HomeMy WebLinkAboutCAG2019-408 - Original - Metropolitan Transportation Commission - StreetSaver Software & Support Plan - 10/01/2019 Agreement Routing Form
��,KcNT For Approvals,Signatures and Records Management
WASHINGTON
ThIs form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms.
(Print on pink or cherry colored paper)
Originator: Somen Palit Department: IT
Date Sent: 09/05/19 Date Required:
�o
> Authorized Director or Designee Date of
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to Sign: Council
aMayor Approval:
Budget 52001770.64830.1800 Grant? Yes No
Account
Number: Type: N/A
Vendor or
Name: Metropolitan Transportation Commission Cate g v: License
= Vendor 1076572 Sub-Category Other
o Number:
a Project
E Name: PW/Public Works Subscription renewal
0
C Project
Details: StreetSaver Subscription and Software Support Service Plan
EAgreement 4,950 Basis for
y Amount. Selection of Direct Negotiation
>` Contractor:
a Start Date: 10/01/19 Termination Date: 09 30/20
Notice required prior to ❑ Yes Z No Contract Number:
disclosure? ( �(�20 19 L{Q
Date Received by City Attorney: Comments:
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Date Routed to the Mayor's Office:
in
y Date Routed to the City Clerk's Office:
d
cc Date Sent to Originator.
Visit Documents.KentWA.gov to obtain copies of all agreements
adccW22373_6_19
EULA Page 1 of 4
StreetSaver End User License Agreement
Subscriber Agreement for StreetSaver® Online (MTC Pavement Management Software (as a Service))
This Agreement governs your access to and use of any and all StreetSaver® Online services (the "Services")
accessible through the StreetSaver® Web site (www.streetsaver.com (https://www.streetsaver.com)) and any
associated remote connections (including without limitation through Remote Desktop for Microsoft Windows).
Accessing or using the Services in any manner means that you accept the terms of this Agreement.
A. GRANT OF LICENSE AND USE RIGHTS
Subject to the terms of this Agreement, the Metropolitan Transportation Commission ("MTC") grants you the
nonexclusive, nontransferable license to access and use the Services—without the rights to sublicense or in any
way transfer such rights or to engage in any type of resale of the Services or the output of the Services to any
third party who has not also paid for a license to the Services. You agree not to make any use of the Services not
expressly permitted under this Agreement. You further agree not to modify or remove the MTC logo located in
the footer of any displayed or printed reports or other displayed or printed output generated by use of the
Services.
B.AUTHORIZED USERS AND SCOPE
Your license to access and use the Services is conditioned on current payment of the applicable subscription
fees described in Article F of this Agreement.Your access to and use of the Services will be through the use of a
unique username and password; and you are solely responsible for safeguarding this information and any
effects of not safeguarding this information.You may authorize your employees to access the Services by means
of your username and password. You may not in any way loan, rent, or in any way share your username or
password with any other person, outside of your agency or organization; consultants or independent
contractors using the Services on behalf of your agency or organization are required to enter into this
agreement on their own behalf. MTC reserves the right in its sole and absolute discretion to disable access and
use through your username or password—temporarily to address any security or other technical issues or
temporarily or permanently relating to your or your organization's breach of this agreement.
C. OWNERSHIP AND CONFIDENTIALITY
You acknowledge and understand that the Services are provided through the StreetSaver® Pavement
Management Software (the "Software"). You acknowledge and agree that the Software is the valuable property
of MTC, the Association of Oregon Counties, and Marion County, Oregon, which jointly own any copyright,
trade secret, patent and other proprietary rights in the Software.You acknowledge and agree that the Software
constitutes confidential, proprietary information, unauthorized dissemination of which (including without
limitation disassembly or reverse-engineering) could cause irreparable harm to MTC, Association of Oregon
Counties, and Marion County, Oregon. You agree not to access or download any copy of the Software or to
reverse-engineer, decompile, or disassemble the Software through the use of the Services or otherwise.You
agree to notify MTC immediately of the existence of circumstances surrounding any unauthorized access to,
copying of, downloading of, reverse-engineering, decompilation, or disassembly of the Software or any part
thereof by any person or entity through the use of the Services or otherwise. As between you and MTC, you own
all right, title and interest in and to the data developed by the Software.
D. INDEMNIFICATION
You agree to indemnify, defend, and hold MTC, the Association of Oregon Counties, and Marion County,
Oregon, their directors, commissioners, officers, employees and agents harmless from any and all losses, costs,
https://www.streetsaver.com/resources/eula 9/5/2019
EULA Page 2 of 4
claims,judgments, damages, liabilities, law suits, demands, or expenses arising out of or derived in any way,
either directly or indirectly, from your use of the Services or from your breach of this Agreement.
E. TERM AND TERMINATION
1. Term.The Services shall be provided for a term of one (1) year from the delivery date of an e-mail
notification of your login credentials and shall be extended in one (1) year increments, subject to payment of
the applicable subscription fees, unless terminated by either party as provided herein. For additional
Software licensed after your initial order,the one (1) year term shall commence upon the delivery date of
your login credentials for such order.
2. Termination. You may terminate the Services at the end of the term by giving written notice to MTC at least
fifteen (15) days prior to the end of any such term. In the event of early termination, for whatever reasons,
you will not be entitled to a pro-rata refund from MTC for the period for which the Services are not used.
MTC may suspend or cancel the Services if you fail to make payment pursuant to Article F below. Either party
may terminate the Services if the other party breaches any material term or condition of the Services terms
and conditions and the breach is not remedied within thirty (30) days after receiving written notice of the
breach. In the event the Agreement is terminated,the Services will also terminate automatically.
3. Furnishing of Data. Upon request by you made within thirty (30) days after termination for reasons other
than your breach of the Agreement, MTC will make available to you for download a file of the data in MTC's
custody generated by your use of the Services in Microsoft SQL Server format.After such period, MTC shall
have no obligation to maintain or provide any of such data and shall thereafter delete all such data in MTC
systems or otherwise in MTC's possession or control, unless legally barred from doing so.
F. FEES AND PAYMENT
1. Fees. The subscription fees for the Services and other fees referenced in this Agreement are specified on the
Website (www.mtcpms.org) at the "Products" link.
For clarity, the subscription fees are solely in consideration for your access to and use of the Services, which
includes the online access to and use of the MTC Pavement Management Software as well as the corollary
data or technical-support services (if any) currently being offered with the StreetSaver® Online services (with
the corollary services being offered at any given time being described on the Website).Additional fees may
apply for data migration, support, maintenance, or any other services outside the scope of MTC's applicable
development and maintenance agreement,which may be charged separately, including those available
under MTC's StreetSaver® Software Services Agreement.
2. Payment. Following the initial term, the Services fees will be billed on an annual basis, payable in advance
and due within net 30 days from receipt of MTC's invoice.
3. Lapse of Coverage. In the event that your license of the Services lapses and your Services are discontinued
by MTC as a result of either termination by you for any reason or by MTC for non-payment of the
subscription fee, you may reactivate the Services within ninety (90) days of the end of the term by making
payment for the current annual period, dating from the end of the previous term.
If you wish to reactivate the Services more than ninety (90) days after the term ends, you may be subject to a
reinstatement fee as specified on the Website. In addition, you may be subject to a database conversion fee
should MTC determine that the archived database or database to be imported is not compatible with the
https://www.streetsaver.com/resources/eula 9/5/2019
EULA Page 3 of 4
current version of the licensed Software at the time of renewal. The new term will begin on the delivery date of
an MTC e-mail notification of your login credentials and continue for one year, as specified in Article E(1).
G. RETENTION OF RIGHTS
MTC retains all rights not expressly granted. Nothing in this Agreement constitutes a waiver of MTC's rights
under the U.S. copyright laws or any other Federal or State of California statutes.
H. DISCLAIMERS OF WARRANTIES; LIMITATION OF LIABILITY
TO THE EXTENT ALLOWED BY LAW, MTC MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR
IMPLIED, WITH RESPECT TO THE SERVICES (OR THE SOFTWARE), INCLUDING WITHOUT LIMITATION
REGARDING NON-INFRINGEMENT OR THE QUALITY, ACCURACY, PERFORMANCE, SECURITY, UPTIME,
AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES (OR THE
SOFTWARE). AS A RESULT, THE SERVICES ARE PROVIDED "AS IS" AND YOU ARE ASSUMING THE ENTIRE RISK
RELATING IN ANY WAY TO USE OF THE SERVICES.
TO THE EXTENT ALLOWED BY LAW, IN NO EVENT WILL MTC BE LIABLE FOR DIRECT, INDIRECT, SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY OR FAILURE TO USE THE
SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO
LIABILITY FOR ANY PROGRAM OR DATA STORED OR USED WITH THE SERVICES, INCLUDING THE COSTS OF
RECOVERING SUCH PROGRAMS OR DATA.
ACCORDINGLY, AND WITHOUT LIMITATION TO THE GENERALITY OF THE FOREGOING, YOU SPECIFICALLY
ACKNOWLEDGE AND AGREE THAT MTC BEARS NO RESPONSIBILITY OR LIABILITY FOR: ANY TAMPERING WITH
THE SERVICES; ANY MANIPULATION OF DATABASES UNDERLYING OR USED BY THE SERVICES (OR THE
SOFTWARE); YOUR USE OF ANY SOFTWARE PROVIDED BY ANY THIRD PARTY TO BE USED IN CONJUNCTION
WITH THE SERVICES; AND THE INTERACTION, OPERATION, OR LACK OF OPERATION OF THE SERVICES WITH
OR IN YOUR PARTICULAR COMPUTER ENVIRONMENT AND ANY OTHER SOFTWARE OR HARDWARE YOU MAY
BE USING.
YOUR EXCLUSIVE REMEDY AND MTC'S ENTIRE LIABILITY ARISING FROM OR OUT OF THIS AGREEMENT SHALL
BE, AT MTC'S OPTION, THE REPAIR OF THE FUNCTIONALITY OF THE SERVICES OR A REFUND OF PART OR ALL
OF THE SUBSCRIPTION FEES PAID BY YOU OR YOUR ORGANIZATION DURING THE PREVIOUS YEAR.
No MTC agent or employee is authorized to make any modification or addition to this warranty.
I. GENERAL
This Agreement constitutes the entire agreement of the Parties with respect to matters set forth in this
Agreement and supersedes any prior or contemporaneous understanding or agreement, oral or written, with
respect to such matters. The headings in this Agreement are included principally for convenience and shall not
by themselves affect the construction or interpretation of any provision in this Agreement, nor affect any of the
rights or obligations of you or MTC. If any provision of this Agreement is deemed invalid or unenforceable, that
provision will be reformed and construed consistently with applicable law as nearly as possible to reflect the
original intentions of this Agreement; and in any event, the remaining provisions of this Agreement will remain
in full force and effect.
This Agreement is governed by the laws of the State of California, without reference to any choice-of-law
principles. Any action, proceeding, or complaint filed or instituted by any you or MTC to enforce any provision
https://www.streetsaver.com/resources/eula 9/5/2019
EULA Page 4 of 4
of this Agreement must be brought exclusively in the state courts in the County of Alameda, California or in the
United States District Court for Northern District of California; and you and MTC each consent to personal
jurisdiction in California.
Should you have any questions concerning this Agreement, you may contact MTC by writing to:
Metropolitan Transportation Commission
375 Beale Street, Suite 800
San Francisco, CA 94105
Attn: StreetSaver® Program Manager
E-mail: pavement@mtc.ca.gov(mailto:pavement@mtc.ca.gov)
https://www.streetsaver.com/resources/eula 9/5/2019
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s Invoice a�e�
#4926-AR11306
DevMecca.com, LLC
w/ Metropoiitan Transportation Commission
Balance Due
Phone:503-540-8837 $4,500.00
mtcsales@devmecca.com
https://www.streetsaveronline.com
Invoice For:
City of Kent Invoice Date : 08/16/2019
5821 S 240th Street
Kent Terms : Net 60
98032 WA �(1 � I Due Date : 10/15/2019
USA Vim' H
• • Qty Rate Amount
1 Street5aver Annual Subscription 1.00 3,500.00 3,500.00
For City of Kent-From 10/1/19-9/30/20
2 Software Support Service Plan 1.00 1,000.00 1,000.00
For City of Kent-From 10/1/19-9/30/20
Sub Total 4,500.00
Non-Taxed(0%) 0.00
Total $4,500.00
DATE: Balance Due $4,500.00
DATE: 44 EE
Notes
1.If paying by credit card,please click the Pay Now button and Annual subscription is based on: _
pay with your credit card.
2.If paying by check,please print the invoice and mail with your PRICE TIER(Effective July 1,2014): y
check to the following address.Make check payable to (whichever is greater) t
Metropolitan Transportation Commission. MILES-----------------------SECTIONS-------------ANNUAL COST
less than 20---------------less than 200----------$750
Mail to: 20-200----------------------201-1000-----------------$1,500
------------------------------------------------------------- 200-500--------------------1001-2000----------------$2,500
Metropolitan Transportation Commission 501-1500-------------------2001-5000---------------$3,500
Attn:DevMecca.com,LLC greater than 1501-------greater than 5001------Based on Quote
3760 Market St NE#308 *******t*r*****t**t********************************
Salem,OR 97301
-------------------------------------------------------------
Thank you for your continued support!
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