HomeMy WebLinkAbout20152477.tiff RESOLUTION
RE: APPROVE MASTER LICENSE SOFTWARE AGREEMENT, AND LICENSE
SOFTWARE SUPPLEMENTAL AGREEMENT, 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 Master License Software Agreement,
and a License Software Supplemental Agreement, 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, 2015, and ending June 30, 2016, with further
terms and conditions being as stated in said agreements, and
WHEREAS, after review, the Board deems it advisable to approve said agreements,
copies of which are attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Master License Software Agreement, and License Software
Supplemental Agreement, 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 American Association of State Highway and Transportation Officials, Inc., be,
and hereby are, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreements.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 29th day of July, A.D., 2015, nunc pro tunc July 1, 2015.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST:da ;e
/ Barbara Kirkmeyer, hair
Weld County Clerk to the Board
' ' Mike Freeman, Pro-Tem
BY: 4010/L) �� n,�
ibtity Clerk to the oard ��., EXCUSED
fidsoS` Sean P. Co
ay
APP: s .• D R �'
a+►
ulie A. Cozad
County Attorney l�r
®u�v°� � Steve Moreno
Date of signature: 8/O
C C: c gh 7 2015-2477
IT0003
Ctm ac ' lb*l32
MEMORANDUM
TO: Esther Gesick,Clerk to the Board July 20, 2015
N FROM: Ryan Rose, Chief Information Officer
r
SUBJECT: American Association of State Highway and
Transportation Officials License Software Agreement
AASHTO provides licenses and support for the AASHTOWare ME Design software
that is used by Weld County's Public Works Department for pavement design. This
agreement is to renew their licenses and support. This agreement is in effect
through 6/30/2016. The requested cost is $5,000 annually.
We ask that the BOCC approve the contract agreement as submitted.
1
2015-2477
AMERICAN ASSOCIATION OF STATE HIGHWAY
AND TRANSPORTATION OFFICIALS
LICENSE SOFTWARE
SUPPLEMENTAL AGREEMENT
LSA Agreement Number P-479-16
This License Software Supplemental Agreement(hereinafter, "Supplemental Agreement")is made
thih!day of 201', by and between the American Association of State Highway and
Transportation Offici ,In a corporation of the District of Columbia,with offices at 444 N.Capitol
Street,N.W., Suite 24 ,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. 17`h 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(formerly July 1,2015 through June 30,2016
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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c24,0"-02 977
"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,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 1 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. 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. 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 I.
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.
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
Page 5 of 7
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
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 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.
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. 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.
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: 666 A--ro-6/1
Signature: Signature:
Title: Executive Director Title:
Date: 6/16/2015 Date:
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IN WITNESS WHEREOF,the parties have duly executed this Agreement as of the date first stated above.
NAME OF CONTRACTOR
'P A (1-4)09
By: NAME OF PERSON SIGNING
/
POSITION OF PERSON SIGNING
ATTEST: dirdittAi &• 'ok BOARD OF COUNTY COMMISSIONERS
Weld C Clerk to the Bo.rd WELD COUNTY, CO ORADO
BY:
Deputy Cle 11 to t e ~ � arbara Kirkmeyer Chair j 2 $ 2015
APPROVED AS TO F ' ' =p 1 APPROVED AST STANCE:
Controller =-� J�i�' ',�, t� ep n I a
APPROVED AS TO FORM: ICI
Director of General Services
/v.
County Attorney
c>2,6 4 02 I/77
AMERICAN ASSOCIATION OF STATE HIGHWAY
AND TRANSPORTATION OFFICIALS
MASTER LICENSE SOFTWARE AGREEMENT
MLA Agreement Number P-479
it
This Master Agreement is made this c.9r day of ��,,, ,2015,by and between the
American Association of State Highway and Transportation Offici j s, In a corporation of the District of
Columbia,with offices at 444 N.Capitol Street,N.W., Suite 249, ashington, D.C. 20001,(hereinafter
"AASHTO"),and the organization named below,(hereinafter the LICENSEE),for the license and use of
software products described herein.
Organization/LICENSEE Name: Weld County Government
Address: 1401 N. 17th Ave
City/State/Zip Code: Greeley,CO 80631
I. Supplemental Agreements: The LICENSEE and AASHTO shall have the right to enter into
Supplemental Agreements pursuant to this Master Agreement, which shall contain the specific terms and
conditions relating to the licensing and use of any of the Software Products covered by this Master
Agreement, which Supplemental Agreements shall be considered to be incorporated into this Master
Agreement and subject to all the terms and conditions thereof. This Master Agreement in and of itself
does not license any specific Software Product, execution of a Supplemental Agreement under this Master
Agreement being required to initiate such a license.
2. Software Products: The Software Products covered by this Master Agreement are all owned by
AASHTO, and a list and brief description of those Software Products available from AASHTO and/or
under development by AASHTO at the time this Master Agreement was executed is attached hereto as The
Catalog. This list of The Catalog may be added to from time to time by AASHTO, and AASHTO reserves
the right to withdraw Software Products from the list, but in so doing shall honor the terms of any
Supplemental Agreements then outstanding covering such withdrawn Software Products. Supplemental
Agreements executed pursuant to this Master Agreement shall specifically identify the AASHTO Software
Product(s) being licensed, and any such Software Products(s) identified in such Supplemental Agreements
shall be deemed to be included within this definition of Software Products and this Master Agreement.
3. Grant of License: AASHTO hereby grants, and the LICENSEE accepts, on the following terms and
conditions, a limited, nontransferable and nonexclusive license to use AASHTO's Software Product(s) as
identified and described in any Supplemental Agreements executed pursuant to this Master Agreement,
which Supplemental Agreements are incorporated by reference herein. The LICENSEE's rights under this
Master Agreement are those of a licensed user only, and the Software Product(s) shall at all times remain
the property of AASHTO.
4. Term: This Master Agreement is effective from the date hereof and shall remain in force until
terminated. The LICENSEE may terminate this Master Agreement at any time by notifying AASHTO in
writing of its intent, which notification shall specify a termination date. All Supplemental Agreements to
- 1 -
this Master Agreement would also be considered terminated on the termination date specified in such
notification. The LICENSEE may terminate any Supplemental Agreement by similarly notifying
AASH.TO of its intent. Termination of Supplemental Agreements do not terminate this Master Agreement.
Termination of Supplemental Agreements either through termination of this Master Agreement or through
termination of a specific Supplemental Agreement will require destroying the original and all copies, in
whole or in part, in any form, including partial copies and modifications of the Software Product(s)
received from AASHTO or made in connection with this Master Agreement. AASHTO may require the
LICENSEE to terminate this Master Agreement in the manner described above if the LICENSEE fails to
comply with any of the terms and conditions of this Master Agreement.
5. Use: This Master Agreement and the Software Products may not be assigned, sublicensed, or
otherwise transferred by the LICENSEE without prior written consent from AASHTO.
6. Permission to Copy and Modify: Any Software Product materials provided by AASHTO under this
Master 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.
7. Protection and Security: The LICENSEE agrees not to provide or otherwise make available the
Software Product(s) provided under this Master Agreement in any form to any person other than the
LICENSEE's designated personnel. The LICENSEE agrees to notify AASHTO immediately of the
unauthorized possession, use, or knowledge of the Software Products(s) supplied under this Master
Agreement, by any person or organization not authorized by this Master Agreement to have such
possession, use, or knowledge. The LICENSEE will promptly furnish full details of such possession, use,
or knowledge to AASHTO, will assist in preventing the recurrence of such possession, use or knowledge,
and will cooperate with AASHTO in any litigation against third parties deemed necessary by AASHTO to
protect its proprietary rights. The 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 the LICENSEE
for its negligent or intentional harm to AASHTO's proprietary rights,or for breach of contractual rights.
8. 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 Master
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.
9. Warranty: AASHTO makes no warranty regarding the performance or results that may be obtained by
using the Software Product(s) provided under this Master Agreement, or that it is appropriate for the
LICENSEE's purposes,or that it is error free.
The sole obligation of AASHTO shall be: (1) to make available to the LICENSEE all published
modifications or updates made by AASHTO to the Software Product(s) provided to it for a period of 90
days after the effective date of this Master Agreement, or any Supplemental Agreement executed pursuant
to this Master Agreement, and (2) to make available to the LICENSEE all such modifications or updates
-2 -
after the initial 90 days, only in the event the LICENSEE has a current Supplemental Agreement(s) with
AASHTO.
10. Limitation of Liability. The foregoing warranty is in lieu of all other warranties, express or implied,
including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
11. Patent, Copyright, and Trade Secret Indemnification: 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 Master 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 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.
12. Right of Source Program: If AASHTO,whether directly or through a successor or affiliate,shall cease
to be a provider of Software Products, or if AASHTO should be declared bankrupt or insolvent by a court
of competent jurisdiction, LICENSEE shall have the right to obtain, for its own and sole use only,a single
copy of the then current version of the source programs for all programs supplied under this Master
Agreement, and a single copy of the documentation associated therewith, upon payment to the person in
control of the source program the reasonable cost of providing each copy. Each source program supplied
to LICENSEE under this paragraph shall be subject to each and every restriction on use set forth in this
Master Agreement, and LICENSEE acknowledges that the source programs and their associated
documentation are extraordinarily valuable proprietary property of AASHTO and will guard against
unauthorized use or disclosure with great care.
13. Charges: The license fees shall be set forth in Supplemental Agreements, and are incorporated by
reference herein.
14. General: The term "Master Agreement" as used herein includes any future written amendments,
modifications, supplements, or attachments made in accordance herewith. The LICENSEE agrees that its
acceptance of the Software Product(s)from AASHTO under this Master Agreement is conclusive evidence
that the license for such software is governed by the terms of this Master Agreement.
If any provision of this Master Agreement is determined to be unenforceable or invalid under any
applicable statute or rule of law, the remaining provisions of this Master Agreement shall not be affected
and shall remain in full force and effect.
The LICENSEE's remedies in this Master Agreement are exclusive.
AASHTO and LICENSEE acknowledge that they have read this Master Agreement, understand it, and
agree to be bound by its terms, and further agree that it is the complete and exclusive statement of the
agreement between the parties, which supersedes all proposals, oral or written, and all other
communications between the parties relating to the subject matter of the Master Agreement.
-3 -
In the event of any conflict between the terms and conditions of this Master Agreement and the terms and
conditions of any subsequent purchase order, the terms and conditions of the Master Agreement shall
control.
For AASHTO: For the AGENCY:
Name: Frederick G. Wright Name: SEE' Amu/eiD
Signature: Signature:
Title: Executive Directo Title:
Date: 07/14/2015 Date:
-4 -
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first stated above.
NAME OF CONTRACTOR
e c -t-[—ar L144
LAC
By: NAME OF PERSON SIGNING
POSITION OF PERSON SIGNING
ATTEST: distrAt6) f4oft.k. BOARD OF COUNTY COMMISSIONERS
Weld C /Clerk to the Bo rd WELD COUNTY, CO ORADO
BY:
Deputy Cle 11 tote • :=� _ '4t arbara Kirkmeyer Chair j 2 9 205
APPROVED AS TO F ,. '� 0 � APPROVED AS ' STANCE:
Controller `Jib
���r►-'� ep n
APPROVED AS TO FORM: �I
Director of General Services
Ile/NA ./e
County Attorney
02-6/ c>2i/77
American Association of State highway and Transportation Officials
444 North Capitol Street.N.W. Suite 249
Washington,DC 20001
AASHTOWare Non-Member Products and Services Request Form
Company: Weld County Government
This organization wishes to license AASHTOWare product(s)or services for the period of July 1,2015 through
June 30, 2016. 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 cuantitw
— First workstation license—$10,000
— Licenses for workstations 2+—$8,500 Each
0 AASHTOWare Bridge Rating Single Workstation Option ►' Quantity
— First workstation license—$10,000
— Licenses for workstations 2+—$8,500 Each
0 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—$3,600 ► Quantity
Choose Sponsonng Agency Please provide the state agency for which performing
bridge design work
❑AASHTOWare Bridge Rating Special Consultant Option—$3,600 ► Quantity
Please provide the state agency for which performing
Choose 9ponsnm,g Agency
bridge rating work
❑ AASHTOWare Bridge Design/Rating Special Consultant Option—
Single Interface(only available if license both Design and Rating)
❑AASHTOWare Bridge Design Agency Sponsored Consultant License—No ► I Quantity
Fee
Page 1 01'6
AASHTOWare Non-Member Products and Services
Please provide the state agency for which performing
bridge design work
❑AASHTOWare Bridge Rating Agency Sponsored Consultant License—No ► Quantity
Fee
Please provide the state agency for which performing
bridge rating work
El AASHTOWare Bridge Design/Rating Service Units—$11,600 Each ► Quantity
❑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
AASHTOWare Bride Management
❑AASHTOWare Bridge Management Super Site License—$30.000
❑AASHTOWare Bridge Management International License-$30,000(Five
Workstations)
❑AASHTOWare Bridge Management Local/Small Agency Asset Tier License ► C Quantity
—Please refer to page 58 of the AASHTOWare Catalog for license fee
LI AASHTOWare Bridge Management Local/Small Agency Enhanced Asset
Tier Support—$3,000
❑AASHTOWare Bridge Management Service Units—$11,600 Each _ ► Quantity
Li AASHTOWare Bridge Management Hosting and Add-On(HAO)Units— ► Quantity
$3,000 Each
❑AASHTOWare Bridge Management 120-Day Evaluation Option—No Fee
❑AASHTOWare Bridge Management Educational Option—No Fee
AASHTOWare Safety Analyst
❑AASHTOWare Safety Analyst Single Workstation License—$15,000 ► Quantity
AASHTOWare Safety Analyst International Workstation License-$15,000 ► Quantity
❑AASHTOWare Safety Analyst Service Units (MRI Global)—$8,500 Each > Quantity
❑AASHTOWare Safety Analyst Service Units (Exelis)—$9,000 Each ► ; Quantity
❑AASHTOWare Safety Analyst 120-Day Evaluation Option—No Fee
❑AASHTOWare Safety Analyst Educational Option—No Fee
AASHTOWare Pavement ME Design
(�AASHTOWare Pavement ME Design Individual Workstation-$5,000 Quantity
❑AASHTOWare Pavement ME Design Service Units—$11,600 Each
Lj AASHTOWare Pavement ME Design 30-Day Evaluation License—No Fee
El AASHTOWare Pavement ME Design Educational License—No Fee
Page 2 of 6
American Association of State Niphway and Transportation Officials
4!14 North Capitol Sinew N.W. Sults 249
Washington,DC 20001
FY 2016 Non-Member Primary Designee Form
The following person is designated as primary contact for all AASHTOWare software products/services as
selected above for FY 2016. 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 Billrng and Financial Designation
Designee: Mary Truslow
Title: Director of Applications&Database Services
{ Address: 1401 N. 17th Ave
City/State/Zip Code Greeley, CO 80631
Telephone: tel:970-356-4000 x2518
E-mail: 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 Bridge Design/Rating End-User
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
I Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
Page 3 of 6
AASHTOWare Bridge Management End User
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
El Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
AASHTOWare Safety Analyst End-User
Designee:
Title:
Address:
City/State/Zip Code
Telephone:
E-mail:
❑ Alternate Shipping Designee:
NamelTitle:
Address:
E-mail:
AASHTOWare Pavement ME Destde End-User
Designee: Jeannine Allen
Title: Application Analyst\Programmer
Address: 1401 N. 17th Ave
City/State/Zip Code Greeley CO 80631
Telephone: 970-304-6570 x2548
E-mail: jallen@weldgov.com
Alternate Shipping Designee:
Name/Title:
Address:
E-mail:
Page 4 of 6
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 5 of 6
organization Authorization
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.
i.
;A.l y s
Name Address
•.l `j /7) b O h a t , i re c-1-o(e. l 1 I J {-1• .S e r1 C-7,recley Co
Title Address J(o 3/
1U 3°44
•
Signature Telephone
(u _ r 5 [MCr•Qc?v�G Ic` C`'we tdhu0• cows
Date t-mail
Note: When completed,please return this Request Form with original authorizing signature to
Isnowdengilaashto.orq or anQelwaaashto.org.
Return is requested by July 17,2015. 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
DesignlRatinq Special Consultant Option and Agency Sponsored Consultant License
software reauests are processed.
Page 6of6
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