Memorandum of Agreement with City of Iona for Incident Tracking System and E-Citation SoftwareMEMORANDUM OF AGREEMENT
INCIDENT TRACKING SYSTEM AND E-CITATION SOFTWARE
This MEMORANDUM OF AGREEMENT: INCIDENT TRACKING SYSTEM
SOFTWARE ("Agreement") is made this 31st day of March, 2014 ("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
Iona, a municipal corporation organized under the laws of the State of Idaho, whose address is
3548 N. Main Street, Iona, Idaho 83427 ("Licensee") (Meridian and Licensee may hereinafter be
collectively referred to as "Parties").
WHEREAS, Meridian created the Incident Tracking System ("ITS") and E-Citation 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 and E-Citation 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 a limited version of ITS and E-Citation software, including compiled binaries and
databases, 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;
N®W, THEREF®RE, 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, 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
compiled binaries and databases provided ("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. Licensee shall own any data placed in ITS, though
Licensee shall not own 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
MOA: INCIDENT TRACKING SYSTEM SOFTWARE PAGE 1 OF 5
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:
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 not allow any third party to modify, incorporate into or with other
software create a derivative work of any part of the Software;
5. 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 WARRANTY. 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.
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.
III. TERM. This Agreement shall commence on the Effective Date, and shall continue until
deployment of E-Citation statewide, or until terminated as provided herein.
MOA: INCIDENT TRACKING SYSTEM SOFTWARE PAGE 2 OF 5
IV. TERMINATION. Meridian may terminate this Agreement for convenience or for cause.
Tel7nination shall be effective thirty (30) 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 LIABILITY. Notwithstanding anything in this agreement to the conhary,
Meridian shall not be liable or obligated, and Licensee shall hold Meridian hai~nless, 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. IntetTUption 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 jurisdiction and
venue of these courts.
C. I+totices. 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: City of Iona Meridian: City of Meridian
Attn: City Clerk Attn: City Attorney
3548 N. Main Street 33 E. Broadway Avenue
Iona ID 83427 Meridian ID 83642
MOA: INCIDENT TRACKING SYSTEM SOFTWARE PAGE 3 OF 5
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
patty 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. I>lo 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
fuhue 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 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 flee to elect not to accept these terms, Licensee acknowledges that this is not a
contract of adhesion.
MOA: INCIDENT TRACKING SYSTEM SOFTWARE PAGE 4 OF $
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.
IIV WITNESS WHERE®F, the parties hereto have executed this Agreement on the
day of ~, 2014.
CITY OF IONA:
By:
".
Brad Ander,
Atte~
CITY ®F MERID
By:
Tammy de Weerd, Mayor
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J e 11u1 r~ian, Meridian Cle~ 1, , ,~ ~: Ll~,I1~T {°~ 7 r
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