter into this Agreement, is not bound by any agreement, obligation, or
restriction that would interfere with the rights to the ITS granted to the Licensee;
B. There are no pending actions or proceedings in law that Meridian believes will affect any
right, title, or interest to the ITS granted to the Licensee;
C. Meridian owns the ITS (including but not limited to all intellectual property rights).
III. WARRANTY DISCLAIMER, Except as set forth in this Agreement,the Software is
provided by Meridian"as-is" and with all faults accepted, with no warranties, express or
implied, of any kind.No dealer, agent or employee of Meridian is authorized to make any
modifications, extensions or additions to this section. Except as set forth in this Agreement,
Meridian makes no other representation or warranty of any kind whether express or implied
(either in fact or by operation of law) with respect to the software or other materials provided
by Meridian. Meridian does not warrant that the software is error-free or that operation of the
software will be secure or uninterrupted. Licensee may have other statutory rights; however,to
the full extent permitted by law,the duration of statutorily required warranties, if any, shall be
limited to the shortest permissible duration. Moreover, in no event will warranties provided by
law, if any, apply unless they are required to apply by statute. This provision shall survive
termination of this Agreement.
IV. TERM, This Agreement shall commence on the Effective Date, and shall continue until
terminated as provided herein.
V. TERMINATION. Either party may terminate this Agreement for convenience or for cause if
the other party fails to cure any material breach of this Agreement within thirty (30) days after
written notice of such breach. Termination shall be effective one hundred eighty(180) days
following mailing of written notice. Upon termination, Licensee shall immediately cease all use
of the Software and return all copies of the Software and all portions thereof and so certify to
Meridian. Termination is not an exclusive remedy; all other remedies will be available whether
or not this Agreement is terminated.
VI. LIABILITY. The Licensee and Meridian shall be responsible only for the acts, omissions, or
negligence of such agency's own employees. The term"employee"is defined for the purposes
of this section as set forth in Idaho Code section 6-902.Nothing in this Agreement shall extend
the tort responsibility or liability of either the Licensee or Meridian beyond that required by the
Idaho Tort Claims Act, Idaho Code section 6-901 et seq. Each party shall be responsible for
damage to property of the other party caused by its employees in the performance of this
Agreement to the extent funds are legally available therefor.
The Licensee participates in the comprehensive liability plan provided through the Risk
Management Program established under Idaho Code section 67-5733 et seq. At Meridian's
request,the Licensee shall provide confirmation of participation, including evidence of
participation in workers' compensation provided by the State Insurance Fund. At the
Licensee's request,Meridian shall provide evidence of participation in a self-insurance
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program,pooled or cooperative insurance program, or retained liability program or certificates
of insurance evidencing liability and property coverage, including workers' compensation
coverage.
If a property claim or damage is not covered by the party's self-insurance or other property
coverage,the responsible party shall pay the costs arising from such claim or damage to the
extent funds are legally available therefor. If a claim or damage arises from more than one
party's performance of the Agreement or is not allocable to any party, each party shall pay the
costs to such party arising from the claim or damage. Notwithstanding anything in this
agreement to the contrary, Meridian shall not be liable or obligated with respect to any subject
matter of this agreement or under contract,negligence, strict liability or any other legal or
equitable theory for the following:
A. Any special, incidental or consequential damages (including, without limitation, for any
lost profits, cost of procurement of substitute goods,technology, services or rights);
B. Interruption of use or loss or corruption of data; or
C. Any matter beyond its reasonable control.
This provision shall survive termination of this Agreement.
VII. GENERAL PROVISIONS.
A. Cumulative remedies. The remedies under this Agreement shall be cumulative and not
alternative. The election of one remedy for a breach shall not preclude pursuit of other
remedies unless as expressly provided in this Agreement.
B. Governing law. This Agreement shall be governed in all respects by the substantive laws
of the State of Idaho, United States of America(excluding conflict of laws rules) as applied
to agreements entered into and to be performed entirely within the State of Idaho between
Idaho residents. Any dispute regarding this Agreement shall be subject to the exclusive
jurisdiction of and venue within the state or federal courts located in the state of Idaho, and
the parties agree to submit to the personal and exclusive jurisdiction and venue of these
courts.
C. Notices. All notices, statements, and reports required or permitted by this Agreement shall
be in writing and deemed to have been effectively given and received three (3) business
days after the date of mailing by registered or certified U.S. mail,postage prepaid, with
return receipt requested.Notices shall be addressed as follows:
Licensee: Meridian:
State of Idaho City of Meridian
Office of the Attorney General Attn: City Attorney
Chief Investigator 33 E. Broadway Avenue
Michael Steen or Successor Meridian ID 83642
P.O. Box 83720
Boise, Idaho 83720-0010
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D. Assignment. Licensee shall not assign or otherwise transfer any of its rights, obligations or
licenses hereunder without the prior written consent of Meridian. The provisions of this
Agreement shall apply to and bind the successors and permitted assigns of the parties.
E. Independent contractor. The relationship created by this Agreement is one of
independent contractors, and not partners or joint venturers. Unless otherwise agreed in
writing, no employees, consultants, contractors or agents of one party are employees,
consultants, contractors or agents of the other party,nor do they have any authority to bind
the other party by contract or otherwise to any obligation, except as expressly set forth
herein.Neither party will represent to the contrary, either expressly, implicitly or
otherwise.
F. Third party beneficiaries. Licensee acknowledges and agrees that there are no third party
beneficiaries of this Agreement.
G. Severability. If any covenant set forth in this Agreement is determined by any court to be
unenforceable by reason of its extending for too great a period of time or by reason of its
being too extensive in any other respect, such covenant shall be interpreted to extend only
for the longest period of time and to otherwise have the broadest application as shall be
enforceable. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof,which shall continue in full force
and effect.
H. No waiver. The failure of either party to insist, in any one or more instances, upon the
performance of any of the terms, covenants, or conditions of this Agreement or to exercise
any right hereunder, shall not be construed as a waiver or relinquishment of the future
performance of any rights, and the obligations of the party with respect to such future
performance shall continue in full force and effect.
I. Entire agreement. This Agreement constitutes the complete, final and exclusive statement
of the terms of the agreement between Meridian and Licensee and supersedes all prior
agreements, understandings,negotiations and discussions of the parties,whether written or
verbal.No modification or rescission of this Agreement shall be binding unless executed in
writing by both Meridian and Licensee.
J. Exhibits. All exhibits to this Agreement are incorporated by reference and made apart of
hereof as if the exhibits were set forth in their entirety herein.
K. Presumptions/review. In construing the terms of this Agreement,no presumption shall
operate in either party's favor as a result of that party's counsel's role in drafting the terms
or provisions hereof. Further, it is agreed that Licensee has had a full and fair opportunity
to review the terms herein and to consult with legal counsel before signing. Accordingly,
because Licensee has had ample review opportunities and because Licensee is and was free
to elect not to accept these terms, Licensee acknowledges that this is not a contract of
adhesion.
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L . Attorney fees . The prevailing party in any legal action brought by one party againstthe
other and arising out of this Agreement will be entitled, in addition to any other rights and
remedies it may have, to reimbursement for its expenses, including court costs and attorney
fees .
M. Authority. Each party represents that all corporate action necessary for the authorization,
acceptance and delivery of this Agreement by such party andthe performance of its
obligations hereunder has been taken.
i
N . Limitations . Nothing in this Agreement shall be construed as limiting or expanding the
statutory or regulatory responsibilities of the Licensee or Meridian in performing functions
granted to them by law. Each and every provision of this Agreement is subject to the laws
and regulations of the State of Idaho and to the laws and regulations of the United States .
0 . Force Majeure. No party will be liable for failure to perform any duty under this
Agreement where such failure is due to unforeseeable causes beyond the Parties ' control
and without the fault or negligence of the Parties, including, but not restricted to, acts of
God or the public enemy, fire, flood, epidemics, quarantine, strikes or other natural
disasters . No party shall be liable for any failure to perform resulting from any order of any j
court or state or federal agency.
P . No Authority to Bind the Other Party . One party under this Agreement shall have no
authority to enter into contracts or agreements on behalf of the other party. All contracts or
agreements shall be entered on behalf of the executing party or executed jointly by both
parties .
Q . Amendments . This Agreement may be extended or modified upon written agreement of
the Parties . However, no amendment or modification of this Agreement shall be effective
unless in writing and executed by the Parties .
I
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
Effective Date first written above.
STATE OF IDAHO
OFFICE OF THE !FTQ4NEY GENERAL :
j
By :
Sherman F. Furey, Chief Deputy
Office of the Attorney General, State of Idaho
o�p QED AUG(�ST
CITY OF MERIDIAN :
city of
By. �E IDIA
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Rog&tlf Simi on, yor s� SE st : o n, City Clerk
City of Meridian ti it f eridian
Of the TftEPSJ
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EXHIBIT A
PROCESS FOR ENHANCEMENTS AND INCIDENT RESOLUTION
Backuround
Modifications to the ITS will be made by the identified programming staff within each agency. This
explains the process for those modifications —for both enhancements and issue resolution. This is
an addendum to the primary agreement between agencies for the overall usage of ITS.
Enhancements
Enhancement affecting a SINGLE agency: If the requested change affects only a single agency, it
must first be approved by the Steering Committee representative from that agency, and be
implemented in one of the following two ways:
■ Modify a database object in the application. There is an agency folder in Subversion. If
new version of a stored procedure or function is released, it will be up to that agency to
decide how to implement it. If the agencies specific database object breaks the application,
they will be responsible for correcting it. The following testing will be required before the
enhancement is deployed: Unit, Functional,User Acceptance
■ Modify the C#code and check in the change to Subversion where it can be compiled and
pushed out. Any agency specific code needs to point to a configuration setting in the
config.xml file so it can be enabled or disabled by other agencies. The default needs to be
off.Notify Meridian IT to push out the new.exe to a shared location.
Enhancement affecting ALL agencies: If the requested change affects all agencies, it must first be
approved by ALL Steering Committee representatives for all agencies, and be implemented by
performing the following:
■ Modify database objects in the application. Check them into Subversion.
■ Modify the C# code and check in the change to Subversion where it can be compiled and
pushed out. Notify Meridian IT to push out the new .exe and any new database objects to a
shared location.
The following pertains to ALL enhancement requests:
1) All enhancement requests,whether impacting one agency or all,will be logged to the multi-
agency ITS SharePoint site.
2) If the request is denied or withdrawn,the agency representative will document the reason
for the denial or withdrawal for historical purposes.
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3) If the request is approved, it will be communicated to the development team comprised of a
representative from each agency. The development team will then prioritize and determine
which agency will accommodate the request and publish a delivery date.
4) Single agency changes require approval from the agency's Steering Committee
representative.
5) Changes affecting all agencies require collective approval from all Steering Committee
representatives from all agencies.
6) All changes will be developed in a test environment and successfully undergo the
following testing, at a minimum,before being moved to the production environment: Unit,
Functional, System, End-User Acceptance
7) Approved enhancements will be documented using Subversion(SVN), asoftware
versioning and revision control system.
8) End-user release notes will be posted to the multi-agency SharePoint site and distributed to
the end-users prior to the enhancement being moved to the production environment.
Incident Resolution
Software defects will be logged by each agency accordingly in their own issue tracking system. If
the issue prevents the end user from performing their work and no work-around exists,the
correction will be ranked as a priority until it is resolved. The person reporting the issue will be
kept informed of the status and resolution, in addition to the development team and Steering
Committee for those issues that are high priority.
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