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Home My WebLink About5.467 Original Contract Filed at the Request of: City of Port Angeles City Clerk's Office P. O. Box 1150 Port Angeles, W A 98362 III I ~1I111111 ~ 1111111 ~ ~ II 2005 1163929 Clallam County Interlocal Agreement City Clerk File No.: ~4{,1 :'f':Jj~~:~ fJECO~Di'D 't4 ;H~... ,,:"':. /," _,~.tll'~H co 2005 AUG 30 AM 9: 06 o Agreement .between the City of Port Angeles and ~ ~ fi,I /Y'C..:f1 ~ Setu~~ purposeYliVtiWOS~$r.JUt~1 J~~~~ Ght.~o1- c..~ Dated: Gp; 10< B '1p>/;j 6.4'-07 '- Software Sublicense, Indemnification, And Financial Obligation Agreement for Microsoft@ Select Software Products l' This Agreement is entered into by and between the Department of Information Services ("DIS''), an agency of Washington State government, and C; f V 0 + Port A f\q~/e s ("Agency"), a Washington State / ./ agency or political subdivision. This Agreement sets forth the terms and conditions under which Agency shall be provided with Microsoft Corporation's Select Software Products ("Software") and shall be sublicensed to use such Software. The Software has been licensed to DIS pursuant to the terms and conditions of the Microsoft Select Agreement, between the Microsoft Corporation ("Microsoft") and DIS. I. Effective Date. The effective date of this Agreement shall be the date of execution by both parties, but no sooner than or April I, 1997. 2. Coovright. Ail title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Software), the accompanying guides, manuals and other printed materials, and any copies of the Software, are owned by Microsoft or its suppliers. The Software is protected by applicable copyright laws and international treaty provisions. Agency may not copy any Microsoft guides, manuals or other printed materials describing or explaining the Software. All that is granted to Agency is a right to use the Software as set forth in this Agreement and the Product Use Rights. An Agency may make as many copies as are reasonably necessary to distribute the Software to its users, not to exceed the number of Select Software Products ordered. Such copies may be made only from a Select CD-ROM obtained from Microsoft or one of its affiliates, or a fulfillment CD- ROM or disk set obtained from DIS or from a Microsoft approved fulfillment source. All copies must be true and complete copies and shall include all copyright and trademark notices of Microsoft Corporation. Agency may also store or install copies of the Software on a storage device, such as a network server, used only to install or run the Software on Agency's other computers over an internal network; however, Agency must acquire and dedicate a sublicense for each separate computer on which the Software is installed or run from the storage device. A sublicense for any Software may not be shared or used concurrently on different computers. 3. Product Use Rights. Each copy made pursuant to the right granted above may be used only subject to and strictly in accordance with the terms, conditions, limitations and restrictions contained herein and the applicable provisions of the most recently released version of the Product Use Rights. Microsoft may need to change the Product Use Rights during the term of this Agreement to accommodate the addition or deletion of Select Software Products or the introduction of new versions of existing Select Software Products. No such change will ever retroactively alter the terms under which an Agency may use a copy of a Select Software Product previously sublicensed. The revised Product Use Rights shall take the place of the existing version, and each copy of a Select Software Product made on or after that date shall be subject to the terms thereof, as amended. 4. Other Restrictions. The Software is for use only by the contracting Agency and will not be leased, loaned or transferred in any form. The Software may be used on computers owned, leased or used by the Agency. The Software may be used on a portable and/or home computer within the parameters specified in the Product Use Rights provision above. The Software will not be modified, reverse engineered, decompiled or disassembled. Agency shall not transport, export or otherwise transmit any Select Software products or related documentation, technical data or any software developed by Agency using one or more Select Software products out of the United States except in compliance with all export control laws and regulations of the United States. 5. Agency Responsibilities. The Agency is responsible for understanding! and complying with the restrictions described above. The Agency will use reasonable efforts to make its employees, agents, contractors, representatives or other individuals using the Software under this Agreement aware that the Software products are licensed by Microsoft, may only be used subject to the terms and conditions contained in this Agreement and the applicable Product Use Rights and may not be copied, transferred or otherwise used in violation of such terms and conditions. Unauthorized copying will expose the individual and the Agency to civil and in some cases criminal penalties. Individuals found violating this policy will also be subject to disciplinary action. The Agency shall keep accurate records relating to Agency's reproduction and distribution of the Select Software Product(s). DIS reserves the right for DIS or Microsoft to audit the Agency's records during the term of this Microsoft Sublicense Agreement - 1 .. . - Agreement and for a period of one (1) year thereafter, provided that such audit(s) shall be conducted during . normal business hours in such a manner as not to interfere unreasonably with the operations of the Agency. Audit expenses shall be paid by DIS or Microsoft unless material unlicensed use of Microsoft software is disclosed by the audit, in which case audit expenses shall be paid by the Agency. "Material unlicensed use of Microsoft software" shall exist if, upon audit, it is determined that, with respect to any Select Software Product the party being audited has Sublicenses or other licenses for fewer than ninety-five percent (95%) of the copies disclosed by the audit. The Agency agrees that it is financially responsible (liable) for: (i) any financial or other loss to DIS caused by the Agency's actions or omissions; (ii) any assessment against the Agency as a result of a material unlicensed use of Microsoft software identified in an audit; (iii) any violation of copyright law or other restrictions set forth herein. In the event the Agency is audited and a material unlicensed use of Microsoft software is found, or Agency is found to be in violation of copyright law or any other provision of this Agreement, DIS will act in defense of the Agency, either by providing a defense to legal claims or by negotiating with Microsoft Corporation on behalf of the Agency. Agency hereby agrees to cooperate fully with DIS and legal counsel in resolving any dispute and will abide by any settlement negotiated between DIS and the Microsoft Corporation on behalf of the Agency. The Agency shall reimburse _ DIS in full for any and all penalties, expenses and/or legal costs incurred in the defense of the Agency for any violation of this Agreement. "Agency" includes all its members, officers, agents, contractors representatives or employees. The Agency agrees to pay DIS in a timely fashion the agreed upon price for all Select Software Products and Services received by the Agency. The undersigned certifies that he/she has read, understands and agrees to the provisions of this Agreement and that he/she is has the authority to bind Agency to a legal contract. Approved State of Washington, Department of Information Services Approved Agency ~~ Signatuie /7;z u <;/ /9 0 " L/c7 ~-C... Print or Type Name Print or Type Name Title 41%(~ , Date c::l-::S- /'/7.4 lj/k"~ Title ~d'~er Date Approved as to Form State of Washington, Office of the Attorney General Microsoft Sublicense Agreement - 2