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AG 06-115 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