HomeMy WebLinkAboutAgr 2002-07-17 (Marin Telecommunications Agency)
MARINMAP MEMBER'S AGREEMENT FOR USE
OF ESRI PRODUCTS
1. Parties and Date.
This Agreement is made and entered into as of ~r-ev, /1 , 2002, by and between the
Marin Telecommunications Agency ("MTA" , j j~inf powers agency organized under the
laws of the State of California; and O'"L1,'k. . / I:> VJ1;w ("Member"), a
California public agency. MT A and Member are som imes individually referred to as a "Party"
and collectively as "Parties."
2. Recitals.
2.1. MarinMap is a cooperative effort among local public agencies in Marin County to
develop a shared Geographic Information System to meet the information needs of the public
and each member agency. MarinMap is organized and administered pursuant to a Joint
Exercise of Powers Agreement. '
2.2. Member is a member of MarinMap.
2.3. MT A is a public agency formed pursuant to a Joint Powers Agreement, and is the
administrator of MarinMap pursuant to the Joint Exercise of Powers Agreement relating to the
MarinMap Project.
2.4. MT A, on behalf of MarinMap, has entered into an agreement ("ESRI Agreement")
with Environmental Systems Research Institute ("ESRI") to purchase geographic information
system software, services, documentation, data, and hardware ("ESRI Products") from ESRI for
the MarinMap Project.
2.5. The ESRI Agreement permit Members to become an authorized end user of the
ESRI Products.
2.6. The ESRI Agreement requires Member to enter into an agreement with the MT A
that provides that the Member agrees to all terms and conditions of the ESRI Agreement and
acknowledges that ESRI is a third-party beneficiary of the agreement between MT A and the
Member.
2.7. The Parties desire to enter into the agreement required by the ESRI Agreement
in order to permit Member to become an authorized end user of the ESRI Products.
3. Member's Agreement.
3.1. Member agrees to be bound by and to fully comply with the terms and conditions
set forth in the ESRI Agreement, a copy of which is attached as Exhibit A.
3.2. Member shall acquire and use any ESRI Products in strict accordance with the
ESRI Agreement and any ESRllicense agreements applicable to such use.
3.3. Member shall promptly reimburse MT A for any costs or expenses associated
with MT A's purchase of ESRI Products for Member's use, and to promptly pay any ESRI
11373\0001 \687797-3
Page 1 of 3
invoices for ESRI Products that MT A may forward to Member for payment. Notwithstanding the
foregoing, Member shall not be required to make any payments associated with ESRI Products
unless Member specifically requested MT A to purchase said product's for Member's use.
3.4. Member agrees that all purchases and use of ESRI Products by Member will be
at Member's sole expense and obligation, and Member agrees to indemnify, defend, and hold
harmless MT A from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to Member's purchase or use of ESRI Products, including,
without limitation, reimbursement of damages and reasonable attorneys fees and other related
costs and expenses.
4. MarinMap's and MTA 's Agreement.
4.1. MT A agrees to process all Member orders for ESRI Products as provided in
Article 7.4 of the ESRI Agreement. MT A reserves the right to determine the terms and
conditions for Member's payment or reimbursement for any costs or expenses associated with
the purchase of ESRI Products for Member's use.
5. Joint Agreement.
5.1. Third Party Beneficiaries. The parties agree that ESRI is a third party beneficiary
of this Agreement. There are no other intended third party beneficiaries of any right or
obligation assumed by the Parties under this Agreement.
5.2. Governing Law. The laws of the State of California shall govern this Agreement.
Venue shall be in Marin County.
5.3. Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
5.4. Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
5.5. Invalidity; Severability. If any portion of this Agreement is declared as invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
5.6. Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
5.7. Exhibits; Precedence. All documents referenced as exhibits in this Agreement
are hereby incorporated in this Agreement.
[Continued on page 3.]
11373\0001 \687797-3
Page 2 of 3
6. Execution
()f /1/3 <f ;C () ,11
me of Member)
By:
ATTEST: /:1/J
By: 1/}~fi~4.
Diane Crane, Town Clerk
Approved as to Form:
BY:~.
~Danfo ,Town Attorney
11373\0001 \687797-3
Page 3 of 3