HomeMy WebLinkAbout20162257.tiffa1rcxck I =.0,5,(1,
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: American Association of State Highway and Transportation Officials Agreement Extension Renewal
DATE: May 25, 2016
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
American Association of State Highway and Transportation Officials provides software to the Public Works
department. The software is used by the Public Works department for their pavement design functions.
The attached agreement extension between the Board of Weld County Commissioners provides for software
maintenance from July 1, 2016 through June 30, 2017, in the amount of $5,500.00.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
This provider specializes in selling this software which is utilized by the Public Works department to conduct
their daily businesses.
Recommendation:
It is recommended that the BOCC approve the extension agreement for an additional term.
Mike Freeman, Chair
Sean P. Conway
Julie Cozad
Steve Moreno
Barbara Kirkmeyer
Approve Schedule
Recommendation Work Session
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Other/Comments:
2016-2257
CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY DEPARTMENT OF Information Technology
AND American Association of State Highway and Transportation Officials
This Agreement Extension/Renewal ("Renewal"), made and entered Into 6th day of June, 2016, by and between the Board
of Weld County Commissioners, on behalf of the Weld County Department of Information Technology, hereinafter referred to as the
"Department", and American Association of State Highway and Transportation Officials, hereinafter referred to as the "Contractor".
WHEREAS the parties entered into an agreement (the "Original Agreement") Identified by the Weld County Clerk to the
Board of County Commissioners as document No. 2015-2477, approved on 7/29/2015.
WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the
Original Agreement, which is incorporated by reference herein, as well as the terms provided herein.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The Original Agreement will end on 6/30/2016.
• The parties agree to extend the Original Agreement for an additional one year_period, which will begin 7/1/2016, and will
end on 6/30/2017.
• The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
Alt other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written.
Signature
ATTEST: "•�� it v .i • •�C,�c�'
Weld o)n Clerk to the Boar
BY: L_Aa ,iik L11�/t g
Deputy Cie Po the Board / 1
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Mike Freeman, Chair JUL 1 8 2016
Meilcai Assaaia las if Staets IlleniravudTramintstlon MOW
444 Oath WWI Shut, M.W. Sale 249
Wasamitsit IC 29001
AASHTOWare Non -Member Products and Services Request Form
Company:
This organization wishes to license AASHTOWare product(s) or services for the period of July 1, 2016 through
June 30, 2017. It is understood that the return of signed forms will be regarded by AASHTO as an obligation on the
part of this organization.
Purchase Order (optional)
Purchase Order Number:
If a purchase order is required, provide the number above and attach a copy of the purchase order to this form. The
purchase order number will be referenced on the invoice. Full payment is required before software distribution, even
when utilizing a purchase order.
Current AASHTOWare Products and Services
Select products/services by checking the appropriate boxes and providing quantity and number of users where
applicable. Authorizing signature is required. License fees are annual unless otherwise specified.
AASHTOWare Non -Member Products and Services
AASHTOWare Bridge Design/Rating
❑ Base System Option — Standalone - Developer - Annual Fee - $500
❑ AASHTOWare Bridge Design Single Workstation Option
— First workstation license — $10,000
— Licenses for workstations 2+ — $8,500 Each
❑ AASHTOWare Bridge Rating Single Workstation Option
— First workstation license — $10,000
— Licenses for workstations 2+ — $8,500 Each
❑ AASHTOWare Bridge Design/Rating Special Single Workstation
Option — Single Interface (only available if license both Design and
Rating)
❑ AASHTOWare Bridge Design Unlimited Option— $37,500
❑ AASHTOWare Bridge Rating Unlimited Option — $37,500
❑ AASHTOWare Bridge Design Special Consultant Option —$4,100 ►
Authoring_DOT Please provide the state agency for which performing
• brtdae design work
❑ AASHTOWare Bridge Rating Special Consultant Option — $4,100 ► I _
Authorizing DO' Please provide the state agency for which performing
bridge rating work
❑ AASHTOWare Bridge Design/Rating Special Consultant Option —
Single Interface (only available if license both Design and Rating)
Quantity
Quantity
Quantity
Quantity
O AASHTOWare Bridge Design Agency Sponsored Consultant License — No ► j Quantity
Fee
Page 1 of 7
AASHTOWare Non -Member Products and Services
BrD_DOT_Spon Please provide the state agency for which performing
bridge design work
❑ AASHTOWare Bridge Rating Agency Sponsored Consultant License — No ►
Fee
BrR DOT_Spon Please provide the state agency for which performing
bridge rating work
❑ AASHTOWare Bridge Design/Rating Service Units — $11,600 Each ►
❑ AASHTOWare Bridge Design 120 -Day Evaluation License — No Fee
❑ AASHTOWare Bridge Rating 120 -Day Evaluation License — No Fee
❑ AASHTOWare Bridge Design Educational Option — No Fee
❑ AASHTOWare Bridge Rating Educational Option - No Fee
Quantity
Quantity
AASHTOWare Bride. e Maria( ement
❑ AASHTOWare Bridge Management Super Site License — $35,000
❑ AASHTOWare Bridge Management Local/Small Asset Tier Agency License ► I _
(Total cost = the license fee (Ex. $15,000 for max of 1000 bridges) plus four
(4) HAO Units (Ex. $12,000) for hosting plus one (1) Service Unit (SU)
($11,600) for initial set up = $38,600
- Max of 1000 Bridges - $15,000
- Max of 500 Bridges - $10,000
- Max of 250 Bridges - $7,500
❑ AASHTOWare Bridge Management Local/Small Agency Enhanced Asset
Tier Support — $3,000
❑ AASHTOWare Bridge Management Service Units — $11,600 Each
❑ AASHTOWare Bridge Management Hosting and Add -On (HAO) Units —
$3,000 Each
❑ AASHTOWare Bridge Management 120 -Day Evaluation Option — No Fee
D AASHTOWare Bridge Management Educational Option — No Fee
D
Quantity
Quantity
Quantity
AASHTOWare Safety Analyst
❑ AASHTOWare Safety Analyst Single Workstation License — $20,000
❑ AASHTOWare Safety Analyst International Workstation License - $20,000 ►
❑ AASHTOWare Safety Analyst Service Units (MRI Global) — $8,500 Each ►
❑ AASHTOWare Safety Analyst Service Units (Exelis) — $9,000 Each ►
❑ AASHTOWare Safety Analyst 120 -Day Evaluation Option — No Fee
❑ AASHTOWare Safety Analyst Educational Option - No Fee
Quantity
Quantity
Quantity
Quantity
AASHTOWare Right of Way Outdoor Advertising Control
❑ AASHTOWare Right of Way Outdoor Advertising Control Site License -
$54,000
❑ AASHTOWare Right of Way Outdoor Advertising Control Service Units
(WSP/Parsons Brinckerhoff) — $11,600 Each
Quantity
Page 2 of 7
AASHTOWare Pavement ME Design
Q AASHTOWare Pavement ME Design Individual Workstation — $5,500
❑ AASHTOWare Pavement ME Design Service Units — $13,500 Each
El AASHTOWare Pavement ME Design 30 -Day Evaluation License — No Fee
❑ AASHTOWare Pavement ME Design Educational License — No Fee
►[1
Quantity
Quantity
Page 3 of 7
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Via, IC 20001
FY 2017 Non -Member Primary Designee Form
The following person is designated as primary contact for all AASHTOWare software products/services as
selected above for FY 2017. The primary financial contact is the individual that we will direct the annual licensing
agreement documents and invoices to, and will serve as a single point of contact for financial matters.
Primary Billing and F Desmnation
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
Mary Truslow
Director Applications and Database Services
1401 N. 17th Ave
Greeley, CO 80631
970-400-2518
mtruslow@weldgov.com
End User Designation
In addition, the following person(s) are designated as the key end -user contact for the individually named
project/product. The primary end -user designee will be the single point of contact for the product related
support, and will be the recipient of all software and related product materials and information from our
contractor(s).
Since individuals designated last year may have retired or moved on to other positions, we ask that you re-
designate, the appropriate individuals from your organization to serve as the technical services contacts for
this fiscal year. You may designate the same person for more than one project/product, if you so desire, but
please DO NOT designate more than one person for each product/project licensed.
AASHTOWare Bodge Design/Rating End -Uses
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
❑ Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
Page 4 of 7
AASHTOWarc Bridge Management EndUser
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
❑ Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
AASHTOWare Safety Analyst End -User
Designee:
Title:
Address:
City/State/Zip Cade
Telephone:
E-mail:
❑ Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
AASHTOWare Right of Way Outdoor Advertising Control End -User
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
❑ Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
Page 5 of 7
AASHTOW,-ire Pavement ME Design End -User
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
Jeannine Allen
Applications Analyst
1401 N. 17th Ave.
Greeley, CO 80631
970-400-2548
jallen@weldgov.com
❑ Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
Service Units Notice
AASHTO has established an arrangement with its contractors to offer the opportunity for agencies to acquire special
fixed -fee increments or units of contractor -provided service ("Service Units") for consultation and support to assist an
agency in implementing software modules and/or expediting conversion to the current generic releases of software.
Service Unit Contractors are independent contractors and solely responsible for all aspects of the performance,
delivery, quality and terms and conditions of service they provide to agencies. AASHTO SHALL NOT BE
RESPONSIBLE AND DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGE OR LOSS WHATSOEVER,
INCLUDING PERSONAL INJURY, DAMAGE TO PROPERTY OR LOSS OF BUSINESS OPERATIONS,
INFORMATION OR DATA, ARISING OUT OF OR RELATING TO ANY ACT OR OMISSION. OF SERVICE UNIT
CONTRACTORS, THEIR EMPLOYEES, AGENTS AND SUBCONTRACTORS. It is highly recommended that each
agency review its service needs with the appropriate Service Unit Contractor, develop a firm estimate of the number of
units required and establish work plans and other terms and conditions of service, including the schedule for delivery,
prior to submitting their commitment. Further, AASHTO reserves the right to review work plans for Service Unit work
to ensure conformance with the guidelines for their use.
This service is not a pre -requisite to licensing AASHTO software, nor does it affect in any way the normal support,
maintenance and enhancement services provided under the AASHTO license agreement and normal fee structure for
applicable software. Choosing this special offering is strictly the prerogative of an agency. The intent of Service Units
is to offer the opportunity for an agency to acquire special fixed -fee increments or units of contractor -provided service
for consultation and support. AASHTO shall serve as facilitator only by accepting the commitment for such contractor -
provided services, invoice and receive payment on behalf of the agency and forward the order and payment to the
contractor for the appropriate number of units of services ordered.
Further, AASHTO assumes no responsibility or liability for any obligation of Service Unit Contractors, including
scheduling or delivery of such units of service. It shall remain the responsibility of the subscribing agency to schedule
their individual unit(s) of service and establish any other terms and conditions directly with the contractor.
Additional details about Service Units and Service Unit Contractors for specific software products may be found in the
AASHTO Catalog.
Page 6 of 7
Organization Authonzation
I, an employee of this organization, authorize this organization (as listed on page 1) to participate in the
above designated AASHTO software products/services, and agree to commit the required funds for payment
when invoiced by AASHTO in accordance with published Policies, Guidelines and Procedures for AASHTO
Cooperative Computer Software Development activities,
It is further understood that unless this commitment form, the appropriate agreement forms, payment of the
associated fees when invoiced, are all completed when presented and returned in a timely manner,
AASHTO licensing provisions require that the use of previously licensed AASHTO software products by this
organization to be terminated and the related licensed materials returned to AASHTO.
Additionally, I am designating the above individuals to provide primary contact for this organization relating
to AASHTO technical service and computer software products/services.
Mike Freeman 1150 0 Street, Greeley, CO 80631
Name Chair, Board of Weld
County Commissioners
Title
Signature
JUL 1 8 2016
Date
Address
P.O. Box 758;
Greeley, CO 80632
Address
970-400-4224
Telephone
mfreeman@weldgov.com
E-mail
Note: When completed, please return this Request Form with original authorizing signature to
or inaftglatingat
Return is requested by July 15, 2018. Subsequently, the appropriate licensing agreements along with the
appropriate invoice(s) will be emailed to the Primary Billing and Financial Designee for final processing.
Upon receipt of the executed agreement and payment, AASHTO will authorize the appropriate contractor to
distribute the software to your organization,
**AASHTO Member Agency authorization is required before AASHTOWare Bridge
Design/Rating Special Consultant Option and Agency Sponsored Consultant License
software requests are processed.
Page 7 of 7
o2o//. 7
AMERICAN ASSOCIATION OF STATE HIGHWAY
AND TRANSPORTATION OFFICIALS
LICENSE SOFTWARE
SUPPLEMENTAL AGREEMENT
LSA Agreement Number P.479-17
This License Software Supplemental Agreement (hereinafter, "Supplemental Agreement") is made
this , day of , 201_, by and between the American Association of State Highway and
Transportation Officials, Inc., a corporation of the District of Columbia, with offices at 444 N. Capitol
Street, N.W., Suite 249, Washington, D. C. 20001, (hereinafter AASHTO), and the organization named
below (hereinafter the LICENSEE), for the purpose of licensing and providing specific Software
Products and providing development support, maintenance and enhancements to the licensed Software
Products, as described herein. This Supplemental Agreement is made pursuant to and is supplemental to
the Master Member Department Software Agreement, MMD Agreement Number , or if the
organization is not an AASHTO Member Department, the Master License Software Agreement, MLA
Agreement Number P-479 (in either case hereinafter, "Master Agreement"), also entered into by
AASHTO and the LICENSEE, which is incorporated by reference.
Organization/LICENSEE Name: Weld County
Address:
1401 N. 17th Ave
City/State/Zip Code: Greeley, CO 80631
Table 1: Software Products and License Periods covered under this Supplemental Agreement:
Software Product
License Period
AASHTOWare® Pavement ME Design Individual
Workstation for one (1) workstation
July 1, 2016 through June 30, 2017
Definitions:
"Software Product" and "Software Products" shall mean the product(s) listed in Table 1 as described in
the current AASHTOWare® Catalog (hereinafter, the "Catalog"), including Pre -Production Software
Products designated by AASHTO, related materials and documentation,
"Work Plan" shall mean the planned maintenance, support and enhancement activities for specified
Software Products published by AASHTO.
Page 1 of 7
"License Period" shall mean the effective dates of the license(s) for the Software Product(s) stated in
Table 1.
"Super Site License" shall mean a site license, available to AASHTO member agencies only, for
unlimited use of a Software Product within the LICENSEE/member agency and for use by contractors
of the LICENSEE (hereinafter, "Contractors") on work performed for the LICENSEE.
"Extended Super Site License" shall mean a Super Site License that includes use by county or city
governmental jurisdictions of the LICENSEE (hereinafter, "Local Governments").
"Contractor" shall include any county, city, local unit of government, university, private sector
employer, organization or entity, including consultants, authorized to perform work for the LICENSEE
under the terms of this Agreement.
"Pre -Production Software Products" shall mean Software Products under development that are
designated as Pre -Production by AASHTO, at its discretion.
"Production Software" shall mean Software Products that have been approved by AASHTO for general
release and distribution. All Software Products listed in the Catalog and Table I shall be Production
Software unless designated as Pre -Production Software Products by AASHTO.
TERMS
Master Agreement. This Supplemental Agreement is available only to an organization, agency or
entity that is also signatory to a Master Agreement with AASHTO. In the event of any conflict
between the terms and conditions of this Supplemental Agreement and the terms and conditions of
the Master Agreement, the terms and conditions of this Supplemental Agreement shall control
with respect to the Software Products licensed hereunder. Termination of the Master Agreement
automatically terminates this Supplemental Agreement.
2. Grant of License. AASHTO hereby grants, and the LICENSEE accepts, a limited,
nontransferable and nonexclusive license to use the Software Products under the terms and
conditions described herein and under the Master Agreement.
3. Support. AASHTO shall provide support, maintenance, and enhancements for Production
Software based on the Work Plan for the applicable Software Product(s). A copy of the
applicable Work Plan shall be made available to the LICENSEE upon request. In addition,
AASHTO shall make available to the LICENSEE all published modifications or updates to the
Production Software made by AASHTO, or caused to be made by AASHTO, during the term of
this Supplemental Agreement. AASHTO shall have no obligation to support or maintain Pre -
Production Software Products and will provide only limited telephone support for such products.
4. License Fees. The LICENSEE shall submit to AASHTO a completed AASHTOWare® Products
and Services Request Form ("Request Form") specifying the Software Products and licensing
options requested by the LICENSEE. The LICENSEE shall pay a license fee for each Software
Product licensed hereunder based on the fee schedules in the Catalog for the applicable Software
Products and licensing options. If the term of the license is greater or less than one (1) year, the
LICENSEE shall pay a pro -rated license fee based on the term set forth in paragraph 6. License
fees are not refundable or otherwise pro -ratable. AASHTO shall invoice the LICENSEE for the
applicable fees, and the LICENSEE shall make payment of such fees within 60 calendar days of
receipt of the invoice.
5. Licensing Options. AASHTO offers a variety of licensing options which may vary depending
upon the Software Product under license. Options may include site licenses permitting use of
Software Products on single or multiple workstations and use by cities/counties and
Page 2 of 7
contractors/consultants performing work for member agencies. Software Product licensing
options, including terms of use, are set forth in the Catalog and incorporated by reference and
made a part of this Agreement.
6. Internal Use and Non -Disclosure. The LICENSEE granted hereunder is for LICENSEE's internal
use only. Licensed Software Product(s) may be used by LICENSEE's employees and authorized
Contractors performing work for LICENSEE under this Agreement, to the extent specified under
the applicable Software Product licensing option described in the Catalog and selected by
LICENSEE. LICENSEE acknowledges and agrees that the Software Products licensed hereunder
constitute proprietary and confidential materials of AASHTO. The license granted hereunder is
for the LICENSEE's internal use of the Software Products, and the LICENSEE shall not provide
or otherwise make available the Software Products in any form to any person other than the
LICENSEE's designated employees and authorized Contractors under this Agreement. The
LICENSEE shall take all reasonable steps to ensure that the content of the Software Products is
not disclosed to any unauthorized person or third party.
7. Primary Contacts. LICENSEE shall submit to AASHTO a completed Primary Designee Form
designating the employee or representative of LICENSEE who shall serve as the primary contact
for matters relating to the support of each Software Product, and the employee or representative of
LICENSEE who shall serve as the primary contact for matters relating to invoices and related
financial communications. All communications regarding these matters should be directed
through the designated contact person.
8. Term. The term of this Supplemental Agreement for each Software Product shall be the
applicable License Period.
9. Termination. The rights granted to the LICENSEE under this license shall immediately terminate
for each Software Product at the end of the applicable License Period. Unless the LICENSEE
executes another Supplemental Agreement to license the Software Product(s) for an additional
term, the LICENSEE shall immediately remove and destroy all copies of the Software Product(s)
on LICENSEE's computer(s), return all CD ROMs, diskettes and all other forms of the Software
Product(s) to AASHTO, and certify to AASHTO that all of the Software Products(s) have been
destroyed or returned. All returns must be to the location from which they were originally
shipped unless otherwise instructed by AASHTO. The obligation to remove/destroy or return the
Software Products shall include the obligation to ensure that LICENSEE's authorized Contractors
and Local Governments using the Software Product(s) also comply with the requirements of this
paragraph.
10. Permission to Copy and Modify. Any Software Product materials provided by AASHTO under
this Agreement in machine readable form may be copied, in whole or in part, in printed or
machine readable form, for use by LICENSEE, for archives or emergency restart purposes, to
replace a worn copy, to understand the contents of such machine readable materials, or to modify
the material as provided. The original and any partial or complete copies of materials named
hereunder shall be the property of AASHTO.
11. Responsibilities of the LICENSEE. The LICENSEE shall be exclusively responsible for the
supervision, management, and control of its use of the Software Product(s) provided under this
Agreement, including but not limited to: (I) assuring proper machine configuration, (2)
establishing adequate backup plans for the software, and (3) implementing sufficient procedures
to satisfy its requirements for security and accuracy of input, security of the output, proper
execution of software, and accurate reproduction of output as well as restart, and recovery in the
event of a malfunction. Any LICENSEE modifications to the Software Product(s) are the
responsibility of the LICENSEE to maintain.
Page 3 of 7
12. Pre -Production Software Products. AASHTO may, at its sole discretion, designate Software
Products as Pre -Production Software Products, and such designation shall appear in Table 1.
LICENSEE understands and acknowledges that Pre -Production Software Products have the
following characteristics: (i) they have not been fully tested, (ii) they contain incomplete design
and functionality that is subject to change on a frequent basis and without prior notice, and (iii)
there is a greater likelihood of errors, defects, bugs and operational instability in Pre -Production
Software Products compared with Production Software. AASHTO makes no representation,
warranty or guarantee that any particular functionality will be included in any version released as
Production Software.
13. Non -Commercial Use. Pre -Production Software Products may not be used in commercial or
business applications by LICENSEE.
14. Release of Production Software. AASHTO shall notify LICENSEE when Pre -Production
Software Products licensed under this Agreement have been released as Production Software, and
shall provide LICENSEE access to the Production Software via the web, CD ROM or diskette, as
applicable. In such a case, LICENSEE shall be entitled to use the Production Software for the
remainder of the License Period with payment of the applicable license fee. There is no guarantee
that a Pre -Production Software Product will be released as Production Software during the term of
this Agreement.
15. Removal of Pre -Production Software Products. Upon notification that the Production Software
version of a Pre -Production Software Product has been released and is available under paragraph
12, LICENSEE shall promptly remove and destroy all copies of the Pre -Production Software
Product(s) on LICENSEE's computer(s) and certify to AASHTO that all of the Pre -Production
Software Product(s) have been removed and destroyed.
16. Defects. In the event there are defects in a Software Product, excluding Pre -Production Software
Products, the LICENSEE shall provide written notice to AASHTO or its designated contractor
with a detailed description of the defects. Defects will be addressed by the contractor based on
the priorities and procedures in the applicable Work Plan. Defects in Pre -Production Software
Products reported to AASHTO may be tracked as part of the development process, but AASHTO
shall have no obligation to correct any defects, bugs or errors in Pre -Production Software
Products.
17. Reverse Engineering and Derivative Works. The LICENSEE shall not reverse engineer,
decompile, or disassemble the Software Products. The LICENSEE shall not make any derivative
works based on the Software Products except under the terms of a duly executed AASHTO
Source Code Agreement.
18. Contractors. Subject to paragraphs 5 and 6, LICENSEE may employ Contractors to perform work
for LICENSEE under this Agreement to the extent permitted under the licensing option selected
by LICENSEE. Authorized Contractors may access or use the Software Product(s) only while
performing work for LICENSEE. Prior to permitting any such Contractors access to or use of the
Software Product(s), LICENSEE shall require such Contractor to execute a Software License -
Contractor Agreement in the form specified in Appendix A. LICENSEE shall provide a copy of
the executed Contractor Agreement to AASHTO. Copies of the applicable Master and
Supplemental Agreements shall be made available to the Contractor, upon request. In the event
that the Contractor violates any of the terms of the license, this Supplemental Agreement or the
Master Agreement, LICENSEE shall take all steps necessary to remedy the violation including,
but not limited to, terminating the Contractor's access to and use of the Software Product(s) and
taking appropriate action to recover the Software Product(s) including all copies_
19. Super Site License. Super Site licenses are not available for Pre -Production Software Products.
Page 4 of 7
20. Extended Super Site License. Extended Super Site licenses are not available for Pre -Production
Software Products.
21. Estimator, Field Manager and Field Net Software. The terms and conditions of this paragraph are
applicable to LICENSEES of AASHTOWare Project Estimator, Project Fieldmanager and Project
FieldNet software. Project Estimator and Project FieldNet are proprietary software products of
Info Tech, Inc. The Project FieldManager suite (including Project FieldManager, Project
FieldBook and Project FieldBuilder) is a proprietary software product jointly owned by Info Tech,
Inc. and the State of Michigan. AASHTO and its sublicensees have been granted a license to use
these software products under an agreement with Info Tech, Inc. ("Info Tech Agreement").
LICENSEE agrees to abide by the terms and conditions of the Info Tech Agreement and the terms
of use for the applicable software product as set forth in the AASHTO Catalog, which are
incorporated by reference and made a part of this Agreement. LICENSEE further acknowledges
that the Info Tech Agreement is a confidential agreement between AASHTO and Info Tech, and
LICENSEE agrees not to disclose the contents of said agreement, or any portions thereof, to any
other person without prior written authorization from AASHTO and Info Tech. A copy of the Info
Tech Agreement will be provided to any requesting AASHTO member or associate member.
22. Catalog. AASHTO may modify or change the Catalog from time to time at its sole discretion.
23. Transfer. This Supplemental Agreement and the Software Products may not be assigned,
sublicensed, rented, leased, loaned or otherwise transferred by the LICENSEE without prior
written consent from AASHTO. Any attempt to transfer any of the rights, duties, or obligations
hereunder is null and void.
24. Patent. Copyright, and Trademark. AASHTO retains all rights, title, and interest, including
patents, copyrights, and trademarks in and to the Software Products (including, but not limited to,
any images, photographs, animations, video, audio, music, and text incorporated into the Software
Products) and any copies of the Software Products. AASHTO trademarks may be used only in the
manner and form authorized by AASHTO. All rights not expressly granted under this
Supplemental Agreement are reserved to AASHTO.
25. WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS SUPPLEMENTAL
AGREEMENT AND THE MASTER AGREEMENT, THE SOFTWARE PRODUCTS
HEREUNDER ARE LICENSED "AS IS" AND NO WARRANTIES, EITHER EXPRESS OR
IMPLIED, ARE MADE WITH RESPECT TO THE SOFTWARE PRODUCTS, INCLUDING,
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, AND AASHTO EXPRESSLY DISCLAIMS ALL
WARRANTIES NOT STATED HEREIN. THE LICENSEE ASSUMES THE ENTIRE RISK AS
TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCTS.
AASHTO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
SOFTWARE PRODUCTS WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT THE
OPERATIONS OF THE SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR -
FREE. THE LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF
THE SOFTWARE PRODUCTS TO ACHIEVE THE LICENSEE'S INTENDED RESULTS,
AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE
SOFTWARE PRODUCTS.
26. LIMITATION OF LIABILITY. AASHTO SHALL NOT BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES FOR
PERSONAL INJURY, PROPERTY LOSS, LOSS OF BUSINESS PROFITS, BUSINESS
INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY
Page 5 of 7
LOSS) ARISING OUT OF, RELATING TO, OR BASED ON THE USE OF THE SOFTWARE
PRODUCTS, EVEN IF AASHTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY CASE, AASHTO'S ENTIRE LIABILITY SHALL BE LIMITED TO
THE AMOUNT ACTUALLY PAID BY THE LICENSEE FOR THE APPLICABLE
SOFTWARE PRODUCT(S).
27. Hold Harmless. Unless otherwise prohibited under applicable law, the LICENSEE shall hold
harmless, indemnify, and defend AASHTO, and its officers, directors, employees and members,
from and against any and all claims, losses, liabilities, judgments, interest and settlements,
including reasonable attorneys' fees and expenses, arising out of, or relating to the installation and
use of the Software Products.
28. Purchase Orders. In the event of any conflict between the terms and conditions of this
Supplemental Agreement and terms and conditions of any subsequent purchase order, the terms
and conditions of this Supplemental Agreement and the Master Agreement referenced herein shall
control.
29. Headings. The captions and headings are included for ease of reference only and will be
disregarded in interpreting or construing this Supplemental Agreement.
30. Force Majeure. If the performance of any part of this Supplemental Agreement by either party is
prevented, hindered, delayed or otherwise made impracticable by reason of any flood, fire, riot,
judicial or governmental action, labor dispute, act of God or other causes beyond the control of
either party, the party shall be excused from such to the extent that it is prevented, hindered or
delayed by such causes.
31. Enforceability. If any provision of this Supplemental Agreement is determined to be
unenforceable or invalid under any applicable statute or rule of law, the remaining provisions of
the Supplemental Agreement shall not be affected and shall remain in force and effect.
32. Exclusive Remedies. The remedies set forth herein shall be the LICENSEE's exclusive remedies
under this Supplemental Agreement.
33. Waiver. A waiver of any term, provision or condition of this Supplemental Agreement shall not
be deemed a continuing waiver of any such term, provision or condition. No waiver shall be valid
or binding unless agreed to in writing and signed by authorized representatives of AASHTO and
the LICENSEE.
34. Drafting. Each party agrees and acknowledges that no presumption or inference shall be made or
drawn against the drafter or drafter(s) of this Supplemental Agreement.
35. Successors and Assigns. This Supplemental Agreement shall be binding upon and shall inure to
the benefit of the parties and each of their respective successors assigns.
36. Authorized Persons. The persons executing this Supplemental Agreement do hereby declare,
represent, acknowledge, warrant and agree that they are duly and fully authorized to execute this
Agreement so as to legally bind LICENSEE and AASHTO.
37. Embedded Third Party Software. Software programs or modules under license from third parties
may be embedded in the Software Products. LICENSEE shall comply with the terms and
conditions of use of such third party licenses, if any.
38. Taxes. LICENSEE shall be responsible for payment of any applicable state and local sales, use,
general excise or similar tax arising out of or relating to the licensing and use of the Software
Products under this Agreement.
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39. Amendments. This Supplemental Agreement and the Master Agreement referenced herein
constitute the entire agreement between the parties, and supersedes all proposals, oral or written,
and all other communications between the parties relating to the subject matter of this
Supplemental Agreement. This Supplemental Agreement may not be amended or modified
except in writing signed by both parties.
40. Governing Law. This Supplemental Agreement shall be governed by the laws of the District of
Columbia.
For AASHTO:
Name: Frederick G. Wright
Signature:
„iv
Title: Executive Director
Date: 06/22/2016
For the LICENSEE:
Name: Mike Freeman
Signature: 111-tta`Le.o
Title: Chair
Date: JUL 1 a 2016_
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