CM-09-09-183LICENSE AGREEMENT C 0 ��
(FOR PUBLIC ENTITY)
THIS LICENSE AGREEMENT ("AGREEMENT") is entered into this 14th day of
September, 2009, by and between CAPITAL AREA METROPOLITAN PLANNING
ORGANIZATION (hereinafter "LICENSOR"), a Texas government entity located at One Texas
Center, 505 Barton Springs Road, Suite 700, Austin, TX and the "City of Round Rock"
(hereinafter "LICENSEE"), with its principal place of business located at "221 E. Main Street,
Round Rock, Texas 78664" for the project of "Round Rock's Transportation Master Plan
Update"
WHEREAS LICENSOR has developed certain computer software programs for its use and
for use by its members and member agencies; and
WHEREAS LICENSEE is a CAMPO member, a public, or a non-profit agency, and desires
to use said software programs and related documentation for its business purposes; and
WHEREAS LICENSOR is willing to grant rights to use and has agreed to provide copies of
such software to LICENSEE in accordance with the terms of this AGREEMENT;
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in
this AGREEMENT and for other good and valuable considerations, receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
For purposes of this AGREEMENT, "Software" means those computer programs labeled
as CAMPO_UI, TLOGIT, and/or TOLMOD, and electronic data files such as, but not limited to,
networks, demographics, and traffic counts (as applicable), developed by LICENSOR and
provided to LICENSEE under this AGREEMENT, as well as user and/or maintenance manuals,
and other related documentation, and all modifications and revisions thereof, in any tangible form.
LICENSOR hereby grants to LICENSEE a nonexclusive license to use the Software for
LICENSEE's business purposes in accordance with the terms of this AGREEMENT.
LICENSEE agrees that it will allow access to the Software only to those persons whose
position within its organization necessitates utilizing the Software.
LICENSE AGREEMENT (PUBLIC) - Page 1
C51\-01-09-1(13
LICENSE AGREEMENT
(FOR PUBLIC ENTITY)
LICENSEE may allow its third -party consultants or agents whose responsibilities to
LICENSEE require access to the Software to use such Software in furtherance of LICENSEE's
business purposes, provided those third parties agree to use the Software in accordance with the
terms of the written agreement set forth in Exhibit "A" hereto. LICENSEE agrees to require such
third party consultants or agents to execute and to provide signed copies of Exhibit "A" to
LICENSEE and LICENSOR within 14 days of execution.
LICENSEE agrees that the Software is being accepted as is and understands that
LICENSOR makes no guarantees as to the accuracy of the results obtained through use of the
Software.
LICENSEE acknowledges that LICENSOR asserts a proprietary interest in the Software
and agrees that this AGREEMENT gives LICENSEE a non-exclusive right to use the
aforementioned Software and that the distribution of the Software is done at the sole discretion of
LICENSOR. LICENSEE further agrees that LICENSOR is under no obligation to provide
LICENSEE with any further -developed computer software even though such software may be
distributed to other of LICENSOR's affiliates.
LICENSEE agrees to return all copies of the Software to LICENSOR or to destroy same
within 14 days of the termination of this AGREEMENT. Both parties agree that this AGREEMENT
is only applicable and valid for the software developed by LICENSOR and licensed pursuant to
this AGREEMENT and in no way affects any other agreement in force between the parties hereto.
Both parties agree that this AGREEMENT shall remain in force until September 14th,
2010. Early termination of this AGREEMENT may be initiated by either party notifying the other
party in writing by certified mail, return receipt requested, at the address set forth above or at such
address as either party may designate from time to time. This AGREEMENT may be extended
based on a request from the LICENSEE and upon written approval of the LICENSOR.
LICENSE AGREEMENT (PUBLIC) - Page 2
LICENSE AGREEMENT
(FOR PUBLIC ENTITY)
LICENSEE agrees to present or require the CONSULTANT listed in SUBLICENSE
AGREEMENT in Exhibit "A" to present any changes to the modeling assumptions such as, but not
limited to, demographics, networks, parameters, variables, or constants embedded in the model.
LICENSEE further agrees to give LICENSOR reasonable time for reviewing and approving any
proposed changes in the modeling assumptions and presentation of the results from the modeling
effort as final or complete to the CAMPO Technical Advisory Committee and/or CAMPO
Transportation Policy Board.
LICENSOR reserves the right to inform the CAMPO Technical Advisory Committee and/or
CAMPO Transportation Policy Board of any violation of this AGREEMENT or the SUBLICENSE
AGREEMENT in Exhibit "A" and recommend their rejection and/or disapproval of the modeling
results and or any projects based on said results.
IN WITNESS WHEREOF, the LICENSOR and LICENSEE have respectively signed this
AGREEMENT as of the day and year first above written.
LICENSOR LICENSEE
By: By:
Title: Title: 'n Nth
LICENSE AGREEMENT (PUBLIC) - Page 3
EXHIBIT "A"
SUBLICENSE AGREEMENT
This SUBLICENSE AGREEMENT is entered into this 14th day of September 2009,
by and between "CAPITAL AREA METROPOLITAN PLANNING ORGANIZATION"
("LICENSOR"), "City of Round Rock", ("LICENSEE"), and "URS" ("CONSULTANT"), located
at "9400 Amberqlen Blvd., Austin, TX 78729" for the project of "Round Rock's
Transportation Master Plan Update".
WHEREAS LICENSOR has developed certain computer software programs for its use and
for use by its members and member agencies; and
WHEREAS, LICENSEE is licensed to use that software in accordance with the terms of
the AGREEMENT (between LICENSOR and LICENSEE) to which this SUBLICENSE
AGREEMENT is attached as Exhibit "A"; and
WHEREAS, LICENSEE desires to contract with CONSULTANT to perform certain duties
or operations on LICENSEE's behalf in furtherance of its business purposes, the performance of
which requires use of the software;
NOW THEREFORE, in consideration of the mutual promises and covenants set forth in
this SUBLICENSE AGREEMENT and for other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
For purposes of this SUBLICENSE AGREEMENT, "Software" means those computer
programs labeled as CAMPO_UI, TLOGIT, and/or TOLMOD, and electronic data files such as,
but not limited to, networks, demographics, and traffic counts (as applicable), developed by
LICENSOR, as well as user and/or maintenance manuals, and other related documentation and
all modifications and revisions thereof, in any tangible form, made the subject of the
AGREEMENT
EXHIBIT "A" - Page 1
between LICENSOR and LICENSEE.
EXHIBIT "A"
SUBLICENSE AGREEMENT
CONSULTANT agrees that it will use the Software solely for the project of "Round
Rock's Transportation Master Plan Update" done for LICENSEE. CONSULTANT further
agrees to hold the Software in confidence and agrees not to transfer or distribute the Software or
to disclose any material information concerning the Software to any person or entity not a party to
this SUBLICENSE AGREEMENT.
Both parties agree that this SUBLICENSE AGREEMENT shall remain in force until
September 14th 2010. CONSULTANT agrees to return all copies of the Software to LICENSOR
or to destroy same within 14 days of the termination of this SUBLICENSE AGREEMENT or the
AGREEMENT (between LICENSOR and LICENSEE). Early termination of this SUBLICENSE
AGREEMENT may be initiated by either party or the LICENSEE notifying the other party in writing
by certified mail, return receipt requested, at the address set forth above or at such address as
either party may designate from time to time. This SUBLICENSE AGREEMENT may be
extended based on a request from the LICENSEE and upon written approval of the LICENSOR.
LICENSOR further reserves the right to extend this SUBLICENSE AGREEMENT for the same
project within a period LICENSOR deems appropriate upon request.
CONSULTANT may use the Software on its machines in its offices or on the business
premises and equipment of LICENSEE, if so required. Following completion of the project(s) for
which the Software is used and after conclusion of CONSULTANT's work and acceptance of such
work by LICENSEE, the CONSULTANT agrees to provide LICENSOR a copy of all reports
prepared for the project(s) and permanently erase the Software and related files from
CONSULTANT's system, including all storage media, and to return to the LICENSEE or destroy
all copies of Software.
CONSULTANT agrees to hold LICENSOR and LICENSEE harmless for any damage to
property of any kind whatsoever or for injury or death to persons in any way resulting from the use
or misuse of the Software. CONSULTANT agrees that the Software has been accepted as is and
understands that the LICENSOR and the LICENSEE make no guarantees as to the accuracy of
EXHIBIT "A" - Page 2
EXHIBIT "A"
SUBLICENSE AGREEMENT
the results obtained through the use of the Software.
CONSULTANT agrees to document any changes to the modeling assumptions such as,
but not limited to, demographics, networks, model parameters, variables, or constants embedded
in the model and the final results for LICENSOR's review upon such results presented to
LICENSEE. CONSULTANT further agrees to meet with LICENSOR's designees to answer
related questions at no cost to LICENSOR.
LICENSOR reserves the right to inform the CAMPO Technical Advisory Committee and/or
CAMPO Transportation Policy Board of any violation of this SUBLICENSE AGREEMENT and
recommend their rejection and/or disapproval of the modeling results and or any projects based
on said results. The CONSULTANT will not hold LICENSOR liable or seek compensation of any
kind for any damage due to the disapproval of such project or CONSULTANT's ineligibility to
solicit any future projects due to any violation in this SUBLICENSE AGREEMENT.
IN WITNESS WHEREOF, LICENSOR, LICENSEE, and CONSULTANT have respectively
signed this SUBLICENSE AGREEMENT, as of the day and year first written above.
By:
LICENSEE
CONSULTANT
By:
Title: Title:
LICENSOR
By:
Title:
EXHIBIT "A" - Page 3
DATE: September 14, 2009
SUBJECT: City Manager Approval -- September 18, 2009
ITEM: Consider executing (1) License Agreement with CAMPO, and (2) Exhibit "A"
Sublicense Agreement, both in conjunction with URS Corporation's update of
Transportation Master Plan,
Department: Transportation Services
Staff Person: Tom Word, P.E., Chief of Public Works Operations
Justification:
As part of the update of the City of Round Rock Transportation Master Plan, CAMPO requires a
licensing agreement to present any changes to the modeling assumption such as, but not
limited to, demographics, networks, parameters, variables or constants embedded in the
model. It also allows for the consultant, URS Corporation to perform certain duties or
operations on CAMPO's behalf related to the Transportation Master Plan update.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources:
URS Corporation
CAMPO (Capital Area Metropolitan Planning Organization)
Background Information:
The Transportation Master Plan depicts the location and general alignment of arterial level
roadways within the City of Round Rock's extra territorial jurisdiction. The plan is used to guide
the Transportation Capital Improvement Program.
A Contract for Engineering Services with URS Corporation was approved by City Council on
September 10, 2009 (R -09-09-10-10E5).
Public Comment:
N/A
UPDATED APRIL 2008