AG 06-115 - INRO CONSULTANTS, INC
DATE IN:7/20/06 DATE OUT: TO: t'lle/NU
CITY OF FEDERAL WAY LAW DEPARTMENT
REQUEST FOR CONTRACT PREPARATION/DOCUMENT REVIEW/SIGNATURE ROUTING SLIP
1. ORIGINATING DEPT.IDIV: PUBLIC WORKS/TRAFFIC
2. ORIGINATING STAFF PERSON: SARADY LONG EXT: 2743 3. DATE REQ. BY: ASAP
4. TYPE OF DOCUMENT REQUESTED (CHECK ONE)
D PROFESSIONAL SERVICE AGREEMENT D SECURITY DOCUMENT (E.G. AGREEMENT &
D MAINTENANCE/LABORAGREEMENT PERF/MAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND)
D PUBLIC WORKS CONTRACT D CONTRACTOR SELECTION DOCUMENT
D SMALL PUBLIC WORKS CONTRACT (E.G.. RFB. RFP, RFQ)
(LESS THAN $200,000) D CONTRACT AMENDMENT AG#:
D PURCHASE AGREEMENT) D CDBG
(MATERIALS, SUPPLIES, EQUIPMENT) ~ OTHER - EMME/2 SOFTWARE LICENSE AGREEMENT
D REAL ESTATE DOCUMENT
5. PROJECT NAME:
6. NAME OF CONTRACTOR: INRO CONSULTANTS, INC.
ADDRESS: 5160 DECARIE BOULEVARD, SUITE 610 - MCHREAL, CANADA H3X 2H9 TELEPHONE (514) 369-2026
SIGNATURE NAME: MICHAEL FLORIAN TITLE: PRESIDENT
7. ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT
D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZING SIGNATURE
8. TERM: COMMENCEMENT DATE: MARCHI, 1993 COMPLETION DATE:
9. TOTAL COMPENSATION~I,200.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES ANpHOLIDAY RATES)
REIMBURSABLE EXPENSE: D YES ~ NO IF YES, MAXIMUM DOLLAR AMOUNT: $_
IS SALES TAX OWED DYES ~NOIFYES,$_ PAID BY: D CONTRACTOR D CITY
10. C9J'lTRACT REVIEW INITIALIDATE APPROVED INITIAL/DATE APPROVED
jPROJECTMANAGER ~~~;
DIVISION MA~AGER ----
DIRECTOR 1 J1J./Ol;
\...~ ob ._._--
8- RISK MANAGEMENT .
LAW 1 J;)-l , 0 'r AJf -, 'L4 ' lb
11. CONTRACT SIGNATURE ROUTING INITIALIDATE APPROVED INITIAL/DATE APPROVED
D LAW DEPARTMENT
D CITY MANAGER
H- CITY CLERK fLy vA ~"+-m11'Jr t (?I C I; ·
SIGN COPY BACK TO ORGIN ING DEPT. ~/7 /0 t;
D ASSIGNED AG# Ofo ..../1 S- ; . .', , l, ,. , +>
D PURCHASING: PLEASE CHARGE TO: ~1VO~M(,) - !:J2.(.:O"lt\ - (j
/ U[e.Vl~) ntl
.
COMMENTS:
REVIEW EMMEl2 SOFTWARE LICENSE AGREEMENT WITH INRO CONSULTANTS AND PROVIDE NAME OF PERSON THAT SHOULD SIGN THE
AGREEMENT. \AV\~ $10 COO l))ft Sl ~ c.0'~c.t-
PLEA.SE EXECUTE TWO ORJGJNAL5~
-
~- --------- ~
INlrtt 5160 Decarie Boulevard, Suite 610, Montreal (Quebec) Canada H3X 2H9
Tel. : (514) 369-2023 Fax: (514) 369-2026 Web: http://www.inro.ca!
Admin. Email: sales@inro.ca Tech. Email : support@inro.ca
AMENDED JULY 10, 2006
Upgrade from Class B, Size 5 to EMME/iM* SOFTWARE LICENCE AGREEMENT
Class B, Size 6
Licence No. : E317
Class B I Size 6
This Software Licence Agreement is made and entered into between INRO CONSULTANTS, INC. ("INRO")
and
CITY OF FEDERAL WAY "LICENSEE".
LICENSEE desires to obtain a nonexclusive licence to use the EMME/2 ™ software package ("EMME/2"),
subject to the terms and conditions contained in this Agreement. LICENSEE agrees and recognizes that
EMME/2 is proprietary software of the Universite de Montreal and that INRO Consultants Inc. have the
exclusive rights to reproduce, sell and distribute in any manner to any other persons the content of this
software.
INRO agrees to supply LICENSEE with such product upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the mutual promises and premises, it is agreed as follows:
1. Licence Grant
INRO grants to LICENSEE a personal, nonexclusive and nontransferable licence, during the term of this
Agreement, to use the EMME/2 software, together with operating instructions.
The software is to be used on the following CPU:
Type: Intel Pentium or equivalent; MULTIPLE LICENCES (2)
to be located in the UNITED STATES
LICENSEE will not, without prior written consent from INRO, transfer licensed software to any other party
or export licensed software from the country where licensed software is fblrnished to LICENSEE.
2. Fees
For the rights and privileges granted under this Agreement, LICENSEE shall pay to INRO a licence fee.
The licence fee is-exclusive of any federal, state, municipal, or other governmental taxes, duties, fees,
excises, or tariffs now or hereafter imposed on the production, storage, licensing, sale, transportation,
import, export or use of the product or any improvements, alterations, or amendments to the product.
3. TermlTermination
This Agreement is effective when signed both by INRO and by LICENSEE. INRO may terminate this
Agreement:
(a) upon any breach of this Agreement by LICENSEE which is not cured within ten (10) days following
written notice thereof;
(b) upon LICENSEE's insolvency, bankruptcy. suspension of business, assignment of assets for the
benefit of creditors, voluntary dissolution, or appointment of a trustee for any or any substantial portion
of LICENSEE's assets. Upon termination, L1CE:NSEE will return the original and all copies of licensed
software and associated documentation.
4. Title/Copyright Notice
The software and any copies of the software remain at all times the property of INRO. LICENSEE shall
include INRO's OR THIRD PARTY copyright or proprietary rights notice on any copies of the software or
associated documentation.
-.
. EMMEl2 is a registered trademark owned by INRO Consultants, Inc. EMMEl2 is proprietary software ofthe Universite de Montreal.
Page 1 of 3
--.----.-- - - - - -
--- - -
EMMF/2'" SOFTWA1::(E LICENCE AGf~E.EMENT
5. Maintenance
LICENSEE may, upon payment of the then applicable service charge, obtain updates and software
support by subscribing to INRO's Software Support Agreement.
6. Nondisclosure Agreement
a. LICENSEE shall not reproduce, duplicate, copy, sell, lease, or otherwise disclose, transfer, or
disseminate the software licensed by this agreement, on any media, except as authorized herein.
LICENSEE may make copies of the software, in machine readable form, only as is reasonably
necessary for archival and backup purposes. Any such authorized copy shall contain INRO's OR
THIRD PARTY copyright! proprietary rights notice.
b. LICENSEE expressly undertakes to retain in confidence, and to require its employees to retain in
confidence, all information and know-how transmitted to it by INRO OR THIRD PARTY as indicated
and will make no use of such information and know-how except under the terms and during the
existence of this Agreement.
7. Warranty
INRO warrants that the software will conform to its written specifications when delivered and for ninety (90)
days thereafter. LICENSEE will notify INRO within ten (10) days of discovery of any nonconformity. Where
a nonconformity exists within the warranty period, and proper notice has been given to INRO, INRO will,
as its sole and exclusive liability to LICENSEE and at no cost to LICENSEE, use due diligence to correct
the nonconformity and provide LICENSEE with one copy of any such corrected version of the software.
This warranty is in lieu of all other warranties or implied, and INRO expressly disclaims any implied
warranties of merchantability of fitness for a particular purpose.
8. Limitation of Liability
INRO's liability to LICENSEE under this Agreement or for any other reason relating to the subject software
including claims for contribution or indemnity, shall be limited to the Software Licence fee (if the software is
purchased separately) or the purchase price of the INRO product designated in paragraph 1 (if the
software is sold with such product). LICENSEE agrees that in no event shalllNRO be liable for special,
incidental, or consequential damages, including lost profits or loss of use, or other economic loss of any
sort except as expressly provided herein. INRO disclaims all other liability to LICENSEE or any other
person in connection with this agreement, or the use or performance of the software licenses hereunder,
including specifically, liability for negligence or strict liability in tort.
9. General
a. Waiver/Amendment
No waiver, amendment or modification of any provision of this Agreement shall be effective unless in
writing and signed by the party against whom such waiver, amendment, or modification is sought to be
enforced. No failure or delay by either party in exercising any right, power, or remedy under this
Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power,
or remedy.
b. Assignment
INRO may assign this Agreement to an entity which acquires substantially all of its assets or merges
with it. Except as set forth above, neither party may assign any of its rights or delegate any of its
obligations under this Agreement to any third party without the express written consent of the other.
Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors
and assigns of the parties hereto.
c. Severability
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to
law, the remaining provisions of this Agreement shall remain in full force and effect.
Page 2 of 3
1- -- - --- ~-- - - - -
I
EMMf/2 "" S()FrVIIAI~E LICENCE AGREEMENT
d. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all proposals, oral or written, all previous negotiations, and all other
communications between the parties with respect to the subject matter hereof. These terms and
conditions shall prevail notwithstanding any different, conflicting, or additional terms and conditions
which may appear in any purchase order or document submitted by LICENSEE. LICENSEE agrees
that such additional or inconsistent terms are deemed rejected by INRO.
e. Notice
Any notice shall be deemed effective five (5) days after its postmark, provided it is mailed by registered
or certified mail, return receipt requested, and addressed as indicated below each acceptance
signature. Each of the parties may designate any other address by notifying the other in writing by
registered or certified mail.
f. Governing Law
This agreement shall be construed and governed by the Laws of the Province of Quebec.
LICENSEE INRO Consultants, Inc.
ft1 ,k ~~
Signature
July 12, 2006
Date Date
Cary M. Roe, Public Works Director Michael Florian, President
~Jame/Title Name/Title
Ci ty of Federal Way INRO Consultants. Inc.
Company (LICENSEE) Company
Federal Way, wash!."n,gton Montreal Quebec
City State/Plov!nce City State/Province
U.S.A. 98063-9718 Canada H3X 2H9
Country Zip or Pustal Code Country Zip or Postal Code
SPECIAL CLAUSE FOR INTEL" EMME/2™ SYSTEMS:
The INROKEY provided with the EMME/2 ™ system will not be replaced by INRO Consultants, Inc., unless it
is defective and it is returned for repair. If the INROKEY is lost or misplaced, the purchase of another
INROKEY will be considered as the purchase of another licence.
· Intel or equivalent
Page 3 of 3