Memorandum of Agreement with City of Boise 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 26th day of June, 2012 ("Effective Date"), by and
between the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, whose address is 33 E. Broadway Avenue, Meridian, Idaho ("Meridian"), and City of
Boise, a municipal corporation organized under the laws of the 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 I`i S 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, f le
formats, programming, interoperabilityinterfaees, and machine code, while also prohibiting
dissemination to any person or entity with a differing objective, such as commercial or private
use or profit; and
WHEREAS, Meridian is authorized by Idaho Code section 67-2328 to enter into
agreements with other law enforcement agencies for joint or cooperative action;
NOW, THEREFORE, subject to the limitations of this Agreement and in order to meet
the objectives described above, the Parties hereby agree as follows:
L LICENSE. Meridian grants to Licensee, and Licensee accepts from Meridian, a non-
exclusive, revocable, royalty-free, non-sub licensable and non-transferable 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
specification dociunentativn 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.
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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 foLU' 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.
L. Kestrictions. 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 azld 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 communality and interoperability
functions of the Software shall be corrected in an expeditious manner upon notice by
Meridian or any other I1'S Licensee.
S. Licensee shall not allow any third party to modify, incorporate into or with other
software create a derivative work of any paz•t 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.
II. No wAUrtAN'i'Y~. The Software is provided by Meridian "as-is" and with aTl fazzlts accepted,
with no wan antics, 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.
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
MOA: INCIllENT TRACKING SYSTF.NI SOFTWARF, PAGE. 2 OF 7
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.
III. TERM. This Agreement shall commence on the Effective Date, and shall continue until
terminated as provided herein.
IV. TERMINATION. Meridian 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. Termination shall he 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.
V. LIMITATION OF LIABILI'T'Y. Notwithstanding anything in this agreement to the contrary,
Meridian shall not be liable or obligated, and Licensee shall hold Meridian harmless, 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, punitive, 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; ar
L. 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. "1'he 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.
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C. Notices. All notices, statements, and reports required or permitted by this Agreement
shall be in writing and deemed to have been ej:fectively 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:
I:,iccnsee: City oi'Boise Meridian: City of Meridian
Attn: City Attorney Attn: City Attorney
P.Q. Box 500 33 E. Broadway Avenue
Boise ID 83701-0500 Meridian 1D 83642
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. T'he 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 arc 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. Severabiiity. 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 he interpreted to extend
only for the longest period of time and to otherwise have tlae bzoadest application as shall
be enforceable. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect t11e 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 in tances, 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 relinquislunent 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.
Entire agreement. This Agreement constitutes the complete, final and exchisive
statement of the teens of the agreement between Meridian and Licensee and supezsedes
all prior agreements, understandings, negotiations and discussions of the parties, whether
written or verbal. No modification or rescission of this Agreeznezxt shall be binding
unless executed in writing by both McIidian and Licensee.
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J. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part
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.
L. 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.
M. 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 WITNESS WHEREOF, the parties hereto have executed this Agreement on the 26th
day of ,Tune , 2012.
CITY OF BOISE T~
By:
David H. Bieter,
Attest: _
Df
CITY OF MERIDIAN:
Broughton, Ex Off cio amity Clerk
By:
Tammy de Weer , ayor
Meridian Clerk
°b r IDAHO
~. SEA3~
_°~~e. rce
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EXHIBIT A
PROCESS FOR ENHANCEMENTS AND INCIDENT RESOLUTION
Background
Modifications to the l"fS 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 Tl'S.
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 a
new version of a stored procedure or function is released, it will be up to that agency to
decide how to implement it. 1f the agencies specific database object breaks the
application, they will be responsible for correcting it. "I'he 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
canfig.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.
F,nhaneement 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 ~1LL 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 minim~un, before being moved to the production enviroiunent;
Unit, Functional, System, End-User Acceptance
7} Approved enhancements will be documented using Subversion (SVN), a software
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
coi7•ection 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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