HomeMy WebLinkAbout20143549.tiff AMERICAN ASSOCIATION OF STATE HIGHWAY
AND TRANSPORTATION OFFICIALS
LICENSE SOFTWARE
SUPPLEMENTAL AGREEMENT
LSA Agreement Number P-479-15
This License Software Supplemental Agreement(hereinafter, "Supplemental Agreement")is made
this /2 i>7 ,day of/Lin/6112C 201¢by and between the American Association of State I Iighway 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 I: Software Products and License Periods covered under this Supplemental Agreement:
Software Product License Period
AASHTOWare®Pavement ME Design(formerly July 1,2014 through June 30,2015
DARWin-ME)Individual Workstation for one(1)
workstation
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.
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"License Period" shall mean the effective dates of the license(s)for the Software Product(s)stated in
Table I.
"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,that performs work for the LICENSEE.
"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
1. 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. Sunoort. 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. 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
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financial communications.All communications regarding these matters should be directed
through the designated contact person.
6. Term. The term of this Supplemental Agreement for each Software Product shall be the
applicable License Period.
7. 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.
8. 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.
9. 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: (1)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.
10. 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
j Production Software.
11. Non-Commercial Use. Pre-Production Software Products may not be used in commercial or
business applications by LICENSEE.
12. 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.
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13. 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.
14. Internal Use and Non-Disclosure. LICENSEE acknowledges and agrees that the Software
Products licensed hereunder constitute proprietary and confidential materials of AASHTO. The
license granted hereunder is for LICENSEE'S internal use of the Software Products,and
LICENSEE shall not provide or otherwise make available the Software Products in any form to
any person other than the LICENSEE's designated personnel and authorized Contractors under
this Agreement. 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.
15. 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.
16. 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.
17. Super Site License. A LICENSEE that is also an AASHTO member agency may elect a Super
Site License for certain Software Products as described in the Catalog. In the event that the
LICENSEE employs a Contractor to work for the LICENSEE under the Super Site License,the
LICENSEE shall, prior to permitting any use of the Software Product(s)by the Contractor,require
such Contractor to execute a Contractor Agreement in the form specified in Appendix A, and 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 a Contractor violates any of the terms of the license,this Supplemental Agreement
or the Master Agreement,the 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.
Super Site licenses are not available for Pre-Production Software Products.
18. Extended Super Site License. A LICENSEE that is also an AASHTO member agency may elect
an Extended Super Site License for certain Software Products as described in the Catalog. In the
event that the LICENSEE permits a Local Government access to the Software Products under an
Extended Super Site License,the LICENSEE shall,prior to permitting any use of the Software
Product(s)by the Local Government,require such Local Government to execute an Agreement in
the form specified in Appendix A,and shall provide a copy of the executed Agreement to
AASHTO. Copies of the applicable Master and Supplemental Agreements shall be made
available to the Local Government, upon request. In the event that a Local Government violates
any of the terms of the license,this Supplemental Agreement or the Master Agreement,the
LICENSEE shall take all steps necessary to remedy the violation including,but not limited to,
terminating the Local Government's access to and use of the Software Product(s)and taking
appropriate action to recover the Software Product(s)including all copies. Extended Super Site
licenses are not available for Pre-Production Software Products.
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19. Field Manager and Field Net Software. The terms and conditions of this paragraph are applicable
to LICENSEES of Field Manager and Field Net software.AASHTO offers Field Manager and
Field Net software through the AASHTO Catalog under the terms and conditions of a Master
License Agreement between AASHTO and Info Tech, Inc.,dated July 5,2000(hereinafter,
"FieldManager/FieldNet Agreement"). The FieldManager/FieldNet Agreement stipulates the
terms and conditions associated with AASHTO's license and designated sublicensees of the Field
Manager software,jointly owned by Info Tech and the State of Michigan,and the FieldNet
software owned by Info Tech. The LICENSEE hereby acknowledges receipt from AASHTO of a
copy of the FieldManager/FieldNet Agreement,and the LICENSEE agrees to be bound by the
applicable terms and conditions of the FieldManager/FieldNet Agreement as a designated
sublicensee. The LICENSEE further acknowledges that the FieldManager/FieldNet Agreement is
a confidential agreement between AASHTO and Info Tech,and agrees not to disclose the contents
of said FieldManager/FieldNet Agreement,or any portions thereof,to any other party without
prior written authorization from AASHTO and Info Tech.
20. Catalog. AASHTO may modify or change the Catalog from time to time at its sole discretion.
21. 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.
22. 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.
23. 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.
24. 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
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
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DAMAGES. IN ANY CASE,AASHTO'S ENTIRE LIABILITY SHALL BE LIMITED TO
THE AMOUNT ACTUALLY PAID BY THE LICENSEE FOR THE SOFTWARE PRODUCTS.
25. 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.
26. 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
PP f� 9
and conditions of this Supplemental Agreement and the Master Agreement referenced herein shall
control.
27. Headings. The captions and headings are included for ease of reference only and will be
disregarded in interpreting or construing this Supplemental Agreement.
28. Force Maieure. 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.
29. 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.
30. Exclusive Remedies. The remedies set forth herein shall be the LICENSEE's exclusive remedies
under this Supplemental Agreement.
31. 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.
32. Drafting. Farh party agrees and acknowledges that no presumption or inference shall be made or
drawn against the drafter or drafter(s)of this Supplemental Agreement.
33. 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.
34. 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.
35. 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.
36. 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.
37. 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
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Supplemental Agreement. This Supplemental Agreement may not be amended or modified
except in writing signed by both parties.
38. Governing Law. This Supplemental Agreement shall be governed by the laws of the District of
Columbia.
For AASHTO: For the LICENSEE:
Name: Frederick G.Wright Name: 3 E, hT A r lkg
S
Signature: Signature: F6 147'T")�iCl4-EA
Title: Executive Director Title: .SEE. H-T17�C-tEt'
Date: 7/14/2014 Date: SEE Att>ciCt+E6
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IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the date first stated above.
NAME OF CONTRACTOR
S— c, cDLecQ
By: NAME OF PERSON SIGNING
see a I-oLc.ke c
POSITION OF PERSON SIGNING
ATTEST: W� ! "14424'. BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Bo 4Pi�..F/j,6 WELD COUNTY, COLORADO
•
BY: 'A J.
eputy Cl c to the B .rd BECHLER ougl Rademac er,Chair NOV 2 2014
APPROVED AS TO FUND • :*V' APPROVED AS TO S STANCE:
P.0A-i'•'-2f'i
Controller i nformationOfficer
APPROVED AS FORM: N f y
Director of General Services
C y ttorney
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