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2022-27RESOLUTION NO. 2022-27 COUNCIL MEMBER WOLFF INTRODUCED THE FOLLOWING RESOLUTION: WHEREAS, the Mayor and City Council have been presented with an Interlocal Cooperation Act Agreement between Douglas County, the City of Omaha, Papio River Natural Resources District, Sarpy County and the City of Blair, for the purpose of providing LIDAR (Light Detection and Ranging) surface/topographic data. WHEREAS, said Agreement is acceptable to the City of Blair. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF BLAIR, NEBRASKA that the Agreement attached hereto, marked Exhibit "A' and by this reference made a part hereof as though fully set forth herein, is hereby approved by the City of Blair, Nebraska. BE IT FURTHER RESOLVED THAT THE MAYOR AND CITY CLERK OF THE CITY OF BLAIR, NEBRASKA, are hereby authorized to execute and deliver said Agreement on behalf of the City of Blair, Nebraska. COUNCIL MEMBER WOLFF MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER SCHANK. UPON ROLL CALL, COUNCIL MEMBERS HAFER, SCHANK, HALL, WOLFF, RUMP, SHEPARD VOTING "AYE" AND COUNCIL MEMBERS NONE VOTING "NAY", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND APPROVED THIS 12TH DAY OF JULY 2022. CITY OF BLAIR, NEBRASKA BY RICHARD HANSEN, MAYOR ATTEST: c BREED WHEELER, CITY CLERK STATE OF NEBRASKA ) ) :ss: WASHINGTON COUNTY ) BRENDAWHEELER hereby certifies that she is the duly appointed, qualified and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said City, held on the 12th day of July, 2022. BRENDA WHEELER, CITY CLERK —2— City Clerk Office Use Only: �J � Publication Date (if pplic ble): RESOLUTION NO. /�. 0(`V,c Agenda Date: � 4 Department: Submitter: CITY OF OMAHA LEGISLATIVE CHAMBER Omaha, Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, the Public Works Department has partnered with the Douglas County GIS Department for the administration and maintenance of the county -wide Geographic Information System (GIS) through the Interlocal Agreement authorized by Ordinance No, 41418; and WHEREAS, as such, the GIS Department has secured an opportunity to partner with other public agencies to procure high-quality LiDAR data at a lower cost than originally projected; and, WHEREAS, the City of Omaha, Douglas County, Nebraska, Sarpy County, Nebraska, the City of Blair, Nebraska and the Papio-Missouri River Natural Resources District have all agreed to participate in this LiDAR project, according to the terms and conditions in the attached Interlocal Agreement, which by this reference becomes a part hereof, and, WHEREAS, City of Omaha will act as the lead agency for the procurement of this data, at a cost of $160,940.00, with each party reimbursing their portion within 30 days of the receipt and acceptance ol'this technology product. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY O1, OMAHA: THAT, as recommended by the Mayor, the Interlocal Agreement between the City of Omaha and Douglas County, Nebraska, Sarpy County, Nebraska, the City of Blair, Nebraska and the Papio-Missouri River Natural Resources District for administration and cost sharing on a joint LiDAR project, at a cost -of $160,940.00; $48,540.00 of which will be paid for by the Public Works Department, on behalf of the City of Omaha, and the remaining portion of the cost will be reimbursed by the various parties as provided for in this Agreement, is hereby approved. 3335htp Adopted: __ J U L 19 Attest:] A City Clerk Mayor APPROVED AST -ORM: 1�4 CITY .ATTORNEY ATfff, AN AGREEMENT BETWEEN THE DOUGLAS COUNTY, the CITY OF OMAHA, PAPIO RIVER NATURAL RESOURCES DISTRICT, SARPY COUNTY, and the CITY OF BLAIR THIS AGREEMENT made and entered into this �t ay `��� S , 2022 by and between the County of Douglas, a political subdivision organized and egAting under the laws of the State of Nebraska (hereinafter called "Douglas County"), the City of Omaha, a Municipal Corporation (hereinafter called "Omaha"), the Papio River Natural Resources District (hereinafter called "NRD"), the County of Sarpy, a political subdivision organized and existing under the laws of the State of Nebraska (hereinafter called "Sarpy County") and the City of Blair , (hereinafter called Blair). WITNESSETH: WHEREAS, Douglas County and Omaha have entered into a Interlocal Agreement as a result of which Douglas County maintains a GIS Department (hereinafter "DCGIS") which provides GIS services for both Douglas County and the City; and, WHEREAS, in order for DCGIS to effectively provide services, it must gather information which allows it to effectively function; and, WHEREAS, Douglas County, Omaha, NRD, Sarpy County, and Blair have mutually agreed that it would be appropriate and necessary to acquire LIDAR (Light Detection and Ranging) surface/topographic data covering all of Douglas and Sarpy Counties and a portion of Washington County and that the entities to this Agreement area will benefit from the LIDAR mapping to be obtained and have determined that such products can be acquired at a lower cost through a joint mapping effort than if acquired by individual agencies; and, WHEREAS, DCGIS has learned that another Nebraska public agency is engaging in a LIDAR project and would be funding most of the overheard, there is an opportunity to acquire the LIDAR product at a lower overhead costs and on a faster timeline and. WHEREAS, it is contemplated that DCGIS will administrator the contract with the vendor, VeriDaaS Corporation and that the parties will contribute to the cost of funding such contract as detailed in this Agreement. NOW, THEREFORE, the parties do agree that: I. PURPOSE The purpose of this agreement is to provide for the funding and administration of a LIDAR mapping Project (hereinafter called* the "Project") which will be overseen by DCGIS. The project shall be undertaken by DCGIS who will move forward with the services detailed in the Quote with attachments from VeriDaaS Corporation, Inc. (hereinafter called "Quote" and attached as Exhibit "A") iI. SCOPL OF SERVICES DCGIS will move forward with the Quote received from VeriDaaS corporation to gather LIDAR data in Douglas County, Sarpy County, and portions of Washington County. DCGIS will be responsible for the administration of the contract with VeriDaaS and for the receipt and verification of the data. After receipt of the data, DCGIS will then be responsible for providing the relevant data to each of the parties to this Agreement. The digital LIDAR surface/topographic data covering all of Douglas County, Sarpy County, and a portion of Washington County will be used by many GIS and CAD applications throughout City and County departments as well as within the engineering and environmental professional community which provide services to the Cities, Counties, and NRD. Access to current, high resolution LIDAR fosters improved engineering design and planning, hydrographic analysis and mitigation, spatial analysis using artificial intelligence/machine learning processes to extract surface features like buildings, tree canopy, pavement, etc. III. METHODS .AND PROCEDURE The work shall be performed by VeriDaa.S Corporation, who is recognized to have expertise in the field of this endeavor. DCGIS will enter into a contract with VeriDaaS Corporation to perform the work contemplated by this Agreement. No contract shall be signed with VeriDaaS until this Agreement has been executed by al the parties. After completion of the Project by VeriDaaS. Inc. each party to this Agreement shall receive a copy of the LIDAR data which may be used for whatever purpose they desire. IV. FEES, RECORDS, PAYMENT Omaha shall make payment in .response to the billings by VeriDaas. An account of Pro o'ject billings and payments by Omaha shall be made available to all. parties to this Agreement upon request. Upon notice from Omaha that it has been invoiced by VeriDaas after completion of the work contemplated by this .Agreement, each party will make payment of the amount detailed below within 30 days: Douglas County Engineer - $10,000 Sarpy County - $42,400 NRD - $50,000 Blair - $10,000 Omaha will be responsible for the balance of $48,540. V. ADMINISTRATION Administration of the, Project shall be the responsibility of DCGIS. DCGIS shall review payment decisions made by Omaha before payment is made to VeriDaaS. Payment may be withheld if, in the opinion of DCGIS, VeriDaas has not properly performed or documented the services for which the billing has been made, or if said services are not within the approved scope of services. Vl. DURATION Services from VeriDaaS. shall be completed no later than I)ecember 31, 2022, This Agreement may be extended past December 31, 2022, upon the mutual agreement of all parties to this Agreement, if it is necessary for completion of the Project contemplated by it. VII. NON-DISCRIMINATION The parties to this Agreement shall not, in the performance of this .Agreement discriminate or permit discrimination in violation of federal or state laws or local ordinances because of race, color, sex, age, disability, political or religious opinions, affiliations or national origin. VIII. APPLICABLE LAW Parties to this Agreement shall conform with all existing and applicable local ordinances; resolutions, state and local laws, federal laws, and all existing and applicable rules and regulations. Nebraska law will govern the terms and the performance under this Agreement. IX. STRICT COMPLIANCE All provisions of this Agreement and each and every document that shall be attached shall be strictly complied with as written, and no substitution or change shall be made except upon written direction from an. authorized representative. X. MERGER This Agreement shall not be merged into any other oral or written contract, lease or deed of any type. This is the complete and full agreement of the parties. XIIL MODIFICATION This Agreement contains the entire agreement of the parties. No representations were made or relied upon by either party other than those that are expressly set forth herein. No agent, employee employee or other representative of either party is empowered to alter any of the terms hereof unless done in writing and signed by an authorized officer of the respective parties. In WITNESSETH WHEREOF, the parties hereto have caused this instrument to be signed and sealed by their duly authorized representative. Executed this day of 32022, DOUGLAS COUNTY, NEBRASKA DocuSigned by: Av , 156r tmv, July 26, 2022 Chair, ounty'Board of Commissioners Date APPROVED AS TO FORM: DocuSigned by: A'a"Q.��CQU July 26, 2022 Deputy ounty Attorney Date 4 Executed this ay oi'�� U , 2022. ATTEST: CITY OF OMAHA: CITY CLERK OF T� CITY OF OMAf-1A APPROVED AS TO FORM: 2 2Z CITY ATTORNEY MAYOR OF THE CITY OF OMAHA Executed this 19th day of July '2022. SARPY COUNTY, NEBRASKA 7/19/2022 ounty Board of Commissioners Date (Vice Chairman) APPROVED AS TO FORM: VC �oU 7/21/22 Depu County Attorney Date Executed this .'� day of ,, �� .2022. PAPIO NATURAL RESOURCES DISTRICT, APPROVED AS TO FORM: d7 �S-Z Z Date Executed this 12- day of 31A I \/ , 2022. ATTEST: AA,t,� lAJ kt,-t, CITY CLERK OF THE CITY OF BLAIR CITY OF BLAIR: .i IA-- --: - --, MAYORO THE HE CITY "LAIR "ski J -I [Bj7' -" V' IL A0% X New Av"a 1UU 5e . • 2 Jun -2022 17 -Jul -2022 V 1111—WI . - Q2022OPW001-3 ' • Conse Vecchio • row RIM • / Omaha Public Works Classified LiDAR Data - Douglas County, Sarpy County, City Attn: HeatherTippey-Pierce of Blair, & Papio Watershed Area (Nebraska) 1819 Famam St 6th Floor Omaha NE 68183-1000 USGS QL1 Classified Data w/Add'I Feature Classes Deliverables & Features -.Douglas & Sarpy (Attach A) Deliverables & Features - Blair & Papio NRD (Attach B Douglas County, NE (-356 sq miles) 1.00 $76,540:00 $76,540.00 Sarpy County, NE (-260 sq miles) 1.00 $56,000.00 $56,000.00 City of Blair, NE (-50 sq miles) 1.00 $10,000.00. $10,000.00 Papio Watershed Area -Washington Co (--92 sq mi) 1.00 $18,400.00 .. $18,400.00 Subtotal $160,940.00 • Tax $0.00 Once signed, please return this sales quote via fax or e-mail. The data sets Shipping $0.00 referenced in this sales quote are provided to the Customer subject to the Other $0.00 attached End User License Agreement. Customer is permitted to publish the Total1. 1 ' QL1 classified data for public use but may not resell the data. VeriDaaS Corporation makes no express warranties and expressly disclaims any implied warranties. Invoice payment terms are net 30 days from invoice date. Please confirm your acceptance of this quote by signing here ---------> Signakire Print Name & Title Date If you have any questions concerning this quote, contact the sales representative noted above. Thank you for your business! 6200 S Syracuse Way Ste 485 1 Greenwood Village CO 80111-4750 T: 720.912.3787 1 veddaas.com Attachment A — Deliverables — Douglas & Sarpy Counties • QL1 Lidar Bare Earth point cloud in .las format • Classified point cloud in .las format o USGS classifications to be included - 1-7, 9-11, 15, 17-20 (see below) ■ Bare Earth hydro -flattened DEM's in GeoTIFF format o bridges removed; culverts not removed • Hydro -flattened breakiines in ESRI File Geodatabase format o PolylineZ or PolygonZ feature types o Streams >= 3 meters in width o Water Bodies >= 0.2 hectares (0.5 acres) o Islands >= 0,4 hectares • 6 -inch Elevation Contours in ESRI File Geodatabase format o PolylineZ feature type o "TYPE" attribute (String/Text data type, 50 char length): ■ Index (10 ft) ■ Index Depression ■ Intermediate (6 inch) ■ Intermediate Depression o "ELEVATION" attribute (Float data type with one decimal place) • Metadata (FGDC-compliant) in XML format o separate metadata file for each deliverable • LiDAR acquisition and processing report in PDF format • Ground Control Survey report in PDF format • Project tile index grid in ESRI File Geodatabase format Note 1- All data should be delivered as individual tiles using an agreed upon AOI tile grid Note 2 - All data should be delivered using the Douglas-Sarpy Low Distortion Projection (LDP), NAD1983 NE International Feet (projection file attached) Attachment A — Feature Classes — Douglas & Sarpy Counties Class. Code Description Notes 1 Unclassified 2 Ground 3 Low Vegetation 4 Medium Vegetation 5 High Vegetation 6 Building 7 Low Point (Noise) 9 Water 10 Rail 11 Road Surface 15 Transmission Tower 17 Bridge Deck 18 High Noise 19 Overhead Structure e.g,, traffic lights, street lights 20 Ignored Ground e.g., breakline proximity Attachment B — Deliverables — City of Blair & Papio Watershed Area in Washington County • QL1 Lidar • Bare Earth point cloud in .las format • Classified point cloud in .las format o USGS classifications to be included -1-7,9,20 Bare Earth hydro -flattened DEM's in GeoTIFF format o bridges removed; culverts not removed • Hydro -flattened breaklines in ESRI File Geodatabase format o PolylineZ or PolygonZ feature types o Streams >= 30 meters in width o Water Bodies >= 0.8 hectares (2 acres) o Islands >= 0.4 hectares (1 acre) • 1 -foot Elevation Contours in ESRI File Geodatabase format o PolylineZ feature type o "TYPE" attribute (String/Text data type, 50 char length): ■ Index (10 ft) • Index Depression ■ Intermediate Depression o "ELEVATION" attribute (Float data type with one decimal place) • Metadata (FGDC-compliant) in XML format o separate metadata file for each deliverable • LiDAR acquisition and processing report in PDF format • Ground Control Survey report in PDF format • Project tile index grid in ESRI File Geodatabase format Note 1 - All data should be delivered as individual tiles using an agreed upon AOI tile grid Note 2 - All data should be delivered in WKID 26852 — NAD 1983 StatePlane Nebraska FIPS 2600 (US Feet) Attachment B — Feature Classes — City of Blair & Papio Watershed Area in Washington County Class. Code Description Notes 1 Unclassified 2 Ground 3 Low Vegetation 4 Medium Vegetation 5 High Vegetation 6 Building 7 Low Point (Noise) 9 Water 20 Ignored Ground . e.g., breakline proximity \ I` ILC Omaha Metro Area AOI Agency Name City of Blair - 50 sq miles is 1. Douglas County — 356 sq miles > \ \ }#r ' Papio Missouri River NRD N 92 sq miles ' ' } 780`17 Sarpy County 260 sq miles t "s Missouri valley f f V�S•� I I -.,,� a _ xx-*�:'`"✓.3fy. �.._---_—--——————— — — — —._ I � —t �. ll Fremont 3 1 { I / f L {I —i � t S a 1 I € \ I r' 77 1 1 I \ s f 1 i E / ..- Valle t r ¢ � 'I +, I e -%"t _ rY• `t '•'"�; K ^Sr DsJl�t�lri� > II<horn �, I l l t Council Bluffs 1 1 T-, q EUZ r E _ I c giJJlo>9 € 66�levue I. a�a s s -'it r s n Sptir�f[QYtI� } # A 7 --— — — — — —— Ashland P, r� Kiz Plattsmouth i 66 ,♦ t �\ Map Date: May 13, 2022 ; Created by: Douglas Coghty GIS r 34 i L031 Waverlyi �00 VERIDAASTM PRODUCT END USER LICENSE AGREEMENT GOVERNMENT CUSTOMERS This END USER LICENSE AGREEMENT ("Agreement") is made between VeriDaaS Corporation ("VeriDaaS") and you or, if you are acting as an agent or representative of an entity or other organization, that entity or organization (in either case, "You"). You have ordered or otherwise expressed an interest in obtaining a license to certain products of VeriDaaS, including, without limitation, aerial LiDAR point cloud data, imagery or orthophotos, vectors, classification attributes or other data, or other related documentation, information or content. VeriDaaS is willing to provide You with a license to those products of VeriDaaS described in the confirmation of Your order provided by VeriDaaS (Your "Confirmation") or otherwise provided to You in connection with this Agreement (collectively, the "Product') if You agree to be bound by the terms and conditions of this Agreement. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, VERIDAAS IS, NOT WILLING TO LICENSE THE PRODUCT TO YOU. IF THE PRODUCT WAS DELIVERED TO YOU ON A TANGIBLE MEDIUM SUCH AS A FLASH DRIVE, THEN YOU MUST RETURN THE PRODUCT IN ITS ORIGINAL PACKAGING, WITHOUT BREAKING THE SEAL. IF THE PRODUCT WAS MADE AVAILABLE TO YOU IN AN ELECTRONIC FORMAT, THEN YOU MUST NOT DOWNLOAD, ACCESS OR USE THE PRODUCT, IF YOU DO NOT RETURN THE PRODUCT OR IF YOU DOWNLOAD, ACCESS OR USE THE PRODUCT, AS SPECIFIED ABOVE, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Agreement will be entered as of the date You first download, access or use the Product (the "Effective Date"). This Agreement consists of these terms and conditions and Your Confirmation (which is incorporated herein and made a part hereof). Unless otherwise amended as set forth herein, this Agreement represents the entire agreement and understanding between You and VeriDaaS as to the matters set forth herein and will exclusively govern Your access to and use of the Product and will supersede any oral or written proposal, agreement or other communication between You and VeriDaaS regarding the Product. Your acceptance of this Agreement is expressly limited to the terms and conditions set forth herein. Any additional or inconsistent terms provided by You in any other documents such as a purchase order will not have any legally binding effect on VeriDaaS. This Agreement may be modified only by a binding written instrument entered into by You and VeriDaaS. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Definitions. For purposes of this Agreement, the following definitions apply. Any capitalized terms in this Agreement not listed below will have the meanings given to them in this Agreement or, if not defined in this Agreement, will have their plain English (US) meanings. 1.1. Commercial Purpose. Redistribution, retransmission or publication in exchange for a fee or other consideration, which may include, without limitation: (i) advertising; (ii) use in marketing and promotional materials and services on behalf of a customer, client, employer, employee or for Your own benefit; (iii) use in any materials or services for sale or for which fees or charges are paid or received (e.g., textbook supplemental materials, books, syllabi, course packs); and (iv) use in any books, news publication or journal without an Educational Purpose. 1.2. Customer Group. 1.2.1. one individual; 1.2.2. one company, corporation, or similar legal entity (excluding affiliates or subsidiaries which will be treated as a separate Customer Group); 1.2.3. one subsidiary or affiliate of an entity; 1.2.4. one department of a federal agency at the U.S. Cabinet level (e.g., office of the U.S. Dept. of Agriculture of U.S. Dept. of Interior, but excluding sub -agencies); 1.2.5. one civilian federal agency below the U.S. Cabinet level; 1.2.6. one department of the four branches of the military, a defense agency, one of the unified commands, one of the non -Dept. of Defense entities identified in 50 U.S.C. Section 401 a or the State Department; 1.2.7. one department of a foreign military or an international defense or intelligence agency; Product End User License Agreement -Government Page 1 of 5 Revised 25 May 2022 1.2.8. one state or provincial agency; 1.2.9. one county or local government; 1.2.10. one non-governmental organization or non-profit organization; 1.2.11. one department within a single educational organization within a single country; 1.2.12. one international agency such as NATO, but excluding the United Nations and the European Union; 1.2.13. one office or department within the United Nations or the European Union; or 1.2.14. any one entity equivalent to any of the entities listed above, located outside the United States. 1.3. Demonstration Purpose. Any non -Commercial Purpose for demonstration, promotional or training purposes for a period of no more than ninety (90) days from Product shipment. 1.4. Derivative. Any addition, improvement, update, modification, translation, transformation, adaptation or derivative work of or to the Product, authored, created or developed by or on behalf of You, including, without limitation, any reformatting of the Product into a different format or media from which it is delivered to You, any addition of data, information or other content to the Product, or any copy or reproduction of the Product. 1.5. Educational Purpose. Any non -Commercial Purpose undertaken for study or research solely in furtherance of education. 1.6. Federal Civil Government Agency. Any government agency at the federal level, EXCLUDING all U.S. Department of Defense agencies and those agencies defined under U.S. Code Title 50. The U.S. Army Corp of Engineers is included in the definition of Federal Civil Government Agency under this Agreement. 1.7. Fees. The fees set forth in Your Confirmation, 1.8. Joint Protect. An undertaking between You and one or more other Customer Groups based on a contractual relationship existing as of the Effective Date. 1.9. Purpose. As may be indicated in Your Confirmation, Demonstration Purposes or Educational Purposes. 1.10. State and Local Government Agency. Any government agency at the state and local level. With regard to the United States, the term "state" includes the 50 United States and the United States' territories and possessions. 1.11. User. Employees or contractors of Yours or, as applicable, a Customer Group. 2. Grant of License. Subject to Your compliance with the terms and conditions of this Agreement, including, without limitation, payment of all applicable Fees, VeriDaaS grants to You a perpetual, non-exclusive, non -transferable, limited license to access, reproduce, store, display and create Derivatives of the Product, solely for Your governmental agency purposes and for any other non -Commercial public purpose. You may not receive any remuneration of any kind in exchange for granting third -parties access to the Product as permitted by the provisions of this Agreement. 2.1. You may post the Product and any Derivatives on Your website at full resolution for non -Commercial public Purposes. Any public display of the Product or any Derivative requires VeriDaaS to be properly acknowledged as defined in section 4 of this agreement. 2.2. You may use the Product and any Derivative for a Demonstration Purpose provided VeriDaaS is properly acknowledged as defined in section 4 of this agreement. 3. Sublicense. Subject to Your compliance with the terms and conditions of this Agreement, including, without limitation, payment of all applicable Fees, You may grant non -compensable sublicenses of the rights granted to You under Section 2 to access, reproduce, store, and display the Product to other Customer Groups solely for other governmental agency purposes and for any other non -Commercial public purpose. 3.1. Each sublicense must require the sublicensee to agree to be bound by this Agreement. You will remain responsible for any noncompliance by any sublicensee and sublicensee's breach of this Agreement shall be deemed to be Your breach of this Agreement. 4. Restrictions. You recognize and agree that the Product is the property of VeriDaaS and contains valuable assets and proprietary information of VeriDaaS. Accordingly, except as expressly permitted in Sections 2 or 3. You will not, and will not permit any User or third party to: 4.1. publish, transmit, reproduce, create Derivatives of or otherwise utilize the Product in any form, format or media; 4.2. merge the Product with any other data, information or content; Product End User License Agreement -Government Page 2 of 5 Revised 26 May 2022 4.3. reverse engineer or otherwise attempt to derive the algorithms, databases or data structures upon which the Product is based; 4.4. distribute, sublicense, rent, lease or loan the Product; 4.5. use the Product for the business needs of any third person or entity, including without limitation, providing any services to any third parties; 4.6. remove, bypass or circumvent any electronic or other forms of protection measure included on or with the Product; 4.7. alter, obscure or remove any copyright notice, copyright management information or proprietary legend contained in or on the Product; or 4.8, otherwise use or access the Product or any Derivatives for any purpose not expressly permitted under this Agreement, including, without limitation, for Commercial Purposes. All Products or Derivatives must contain the following copyright notice conspicuously displayed in connection with the Product or Derivative Work: V VeriDaaS Corporation. All Rights Reserved." for the Product, and "Includes copyrighted material of VeriDaaS Corporation. All Rights Reserved." for Derivatives. You acknowledge that You must obtain a separate distribution license from VeriDaaS in order to distribute or publish the Product or any Derivative Work in any form not expressly permitted under Sections 2 or 3. 5. Ownership. The Product, and all worldwide intellectual property and proprietary rights therein and related thereto, including, without limitation, all patents, copyrights, trademarks, trade secrets, moral rights, sui generis rights and other right in databases, and all rights arising from or pertaining to the foregoing rights, are and will remain the exclusive property of VeriDaaS and its suppliers. All rights in and to the Product not expressly granted to You are reserved by VeriDaaS and its suppliers. This Agreement does not grant You title to the Product or any copies of the Product. Any rights of Customer in any Derivative do not provide Customer with any rights in or to any Product used or incorporated in that Derivative except as granted under this Agreement. 6. Confidentiality, The Product includes metadata and other confidential and proprietary information of VeriDaaS ("Confidential Information"), You will not use any Confidential Information for any purpose not expressly permitted hereunder and will disclose Confidential Information only to Your employees and permitted sublicensees who have a need to know for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than Your duty hereunder. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as You protect Your own confidential or proprietary information of similar nature and with no less than reasonable care. 7. Audit. At VeriDaaS' request, You will provide assurances acceptable to VeriDaaS that You are using the Product consistent with the terms of this Agreement. Upon notice, VeriDaaS may inspect Your records, accounts and books relating to the use of the Product to ensure that the Product is being used in accordance with this Agreement. Term and Termination. This Agreement remains in full force until terminated as provided below. VeriDaaS has the right to terminate this Agreement, effective immediately upon notice to You, if You breach any provision of this Agreement. Upon termination of this Agreement, all rights granted to You hereunder shall immediately cease and You and Your sublicensees will: (a) discontinue all use of the Product; (b) if the Product was delivered on a tangible medium, return to VeriDaaS the Product and all copies thereof; (c) purge all copies of the Product or any portion thereof from all computer storage devices or medium on which You have placed or permitted others to place the Product; and (d) give VeriDaaS a written certification that You have complied with all of Your obligations hereunder. Limited Warranty; Disclaimer. VeriDaaS warrants that, for a period of thirty (30) days after Your receipt of the Product, the Product will perform substantially in accordance with its applicable specifications. VeriDaaS' sole obligation and Your entire remedy for breach of the above warranty is for VeriDaaS, at its sole option and expense, to: (a) repair or replace the non -conforming Product returned during the warranty period; or (b) refund all fees paid by You for the non -conforming Product returned during the warranty period. This limited warranty is void if any non -conformity has resulted from any accident, abuse, misuse, misapplication, or modification of or to the Product or any breach of this Agreement. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, ALL PRODUCT IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, ARE EXPRESSLY DISCLAIMED AND EXCLUDED BY VERIDAAS, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. VERIDAAS DOES NOT WARRANT THAT THE PRODUCT WILL BE ACCURATE, CURRENT OR Product End User License Agreement -Government Page 3 of 5 Revised 25 May 2022 COMPLETE, THAT THE PRODUCT WILL MEET YOUR NEEDS OR EXPECTATIONS, OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR -FREE OR UNINTERRUPTED. VERIDAAS PROVIDES ALL CONTENT AS A SERVICE TO YOU. SPATIAL, SPECTRAL, AND TEMPORAL ACCURACY CANNOT BE GUARANTEED. VERIDAAS RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY CERTAIN CHARACTERISTICS OF THE CONTENT. 10. Limitation Of Liability. IN NO EVENT WILL VERIDAAS OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR LOST DATA) ARISING FROM, OR RELATING TO, THIS AGREEMENT OR THE PRODUCT, EVEN IF VERIDAAS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VERIDAAS AND ITS SUPPLIERS' TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PRODUCT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO VERIDAAS FOR THE PRODUCT. THIS SECTION 10 SHALL BE GIVEN FULL EFFECT EVEN IF THE WARRANTY PROVIDED IN SECTION 9 IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 11. Reserved. 12. Export Control. You will comply with all applicable export control laws, rules and regulations. 13. Additional Terms. 13.1. You acknowledge that any actual or threatened breach of Sections 2, 3, 4, or 6 will constitute immediate and irreparable harm to VeriDaaS for which monetary damages would be an inadequate remedy. Therefore, without limiting any other remedy available at law or in equity, upon any such breach or any threat thereof, VeriDaaS will be entitled to seek injunctive relief against You as a remedy for such breach. To the fullest extent not prohibited by applicable law, any action brought for such relief may be brought by VeriDaaS upon ex parte application and without notice or posting of any bond, and You expressly waive any requirement for notice or the posting of any bond. If any action is brought to enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorney's fees, court costs, and other collection expenses from the non - prevailing parry, in addition to any other relief it may receive. 13.2. Failure to require performance of any provision of this Agreement does not waive VeriDaaS' right to subsequently require full and proper performance.of such provision. If any provision of this Agreement is determined to be invalid or unenforceable, such provision will to the extent possible be deemed amended by limiting and reducing it to the minimum extent necessary to make such provision valid and enforceable and the remaining provisions of this Agreement shall continue to be valid and enforceable and will be liberally construed to carry out the provisions and intent hereof. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of such provision in any other jurisdiction, nor will the invalidity or unenforceability of any provision of this Agreement with respect to any person affect the validity or enforceability of such provision with respect to any other person. 13.3. Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by You (by operation of law or otherwise) without the prior written consent of VeriDaaS. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger or consolidation. Any attempted assignment or transfer in violation of the foregoing will be null and void. 13.4. This Agreement shall be governed by the laws of the State of Colorado and to the extent applicable, the laws of the United States of America, without regard to conflicts of law principles that would require the application of the laws of any other state orjurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the federal or state courts with jurisdiction in Denver County, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. 13.5. Any notices to VeriDaaS relating to this Agreement shall be in writing and delivered by personal delivery, U.S. certified mail (return receipt requested), or a nationally recognized express mail carrier, to the address provided below and will be effective upon receipt by VeriDaaS: VERIDAAS CORPORATION ATTN: LEGAL DEPT 3925 90th Ave E Parrish FL 34219-2218 USA legal@veridaas.com Product End User License Agreement -Government Page 4 of 5 Revised 26 May 2022 All notices to You relating to this Agreement shall be delivered by personal delivery, electronic mail, facsimile transmission, U.S. certified mail (return receipt requested), or a nationally recognized express mail carrier to the address VeriDaaS has on file for You and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Product End User License Agreement -Government Page 5 of 5 Revised 26 May 2022 2022 Metro Omaha Area UDAR Acquisition Agency Cost Share City of Omaha Public Works $48,540 Douglas County Engineer Papio-Missouri River NRD City of Blair Sarpy County $10,000 $50,000 $10,000 $42,400 Total $160,940