HomeMy WebLinkAbout20202591.tiffRESOLUTION
RE: APPROVE LICENSE SOFTWARE AGREEMENT TO MANAGE PAVEMENT DESIGN
AND AUTHORIZE CHAIR TO SIGN - AMERICAN ASSOCIATION OF STATE
HIGHWAY AND TRANSPORTATION OFFICIALS, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a License Software Agreement to
Manage Pavement Design between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Information
Technology, and the American Association of State Highway and Transportation Officials, Inc.,
commencing July 1, 2020, and ending June 30, 2021, with further terms and conditions being as
stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the License Software Agreement to Manage Pavement Design between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Department of Information Technology, and the American
Association of State Highway and Transportation Officials, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 24th day of August, A.D., 2020, nunc pro tunc July 1, 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dedvo �i: •�
Weld County Clerk to the Board
BY: 1i1it.._
Deputy Clerk to the Board
APP ED AS
Count torney
Date of signature: O8'/26/2'
ike�an, Chair
' Steve )'oreno, Pro-Tem
Kevin D. Ross
CC: IT(RR/hT )
x8/27/.2O
2020-2591
IT0009
MEMORANDUM
TO: Esther Gesick, Clerk to the Board Aug 18, 2020
FROM: Ryan Rose, Chief Information Officer -7F
SUBJECT: America Association of State Highway and
Transportation Officials, Inc. Annual Support Renewal
American Association of State Highway and Transportation Officials, Inc. provides
software to Weld County. The software is used by the Public Works department to
manage the pavement design for the County. The attached agreement between the
Board Of County Commissioners and American Association of State Highway and
Transportation Officials, Inc is for the annual support of the software and has been
reviewed by Legal. The requested amount for this service is $7,000.00 and was
budgeted for in the 2020 budget cycle.
We ask that the BOCC approve the agreement as submitted.
1
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2020-2591
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: American Association of State Highway and Transportation Officials, Inc.
Annual Support Renewal
DEPARTMENT: Information Technology DATE: 8/11/2020
PERSON REQUESTING: Ryan Rose, CIO
Brief description of the problem/issue:
American Association of State Highway and Transportation Officials, Incorporated provides software and
services to Weld County. The software is used by the Public Works department to manage the pavement design
for the County. This agreement is to extend the license for an additional year.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
The Board has the option to proceed forward with extending this agreement or to terminate it.
Recommendation:
This vendor specializes in this software. The cost for this request is $7,000.00. The project was budgeted for
the 2020 budget cycle and the contract has been reviewed by Legal.
Approve
Recommendation
Mike Freeman, Chair
Scott K. James
Barbara Kirkmeyer
Steve Moreno, Pro-Tem
Kevin D. Ross
Schedule
Work Session
Other/Comments;
AMERICAN ASSOCIATION OF STATE HIGHWAY
AND TRANSPORTATION OFFICIALS
LICENSE SOFTWARE AGREEMENT
IMPORTANT - READ CAREFULLY: THIS LICENSE AGREEMENT IS A LEGAL
CONTRACT BETWEEN THE ORGANIZATION NAMED BELOW AND THE AMERICAN
ASSOCIATION OF STATE HIGHWAY AND TRANSPORTATION OFFICIALS (AASHTO)
FOR USE OF AASHTO SOFTWARE PRODUCT(S). THIS IS A LICENSE AND NOT AN
AGREEMENT FOR SALE. BY SELECTING AND CLICKING THE "I AGREE" BUTTON,
YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THE TERMS AND
CONDITIONS OF THIS AGREEMENT. BY CLICKING "I AGREE", YOU ARE SIGNING
THIS AGREEMENT ELECTRONICALLY AND ENTERING INTO A BINDING
CONTRACT WITH AASHTO. YOU AGREE THAT YOUR ELECTRONIC SIGNATURE IS
THE LEGAL EQUIVALENT OF YOUR MANUAL SIGNATURE ON THIS AGREEMENT.
AASHTO SOFTWARE PRODUCTS ARE PROTECTED UNDER UNITED STATES
COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES. IF YOU DO NOT
AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT
INSTALL OR USE AASHTO SOFTWARE PRODUCTS. ANY USE OR COPYING OF
AASHTO SOFTWARE PRODUCTS EXCEPT THROUGH THIS LICENSE AGREEMENT IS
PROHIBITED.
This License Software Agreement (hereinafter, "Agreement") is made by and between the American
Association of State Highway and Transportation Officials, Inc., a corporation of the District of
Columbia, with offices at 555 12th Street , N.W., Washington, D. C. 20004, (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.
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 Agreement:
Software Product
License Period
AASHTOWare Pavement ME Design Individual
Workstation Option for I (one) Workstation
July 1, 2020 through June 30, 2021
Page 1 of 6
DEFINITIONS:
"Software Product" and "Software Products" means the Software listed in Table 1 as described in the
current AASHTOWare Catalog (hereinafter, the "Catalog") and documentation, including updates,
upgrades, and additions.
"Software" includes all software tools, files, programs and code.
"Documentation" means any and all manuals and other materials pertaining to the Software that are
furnished to LICENSEE by AASHTO.
"Work Plan" shall mean the planned maintenance, support and enhancement activities for specified
Software Products published by AASHTO.
"License Period" shall mean the dates of the license(s) for the Software Product(s) stated in Table 1.
TERMS:
I. 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 of this
Agreement. All Software Products covered under this Agreement are owned by AASHTO.
LICENSEE's rights under this Agreement are those of a licensed user only, and the Software
Product(s) shall at all times remain the property of AASHTO. Any use of the Software Products not
expressly permitted under this Agreement is prohibited.
2. Support. AASHTO shall provide support, maintenance, and enhancements based on the Work Plan
for the applicable Software Product(s). In addition, AASHTO shall make available to the
LICENSEE all published modifications or updates to the Software Product(s) made by AASHTO,
or caused to be made by AASHTO, during the term of this Agreement.
3. License Fees. LICENSEE shall submit a request, in the manner determined by AASHTO,
specifying the Software Products and licensing options requested by LICENSEE. 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, LICENSEE shall pay a pro -rated license fee based on the term set
forth in paragraph 8. License fees are not refundable or otherwise pro -ratable. AASHTO shall
invoice LICENSEE for the applicable fees, and LICENSEE shall make payment of such fees within
60 calendar days of receipt of the invoice.
4. Format. AASHTO may make Software Products available in electronic media format or other
formats at its discretion. LICENSEE will be provided with a registration code or enabling key to
access Software Products that are available electronically. Disabling Software enabling key
protection is prohibited.
5. Use and Installation.
(a) Software Products are for LICENSEE' s internal use only. LICENSEE shall not permit or allow
any person other than LICENSEE's designated employees to use, copy or have access to the
Software Products, directly or indirectly, in any form or media.
(b) LICENSEE may install and use a Software Product on a single computer at a single facility or
office location of LICENSEE in the United States and its territories. A Software Product may be
transferred from one computer to another at the same location, provided the Software Product is
completely removed from the first computer and is accessible on only one computer at a time. In
order to receive a new enabling key, LICENSEE must certify to AASHTO that the earlier Software
Page 2 of 6
Product installation has been removed. Use of a Software Product at another location requires a
separate license. If a Software Product is installed on a server connected to LICENSEE's internal
network, access to the Software Product must be limited to a single computer at a single facility or
office location within the network. LICENSEE may not share or use the Software Product
concurrently on different computers or transfer access to another location.
(c) If the Software Product is licensed as an upgrade to a previous version, Licensee is only
permitted to install (or provide access to) the upgrade on the single computer that is already running
the previous version of the same Software Product, subject to transfer of the Software to another
computer at the same location as provided in subsection (b).
(d) LICENSEE may not disable, hide, or modify the license screen, splash screen or any copyright
or trademark notice in the Software Product.
6. Reverse Engineering. Modifications and Derivative Works. LICENSEE shall not reverse engineer,
decompile, disassemble or otherwise attempt to discover the source code of the Software Products.
LICENSEE shall not modify, adapt, translate or make derivative works based on the Software
Products.
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 Agreement for each Software Product shall be the applicable License
Period.
9. Termination. This Agreement shall terminate automatically upon expiration of the applicable
License Period. In addition, AASHTO may terminate this Agreement at any time without prior
notice for LICENSEE's breach of any term or condition of this Agreement. LICENSEE may
terminate this Agreement by providing notice to AASHTO. The rights granted to LICENSEE
hereunder shall immediately terminate upon termination of this Agreement for any reason.
10. Removal and Return of Materials. Upon termination of this Agreement for any reason,
LICENSEE shall immediately remove and destroy all copies of the Software Product(s) on
LICENSEE's computer(s) and delete them from memory. LICENSEE shall destroy or return to
AASHTO all other forms of the Software Product(s), documentation and related materials,
including copies and partial copies, 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 provisions of this paragraph shall
not apply if termination results from the expiration of a License Period and LICENSEE executes
another Agreement to license the Software Product(s) for an additional term.
11. Permission to Copy. LICENSEE may make one copy of the Software and Documentation for
backup purposes. The original and any partial or complete copies of the Software Product(s) shall
be the property of AASHTO. Any permitted copy that LICENSEE makes must contain the same
copyright, trademark and other proprietary notices that appear on or in the Software Product(s). No
other copying is permitted.
12. Responsibilities of the LICENSEE. 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)
Page 3 of 6
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.
13. Non -Disclosure and Unauthorized Use. LICENSEE acknowledges and agrees that the Software
Products licensed hereunder constitute valuable proprietary and confidential materials of AASHTO.
LICENSEE shall take all reasonable steps to ensure that the content of the Software Products is not
disclosed to, copied or used by any unauthorized person or third party. LICENSEE agrees to notify
AASHTO immediately of the unauthorized possession, use, or knowledge of the Software
Products(s) supplied under this Agreement, by any person or organization not authorized by this
Agreement to have such possession, use, or knowledge. LICENSEE will promptly furnish full
details to AASHTO, assist in preventing a recurrence, and cooperate with AASHTO in any
litigation against third parties deemed necessary by AASHTO to protect its proprietary rights.
LICENSEE's compliance with this paragraph shall not be construed in any way as a waiver of
AASHTO's rights to recover damages or obtain other relief against LICENSEE for its negligent or
intentional harm to AASHTO's proprietary rights, or for breach of contractual rights.
14. Defects. In the event there are defects in a Software Product, 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.
15. Catalog. AASHTO may modify or change the Catalog and add or remove Software Products from
time to time at its sole discretion.
16. Transfer Prohibited. LICENSEE shall not sublicense, assign, sell, rent, lease, loan, or otherwise
transfer the Software Product(s) or any of LICENSEE's rights or obligations hereunder. Any
action by LICENSEE contrary to this paragraph shall be null and void.
17. Reservation of Rights and Ownership. The Software Products are protected under U.S. copyright
laws and international treaties, and are licensed, not sold. AASHTO retains all right, title, and
interest, including patent, copyright, trademark and all other intellectual property rights, in and to
the Software Products (including, but not limited to, any images, photographs, animations, video,
audio, and text incorporated therein) 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 Agreement are reserved to AASHTO.
18. WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE
SOFTWARE PRODUCTS HEREUNDER ARE LICENSED "AS IS" AND AASHTO
DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -
INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED UNDER LAW. 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 LICENSEE'S REQUIREMENTS OR THAT THE
OPERATIONS OF THE SOFTWARE PRODUCTS WILL BE UNINTERRUPTED OR ERROR -
FREE. LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE
SOFTWARE PRODUCTS TO ACHIEVE LICENSEE'S INTENDED RESULTS, AND FOR THE
INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE PRODUCTS.
Page 4 of 6
19. LIMITATION OF LIABILITY. AASHTO SHALL NOT BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, 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, UNDER ANY
THEORY OF LIABLITY INCLUDING NEGLIGENCE, EVEN IF AASHTO HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AASHTO'S
ENTIRE LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY
LICENSEE FOR THE APPLICABLE SOFTWARE PRODUCT(S) UNDER THIS AGREEMENT.
20. Patent, Copyright and Trade Secret Infringement. AASHTO will defend at its expense any action
brought against the LICENSEE to the extent that it is based on a claim that the Software Product(s),
provided under this Agreement and used within the scope of the license hereunder, infringes a
United States copyright or United States letters patent, or a trade secret. AASHTO shall have no
liability for any claim of copyright, patent or trade secret infringement made on: (1) use of other
than the latest unmodified release of the materials from AASHTO if such infringement would have
been avoided by use of the latest materials, or (2) use or combination of the licensed materials with
non-AASHTO programs or data if such infringement would have been avoided by use or
combination of the licensed materials with other programs or data. The foregoing states the entire
liability of AASHTO and LICENSEE's exclusive remedy with respect to infringement of any
copyright, patent or trade secret by the Software Product(s) or any part thereof, and AASHTO shall
have no liability with respect to any other proprietary rights.
21. Hold Harmless. DELETED
22. Purchase Orders. In the event of any conflict between the terms and conditions of this Agreement
and terms and conditions of any subsequent purchase order, the terms and conditions of this
Agreement shall control.
23. Headings. The captions and headings are included for ease of reference only and will be
disregarded in interpreting or construing this Agreement.
24. Force Majeure. If the performance of any part of this 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.
25. Enforceability. If any provision of this Agreement is determined to be unenforceable or invalid
under any applicable statute or rule of law, the remaining provisions of the Agreement shall not be
affected and shall remain in force and effect.
26. Exclusive Remedies. The remedies set forth herein shall be LICENSEE's exclusive remedies under
this Agreement.
27. Waiver. A waiver of any term, provision or condition of this 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 LICENSEE.
28. Drafting. Each party agrees and acknowledges that no presumption or inference shall be made or
drawn against the drafter or drafter(s) of this Agreement.
Page 5 of 6
29. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the
parties and each of their respective successors assigns, provided that LICENSEE may not assign
this Agreement without the prior written consent of AASHTO.
30. Authorized Person. The person executing this Agreement does hereby declare, represent,
acknowledge, warrant and agree that he or she is duly and fully authorized to execute this
Agreement so as to legally bind LICENSEE.
31. Embedded Third Party Software. Software programs or modules under license from third parties
may be embedded in the Software Products. LICENSEE agrees to comply with the terms and
conditions of use of such third party licenses, if any.
32. 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.
33. Survive Termination. Paragraphs 6, 13, 16-21 and 35 shall survive termination of this Agreement.
34. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and
supersedes all proposals, communications and agreements between the parties, oral or written,
including any Master Agreements, relating to the subject matter of this Agreement. This Agreement
may not be amended or modified except in writing signed by both parties.
35. Governing Law. DELETED
For AASHTO: For LICENSEE:
Name: Jim Tymon
Signature:
Title: Executive Director
Date: 08/11/2020
Name: Mike Freeman
Signature:
Chair, Board of Weld
Title: County Commissioners
Date: AUG 2 4 2020
Page 6 of 6
oZ"o02o - 59/
Contract Form
Entity Information
Entity Name*
AASHTO
New Contract Request
Entity ID*
@00010921
Contract Name*
AASHTO 2020 ANNUAL SUPPORT AGREEMENT
Contract Status
CTB REVIEW
Contract Description*
ANNUAL SUPPORT AGREEMENT
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$7,000.00
Renewable*
YES
Automatic Renewal
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
C M-
InformationTechnolegyGIS c@,w
eldgov. corn
Department Head Email
CM-InformationTechnologyGlS-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WELD
GOV.COM
Contract ID
4046
Contract Lead*
MTRUSLOW
❑ New Entity?
Parent Contract ID
Requires Board Approval
YES
Contract Lead Email Department Project #
mtrusiow@co.weld.co us
Requested BOCC Agenda
Date*
08/24/2020
Due Date
08/20/2020
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date Review Date* Renewal Date*
05/01/2021 07101/2021
Termination Notice Period Committed Delivery Date Expiration Date
Contact Information
Contact Info
Contact Name
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
08/19/2020
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
08'24/2020
Originator
MTRUSLOW
Contact Type Contact Email
Finance Approver
CONSENT
Contact Phone 1 Contact Phone 2
Purchasing Approved Date
08/19/2020
Finance Approved Date
08/19/2020
Tyler Ref I
AG 082420
Legal Counsel
CONSENT
Legal Counsel Approved Date
08/19(2020
Submit
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