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Home My WebLink About20240059.tiffcOn+vJ c+ cl -r1 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Amendment to Pictometry Agreement for 2026 Collection Footprint DEPARTMENT: Information Technology DATE: 9/22/25 PERSON REQUESTING: Ryan Rose Brief description of the problem/issue: Weld County has an agreement with Pictometry to collect imagery over 3,998 square miles in 2026 (Agreement 20240059). After review of the collection footprint, the County Assessor has requested we slightly expand the collection boundary to include strategic areas on the boundary of Weld County that were omitted in the first collection footprint. Additionally, the vendor is proposing to improve data collection resolution from 3" to 2", providing Weld County with an improved final product. The modification to the resolution of the imagery does not impact the project cost. This agreement has been reviewed by the County Attorney's Office. What options exist for the Board? 1) Approve agreement. 2) Request work session to discuss. Consequences: This amendment expands the collection area and improves resolution of output product. Im pacts: Increases efficiency of Assessor Appraisal processes and provides a better basemap product for operational use moving forward. Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): $17,100 one-time cost to be paid from the IT Project Fund for fiscal year 2025. This is for the expanded footprint/collection area requested by the Assessor, not for the increase in resolution from 3" to 2". Recommendation: It is the recommendation of the IT department to approve this amendment. Support Recommendation Schedule Place on BOCC Agenda Work Session Other/Comments: Perry L. Buck Scott K. James Jason S. Maxey Lynette Peppier Kevin D. Ross ConS2n+ Ache r1 ac- � o/ i�zS -704 cC:Uhbc ( pt,wCl taS1119 I DA5/ZS 2oN-b059 170013 NitallgEAGLEVIEW. AMENDMENT TO AGREEMENT DATED MARCH 11, 2024 BETWEEN PICTOMETRY INTERNATIONAL CORP. AND WELD COUNTY, CO 1. This Amendment, including all Sections and Appendices referenced herein (collectively, this "Amendment") is entered into by and between Pictometry Intemational Corp., and its affiliates, also dba EagleView, ("EagleView") and Weld County, CO ("Customer"), and supplements and modifies the terms of the Master Services Agreement dated March 11, 2024, as, to the extent applicable, previously modified by addenda or amendments thereto (collectively, the "Agreement"). Any purchase order or similar document issued by Customer in connection with this Amendment is issued solely for Customer's internal administrative purposes and the terms and conditions set forth on such purchase order shall be of no force or effect as between the parties. To the extent that there is any inconsistency between the terms set forth in this Amendment and those set forth in the Agreement, the terms set forth in this Amendment shall prevail. 2. MODIFICATIONS TO AGREEMENT: a. The products, payments, and AOIs pertaining to the second refresh set forth in Section A of this Amendment shall be added to the Order Form dated March 11, 2024 set forth in the Agreement. b. All references to 3in GSD for all future imagery refreshes shall be replaced with 2in GSD. c. All other terms and conditions set forth in the Agreement shall remain in full force and effect. This Amendment is hereby accepted and agreed to by the undersigned parties and shall become effective upon the last date of execution by each Customer and EagleView (the "Effective Date"). ARTIE CUSTOMER EAGLEVIEW WELD COUNTY, CO PICTOMETRY INTERNATIONAL CORP. A Delaware Corporation SIG RE: 43,4e-t/A- SIGNATURE: Robert Locke Rnte•t I otke iSep: 7 `e )1 Jt.� FDi , NAME: Perry L. Buck NAME Robert Locke TITLE: Chair, Board of Weld County Commissioners TITLE: President EXECUTION DATE: OCT 15, 2025 EXECUTION DATE: Sep 22, 2025 Attest: Esther E. Gesick, Clerk to the Board dahvo Jdu);.e. By: Deputy Clerk to the Board Weld County, CO_LC-70oI4522_2025-09-22 l of vl.l (US) 202`4- 0059 Ilit lEAGLEVIEW, SECTION A ORDER # LC -10014522 BILL TO Weld County, CO Jacob Mundt 1400 N. 17th Ave. Greeley, Colorado 80631 (970) 304-6570 ; 2521 jacob.mundt@co.weld.co.us SHIP TO Weld County, CO Jacob Mundt 1400 N. 17th Ave. Greeley, Colorado 80631 (970) 304-6570 ; 2521 jacob.mundt@co.weld.co.us CUSTOMER ID SALES REP REFRESH FREQUENCY A1200467 Jason Brown Biennial REFRESH 2 PRODUCT NAME PRODUCT DESCRIPTION 95 Eagleview Reveal - 2in High resolution, measurable oblique and orthogonal imagery. Oblique image frames collected at 3in GSD or better, orthogonal image frames collected at 2in GSD or better. Orthomosaic imagery produced at 2in GSD from orthorectified orthogonal imagery via a fully automated photogrammetric process which includes project -wide color and contrast balancing. Visible seamlines may be present. Image frames and orthomosaics available as 3 -band RGB. Delivery to be provided via online Eagleview's online platform applications and APIs. Imagery extent based on a delivery grid shapefile approved by Eagleview. FEES Second Refresh Additional Due at Delivery/Activation: $17,100.00 Weld County, CO_LC-10014522_2025-09-22 2of4 v1.l (US) EAGLEter A01(S) IF APPLICABLE Strect`..4) h e m ; .. ^r_a .: � :ci�'kk ne-o _ no tor' Oast maSQ Liter' SQ 'CODt ► wow i7ccno 0rgtOCy+ q.t Weld County, CO_LC-10014522_2025-09-22 3 of v 1.1 (US) ==: EAGLEVIEW eagleviewm WI r I v .l r• Welch Esc O 2026 as•eale•s.ee l a•leesala•0.aaealas• ■•/ae•ar•afef/Hesfu•als/oaf■Siff•••eafuel.auseemossisaseasesea•laseat\mesas.as•assrsee/•lesitaee•es5e••u ae.eeee../ ease.asateeeaess•0easesssa edme0as8egs88046081.850•sett•else•aeSee00000osetae/e/emesae....eeemeeemer•rsosmaseeeemOomesaaleaeaseesesse • tosserassseea•al.atesflsefasesea\itsssfearsarssssrtallses• hale•essiettOO sssaflefatsesetsseseaessesefa\ease•se•\tsirsessesiislrarisrarrttta\1 ere.•......toots8r........e.........•...........................•..se5a...... e••ss•.ae•aeesaaaltaea/alasete.ate.etle•eO•m.m•etose./as•a.sas■e a. a..... rase•sea.sueelatasa.ouS•O.Sea•Sasas•sst.ale toea•a.as•lee■e.5aeeaSaeasess•ee$sseeest.e.ssmaseseete .a.000.8..S•asaa.suassat.sa•aaa.I.•.ssa 1•sseasaitreersomoleffa•lasfassslsssa.mea...Oleliasaa.S•Iea.Ssots.ef.s.f•..ae•itlsem ter\t•f/..tetatsa•lairs•fee.es.ls s. sa•ttassarlaa.seie.5 vs a.... asst...late.■aa..SaaetaOOOSOOSOOSSOsa.ar•e...r•rraa.\r u.•OMSOSUa.aaa•as ...••.aaa.•...• a sersear.r.awlsassetesr.ea.roomeos.aa.lea....• 161•SOsmmossseemeetee.ses ometes•.eta.set/seaoe••lee•eato5em5s.atsteat.ses.use•rsase/sO.s..Mesmsea•eeseass00 •5a55a.ear•ts.sesltleas/5s■let/.eft/aeu5efsae.eeeea■/ta.a/.il5ea.esm•.•./sefaaess•.•.•aoa/e•.meow.te5aefs.see.atea5t.sae/s55ee/a./lf.a/•fuOl.es5 seeaa■•let/srsssea..at•/5sseses.esesele.s/seare•a .■laSOOSOefea.l.Maes.•srsaSSaRSa/aleaa/as.eS0se.6/stsas•.ot•easssealse•reS•sa/eaOOSSOOSS5 userneeefseadwomme Mee.eer.w•teeeatttea./ /►f see s a/sees.ssaera•reasOODOs.e.OSwee.eMeOeO.5a4•a.am•rt OOOOOO5 teasaS leaoaa•Sets•M.•s5sOMMOs eu.5•eet0000se/aslees•soaa5eOew000MOOSOSOOMMOOBWOO.sr • a....westSOmmu-.esasa.a.eW000S.ers..e...Sies.essal amp fleeces.OSeee.a.iii.a....a.e.eeae...la.....e.se...........ee..ee .ea..s.S..ra.s slsseaatssaa• sea sea.eas.ea•ese SS.■lsets56e Seta•■...a wesen505.5•eta•se.aate•..\.as•s.seaee.e.see..lot•le....eoesmeass.l.atee•tss.as.se. a .eats.sees. toss\fae.•.r•isssarssre■asasu■se■e•sseuaae•■seta•■•■. sauf•.as.e.rteu• a/as/•saws•//aa•5•aesa.••a• r/rarrsf•tests.usousa.r*ues$se.ess•s.sfa\say/•5i as......a•. ..resents ceases... sees......eta..sraa....s.•a.••s..sss.a.a..s•ss.r..e.se.e.s..a.a. a.ss.sa.r..saa....s.asa.rifles eesr.sr....aa•..• sessasese•OSOOMm5R OOOOOOO SUMOe.e.aatauSJ OeSaaaaa.s•.a.a•tasaeaaasas.•.aaaaaaaa■■s■.e. saeseta►aaaawaaa•.....e.....asaes.l.S.■a... •seer•..■..sesa.ee.a.faass.fafe•etelsa5 rslrarades•1.ft•flatasa..t..lea.ses.seas..e.easeasa..rriatsssles•\Ia•sesfearefs•faatst\r//assa/l•1•llaalsae ..w.•e tsar. 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S•.••em•.seat.. ale.eaaSmteolasSa.SS.m.sseS ele•sea•se. Urx hy!r de t:nlisom/er-d4 i• „l, t N. -If s1/4 4Rj C. •c:Ir►nt as •.r, i- •_—t -,;des-ar : ' la au ,, tZ —" ! = 24 )I EY Cloud tin - 4093 So All i .2 Maa(slit rJJrviauoT i _ = SY SA Weld County, CO_LC-10014522_2025-09-22 4of4 v1.1(US) Contract Form Entity Information Entity Name* PICTOMETRY INTERNATIONAL CORP Entity ID* @00048124 Q New Entity? Contract Name * Contract ID AMENDMENT TO MSA FOR 2026 IMAGE COLLECTION 9947 Contract Status CTB REVIEW Contract Lead * JMUNDT Contract Lead Email jmundt@weld.gov Contract Description * EXTENSION OF BOUNDARY OF IMAGERY FOOTPRINT FOR 2026 IMAGE COLLECTION Contract Description 2 Contract Type* AGREEMENT Amount* $17,100.00 Renewable* NO Automatic Renewal Grant IGA Department INFORMATION TECHNOLOGY-GIS Department Email CM- InformationTechnologyGI S@weld.gov Department Head Email CM- InformationTechnologyGI S-DeptHead@weld.gov County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL D.GOV Parent Contract ID Requires Board Approval YES Department Project # Requested BOCC Agenda Due Date Date* 09/25/2025 09/29/2025 Will a work session with BOCC be required?* NO Does Contract require Purchasing Dept. to be included? 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 Termination Notice Period Contact Information Review Date 09/23/2026 Committed Delivery Date Renewal Date Expiration Date* 09/30/2026 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 10/10/2025 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 10/10/2025 10/10/2025 10/10/2025 Final Approval BOCC Approved Tyler Ref # AG 101525 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 10/15/2025 Dori-IvaC+ Ti PASS -AROUND TITLE: DEPARTMENT: PERSON REQUESTING: BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW Aerial Imagery Collection Agreement Information Technology / GIS Ryan Rose DATE: 2/28/24 Brief description of the problem/issue: On January 22, 2024, Weld County awarded Bid B2300209 for Aerial Imagery Collection to Eagleview, based in Rochester, NY. This agreement establishes the Terms and conditidns and Statement of work for the imagery collection. This is a 3 collection agreement proposing to acquire -750 square miles of imagery in 2024 and 2028, and -4000 square miles of imagery in 2026. The agreement has been approved by the County Attorney's Office and the funding will be include as part of ongoing annual budget requests. What options exist for the Board? 1) Approve agreement 2) Schedule work session to review Consequences: Operationally critical data source for the Assessor and multiple other County Departments Impacts: Will display new imagery on our Property Portal and internal maps and applications. Cost (Current Fiscal Year/Ongoing or Subsequent Fiscal Years: $ki000$05 2 spread across FY2024 - FY2029, included as part of annual budget request in the GIS Department. $990,000 00 Recommendation: it is the recommendation of the IT and Assessor Departments to approve this agreemeent. Perry L. Buck, Pro -Tern Mike Freeman Scott K. James Kevin D. Ross, Chair Lori Saine cone 3�t V 2q Support Recommendation Schedule Place o , I CC Agenda Work Session Other/Comments: mf cei Jiti 2024-6C69 I Too [3 eagleview CUSTOMER NAME: Attn: CUSTOMER ADDRESS: CUSTOMER PHONE: CUSTOMER E-MAIL: Weld County, CO Jacob Mundt 1400 N. 17th Ave. Greeley, Colorado 80631 (970) 304-6570 ; 2521 jacob.mundt@co.weld.co.us MASTER SERVICES AGREEMENT This Master Service Agreement ("Agreement") is entered into by and between the Customer identified above ("Customer") and Pictometry International Corp. dba EagleView, a corporation formed under the laws of the State of Delaware, with its principal place of business at 25 Methodist Hill Drive, Rochester, NY 14623 ("EagleView"). This Agreement is effective as of the date Customer signs the Order Form and will remain in effect during the Term, as defined below or until terminated as provided in this Agreement. In the event of a conflict between the terms of this Agreement and an Order Form, the Order Form shall prevail. Customer and EagleView may be referred to individually as "Party" and/or collectively as "Parties". EagleView shall provide the Product(s) and/or Service(s) in accordance with and subject to the conditions of this Agreement during the applicable Term as defined below. GENERAL TERMS AND CONDITIONS 1. DEFINITIONS 1.1. "Account" means an account created for Customer by EagleView for the purpose of providing access to the Product(s) and/or Service(s). L2. "Activation" means the point in time where Customer has access to an Account and the Products and/or Services are available to Customer. 1.3. "Authorized User" means: (i) any employee or elected or appointed official of the Customer authorized by Customer to use the Service; (ii) any additional users as may be defined in an Order Form (such as governmental subdivisions and their employees or elected or appointed officials if the Order Form indicates that governmental subdivisions are included) all of whom are considered to be agents of Customer for the purposes of Section 1.3; or (iii) a contractor of Customer (so long as Customer gives written notice of its intent to use such contractor to EagleView prior to being granted access to the Service and, unless EagleView expressly waives such requirement for any individual, has entered into a written agreement with EagleView authorizing such access). 1.4. "Confidential Information" means any non-public information that is identified as or would be reasonably understood to be confidential and/or proprietary as disclosed by a Party ("Discloser") to another Party ("Recipient"). Confidential Information of EagleView includes, but is not limited to: (a) the Product(s) and/or Service(s) including any related software code and Documentation; (b) the terms of this Agreement including all Order Forms and statements of work as applicable and related pricing, to the extent Customer is not required to disclose this information under a Freedom of Information Act type obligation, and (c) EagleView's roadmaps, product plans, product designs, architecture, technology and technical information, security audit reviews, business and marketing plans, and business processes, however disclosed. Confidential Information shall not include information that was (a) at the time of disclosure, through no fault of the Recipient, already known and generally available to the public; (b) at the time of disclosure to Recipient already rightfully known to the Recipient without any obligation of confidentiality; (c) disclosed to the Recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; or (d) independently developed by the Recipient without access to or use of the Discloser's Confidential Information. 1.5. "Documentation" means the materials describing the features and functions of the Product(s) and/or Service(s) as may be updated from time to time by EagleView. Weld County, CO_LC-10006137_2024-03-05 1 of 16 v. 3.2_LD o ,2 'e,5_9 _/ eagleview 1.6. "Fee" means the fees charged by EagleView for the Product(s) and/or Service(s) as identified in an Order Form or an invoice issued by EagleView. 1.7. "Intellectual Property Rights" means all worldwide intellectual property rights whether registered or unregistered including copyrights, patents, patent applications, trademarks, service marks, trade secrets, and all other proprietary rights. 1.8. "Malware" means any software program or code intended to harm, destroy, interfere with, corrupt, or cause undesired effects on program files, data, or other information, executable code, or application software macros. 1.9. "Older Form" means a mutually agreeable order describing the Product(s) and/or Service(s) purchased by Customer. The Parties may enter into several Order Forms with each Order Form made part of this Agreement. 1.10. "Products and/or Services" means EagleView's proprietary products and/or services and/or content identified in an Order Form and developed and owned by EagleView, its Affiliates (its directors, officers, employees, agents, representatives, advisors, and persons or entities which are controlled by or are under common control with EagleView) and/or their licensors. 2. ACCESS AND USE OF THE PRODUCT(S) AND/OR SERVICE(S) 2.1. Access to the Product(s) and/or Service(s). Subject to Customer's compliance with the terns of this Agreement, EagleView hereby grants to Customer the right to access and use the Product(s) and/or Service(s) identified on an Order Form(s) for its internal business purpose on a limited, revocable, non-exclusive, non- transferable basis in accordance with the scope of use identified in the Order Form. Unless a different term of the license grantto a Product is set forth in an Order Form, the right to access and use the Product(s) and Service(s) for its internal business purpose during the tern of any Order Form(s) is the only right granted to Customer under this Agreement and any Order Form(s). EagleView will have no liability for any loss or damage arising from Customer's failure to comply with the terms of this Agreement. EagleView will provide Customer a primary Administrator Account for managing and granting access to its Authorized Users. Customer shall be responsible for activating Authorized Users through use of the Account. Customer and its Authorized Users are responsible for maintaining the confidentiality of all passwords. 2.2. Access Restrictions. Access by Customer and its Authorized Users to the Service is subject to the following conditions: 2.2.1. Customer shall not access the Product(s), Service(s) or Confidential Information of EagleView in a way that might adversely affect the security, stability, performance, or functions of the Service. 2.2.2. Customer will not directly or indirectly: (a) resell or sublicense the Product(s) and/or Service(s), (b) modify, disassemble, decompress, reverse compile, reverse assemble, reverse engineer, or translate any portion of the software related to the Product(s) and/or Service(s); (c) create derivative works from the Product(s) or Service(s); (d) use the Product(s) and/or Service(s) in violation of applicable law or the rights of others; (e) perfoin any vulnerability or penetration testing of the Service; (f) cause harm in any way to the Product(s) and/or Service(s) or cause Malware to harm the Products and/or Service(s); (g) work around the Product(s)' and/or Service(s)' technical limitations; (h) remove any proprietary notices from the Application, documentation or any other EagleView materials furnished or made available hereunder, (i) access the Application in order to build a competitive product or service; or (j) copy any features, functions or graphics of the Application. 2.2.3. Customer will not use the Product(s) and/or Service(s) in connection with any data that: (a) may create a risk of harm or loss to any person or property; (b) constitutes or contributes to a crime or tort; (c) is illegal, unlawful, harmful, pornographic, defamatory, infringing, or invasive of personal privacy or publicity Weld County, CO_LC-10006137 2024-03-05 2 of 16 v. 3.2_LD NUM MED eagleview rights; (d) contains any information that Customer does not have the right to use; or (e) use the Application or associated documentation or Data Products in violation of export control laws and regulations. 2.2.4. EagleView may suspend the Product(s) and/or Service(s) if EagleView determines, in its reasonable discretion, that suspension is necessary to protect Customer or the Service from operational, security, or other material risk, or if the suspension is ordered by a court or other tribunal. In such event(s), EagleView will provide notice of suspension to Customer as soon as reasonably practicable. 2.3. Account Use. Customer is responsible for maintaining and keeping confidential its Account information, including passwords, usemames, and email addresses. If Customer becomes aware of: (i) any violation of the terms of this Agreement by an Authorized User or unauthorized access to an Account, or (ii) any compromise to an Account including unauthorized access to or disclosure of any Account information, passwords, usernames or login credentials, Customer must promptly suspend such access or Authorized User and notify EagleView. 2.4. Reservation of Rights. Except for the limited rights expressly granted herein, EagleView and its Affiliates retain all right, title and interest in all Intellectual Property Rights and technology related to EagleView's proprietary Products and Services. Customer shall preserve and keep intact all EagleView copyright, patent, and/or trademark notices presented in connection with the Products and Services. Customer shall not assert any implied rights in or to any of EagleView's Intellectual Property Rights. From time to time, Customer may provide suggestions, ideas, enhancement requests, or other information on their use of the Products or Services ("Feedback"). Customer agrees that EagleView shall have all right, title, and interest to use such Feedback without any restrictions and without any payment to Customer. 3. PAYMENT 3.1. Fees. Customer shall pay the Fees within thirty (30) days of receipt of invoice. EagleView shall have the right to assess a late payment charge on any overdue amounts equal to the higher of: (i) one and one-half percent (1.5%) per month; or (ii) the rate allowed by applicable law. Additional payment terms may be set forth in the Order Form. All Fees paid pursuant to this Agreement and any applicable Order Form are non-refundable and all Product(s) and/or Service(s) ordered pursuant to an Order Form are non -cancelable, unless expressly stated to the contrary. In the event that EagleView seeks legal recourse for the collection of any unpaid Fees from Customer, Customer shall be responsible for all of EagleView's costs of such collection action if EagleView is the prevailing party If any Fees are overdue by more than thirty (30) days, EagleView may, without limiting its other rights and remedies, suspend the Product(s) and/or Service(s) until such amounts are paid in full, provided that, EagleView will give Customer at least ten (10) days' prior notice that its account is overdue. 3.2. Pricing Changes. EagleView shall have the option to adjust the pricing for any Products and/or Services upon any renewal or extension of an Order Form by providing one hundred and eighty (180) days' notice of such pricing change to Customer prior to the date for such renewal or extension. 3.3. Taxes. The Fees do not include any levies, duties excise, sales, use, value added or other taxes, tariffs, or duties that may apply to the Product(s) and/or Service(s) ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If EagleView has the legal obligation to collect Taxes from Customer, Customer will pay that amount to EagleView unless Customer provides EagleView with a valid tax exemption certificate authorized by the applicable taxing authority prior to billing. For clarity, EagleView is solely responsible for taxes assessable against it based on its income, property, and employees. 4. TERM AND TERMINATION 4.1. Term. The term of this Agreement will commence on the date Customer signs an Order Form under this Agreement and will end upon the expiration date of the Order Form, or upon the expiration date of any subsequent or renewal Order Form(s) ("Term"). After expiration Customer shall not have any access to content , Product(s) or Service(s). Unless either Party gives notice of its intent not to renew the Product(s) and/or Service(s) and/or Content at least one hundred and twenty (120) days prior to the end of the then current Term, access to the Services will automatically renew. Weld County, CO_LC-10006137_2024-03-05 3 of 16 v. 3.2 LD Laleagleview 4.2. Termination. Either Party may terminate this Agreement upon written notice to the other Party if (i) the non -terminating Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of delivery of written notice; or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. EagleView may suspend the Product(s) and/or Service(s) in the event Customer is in material breach of this Agreement and such breach has not been cured within thirty (30) days' written notice to Customer. In the event of suspension due to Customer's material breach of this Agreement, Customer will remain liable for all Fees applicable to the Term that would have been paid had the Product(s) and/or Service(s) not been suspended. 4.3. Effect of Termination on Fees: EagleView Breach. In the event this Agreement is terminated by Customer for a material breach by EagleView, (a) where EagleView has fully delivered imagery to Customer, no refund of fees shall be made, or (b) where customer is accessing on-line imagery and data access and/or an application, EagleView will refund any unused prorated, prepaid fees for the Product(s) and/or Service(s). 4.4. Effect of Termination on Fees: Customer Breach. In the event this Agreement is terminated by EagleView for a material breach by Customer, Customer shall be responsible for all fees under any current Order Form(s). 43. Survival. Upon any expiration of the Product(s) and/or Services or termination of this Agreement, the following sections shall survive: 2.4 (Reservation of Rights), 3 (Payment), 5 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability), and 9 (General Provisions). 5. CONFIDENTIALITY 5.1. Obigations. Each Party will hold the other Party's Confidential Information in confidence with at least as much care as it holds its own Confidential Information, and neither Party will disclose any of the other Party's Confidential Information to any third party. Each Party may use the Confidential Information solely for purposes of its performance under this Agreement, and may disclose such information to its employees, subcontractors and professional advisors only on a need -to -know basis, provided that such employees, subcontractors and professional advisors are bound by obligations of confidentiality at least as restrictive as those set forth in this Agreement. 5.2. Required Disclosure. The Recipient may disclose Confidential Information as required by court order or otherwise by law, provided that it gives the Discloser prior written notice of such disclosure (to the extent legally permitted) as well as reasonable assistance if Discloser seeks a protective order to prevent the disclosure. Any disclosure pursuant to this Section 5.2 shall be restricted to include the least amount of Confidential Information necessary to comply with the order. All costs incurred by the Recipient in connection with complying with such order shall be reimbursed by the Discloser. 6. WARRANTIES 6, Mutual Warranties. Each Party represents and warrants to the other Party that: (i) it is a organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to carry on its business and to own and operate its properties and assets; and (ii) the individual signing this Master Services Agreement and/or the Order Form(s) has the requisite authority to bind the party to this Agreement. 6.2. EagleView Warranty. EagleView warrants that (i) it will provide the Product(s) and/or Service(s) with commercially reasonable care and skill; and (ii) the Product(s) and/or Service(s) will conform to the then -current Documentation in all material respects. In the event of a breach of this warranty, Customer's sole and exclusive remedy shall be as described in Section 4.3 Payments Upon Termination. 6.3. Disclaimer. EXCEPT FOR EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EAGLEVIEW MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. EAGLEVIEW EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EAGLEVIEW DOES NOT Weld County,CO_LC-10006137_2024-03-05 4 of 16 v. 3.2_LD eagleview WARRANT THAT THE PRODUCT(S) AND/OR SERVICE(S) (INCLUDING ANY SUPPORT SERVICES) WILL BE ERROR FREE, WILL MEET CUSTOMER'S REQUIREMENTS, OR WILL BE TIMELY OR SECURE. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATIONS OR WARRANTY ON BEHALF OF CUSTOMER TO ANY THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND SUPPORT SERVICES ARE PROVIDED "AS IS." 7. INDEMNIFICATION 7.1. EagleView Indemnification. EagleView will defend Customer against any claim, demand, suit or proceeding made by a third party alleging that the Product(s) and/or Service(s) infringes the intellectual property rights of such third party and will pay all costs or damages that are finally awarded by a court of competent jurisdiction (including reasonable attorneys' fees) or agreed to in a written settlement signed by EagleView. Customer will: (i) notify EagleView in writing within ten (10) calendar days of its receipt of notice of the claim, (ii) give EagleView sole control of the defense and settlement of the claim (except that EagleView will not settle any claim that results in liability or an admission of liability by Customer without Customer's prior written consent), and (iii) provide EagleView with all reasonable assistance, information, and authority necessary to perform EagleView's obligations under this paragraph. Notwithstanding the foregoing, EagleView will have no liability for any claim of infringement or misappropriation to the extent such claim arises from: (i) use of the Product(s) and/or Service(s) in combination with materials including software, hardware, or content not furnished by EagleView; or (ii) Customer's breach of this Agreement. 7.2. Remedies. In the event the Product(s) and/or Service(s) is held or is believed by EagleView to infringe or misappropriate any Intellectual Property Right of a third party, EagleView will have the option, at its expense, to: (i) replace the Product and/or Service with a non -infringing equivalent, (ii) modify the Product(s) and/or Service(s) to be non -infringing, (iii) obtain for Customer a license to continue using the Product(s) and/or Service(s); or (iv) terminate the Agreement and refund any prepaid, prorated fees for the remainder of the Term. The foregoing remedies constitute Customer's sole and exclusive remedies and EagleView's sole liability with respect to any third - party infringement claim. 7.3. Customer Indemnification. Customer will, at its expense, defend EagleView from and against all third party claims and will pay any costs, losses or damages that are finally awarded (including reasonable attorneys' fees) or agreed to in settlement to the extent arising out of Customer's breach of this Agreement (except to the extent permitted by law for actions in tort or that could lie in tort, regardless of whether that may be the type of action or the form of relief chosen by the claimant pursuant to the Colorado Govemmental Immunity Act, C.R.S. 24-10-101 et seq.), provided that (i) EagleView notifies Customer in writing within ten (10) calendar days of its receipt of written notice of the claim, (ii) Customer has sole control of the defense and settlement of the claim (except that Customer will not settle any claim that results in liability or an admission of liability by EagleView without EagleView's prior written consent), and (iii) EagleView provides Customer with all reasonable assistance, information, and authority necessary to perform Customer's obligations under this paragraph. 8. LIMITATION OF LIABILITY 8.1. Consequential Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, PROFITS, REVENUE, OR GOODWILL, WHETHER AN ACTION IS BASED IN CONTRACT, TORT, OR OTHERWISE, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.2. Limitation of Liability. EXCLUDING EITHER PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 7, TO THE EXTENT PERMITTED BY LAW, THE AGGREGATE AND CUMULATIVE LIABILITY OF EITHER PARTY INCLUDING ALL THEIR AFFILIATES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE MONTHS PRECEDING THE ACTIONS GIVING RISE TO THE CLAIM. Weld County, CO_LC-10006137_2024-03-05 5 of 16 s. 3.2_LD 7-/ eagleview 9. GENERAL PROVISIONS 9.1. Export Laws. The Product(s) and/or Services and derivatives thereof may be subject to export laws and regulations (lithe United States and other jurisdictions. EagleView and Customer each represent that it is not named on any U.S. government denied -party list. Customer will not permit any user to access or use any Product(s) and/or Service(s) or Content in a U.S.-embargoed country or region (including but not limited to Cuba, Iran, North Korea, Sudan, Syria, Crimea, or Russia) or in violation of any U.S. export law or regulation. 9.2. No Third -Party Beneficiaries. Except as specifically identified in this Agreement, nothing in this Agreement is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any Tights, remedies, obligations, or liabilities whatsoever. 9.3. Independent Contractors. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between any of the Parties hereto. Neither Party shall have the power nor authority to control the activities or operations of the other. At all times, the status of the Parties shall be that of independent contractors. 9.4. Force Majeure. Except with respect to Customer's payment obligations for services delivered, reports delivered, or any ongoing payment obligation, each party will be excused from performance under this Agreement, will not be deemed to be in breach hereof, and will have no liability to the other party whatsoever if either party is prevented from performing any of its obligations hereunder, in whole or in part, as a result of a Force Majeure Event. A "Force Majeure Event" means an event or occurrence beyond the control of the nonperforming party, such as an act of God or of the public enemy, embargo or other act of government in either its sovereign or contractual capacity, government regulation, travel ban or request, court order, civil disturbance, terrorism, war, quarantine restriction, epidemic, virus, fire, weather, flood, accident, strike, slowdown, delay in transportation, electrical power outage, interruption or degradation in electronic communications systems, inability to obtain necessary labor, materials or manufacturing facilities, and other similar events. In the event of any delay resulting from a Force Majeure Even_, any date of delivery hereunder will be extended fora period equal to the time lost because of the delay. 9.5. Security Assessment. Upon reasonable request, EagleView will assist Customer in its EagleView security risk assessments by completing forms and/or providing reports that provide Customer with generally available information 'elating to EagleView's security practices, policies and procedures used to protect its systems. Such information will include high level overviews of implemented security measures, such as access controls, encryption, or other means, where appropriate, and will provide details relating to how Customer's Confidential Information is disclosed, accessed, processed, and stored (as applicable). 9.6. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors, and permitted assigns. 9.7. Governing Law. This Agreement will be governed by the laws of the State of Customer, without regard to conflict of Inc principles. The Parties agree that any claims, legal proceedings, or disputes and/or litigation arising out of or in connection with this Agreement, will be brought solely in the state or federal courts located in the jurisdiction tie Customer is based in, and the Parties irrevocably consent to the exclusive personal jurisdiction of such courts. 9.8. Severability & Waiver. The failure of either Party to exercise any right or the waiver by either Party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same, or any other provision of this Agreement. All waivers must be in writing and signed by the Party waiving its rights. If any section of this Agreement is held to be invalid or unenforceable, the remain sections of this Agreement will remain in force to the extent feasible. 9.9. Notices. Notwithstanding anything to the contrary in this Agreement, notices and other communications may be given or made pursuant to this Agreement via electronic mail. Notwithstanding the foregoing, any notice concerning a material breach, violation, or termination hereof must be in writing and will be delivered: (a) by Weld County, CO_LC-10006137_2024-03-05 6 of 16 v. 3.2 LD eagleview certified or registered mail; or (b) by an internationally recognized express courier or overnight delivery service. All written notices or other written communications to EagleView shall be provided to the address first listed above and addressed to: ATTENTION: LEGAL DEPARTMENT. All written notices to Customer shall be sent to the address identified on the Order Form and addressed to the individual signing said Order Form, and shall be deemed to have been duly given when delivered personally, when deposited in the U.S. mail, postage prepaid, or when deposited with an overnight courier or delivery service. With respect to notices and other communications regarding EagleView's privacy policy, Support Plan, or other similar provisions, such notices shall be deemed given when posted to EagleView's website (www.eagleview.com) or e -mailed to the Customer's Account administrator(s). 9.10. Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute only one agreement. The execution and delivery of counterparts of this Agreement by electronic mail, electronic form (including execution by way of an electronic or other signature stamp), website submission, facsimile, or by original manual signature, regardless of the means or any such variation in pagination or appearance shall be binding upon the Parties executing this Agreement. 9.11. Entire Agreement. This Agreement, along with the Order Form(s) and Exhibit(s), contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, and all other communications between the Parties relating to such subject matter. The Parties agree that any tens or condition stated in a Customer purchase order is null and void. This Agreement may not be amended or modified except by mutual written agreement. In the event that any court holds any provision of this Agreement as null, void, or otherwise ineffective or invalid, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remaining provisions shall remain in full force and effect. The unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions hereof. A waiver by either Party of a breach or failure to perform hereunder shall not constitute a waiver of any subsequent breach or failure. Pictometry International Corp. dba EagleView RobeI-t Locke By. Name: Robert Locke Title: President Date: Mar 5, 2024 Weld County, CO_LC-10006137_2024-03-05 Weld County Boar ners By: d� Name: Kevin D. Ross Title: Chair Date: March 11, 2024 7of16 . 3 2_LD EN▪ NI▪ O MEL eagleview EFFECTIVE DATE (MONTH/DAY/YEAR): TERM (DURATION): Six years EXHIBIT A ORDER FORM BILL TO Weld County, CO Jacob Mundt 1400 N. 17th Ave. Greeley, Colorado 80631 (970) 304-6570 ; 2521 jacob.mundt(cr7,co.weld.co.us ORDER # LC -10006137 SHIP TO Weld County, CO Jacob Mundt 1400 N. 17th Ave. Greeley, Colorado 80631 (970) 304-6570 ; 2521 jacob.mundt@co.weld.co.us CUSTOMER ID SALES REP Jason Brown REFRESH FREQUENCY Al200467 Biennial QTY PRODUCT NAME PRODUCT DESCRIPTION 751 EagleView Cloud - Imagery GSD: 3in Refresh Frequency: Varied Start Year: 2024, 2028 Provides entitlement to the EagleView Platform, a secure hosted infrastructure and access to EagleView enabled workflow, analytics, and high -resolution imagery to dramatically improve efficiency for government agencies. Includes regular refreshes of ortho and oblique imagery at the GSD and frequency specified. Target capture season subject to weather and airspace permissions. Services term commences on date of activation. 3998 EagleView Cloud - Imagery GOD: 3in Refresh Frequency: 6- Year Refresh Start Year: 2026 Provides entitlement to the EagleView Platform, a secure hosted infrastructure and access to EagleView enabled workflow, analytics, and high -resolution imagery to dramatically improve efficiency for government agencies. Includes regular refreshes of ortho and oblique imagery at the GSD and frequency specified. Target capture season subject to weather and airspace permissions. Services term commences on date of activation. 1 EagleView Cloud - Physical Delivery - Ortho Provides an offline copy of the orthomosaic tiles and mosaics at the GSD specified in the EagleView Cloud - Imagery product once per refresh. Files to be provided in industry standard formats selectable by the customer with delivery made physically via hard drive media. 1 EagleView Cloud - Software Provides an unlimited number of authorized users the ability to login and access the EagleView Cloud software and analytics via the web -based EagleView Cloud platform. This software provides a robust compliment of tools for engaging with imagery as well as additional project and collaboration tools, and access to mobile application. Requires the purchase of an EagleView - Imagery entitlement. 1 EagleView Cloud - Comprehensive Integration Bundle Provides activation of integrations between the EagleView Cloud platform and compatible customer environments (including compatible CAMA providers, 911/PSAP, Cityworks, and ESR1/GIS) and via the Integirated Web Application. 1 EagleView Cloud - Authorized Subdivisions Extends the ability fora contracting county or non -state consortium of counties the ability to authorize access to their EagleView Cloud organization to any political unit or subdivision located totally or substantially within their boundary. 1 EagleView Cloud - Early Access Provides entitlement to imagery from counties neighboring the imagery AOI as part of EagleView Cloud. Also provides entitlement to Early Access to refreshed imagery captures which allows authorized users to use new imagery immediately following its preliminary processing and quality control checks and prior to its final processing. Early Access imagery will become available incrementally as it is Weld County, CO_LC-10006137_2024-03-05 8 of I6 v. 3.2_LD N IKO MIGN MEN eagleview processed, and it will remain available until final, fully processed imagery is made available through other means. 1 EagleView Cloud - Disaster Response Program Includes eligibility for the Disaster Response Program. 6 EagleView Cloud - Years Capture History Includes access to historical ortho and oblique frame imagery from the EagleView archive. Quantity represents the number of calendar years of archive imagery available in EagleView Cloud. FEES Due at Initial Activation of Services Due at First Anniversary of Initial Activation of Services Due at Second Anniversary of Initial Activation of Services Due at Third Anniversary of Initial Activation of Services Due at Fourti Anniversary of Initial Activation of Services Due at Fifth Anniversary of Initial Activation of Services $145,000.00 $190,578.44 $163,605.39 $163,605.39 $163,605.39 $163,605.39 Non -appropriation of Funds: Notwithstanding anything herein to the contrary, in the event that the funds due for deliverables under the terms and conditions of this Agreement are not lawfully appropriated, the following provisions shall apply: a. Customer shall provide EagleView with written documentation of non -appropriation of funds from its funding source one hundred and twenty (120) days prior to commencement of a subsequent refresh; b. This Agreement shall remain in full force and effect, however commencement of the subsequent refresh shall be deemed postponed until such time as funds for the subsequent refresh have been appropriated and all other sums due under the terns and conditions of this Agreement have been paid by Customer. In the event that the postponement exceeds eighteen months, EagleView reserves the right to terminate any and all obligations with respect to the postponement and all subsequent deliverables included in this Agreement; and c. If Customer, or any party authorized under the terms and conditions of this Agreement to use the licensed products set forth in this Order Form, is in possession of licensed products for which EagleView has not been fully compensated in accordance with the payment terms of this Agreement, Customer or such authorized party shall immediately cease use of those licensed products, purge those licensed products from all Customer and authorized party computers, and return those licensed products to EagleView. PRODUCT PARAMETERS Disaster Response Program ("DRP") Agreement includes eligibility for the DRP described below so long as the customer remains under an active services agreement and in good standing with EagleView. Imagery captured through DRP will be captured "as -is". A. Disaster Coverage Imagery at No Additional Charge — EagleView will, upon request of Customer and at no additional charge, provide standard quality imagery of up to 200 square miles of affected areas (as determined by EagleView) upon the occurrence of any of the following events during any period Customer is eligible for DRP: • Huricane: areas affected by hurricanes of Category 2 and higher. • Tornado: areas affected by tornados rated EF4 and higher. • Terrorist: areas affected by damage from terrorist attack. • Earthquake: areas affected by damage to critical infrastructure resulting from earthquakes measured at 6.0 or higher on the Richter scale. • Tsunami: areas affected by damage to critical infrastructure resulting from tsunamis. B. Discounted Rate — Coverage for areas affected by the events set forth above exceeding 200 square miles will be, subject to EagleView resource availability, offered to Customer at the then -current DRP rates. Also, coverage for areas affected by hurricanes below Category II, tornadoes below EF4 or earthquakes rated below 6.0 on the Richter Weld County, CO_LC-10006137_2024-03-05 9 of 16 v. 3.2_LD Ilan NEIN eagleview scale, flooding meeting or exceeding the major flood stage, wildfires impacting population centers, or other disasters as agreed to between the customer and EagleView, will be, subject to EagleView resource availability, offered to Customer at the then current DRP rates. Weld County, CO LC -10006137_202403-05 10 of 16 v. 3.2_LD ealeview AOI(S) Weld County, CO_LC-10006137_2024-03-05 11 of 16 WeId,'CO 2024/ 2028 v. 3.2_LD _/ eagleview [Signature page follows] Weld County, CO LC -10006137 2024-03-03 12 0116 v. 3.2_LD eagleview This Coder Form is incorporated by reference into the Master Services Agreement between Pictometry International Corp. dba EagleView and Customer. Pictometry International Corp. dba EagleView Robot Locke By: Ro 75 EST) Name: Robert Locke Title: President Date: Mar 5, 2024 Weld County, CO LC -10006137_2024-03-05 Weld County Bo BEstEo s By: (3_ Name: Kevin D. Ross Chair Title: Date: March 11, 2024 Attest: wad.,04 erk to the Bo • d ler to and 13.'16 v. 3.2_LD 020V- oo EMS eagleview EXHIBIT B SECURITY 1. Definitions. 1.1 "Critical Issue" means an issue that does, or has the potential to, compromise the confidentiality, integrity, availability, security, or privacy of Customer Confidential Information. 1.2 "Security Incident" means any (a) access to Customer's Confidential Information in the possession or control of EagleView or any Subcontractors, by an unauthorized party or by an authorized party for unauthorized purposes; (b) unauthorized use of any such Confidential Information; or (c) event involving data or information that results in a material impact to EagleView's services or to Customer. 1.3 "Standards Body" means any commercially recognized technology and or auditing standards organization, including but not limited to AICPA, ISO, ITIL, and NIST. 1.4 "Subcontractor" means a subcontractor of EagleView. 2 Payment Card Security Compliance. EagleView will meet the security requirements set forth in this Agreement or, alternatively, demonstrate and implement to Customer's reasonable satisfaction appropriate compensating controls. 2.1 To the extent applicable, EagleView will: (a) take all steps necessary to maintain its status as a PCI DSS compliant; (b) promptly notify Customer if EagleView ceases to be PCI DSS compliant, explaining the cause for non-compliance and the target date for becoming compliant; and (c) annually provide to Customer its current PCI DSS Attestation of Compliance report upon request. 2.2 EagleView may elect to use an alternative to PCI DSS, should a commercially accepted framework approved by major credit card processors become available. 2.3 If EagleView learns of any Critical Issues, EagleView will use all reasonable efforts to remediate such Critical Issues promptly. 3. Data Security. EagleView will: 3.1 Upon request, provide to Customer a report identifying where Customer Confidential Information is processed and stored, and how access is controlled. For any material changes in data center hosting, including, without limitation, outsourcing of data center hosting, such report will be accompanied by the most recent report for such data center. 3.2 Not allow Customer Confidential Information to be disclosed, accessed, processed, or stored outside the United States, its territories, and possessions ("U.S.") without notice to Customer, and will cooperate with Customer's security assessment of such non-U.S. based activities. EagleView will be responsible for any such non-U.S. based activities and will ensure that such non-U.S. based activities are in compliance with applicable law and this Agreement, including, without limitation, all security requirements. 3.3 When transmitting and storing Customer Confidential Information, encrypt such information using encryption at rest and encryption in transit that is applied to such Customer Confidential Information and maintains its protection throughout the lifecycle of such Customer Confidential Information. Use encryption keys and key management techniques that comply with security industry standards published by a Standards Body. 3.4 Where practicable, store Customer Confidential Information in a manner that logically or physically separates the data from other EagleView customer data. 3.5 Ensure that Customer Confidential Information is not stored on any portable removable media (such as USB mass storage, external hard drives, and CD/DVDs), except as necessary to support the services provided under this Agreement and provided that such Customer Confidential Information is encrypted as described in Section 3.3. 3.6 Remove all Customer Confidential Information from any media taken out of service and destroy or securely erase such media to make it unreadable, undecipherable, and unrecoverable by any means consistent with data destruction practices recommended by a Standards Body. 3.7 Conduct a security risk assessment, based upon a Standards Body framework, of all EagleView's Subcontractors. Ensure Subcontractors have and follow appropriate security processes and remediate any Critical Issues Promptly. Weld County, CO_LC-10006137_2024-03-05 14 of 16 v. 3.2 LD MEM eagleview 3.8 From time to time, EagleView may update its practices as described herein, but will not materially decrease the overall security of the Products and Services during the Term. 4. Penetralon Testing. 4.1 No more than once per year while this Exhibit is in effect and with no less than thirty (30) days prior written notice to EagleView, and prior written approval by EagleView, Customer will be permitted to conduct a penetration test at Customer's expense, and targeted at sites or services directed by EagleView, in order to vent, that EagleView has and continues to comply with the security and data requirements set forth in this Agreement. Customer may elect to use a qualified third -party vendor to conduct such penetration test. In no event will any such test exceed ten (10) business days in duration. Upon completion of such test, Customer will provide EagleView with a copy of the results of such test. 5. Information Security Program. Without limiting EagleView's obligation of confidentiality under this Agreement, EagleView will establish and maintain a written Information Security Program, together with adequate administrative, technical, and physical safeguards, to: 5.1 Ensure the confidentiality, integrity, and availability of all Customer Confidential Information that is accessed, processed, stored, or controlled by EagleView; 5.2 Take commercially reasonable efforts to protect against anticipated threats or hazards to the confidentiality, integrity, and availability of such Customer Confidential Information; 5.3 Maintain a vulnerability management program to protect hardware and software assets from known exploitable vulnerabilities that have an approved vendor/supplier patch or mitigation strategy; 5.4 Engage a third -party vendor to perform an annual penetration test. EagleView will also ensure all Critical Issues identified by such testing are remediated and retested promptly. Upon request, EagleView will provide Customer with a letter from the third -party stating that testing was performed, and all Critical Issues were addressed; 5.5 Prdect against unauthorized access to or use of such Customer Confidential Information; and 5.6 Such written Information Security Program and administrative, technical, and physical safeguards must be no less rigorous than accepted industry practices (such as applicable security standards published by a Standards Body), and will ensure that all such safeguards, including the manner in which Customer Confidential Information is collected, accessed, used, stored, processed, disposed of, and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. 6. Disaster Recovery and Business Continuity. EagleView will maintain a backup of Customer Confidential Informarion, for an orderly and timely recovery thereof if access to or use of the services hereunder may be interrupted. EagleView will maintain a Restore Point Objective ("RPO") of one business day prior. 7. Security Incident Process. EagleView will use commercially reasonable efforts to notify Customer, whose data is know. to be or suspected to be impacted, of any Security Incident within 72 hours of confirming that a Security Incidenthas occurred. Unless otherwise agreed to in writing, EagleView will remediate the cause of such Security Incident immediately. 7.1 Customer is responsible for providing EagleView with updated and accurate contact information. 7.2 EagleView agrees to fully cooperate with Customer in responding to the Security Incident, including, without limitation, by: (a) designating an employee to serve as primary point of contact and a backup who wLl maintain reasonable communication with Customer; and (b) assisting with any investigation of the nnsure or cause of such Security Incident. 73 If Customer determines that applicable law or regulation requires notification to any person of a Security Incident, such notification will be carried out by EagleView at EagleView's cost, including any costs for credit monitoring or other mitigation services, unless otherwise directed by Customer in writing; provided, however, that in all cases Customer will have sole control over the content, timing, and method of any such notification to persons affected by a Security Incident involving Customer's Confidential Information. 7.4 EagleView will maintain Security Incident handling and reporting processes that ensure: (a) relevant logs or other digital records related to the Security Incident are maintained until the Security Incident is declared fatty remediated; (b) all Security Incidents are appropriately logged; (c) all such logs and information are appropriately protected to ensure the integrity of such logs and information. Weld County, CO_LC-10006137_2024-03-05 15 of 16 v. 3.2_LD eagleview 8. Human Resources Security. EagleView will: (a) unless agreed otherwise in the Agreement, perform criminal background checks covering charges and convictions of any felony or any misdemeanor involving violence, dishonesty, or breach of trust for all employees of EagleView and any Subcontractors who perform services at Customer facilities and/or access or process Customer Confidential Information and/or access Customer information systems; (b) ensure that physical and logical access for each employee of EagleView and of any Subcontractors are deactivated within twenty-four (24) hours of such employee's termination of employment or such Subcontractor's termination of engagement; and (c) provide regular security awareness training to all EagleView employees and require Subcontractors to provide such training for their employees. 9. Facility Requirements. EagleView will employ physical security procedures to ensure that only authorized individuals have access to corporate facilities. Such procedures will include, but not be limited to, the use of video surveillance, cardkey access, and visitor authorization and supervision processes. Surveillance records will be maintained for at least 30 days. 10. Record Retention. EagleView will retain Customer Confidential Information as long as EagleView is required to by applicable law. Weld County, CO_LC-10006137_2024-03-05 16 of 16 v. 3.2_LD CO Weld County_EV Agreement_3-5-24 v2 Final Audit Report 2024-03-05 Created: 2024-03-05 By. Lindsey Dickens (Lindsey.Dickens@eagleview.com) Status: Sued Transaction ID: CBJCHBCAABAAGmAkjLPlsuLd_Hcgl-QuKM4Z-Jrov-mi "CO Weld County_EV Agreement 3-5-24 v2" History ,5 Document created by Lindsey Dickens (Lindsey.Dickens@eagleview.com) 2024-03-05 - 6:45:43 PM GMT- IP address: 54.239.255.173 3-c Document emailed to bob.locce@eagleview.com for signature 2024-03-05 - 6:54:28 PM GMT .5 Email viewed by bob.locke@eagleview.com 2024-03-05 - 7:04:50 PM GMT- IP address: 104.47.59.254 d© Signer bob.lo :ke@eagleview.com entered name at signing as Robert Locke 2024-03-05 - 7:06:51 PM GMT- IP address: 54.239.255.173 056 Document e -signed by Robert Locke (bob.Iocke@eagleview.com) Signature Date: 2024-03-05 - 7:05:53 PM GMT - Time Source: server- IP address: 54.239.255.173 Q Agreement completed. 2024-03-05 - 7:05:53 PM GMT Q Adobe Acrobat Sign Contract For Entity Information Entity Name * EAGLE VIEW Entity ID* @00048124 Contract Name 6 YEAR IMAGERY COLLECTION AGREEMENT Contract Status CTB REVIEW Q New Entity? Contract ID 7899 Contract Lead * JMUNDT Contract Lead Email jmundt@co.weld.co.us Parent Contract ID Requires Board Approval YES Department Project # Contract Description * ESTABLISHES TERMS AND CONDITIONS AND A STATEMENT OF WORK TO COLLECT HIGH RESOLUTION IMAGERY IN WELD COUNTY IN CY 2024, 2026, AND 2028. Contract Description 2 Contract Type * Department Requested BOCC Agenda Due Date AGREEMENT INFORMATION Date* 03/02/2024 TECHNOLOGY-GIS 03/06/2024 Amount* $990,000.00 Department Email Will a work session with BOCC be required?* CM- NO Renewable * InformationTechnologyGI NO S@weldgov.com Does Contract require Purchasing Dept. to be Automatic Renewal Grant IGA Department Head Email CM- InformationTechnologyGl S- DeptHead@weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYATTORNEY@WEL DGOV.COM included? 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 Termination Notice Period Contact Information Review Date * 01/01/2028 Committed Delivery Date Renewal Date Expiration Date* 01/01/2029 Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date CONSENT 03/06/2024 Approval Process Department Head Finance Approver Legal Counsel RYAN ROSE CONSENT CONSENT DH Approved Date Finance Approved Date Legal Counsel Approved Date 03/06/2024 03/06/2024 03/06/2024 Final Approval BOCC Approved Tyler Ref # AG 031124 BOCC Signed Date Originator JMUNDT BOCC Agenda Date 03/11/2024 MEMORANDUM TO: Esther Gesick, Clerk to the Board FROM: Ryan Rose, Chief Information Officer SUBJECT: B2300209, 3" Aerial Imagery BOCC Approval Date: January 22, 2024 January 22, 2024 Proposals were received and opened on 12/22/2023 for 3" Aerial Imagery collection with oblique views (Weld -1611). Four (4) proposals were received, and the final bid summary is attached for your information. County staff reviewed all bid responses ranging from $135,000 to $450,000 for a single imagery collection only and $990,000 to $3,141,667 for a total three collections over six years. EagleView out of Rochester, NY proposed the lowest cost solution for both the single collection and multiple collection options, and does meet the required specifications. The review committee acknowledges the importance of ongoing access to quality imagery and therefore recommends the option for a 6 -year agreement which will collect imagery three times as follows: • In 2024, we propose to collect 750 square miles of imagery primarily over SW Weld County. • In 2026, we propose to collect approximately 4,000 square miles of imagery encompassing all of Weld County. • In 2028, we propose to collect 750 square miles of imagery matching the area collected in 2024. The cost for these services totals $990,000 (annualized to $165,000) and includes the imagery, all associated hosting fees, and all required professional services. With the above information, I recommend the BOCC award the RFP for 3" Aerial Imagery collection to EagleView for a total amount of $990,000 ($165,000 per year for 6 years as part of the annual GIS budget). /22 - ITb03 WELD COUNTY Dept. of Information Technology PO Box 758 / 1401 North 17th Avenue, Greeley CO 80632 E-mail: jmundt@weld.gov Phone: (970) 400-2521 Fax: (970) 304-6572 DATE OF BID: 12/22/23 REQUEST FOR: Aerial Imagery DEPARTMENT: INFORMATION TECHNOLOGY BID NO: #62300209 PROJECT NAME Aerial Imagery PRESENT DATE: 1/8/24 APPROVAL DATE: 1/22/24 Vendor Name Product Total Bid Amount — single Total Bid Amount — 3 Address collection collections over 6 years (includes ongoing costs) (includes ongoing costs) Digital Mapping Incorporated 21062 Brookhurst St, Suite 101 Huntington Beach, CA 92646 3" Imagery with Oblique Photo Delivery Single Collection:750 mi2 3 Collections: 750 / 4000 / 750 mi2 $450,000.00 $3,141,666.67 EagleView 25 Methodist Hill Dr. Rochester, NY 14623 3" Imagery with Oblique Hosted Viewer Single Collection:750 mi2 3 Collections: 750 / 4000 / 750 mi2 $135,900.00 $990,000.00 Sanborn 1935 Jamboree Drive, Ste 100 Colorado Springs, CO 80920 3" Imagery with Oblique Hosted Viewer Single Collection:750 mi2 3 Collections: 750 / 4000 / 750 mi2 $155,587.50 $1,034,621.75 Vexcel Imaging US Inc 12503 E Euclid Dr Ste 20 Centennial, CO 80111 3" Imagery with Oblique Hosted Viewer Single Collection:750 mi2 3 Collections: 750 / 4000 / 750 mi2 $259.500.00 $2,011,000.00 ** Bids are being reviewed at this time by dept.** 2024-0059 pg (TOO( Hello