Memorandum of Agreement with Ada County for Incident Tracking System Software Process for Enhancements and Incident ResolutionMEMORANDUM OF AGREEMENT:
INCIDENT TRACKING SYSTEM SOFTWARE
This MEMORANDUM OF AGREEMENT: INCIDENT TRACKING SYSTEM SOFTWARE
("Agreement") is made this ~ day of , 2012 ("Effective Date"), by and between the Cit
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of Meridian, a municipal corporation organized under the laws of the State of Idaho, whose address is 33
E. Broadway Avenue, Meridian, Idaho ("City"), and Ada County, a political subdivision of the State of
Idaho, by and through the Ada County Sheriff s Office, whose address is 7200 Barrister Drive, Boise,
Idaho, ("Licensee"). (City and Licensee may hereinafter be collectively referred to as "Parties.")
WHEREAS, City Programmer Mike Tanner created 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 Incident Tracking System ("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- art
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entities;
WHEREAS, in order to further these objectives, it is City's desire to provide to Licensee open
access to ITS software, including source code, underlying ideas, algorithms, file formats, programmin ,
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interoperability interfaces, and machine code, while also prohibiting dissemination to an erson or entit
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with a differing objective, such as commercial or private use or profit; and
WHEREAS, City is authorized by Idaho Code section 67-2328 to enter into agreements other law
enforcement agencies for joint or cooperative action;
NOW, THEREFORE, subj ect to the limitations of this Agreement and in order to meet the
objectives described above, the Parties hereby agree as follows:
I. LICENSE. City grants to Licensee, and Licensee accepts from City, anon-exclusive, revocable,
royalty-free, non-sublicensable and non-transferable license under Cit 's co ri hts for the term of
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this agreement to install and use the machine-code version of Incident Tracking S stem, to ether with
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any related technical specification documentation provided by City ("Software").
A. Title. Subject only to the license granted by this Agreement, City shall retain all ri ht, title and
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interest, including all patent rights, copyrights and trademarks, in and to the Software and all
derivative works. This provision shall survive termination of this Agreement.
B. Backup copies. In addition to copies made pursuant to installation, Licensee ma make one 1
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copy of the Software for backup and archival 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 b this
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agreement, and shall survive termination of this Agreement. Except with notice to and written
consent of City and all agencies utilizing ITS, Licensee shall not, and shall not allow an third
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party to:
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1. 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, Recompile, 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. Remove any product identification, copyright, trademark or other notices;
4. Modify, or, except to the extent expressly authorized herein, incorporate into or with other
software or create a derivative work of any part of the Software;
5. Disseminate information or analysis (including, without limitation, benchmarks) regarding the
quality or performance of the Software from any source, without prior written authorization by
City; or
6. 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.
II. NO WARRANTY. The Software is provided by City "as-is" and with all faults accepted, with no
warranties, express or implied, of any kind. No dealer, agent or employee of City is authorized to
make any modifications, extensions or additions to this section. Cit makes no other re resentation or
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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 City. City expressly disclaims all implied warranties of
noninfringement, merchantability and fitness for a particular u ose. Cit does not warrant that the
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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.
III. TERM. This Agreement shall commence on the Effective Date, and shall continue until terminated as
provided herein.
IV. TERMINATION. City may terminate this Agreement for convenience or for cause if Licensee fails to
cure any material breach of this Agreement within thirty (30) days after written notice of such breach,
or immediately upon notice in the case of a breach of any restriction set forth in this agreement. 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 City. Termination is not an exclusive remedy; all
other remedies will be available whether or not this Agreement is terminated.
V. LIMITATION OF LIABILITY. Notwithstanding anything in this agreement to the contrary, City shall
not be liable or obligated, and Licensee shall hold City harmless, with res ect to an sub'ect matter of
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this agreement or under contract, negligence, strict liability or any other legal or equitable theory for:
A, Any special, punitive, incidental or consequential damages (including, without limitation, for any
lost profits, cost of procurement of substitute goods, technology, services or rights);
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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.
VI. 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 j urisdiction 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: Ada County Sheriff s Office City: City of Meridian
7200 Barrister Drive Attn: City Attorney
Boise ID 83704 33 E. Broadway Avenue
Meridian ID 83642
D. Assignment. Licensee shall not assign or otherwise transfer any of its rights, obligations or
licenses hereunder without the prior written consent of City. 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.
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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 City 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 writin b both
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City and Licensee.
J. 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.
K. Attorney fees. The prevailing party in any legal action brought by one party against the 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.
L. Authority. Each party represents that all corporate action necessary for the authorization,
acceptance and delivery of this Agreement by such party and the performance of its obligations
hereunder has been taken.
IN W TNESS WHEREOF, the parties hereto have executed this Agreement on the day of
2012.
ADA COUNT SHERIFF'S OFFICE:
By;
Printed Name: ~ cif ~ ~ ~.~~.
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Title: ~ ~. ~~ri~ ~~~rk~
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CITY OF MERIDIAN:
By: ~~!
Tammy de W
Attest: n,~, ,
Jam Hol
/ Q~P'~ED A UCLST
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~ 9a~,
~r ,Mayor ~~y of ~
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~, IDAHO
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City Clerk °~ ~~ r r~~ ~g~~~
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