HomeMy WebLinkAboutContract L;ES CONSEILLERS i •
5160 Decarie Boulevard, Suite 610, Montreal (Quebec) Canada H3X 21-19
a D Tel.: (514) 369-2023 Fax : (514) 369-2026 Web : http://www.inro.ca/
�] Admin. Email :sales @inro.ca Tech. Email :support @inro.ca
CONSULTANTS INC.
THIS AGREEMENT REPLACES AND ANNULS ORIGINAL
AGREEMENT DATED JANUARY 30TH, 1989 AS WELL AS CAG-99-058
AMENDMENT DATED JANUARY6,1992.
EMME/2 SOFTWARE LICENCE AGREEMENT
Licence No. : E124
Class B/Size 7
This Software Licence Agreement is made and entered into between INRO CONSULTANTS, INC. and
CITY OF RENTON "LICENSEE".
Transportation Systems Division
LICENSEE desires to obtain a nonexclusive license 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 contents of this
software.
INRO desires 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. License 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. LICENSEE's license shall
also include any modifications or updates as may, in INRO's discretion, be supplied to LICENSEE by
INRO.The software is to be used only on the following CPU :
Type : Intel 486/Pentium;
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 furnished to LICENSEE.
2. Fees
For the rights and privileges granted under this Agreement, LICENSEE shall pay to INRO a license fee.
The license 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.Term/Termination
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, LICENSEE 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.
* EMME/2 IS A TRADEMARK OWNED BY INRO CONSULTANTS, INC.THE EMME/2 SOFTWARE PACKAGE INCLUDES THE GPR(GRAPHICS TO
PRINTER)AND GPL(GRAPHICS TO PLOTTER)UTILITIES.
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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 shall INRO 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 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.
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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.
LICENSEE INRO Consultants, Inc.
RA04Z4 OJ U-4,
Signa ur Signature
Michael Florian, President
Name/Title Name/Title
C O INRO Consultants, Inc.
Company Company
qh �j�c�� February 16 , 1999
Date f Date
A e lym Montreal Quebec
City ate//Province City State/Province
k-14?G 0 V 65-.- Canada H3X 21-19
Country Zip or Postal Code Country Zip or Postal Code
INRO Consultants Inc.
5160 Decarie Boulevard, Suite 610
Montr6al, Quebec, CANADA H3X 21-19
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.
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I
.LES CONSEILLERS
R a D 5160 Decarie Boulevard, Suite 610, Montreal (Quebec) Canada H3X 21-19
Tel.: (514) 369-2023 Fax : (514) 369-2026 Web : http://www.inro.ca/
Admin. Email :sales @inro.ca Tech. Email :support @inro.ca
CONSULTANTS INC.
EMME/2 SOFTWARE SUPPORT AGREEMENT CAG-99-058, Addn. #1-99
Licence No.: E124
TERM. This SOFTWARE SUPPORT AGREEMENT is made and entered into between INRO
CONSULTANTS, INC.and
CITY OF RENTON "LICENSEE".
Transportation Systems Division
The term of this agreement shall commence on January 1s`, 1990* and shall continue for
one year, after which it will be renewed from year to year unless it is terminated by either
party on having 120 days prior written notice to the other party.
ELIGIBILITY. The EMME/2 software package is eligible for support under this agreement
immediately upon installation, provided that user has in force and complies with the EMME/2
Licence Agreement and is not in breach of any clause of this Agreement.
SUPPORT RESPONSIBILITIES OF INRO. During the support period, provided that all
EMME/2 software is unmodified and properly maintained at the latest revision level, INRO.
will provide the following :
a. Communicate with the USER contact person to assist USER to identify, verify and
resolve problems in the EMME/2 software. Technical support is provided by telephone,
fax or email.
b. Supply USER with any improvements or modifications to EMME/2, based on INRO's
planned updates release schedule.
c. Correct or replace the EMME/2 software and/or provide service necessary to remedy
any programming fault which significantly affects the use of EMME/2 and is a verifiable
problem.
d. A single copy of any corrections or alterations to or new versions of EMME/2 on the
appropriate media and a single copy of the appropriate documentation.
e. Improvements and enhancements to the EMME/2 User's Manual as they become
generally available.
f. Updates, new releases and Manual updates are shipped by mail or courier service.
SUPPORT LIMITATIONS :
1. INRO shall not be responsible for maintaining USER modified portions of the software.
2. Corrections for difficulties or defects traceable to USER errors will be billed at INRO's
standard time and material rates.
3. USER agrees to install new releases or updates within 30 days after receipt of such
release. INRO reserves the right to support only current revision software levels. Failure
to update to the latest revision level may result in either INRO's refusal to support older
revision levels or an increase in the software support charges to maintain older versions
of such software.
* Amended February 16,1999
(upgrade from B/3 to 1317)
Page 1 of 2
USER's name and billing address
City of Renton
Transportation Systems Division
1055 S Grady Way
Renton, WA 98055
U.S.A.
Telephone N°: (425)430 7232
Fax N°: (425)430 7376
Licence N°: E124
Contract N°: E124
Contract annual cost: $2,640.00 USD(12%x$22,000.00 USD)
Payable in biannual instalments of: $1,320.00 USD
USER will be invoiced twice a year.
All of the terms and conditions appearing in the Software Support Agreement constitute the
entire agreement between the parties.
USER INRO Consultants, Inc.
—ZA vJ ! "-Lk__--
Signatur Signature
Pft) N • �g�/ � � Michael Florian, President
Name/Title I Name/Title
1/13 February 24, 1999
Date f Date
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