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Home My WebLink About20142578.tiff RESOLUTION RE: APPROVE LICENSE AGREEMENT FOR GIS DIGITAL DATA AND AUTHORIZE CHAIR TO SIGN - MAGELLAN PIPELINE COMPANY, LP 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 Agreement for GIS Digital Data 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 Magellan Pipeline Company, LP, commencing upon execution of signature, and ending five years hence, 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 Agreement for GIS Digital Data 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 Magellan Pipeline Company, LP 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 20th day of August, A.D., 2014. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, C DO (� ATTEST: dedetiLCt( ��„J_:� ��yy \coS G✓to-�r�/ ouglasademacher, C air Weld County Clerk to the Board ®1- CUSED bara Kirkmeyer, Pro-Tem BY�aoO�� D yClerktatheB•- � 7Irr an P. Conway APP D FORM: ®UlAtt l ----- Mike Free fi y Attorney ciN William . Garcia Date of signature: 9't Co; irh.Q) CR (6.8) 2014-2578 9 s �y DP0010 MEMORANDUM TO: Weld County BOCC August 15, 2014 1 1 r r FROM: Ryan Rose, Chief Information Officer SUBJECT: GIS License Agreement with Magellan Midstream Partners The attached License Agreement for Geographic Data between Weld County and Magellan Midstream Partners is being presented for consideration. The County Attorney's Office has approved four proposed minor exceptions to the standard from as follows: • Second Page: Addition of the words "including printing" o Clarifying an implicit provision • Second Page: Addition of the words "If applicable" o Clarifying the conditional nature of a clause • Third Page: Removal of the word "only" o Clarifying an implicit provision • Fourth Page: Insertion of the word "Licensee's" o Clarifying an implicit provision It is the recommendation of the Department of Information Technology to approve this agreement, thereby enabling the sale of GIS Data to Magellan Midstream Partners. 2014-2578 LICENSE AGREEMENT THIS LICENSE AGREEMENT, made thisa_day of August 2014, is entered into by and between the COUNTY OF WELD,STATE OF COLORADO, a body politic and corporate(the "County"), and Magellan Pipeline Company, L.P., a Delaware limited partnership (the "Licensee"), with offices for transaction of business located at One Williams Center, Tulsa Oklahoma 74172. WITNESSETH: WHEREAS, the Licensee has requested from Weld County a license to use the GIS Parcel Data; and WHEREAS,the County is willing to grant said license to Licensee subject to the limitations and provisions set forth in this agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties hereby agree as follows: ARTICLE I SCOPE OF AGREEMENT A. In consideration of Licensee's payment of the sum set forth in Article III,the County hereby grants the Licensee a personal, non-exclusive,non-assignable and non-transferable license for the term of this agreement to use the GIS Parcel Data owned by Weld County(the "Product") for internal use only by the Licensee and the Licensee's contractors for the sole purpose of gathering parcel data for existing pipeline assets, mapping, and future projects and as restricted by this agreement in Article IV. B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to Licensee. Ownership of the Product and of any authorized copies made by Licensee is vested in the County, subject to the rights granted to Licensee in this agreement. The County reserves all rights not expressly granted to the Licensee by this agreement. LICENSE AGREEMENT PAGE 2 C. The Licensee understands this is a one-time delivery and that the County has no responsibility for updating the Product or information contained therein. County shall have no obligation or responsibility to provide maintenance, support or training to Licensee. D. No part of the Product may be copied, reproduced or transmitted in any form or by any means whatsoever, including but not limited to, electronic, mechanical, photocopying, recording, scanning, or by any information retrieval system except for"approved purposes", without the express written permission of the County. "Approved purposes" under this agreement shall include the following: 1. Unrestricted use of the Product, including printing, on the Licensee's computers or by Licensee's contractors' or agents' computers for purposes of their contract or agency; 2. Use by the Licensee to create a 'new product', which uses as a component of said 'new product' some or all of the information contained in the Product provided to Licensee under the terms of this License Agreement. In order to constitute a new product, the Licensee must demonstrate to the County that the Licensee shall add meaningful additional information to some or all of the data contained in the Product; shall reorganize some or all of the data contained in the Product to make it usable to the audience to whom the Licensee intends to provide the data; and/or shall extrapolate some of the data contained in the Product in order to formulate and present opinions as to the meaning of the data. If applicable, a copy of the Licensee's explanation of how it intends to create a new product from the Product is attached to this License Agreement as Exhibit A. LICENSEE IS SPECIFICALLY PROHIBITTED FROM LICENSING, SUB-LICENSING, ASSIGNING, LEASING, PUBLISHING, TRANSFERRING, SELLING, PERMITTING ACCESS TO, DISTRIBUTING, ALLOWING INTERACTIVE ACCESS TO, OR OTHERWISE MAKING AVAILABLE THE PRODUCT OR ANY PORTION THEREOF T O ANY THIRD PARTY FOR ANY PURPOSE OTHER THAN AN APPROVED PURPOSE AS DEFINEDABOVE. Licensee agrees to notify its employees, agents, and any contractors of the restrictions contained in this License Agreement, and ensure their compliance with all restrictions. E. The Licensee agrees to recognize and honor in perpetuity the copyrights, and other proprietary claims for survey control information, databases, collateral information, and products established or produced by the County or the vendors furnishing said items to the County. LICENSE AGREEMENT PAGE 3 ARTICLE II PERIOD OF AGREEMENT A. This agreement shall commence upon payment in full to the County of the sum set forth in Article III by certified check to "Weld County" and upon the Licensee's receipt of the Product from the Weld County Geographic Information Systems Division("GIS"). The agreement shall remain in force for a term of five (5) years from the date Licensee receives the Product from GIS. B. The Licensee is only granted the right to use the Product during the License Period. This agreement shall automatically terminate upon the expiration of the term. C. The provisions of this agreement regarding confidentiality and restrictions (Article I, Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this agreement for any reason. ARTICLE III AGREEMENT SUM The Licensee shall pay to the County Five Thousand U.S. Dollars($5,000) by certified check upon execution of this agreement by Licensee and prior to receipt of the Product. Payment shall be made in full without deduction for any sales, use or other taxes or similar charges, which shall be paid exclusively by Licensee. ARTICLE IV NO WARRANTIES The Product has been developed solely for internal use by the County. Licensee expressly agrees that use of the Product is at Licensee's sole risk. The Licensee understands and acknowledges that GIS database and data in the Product is subject to constant change and that its accuracy and completeness cannot be and is not guaranteed.The designation of lots or parcels or land uses in the data base does not imply that the lots or parcels were legally created or that the land uses comply with applicable State or Local law. UNDER NO CIRCUMSTANCE SHALL THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. THE PRODUCT IS DISTRIBUTED ON AN "AS IS" BASIS. THE COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER LICENSE AGREEMENT PAGE 4 EXPRESSED OR IMPLIED, AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION CONTAINED THEREIN. THERE ARE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, OF TITLE OR MERCHANTABILITY OR FITNESS OF SUCH PRODUCT FOR A PARTICULAR PURPOSE. THE COUNTY IS NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT. INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF USE OF THE PRODUCT OR INABILITY TO USE THE PRODUCT OR OUT OF ANY BREACH OF ANY WARRANTY. THE LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF THE LICENSEE. ARTICLE V LIABILITIES A. THE LICENSEE AGREES TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, ITS OFFICIALS, OFFICERS, EMPLOYEES AND SERVANTS FROM ANY LIABILITY, CLAIMS, LOSS, DAMAGES, INJURY, COSTS AND ATTORNEY FEES ARISING OUT OF THIS AGREEMENT OR LICENSEE'S PROCURING, COMPILING, COLLECTING, INTERPRETING, PRODUCING, USING OR COMMUNICATING THE PRODUCT OR INFORMATION CONTAINED THEREIN. B. IF, NOTWITHSTANDING ARTICLE IV ABOVE, LIABILITY CAN BE IMPOSED ON COUNTY, THEN LICENSEE AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO LICENSEE, ARISING OUT OF ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE DOLLAR AMOUNT RECEIVED BY COUNTY UNDER THIS AGREEMENT, AND LICENSEE COVENANTS AND PROMISES THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT. C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY UNDER THE "COLORADO GOVERNMENTAL IMMUNITY ACT", §§24-10-101 et seq., C.R.S. OR ANY SIMILAR OR RELATED STATUTORY PROVISION AS APPLICABLE NOW OR HEREAFTER AMENDED. LICENSE AGREEMENT PAGE 5 ARTICLE VI BREACH AND REMEDIES A. In the event the Licensee breaches any of the terms, conditions, covenants, or agreements contained in this agreement, not only shall the license granted herein immediately cease, but the County shall thereupon have the right to any and all legal or equitable remedies, including but not limited to injunctive relief. B. Licensee acknowledges that use or disclosure of the Product in violation of this agreement may cause irreparable harm to the County. ARTICLE VII NON-ASSIGNABILITY Neither this agreement nor the rights granted by it shall be assigned or transferred by the Licensee under any circumstance whatsoever. This restriction on assignments and transfers shall apply to assignments or transfers by operation of law, as well as by contract, merger, or consolidation. Any attempted assignment or transfer in derogation of this prohibition is void. ARTICLE VIII GOVERNING LAW The validity, interpretation, and construction of this agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the United States of America. The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this agreement shall be Weld County, Colorado, and/or the Federal District Court for the District of Colorado. LICENSE AGREEMENT PAGE 6 ARTICLE IX MISCELLANEOUS A. The Licensee will do or cause to be done all things necessary to preserve its rights and meet its obligations under this agreement. B. This agreement contains no financial commitments on the part of the County, and any financial commitments on the part of the County which become a part of this Agreement are subject to appropriation by the Board of County Commissioners of Weld County, State of Colorado. If County funds for this agreement are not appropriated for each County fiscal year, the County may terminate this agreement upon thirty(30) days written notice to Licensee. The County's fiscal year is currently the calendar year. C. Captions used in this agreement are for convenience and are not used in the construction of this agreement. D. This agreement contains the entire agreement of the parties. No other representation whether oral or written may be relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms herein unless done in writing and signed by an authorized representative of the parties. No amendment may be made to this Agreement unless such amendment is first reduced to writing and duly executed by authorized representatives of both parties. E. If for any reason a court of competent jurisdiction finds any provision of this agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement shall continue in full force and effect. F. Nothing contained herein shall imply an employer/employee relationship, a joint venture, partnership, or other association between County and Licensee. G. Any notice or communication given pursuant to this agreement shall be given in writing, either in person (deemed given when actually received) or by certified mail, return receipt requested (deemed given three (3) days after mailed). Notice shall be given to the parties at the following addresses: LICENSE AGREEMENT PAGE 7 The County: Weld County GIS Division 1400 N. 17th Avenue P. 0. Box 758 Greeley, Colorado 80632 with a copy to: Weld County Attorney P. O. Box 1948 Greeley, Colorado 80632 The Licensee: Magellan Pipeline Company, L.P. One Williams Center, OTC-9 Tulsa, OK 74172 Attn: Jarrett Morrison H. The undersigned warrants to the County that it has full power and authority to enter into, and where applicable, to act as the agent of the Licensee and be bound to perform its obligations under this agreement. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. LICENSE AGREEMENT PAGE 8 IN WITNESS WHEREOF, said parties have hereto set their hands and seals. BOARD OF COUNTY COMMISSIONERS ATTEST: OF THE COUNTY OF WELD, STATE OF ia'Li '� ,�,,// COLORADO •aC/�t0 6L BY :-011c as 9 ouglh Rademacher, Chair AUG 2 0 2014 Weld County Clerk to the Boar/ , . 1 - /1) \ BY: k itIV6.9 nal '� �= D uty Clerk to the Boar . \ (t1 , NA 'V CENSEE: Magellan Pipeline Company, L.P. By: Magellan Pipeline GP, LLC, its General Partner r ♦ Waal BY : - - ,q'& L._ Bill Klein, Mgr. Real Estate STATE OF OKLAHOMA ) ) ss : COUNTY OF TULSA ) M Subscribed and sworn to before me in the county of Tulsa, State of Oklahoma, this 6 day of A ,, _, 2014. JARRETT MORRISON Notary Public, State of Oklahoma (Notary's official signature) Commissmn N 13007404 Mr Commission Expires AuQus1 13. 2017 ffI,tmss`- 13 , Hof ? Itotnmission expiration date) aow-257! it Mark Vers( on `�P LICENSE AGREEMENT THIS LICENSE AGREEMENT, made this day of 20 is entered into by and between the COUNTY OF WELD, STATE OF COLORADO, a body politic and corporate (the "County"), and (the "Licensee"), with offices for transaction of business located at WITNESSETH: WHEREAS, the Licensee has requested from Weld County a license to use the ; and WHEREAS, the County is willing to grant said license to Licensee subject to the limitations and provisions set forth in this agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions herein, the parties hereby agree as follows: ARTICLE I SCOPE OF AGREEMENT A. In consideration of Licensee's payment of the sum set forth in Article III, the County hereby grants the Licensee a personal, non-exclusive, non-assignable and non-transferable license for the term of this agreement to use the owned by Weld County (the "Product") for internal use only by the Licensee and the Licensee's contractors for the sole purpose of and as restricted by this agreement in Article IV. B. This Agreement does not constitute a sale of any title or interest in the Product. Title to the Product is not transferred to Licensee. Ownership of the Product and of any authorized copies made by Licensee is vested in the County, subject to the rights granted to Licensee in this agreement. The County reserves all rights not expressly granted to the Licensee by this agreement. LICENSE AGREEMENT PAGE 2 C. The Licensee understands this is a one-time delivery and that the County has no responsibility for updating the Product or information contained therein. County shall have no obligation or responsibility to provide maintenance, support or training to Licensee. D. No part of the Product may be copied, reproduced or transmitted in any form or by any means whatsoever, including but not limited to, electronic, mechanical, photocopying, recording, scanning, or by any information retrieval system except for "approved purposes", without the express written permission of the County. "Approved purposes" under this agreement shall include the following: 1 . Unrestricted use of the Product, including printing, [JM lion the Licensee's computers or by Licensee's contractors' or agents' computers for purposes of their contract or agency; 2. Use by the Licensee to create a 'new product', which uses as a component of said 'new product' some or all of the information contained in the Product provided to Licensee under the terms of this License Agreement. In order to constitute a new product, the Licensee must demonstrate to the County that the Licensee shall add meaningful additional information to some or all of the data contained in the Product; shall reorganize some or all of the data contained in the Product to make it usable to the audience to whom the Licensee intends to provide the data; and/or shall extrapolate some of the data contained in the Product in order to formulate and present opinions as to the meaning of the data. All- applicable, a [JMZJcopy of the Licensee's explanation of how it intends to create a new product from the Product is attached to this License Agreement as Exhibit A. LICENSEE IS SPECIFICALLY PROHIBITTED FROM LICENSING, SUB-LICENSING, ASSIGNING, LEASING, PUBLISHING, TRANSFERRING, SELLING, PERMITTING ACCESS TO, DISTRIBUTING, ALLOWING INTERACTIVE ACCESS TO, OR OTHERWISE MAKING AVAILABLE THE PRODUCT OR ANY PORTION THEREOF TO ANY THIRD PARTY FOR ANY PURPOSE OTHER THAN AN APPROVED PURPOSE AS DEFINEDABOVE. Licensee agrees to notify its employees, agents, and any contractors of the restrictions contained in this License Agreement, and ensure their compliance with all restrictions. E. The Licensee agrees to recognize and honor in perpetuity the copyrights, and other proprietary claims for survey control information, databases, collateral information, and products established or produced by the County or the vendors furnishing said items to the County. LICENSE AGREEMENT PAGE 3 i ARTICLE II PERIOD OF AGREEMENT A. This agreement shall commence upon payment in full to the County of the sum set forth in Article III by certified check to "Weld County" and upon the Licensee's receipt of the Product from the Weld County Geographic Information Systems Division ("GIS"). The agreement shall remain in force for a term of from the date Licensee receives the Product from GIS. B. The Licensee is only granted the right to use the Product during the License Period. This agreement shall automatically terminate upon the expiration of the term. C. The provisions of this agreement regarding confidentiality and restrictions (Article I, Paragraph D) and the provisions of Articles IV, V, and VI shall survive termination of this agreement for any reason. ARTICLE III AGREEMENT SUM The Licensee shall pay to the County by certified check upon execution of this agreement by Licensee and prior to receipt of the Product. Payment shall be made in full without deduction for any sales, use or other taxes or similar charges, which shall be paid exclusively by Licensee. ARTICLE IV NO WARRANTIES The Product has been developed solely for internal use only by the [JM3JCounty. Licensee expressly agrees that use of the Product is at Licensee's sole risk. The Licensee understands and acknowledges that GIS database and data in the Product is subject to constant change and that its accuracy and completeness cannot be and is not guaranteed. The designation of lots or parcels or land uses in the data base does not imply that the lots or parcels were legally created or that the land uses comply with applicable State or Local law. UNDER NO CIRCUMSTANCE SHALL THE PRODUCT BE USED FOR FINAL DESIGN PURPOSES. THE PRODUCT IS DISTRIBUTED ON AN "AS IS" BASIS. THE COUNTY MAKES NO WARRANTIES OR GUARANTEES, EITHER LICENSE AGREEMENT PAGE 4 EXPRESSED OR IMPLIED, AS TO THE COMPLETENESS, ACCURACY, OR CORRECTNESS OF SUCH PRODUCT, NOR ACCEPTS ANY LIABILITY, ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION CONTAINED THEREIN. THERE ARE NO WARRANTIES, EITHER EXPRESSED OR IMPLIED, OF TITLE OR MERCHANTABILITY OR FITNESS OF SUCH PRODUCT FOR A PARTICULAR PURPOSE. THE COUNTY IS NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT. INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF USE OF THE PRODUCT OR INABILITY TO USE THE PRODUCT OR OUT OF ANY BREACH OF ANY WARRANTY. THE LICENSEE AGREES THAT THE PRODUCT SHALL BE USED AND RELIED UPON ONLY AT THE RISK OF THE LICENSEE. ARTICLE V LIABILITIES A. THE LICENSEE AGREES TO INDEMNIFY AND HOLD HARMLESS THE COUNTY, ITS OFFICIALS, OFFICERS, EMPLOYEES AND SERVANTS FROM ANY LIABILITY, CLAIMS, LOSS, DAMAGES, INJURY, COSTS AND ATTORNEY FEES ARISING OUT OF THIS AGREEMENT OR LICENSEE'S PROCURING[JM4J, COMPILING, COLLECTING, INTERPRETING, PRODUCING, USING OR COMMUNICATING THE PRODUCT OR INFORMATION CONTAINED THEREIN. B. IF, NOTWITHSTANDING ARTICLE IV ABOVE, LIABILITY CAN BE IMPOSED ON COUNTY, THEN LICENSEE AGREES THAT COUNTY'S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES TO LICENSEE, ARISING OUT OF ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE DOLLAR AMOUNT RECEIVED BY COUNTY UNDER THIS AGREEMENT, AND LICENSEE COVENANTS AND PROMISES THAT IT WILL NOT SUE COUNTY FOR A GREATER AMOUNT. C. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO WAIVE OR LIMIT ANY RIGHT OR DEFENSE AVAILABLE TO COUNTY UNDER THE "COLORADO GOVERNMENTAL IMMUNITY ACT", §§24- 10-101 et seq., C.R.S. OR ANY SIMILAR OR RELATED STATUTORY PROVISION AS APPLICABLE NOW OR HEREAFTER AMENDED. LICENSE AGREEMENT PAGE 5 ARTICLE VI BREACH AND REMEDIES A. In the event the Licensee breaches any of the terms, conditions, covenants, or agreements contained in this agreement, not only shall the license granted herein immediately cease, but the County shall thereupon have the right to any and all legal or equitable remedies, including but not limited to injunctive relief. B. Licensee acknowledges that use or disclosure of the Product in violation of this agreement may cause irreparable harm to the County. ARTICLE VII NON-ASSIGNABILITY Neither this agreement nor the rights granted by it shall be assigned or transferred by the Licensee under any circumstance whatsoever. This restriction on assignments and transfers shall apply to assignments or transfers by operation of law, as well as by contract, merger, or consolidation. Any attempted assignment or transfer in derogation of this prohibition is void. ARTICLE VI11 GOVERNING LAW The validity, interpretation, and construction of this agreement shall be governed by and construed in accordance with the laws of the State of Colorado and the United States of America. The exclusive jurisdiction and venue for any lawsuit between the parties arising out of this agreement shall be Weld County, Colorado, and/or the Federal District Court for the District of Colorado. LICENSE AGREEMENT PAGE 6 ARTICLE IX MISCELLANEOUS A. The Licensee will do or cause to be done all things necessary to preserve its rights and meet its obligations under this agreement. B. This agreement contains no financial commitments on the part of the County, and any financial commitments on the part of the County which become a part of this Agreement are subject to appropriation by the Board of County Commissioners of Weld County, State of Colorado. If County funds for this agreement are not appropriated for each County fiscal year, the County may terminate this agreement upon thirty (30) days written notice to Licensee. The County's fiscal year is currently the calendar year. C. Captions used in this agreement are for convenience and are not used in the construction of this agreement. D. This agreement contains the entire agreement of the parties. No other representation whether oral or written may be relied upon by either party other than those that are expressly set forth herein. No agent, employee or other representative of either party is empowered to alter any of the terms herein unless done in writing and signed by an authorized representative of the parties. No amendment may be made to this Agreement unless such amendment is first reduced to writing and duly executed by authorized representatives of both parties. E. If for any reason a court of competent jurisdiction finds any provision of this agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this agreement shall continue in full force and effect. F. Nothing contained herein shall imply an employer/employee relationship, a joint venture, partnership, or other association between County and Licensee. G. Any notice or communication given pursuant to this agreement shall be given in writing, either in person (deemed given when actually received) or by certified mail, return receipt requested (deemed given three (3) days after mailed). Notice shall be given to the parties at the following addresses: LICENSE AGREEMENT PAGE 7 The County: Weld County GIS Division 1400 N. 17th Avenue P. 0. Box 758 Greeley, Colorado 80632 with a copy to: Weld County Attorney P. O. Box 1948 Greeley, Colorado 80632 The Licensee: H. The undersigned warrants to the County that it has full power and authority to enter into, and where applicable, to act as the agent of the Licensee and be bound to perform its obligations under this agreement. It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the undersigned parties and nothing in this Agreement shall give or allow any claim or right of action whatsoever by any other person not included in this Agreement. It is the express intention of the undersigned parties that any entity other than the undersigned parties receiving services or benefits under this Agreement shall be an incidental beneficiary only. LICENSE AGREEMENT PAGE 8 IN WITNESS WHEREOF, said parties have hereto set their hands and seals. BOARD OF COUNTY COMMISSIONERS ATTEST: OF THE COUNTY OF WELD, STATE OF COLORADO BY : Douglas Rademacher, Chair Weld County Clerk to the Board BY: Deputy Clerk to the Board LICENSEE: BY : STATE OF ) ) ss : COUNTY OF ) Subscribed and sworn to before me in the county of , State of , this day of , 20 . (Notary's official signature) (Commission expiration date) 0 MMAEAM GEILRAN" Jarrett Morrison Sr. Real Estate Representative Magcllan Midstream Partners, L.P. One Williams Center, MD OTC-9 Tulsa, Oklahoma 74172 jarrett.morrison(a7magellan 1p.com Office: (918) 574-7959 Cell: (918) 760-8315 August 6, 2014 Weld County Government ATTN: Jake Mundt Director of GIS and Web Development Department of Information Technology 1400 N. 17th Ave P.O. Box 758 Greeley, CO 80631 Re: GIS Parcel Mapping Data License Agreement Mr. Mundt, Please find enclosed the executed Weld County GIS Parcel Mapping Data License Agreement along with a Magellan Pipeline Company, L.P. check no. 7013567 in the amount of $5000.00 for the License fee for the full Weld County GIS Parcel Data set. Once the License Agreement is executed on behalf of Weld County please email me a copy for our records and please advise me with instructions how we can obtain the GIS Data for our mapping department. Should you have any questions, please contact me at (918) 574-7959. Otherwise, thank you for your continued cooperation in working with Magellan Pipeline Company, L.P. Sincerely, Jarrett Morrison Sr. Real Estate Representative Hello