HomeMy WebLinkAboutResolution - 2008-R0012 - Agreement - Intergraph Corporation - Software Maintenance Services And Training - 01_10_2008Resolution No. 2008-R0012
January 10, 2008
Item No. 5.17
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute a for and on behalf of the City of Lubbock an Agreement for software
maintenance services and training pertaining the City of Lubbock's Geographic
Information System (GIS) by and between the City of Lubbock and Intergraph
Corporation of Huntsville, Alabama, which Agreement and any associated documents are
attached hereto as Exhibit A and made a part hereof for all intents and purposes.
Passed by the City Council this loth day of January , 2008.
r101
D • D A. MILLER, MAYOR
ATTEST:
Rehe ca Garza, City Secretary
APPROVED AS 170 CONTENT:
cma-� Z1-,j
Mar Yearw d
Assistant City Manager/Chief Information Officer
APPROVED AS TO FORM:
Don Vandiver, ttomc'y o Counsel ~
D1)resl1mergraphG1Scon08Res
December 20, 2007
Res 11 on No. 2008—ROO12
Contract #: IN-0005622 Policy #: 99G�t Ii�20207
r MGRWH Coverage Period: 01/01/2008 thru1213112010 PO #: QUOTE - WORKING
Billing Terms: Prepaid Pay Terms: NET 30
Customer: Lubbock, City of Customer Code: MDC-107
Site(s): 00035749 Bill To:
Accounts Payable
P O Box 2000
Executive Summary
.Wb rkflow Engineering and Training*:
Software Maintenance Charge*:
Total Service Amount: $
Credit to be applied in the amount of
Remainder balance due will be in the
Lubbock, TX
79457
USA
Attn:
Phone:
FAX:
e-mail:
69, 300.00
292, 572.00
361,872.00
$28,008.00.
amount of $333,864.00.
This will be payable over 3 years with annual payments of $111,288.00.
Totals are exclusive of sales tax.
Offered By '
Intergraph
Name: McLean, Sherri
Department: SG&I Maintenance Contract Administration
Phone: 256-730-7072
FAX: 256-730-6708
e-mail path: sherri.mclean@intergraph.com
Accepted By
Company: Ci of Lubbock
Name/Title: David A. Miller
POC Phone: 468Y775-2106
POCFAX: 806-775-2100
POC e-mail:
Issue Date: 11/13/07 Date signed: January 10, 2008
All maintenance services provided hereunder are subject to Intergraph's Maintenance Service
Terms and Conditions (see Attachment A), with the exception of Article 4.1(.b) Changes and
Article 4.2 (a) Termination, which are hereby deleted. The Workflow Engineering and Training
courses, shown on Lines 9,12 and 13 of this maintenance quote, will be subject to Intergraph's
Training Terms and Conditions (see Attachment B), with the exception of the General Terms
of Pdymeht since the payment for these training courses will be combined with the payment
for the software maintenance. AT EST:
Approved as to Content: Ap ov(4as to For:
C�\d mRe cca Garza, �t Secretary
Ma k4 e "WoACM/CIO Don /vVandiver, VAAtt rney of Counsel
Site 00035749 Details
Resolution No. 2008-ROO12
Address:
JASON GOELZER
Municipal Square Building
916 Texas Avenue
Lubbock
TX
79401-2726
USA
Attn:
Jason Goelzer
Phone:
806-775-2361
FAX:
806-775-3033
e-mail:
jgoelzer@mylubbock.us
Maintenance Services Provided:
Line Item Gross Unit Net Unit Disc Disc $
# Item # Description Gov Otv Moth $ Mnth S °i Per With Extended $ Start Dt End Dt
1
GIS.M.SJBX509AA-A
GeoMedia -
PRM
30
36.00
36.00
0%
0.00
38,880.00
01/01/2008
12/3112010
CC - Full Kit -
Maintenance
2
GIS.M.SJBX690AA-A
GeoMedia Pro
PRM
33
130.00
130.00
0%
0-00
154.440,00
01/01/2008
12/31/2010
CC - English
Full Kit -
Maintenance
3
GIS.M.SJBX690AA-A
GeoMedia Pro
PRM
1
130.00
130.00
0%
0.00
4,680.00
01/0112008
12/31/2010
CC - English
- Full Kit -
Maintenance
4
GIS.M.SJBY690AA-A
GeoMedia Pro
PRM
1
109.00
109.00
0%
0.00
3,924.00
01/0112008
12/31/2010
NL - Mint
5
GIS.M.SJBY690AA-A
GeoMedia Pro
PRM
1
109.00
109.00
0%
0.00
3,924.00
01/01/2008
12/3112010
NL - Mnt
6
PBS.M.SNCC467AA-A
Oracle
PRM
2
25.00
25.00
0%
0.00
1,800.00
01/0112008
12/31/2010
Enterprise
Edition
7
GIS.M.SJBX935AA-A
GeoMedia
PRM
2
132.00
132.00
0%
0.00
9,504.00
0110112008
12/31/2010
Fusion CC -
Mnt
8
GIS.M.SJBX880AA-A
GeoMedia
PRM
2
60.00
60.00
0%
0.00
4,320.00
01/01/2008
12/31/2010
Grid -
CONCURREN
- Maintenance
9
GIS.T.TMAP2127C
GeoMedia/Gec
2
11,550.00
11,5W00
0%
0.00
23,100.00
01/01/2008
01/31/2008
Pro Training
10
GIS.M.SJBX851AA-A
GeoMedia
PRM
1
80.00
80.00
o%
0.00
2,880.00
01/01/2008
12/31/2010
Parcel
Manager - CC
- Maintenance
11
GIS.M.SJBY724AA-A
GeoMedia Pro
PRM
2
109.00
109.00
0%
0.00
7,848.00
01/01/2008
12/31/2010
for Intergraph
MGE Users -
Maintenance
12
GIS.T.TMAP2127C
GeoMedia/Gec
2
11,550.00
11,550.00
0%
0.00
23,100.00
01/01/2009
01131/2009
Pro Training
13
GIS.T.TMAP2127C
GeoMedialGec
2
11,550.00
11,550.00
0%
0.00
23,100.00
01/01/2010
01/31/2010
Pro Training
14
GIS.M.SJBY690AA-A
GeoMedia Pro
PRM
2
109.00
109.00
0%
0.00
7,848.00
01/01/2008
12/31/2010
NL - Mint
15
GIS.M.SJCC762AAMB
GeoMedia
PRM
1
1,459,00
1,459.00
0%
0.00
52,524.00
01/01/2008
12/31/2010
Wei
Professional -
Large Scale -
Maintenance
Totals: 37,138.00 0.00 361,872.00
Resolution No. 2008-R0012
----INE E H
SECURITY, Go ERNMENT & INFRASTRUCTURE
U.S. MAINTENANCE TERMS AND CONDITIONS
1.0 DEFINITIONS
1.1 "Agreement" means the agreement between
Customer and Intergraph that is created by Customer
accepting the Quote, which references and is subject
to, the Terms and Conditions. The Customer -accepted
Quote and the Terms and Conditions make up the
Agreement between Customer and Intergraph.
1.2 "Customer" means the entity or person
desiring to purchase maintenance services.
1.3 "Intergraph" means the Security, Government
& Infrastructure {SG&i) division of ' Intergraph
Corporation_
1.4 "Coverage Period" means the Agreement
period of performance as designated on the guote(s).
1.5 `Covered Products" means the hardware
and/or software products listed on the Quote for
which Services are to be provided by Intergraph.
Covered. Products shall also include additional copies
of a software product that are already covered by the
Agreement and that are purchased by Customer
during the Coverage Period. Covered Products may
include products of Security, Government &
Infrastructure, as well as Third Party Products, as
defined below.
1.6 "Quote" means a quotation for Services
submitted to Customer by Intergraph. A Quote may
be the quotation issued by the Customer Services
Center, but may also be the maintenance quotation
submitted to Customer along with a product
quotation.
1.7 "Scope of Work" means the specific
maintenance services contracted by Customer and to
be performed by Intergraph, as described in section
6.0 herein or by a separately executed document
1.8 "Services" means the maintenance services for
Covered Products that are further described in the
Scope of Work in section 6.0.
1.9 'Terms and Conditions" means these terms
and conditions that, together with the Quote accepted
by Customer, comprise the Agreement between
Customer and Intergraph for the Services,
1.10 -Ihird Party Products" means the hardware
or software products of any division of Intergraph
Corporation other than Security, Government &
Infrastructure and/or of an entity other than
Intergraph Corporation.
1.11 "Upgrade(s)" means the subsequent releases
to applicable software products covered under the
Agreement
2.0 AUTHORIZATION AND PERFORIiIf MCE
By accepting the Quote issued by Intergraph and
paying all charges listed in the Quote, Customer
thereby authorizes Intergraph to provide the Services
for Covered Products during the Coverage Period
specified on the Quote, and thereby agrees to these
Terms and Conditions. Such Services will be provided
in accordance with the Scope of Work as specified in
Section 6.0, or if applicable, a separately executed
Scope of Work. Apprommately sixty (60) days prior to
the Agreement expiration date, Intergraph will submit
to the Customer a renewal Quote that includes pridng
for the Services during the subsequent Coverage
Period. Coverage is not terminated unless Customer
provides notification at least thirty (30) days prior to
the current Agreement's expiration date. If Customer
desires to change coverage for the renewal Coverage
Period, G4aAmer should notify Intergraph and obtain
a revised renewal Quote that reflects Customer's
wishes, provided such changes are not in violation of
these Terms and Conditions.
3.0 ADDITIONS AND MUI.TIPI.E LICENSES
3.1 Additions to Agreement
In the event Customer purchases additional Hardware
or software from. Intergraph during the term of this
Agreement and does not also purchase maintenance
for those items at the time of purchase, Intergraph will
notify the Cusbarner by submitting, in writing another
Quote that reflects the additional items, effective
date(s) of service, and charges for those items,
pursuant to these Terms and Conditions.
Customer shall purchase maintenance coverage
on all additions of software licenses to a site
obtained via software license transfer. Software
license transfers shall be in accordance with the
Cucrnnrer Services Admlrrisrrarion
Y_ p. Bak 6695, 11wrrnWk, AL-15824-6695
End -User Ucense Agreement and Limited Product
Warranty for Intergraph Corporation. Software
Products) delivered with the software product and the
current Software Transfer Policy, which is
available upon request.
3.2 Multiple or Interdependent Licenses
Maintenance may not be declined for individual
software licenses of a software product for which
Customer has multiple copies under maintenance at
one site or for software licenses that are being
used interdependently at a single site.
4.0 CHANGES AND TERNI[NMON
4.1 Changes
The .Agreement may be changed or modified in
one of the following ways.
(a)
0
(c)
Intergraph provides a thirty (30) day written notice
during the Coverage Period of its intent to remove
any individual Covered Products from this
Agreement
Customer may remove Covered Products only at
Agreement renewal. Maintenance may not be
terminated for individual software licenses of a
software product for which Customer has multiple
copies under maintenance at one site or for
software licenses that -are being used
interdependently at a single site.
Any other changes or modifications must be by
mutual agreement.
4.2 Termination
This Agreement may be terminated prior to its
expiration in the following ways:
(a) Customer or Intergraph provides a written notice
of Latent to terininate. This Agreement shall
terminate thirty (30) days after the receipt of the
notice. See Section 5.4 regarding consequences of
termination by Customer.
(b) A new Agreement between Customer and
Intergraph is signed into effect for similar service.
(c) If either party petitions for reorganization under
the Bankruptcy Act or is adjudicated as bankrupt,
or a receiver is appointed for either partys
business, or the Customer fails to pay Intergraph
any amount when due hereunder.
5.0 CHARGES
Maintenance services are not eligible for discounts.
5.1 Payment
Annual charges are due net thirty (30) days upon
receipt of invoice. Customers who have not paid the
annual charges may not be rendered Services or
receive Upgrades until the charges are paid in full at
the discretion of Intergraph. The start of the Coverage
Period shall not be postponed due to delayed payment
of the annual charges. The Agreement shall be
considered as beginning on the first day of the month
that the Agreement becomes effective. Charges for
products added during a Coverage Period to an
Agreement shall be prorated to the rernaining months
of the Coverage Period, in whole month increments
only, and such charges shall be due and payable in
full upon receipt of invoice.
5.2Past Due Accounts
INTERGRAPH RESERVES THE RIGHT TO
REFUSE SERVICE TO ANY CUSTOMER WHOSE
ACCOUNT IS PAST DUE.
5.3 Consequences of Customer,
Termination
The effective date of termination CTennination
Effective Date") shall be the date that Intergraph
receives proper notice of terrninlatiori ` from the
Customer, Intergraph will refund the Customer
for any whole months charges of the Covered
Products, but excluding charges for any Third
Party Products, beginning with the first full
month after Termination Effective Date. If spare
parts were on order by Intergraph, in the course
of providing contracted hardware service for
Customer, at the time the Customer terminates
the Agreement. Intergraph shall invoice the
Customer for the purchase price of the parts,
including any applicable shipping or other
allocable expenses incurred by Intergraph, which
Customer agrees to pay.
5.4 Lapse in Software Maintenance Coverage
Software reinstatement fees will be applicable if there
is a lapse in maintenance service. Intergraph will
provide a Quote for reinstatement of maintenance
upon request_
6.0 SCOPE OF WORK
The Scope of Work addresses Services to be provided
for Covered Products. Section 6.1 addresses Services
offerings exclusive to hardware. Section 6.2 addresses
Services offerings applicable to software. The Per -Call
Services specified in Section 6.3 are applicable to all
service offerings addressed in the Scope of Work.
Page 2 of 7
6.1 Hardware Service
"Equipment" includes any and all individual items of
hardware assembled as a system and itemized on the
Quote.
6.I.1 Basic Maintenance Charge (BMC]
BMC provides full hardware system support following
the warranty period. Standard service does not
include operating system support or a repair time
guarantee. Intergraph will make best efforts to have a
repair technician at the customer's site within two (2)
lousiness days of determining that a site visit is
required to make a repair_ Planned maintenance will
be performed at a time mutually acceptable to the
Customer and Intergraph.
Telephone support will be provided to the Customer
during the principal period of maintenance (PPM)
which is defined as 8:00 a.m. to 5:00 p.nL Central
Time, Monday through Friday, excluding Intergraph -
observed holidays, unless otherwise agreed to by both
parties. On -site .hardware service guarantees a
reasonable effort to respond within the hardware
response time noted above, barring chmmistances
that are beyond the control of Intergraph.
Maintenance of Covered Products hardware will
include replacement of parts deemed necessary by
Intergraph.
All parts will be furnished on an exchange basis, and
items replaced will become the property of Intergraph.
Replacement parts may be either new or
reconditioned. Intergraph reserves the right to ship
customer-iristallable replacement parts and to
substitute like parts. Certain parts that are subject to
normal in -use wear and/or breakage are not covered
under this maintenance agreement, unless
rnamteriance for the part, when available, is included
as a separate line item on the Quote. Examples
include, but are not limited to, the Scanner Glass
Platen and Glass Platen Photo Carrier, stereo glasses,
Mylar digitizer covers and furniture items such as the
IrnageStation chair_
Neither the Customer, nor any third party person or
enterprise, shall perform, or attempt to perform,
maintenance or repairs to the Equipment during the
Coverage Period without the express written
permission of Intergraph or unless requested by
Intergraph.
All Equipment must be in operating condition or
restored to operating condition to be eligible under the
terms of this Agreement. Intergraph reserves the right
to exclude Equipment from this Agreement which has
been misused or subjected to undue physical or
electrical stress. Equipment that has not been covered
under an Intergraph BMC or Intergraph warranty will
require inspection and refurbishment at the
Customer's expense prior to being eligible for addition
to an Intergraph maintenance contract
Software on the Equipment (including the operating
system) must not be upgraded or changed without
specific instructions from Intergraph. Support
required by Intergraph to restore an item to working
order, when the malfunction is due to a non -approved
software upgrade or change, is not covered by the
BMC.
6.1.2 Access To Equipment
Intergraph shall have full and free access to the
Equipment for both planned and remedial
maintenance services subject to the Customer's
security requirements. Intergraph shall have access to
and the use of any machines, attachments.. features,
or other Equipment necessary to provide the
maintenance services, without charge to Intergraph.
Should Customer- fail to grant Interrgraph employees
and/or agents access to the Equipment in accordance
with this Section, the planned maintenance service
will be deemed to have occurred. Any additional on --
call maintenance expenses incurred will be charged
(portal-to-portal) to the Customer at the then -
prevailing Intergraph hardware per -call rates, which
are available upon request.
6.2 Software Service
6.2.1 Premium Service
Software support will be provided to the Customer
during the hours of 7:00 am. to 6:00 p.m. Central
Thm Monday through Friday, excluding Intergmph-
observed holidays.
Premium Service will include and be limited to the
following for Security, Government & Irrfrast ucftire
software products listed on the Quote as having
Premium level support under the Agreement
(a) Out -of -the -box functionality support via the Help
Desk (telephone or email)_
(b) Access to all published software Upgrades,
updates, fixes and enhancements-
(c) Ttuenty-four-hour-per-day/seven-day-per-week
access to problem Knowledge Base, an on -Line self-
help tool
(d) Complete problem diagnostic support 'This often
extends to data related problems that have
nothing to do with Intergraph software issues. It
should be noted that when Intergraph solves a
Page 3 of 7
data related problem, it will provide the
instructions for solving the problem to the
customer but not the actual solution. For
exarnple; if a customer has difficulty in performing
a bundle adjustment due to a data problem,
Intergraph will instruct the customer on the
proper steps to solve the problem, but will not, in
general, provide the results of the adjustment.
Support services are limited to the specific Security,
Government & Infrastructure products listed on the
Quote and functioning on the appropriate Intergraph -
supported operating system.
Intergraph will provide Upgrades, when made available
by Intergraph, for which Premium Service has been
purchased.
Premium Service may not be available for all
software products. Premium Service is only available
for the current version and the one version prior to the
current version of a particular Security, Government &
Infrastructure software product.
622 Advantage Service
Software support will be provided to the Customer
during the hours of 7:00 a.m. to 6:00 p.rrL Central
Time, Monday through Friday, excluding Intergraph -
observed holidays.
Advantage Service will include and be limited to the
following for Security, Government & Infrastructure
software products listed on the Quote as having
Advantage level support under the Agreement
(a) Out -of -the -box functionality support via the Help
Desk (telephone or email).
(b) Twenty four-hour-per-day/seven-day-per-week
access to problem Knowledge Base, an on-line self-
help tool.
Support services are limited to the specific Security,
Government & Infrastructure products listed on the
Quote and functioning on the appropriate Intergraph -
supported operating system.
,Advantage Service does not provide the Customer
with Upgrades or new releases to any software.
Advantage Service may not be available for all
software products.
6.2.3 Support of Third Party Software
Support and upgrades of Third Party Products
software shall be provided in the fashion and to the
extent that Inteigzapli is authoriz to provide such by
the third party manufacturer of the software. It is
expccted, however, that at a minimum, Intergraph
shall provide support via the Help Desk (telephone or
email) for all Third Party Products software listed on
the Quote. Additional levels of support, if required,
may be provided by Intergraph or the third party, as
applicable_
6.3 Per -Call Service
Any service call required as a result of Excluded
Services (Section 7.0) is considered Per -Call Service.
Intergraph will provide a quote to the customer upon
request for Per -Call Service_
Planned maintenance will be performed at a time
mutually acceptable to the Customer and Intergraph.
All parts will be furnished on an exchange basis, and
items replaced will become the property of Intergraph.
7.0 EXCLUDED SERVICES
Services and parts provided by Intergraph that are
outside the scope of and/or specifically excluded from
the Agreement will be invoiced at then prevailing per -
call rates (portal to portal).
7.1 Excluded hardware Services
Intergraph is not responsible for:
(a) Maintenance of Equipment that is operated at
a site where conditions are outside the
Equipment specifications.
(b) Movement or rearrangement of Equipment
after initial installation.
(c) Any parts, components, or subassemblies
installed in or added to Equipment after the
Agreement start date without the express
written approval of Intergraph-
(d) Maintenance calls that are necessary due to
failure of Equipment not covered in this
Agreement.
(e) Furnishing operating supplies or accessories;
painting or refinishing the Equipment or
furnishing materials for this purpose,
electrical work external to the Equipment; or
maintenance of other devices or software not
specified on this Agreement.
(f) Maintenance service (planned or remedial) if:
(1) The service is required due to accident,
neglect, misuse, negligence, electrical stress,
air conditioning, humidity control,
transportation, non -Intergraph -supplied
communication media Equipment and/or
software malfunctions, or causes other than
ordinary intended normal use as defined by
the manufacturer; or (2) Equipment has bccn
maintained or repaired, or if attempts have
been so made by other than Intergraph
personnel or its agents without prior
Page 4 of 7
(9)
(h)
Intergraph approval; or (3) Equipment has
been reinstalled at a new location
unacceptable to Intergraph.
If, in Intergraph's opinion, individual items of
Equipment under this Agreement cannot be
properly or economically repaired on -site due
to excess wear or deterioration, or the
Equipment has reached the end of normal
lifetime or maximurn usage levels as defined
by the manufacturer, Intergraph may at its
discretion recommend refurbishment or
replacement. Upon request from the
Customer, Intergraph will provide a written
estimate of refurbishment charges and the
related shipping and insurance charges.
Refurbishment will be accomplished on
Customer premises if feasible and
economically reasonable, otherwise
Equipment will be returned to Intergraph or
manufacturer for refurbishment. All charges
for parts, kits, and labor for refurbishment
shall be borne by Customer. Ar) alternate
quotation for replacing the Equipment with a
refurbished or new unit on a direct exchange
basis will be provided by request. Intergraph
is not responsible for providing a temporary
replacement unit for Customer's use during
.refurbishment or replacement. Intergraph
reserves the right to withdraw maintenance
service for a particular item of Equipment if
Customer fails to accept the terms and
charges for refurbishment or exchange. In the
event Intergraph withdraws maintenance for
a particular item of Equipment, the charges
pertaining to such item of Equipment shall be
prorated for the remaining term of this
Agreement, and, if prepaid, refunded to
Customer.
At Intergraph's option, warranty and
warranty upgrade parts and services may be
withheld if a maintenance provider, who is
not certified by the OEM hardware vendor,
maintains or otherwise services a system
under warranty or service contract by
Intergraph.
(i) Product training
U) System -level tuning and optimization
7.2 Excluded Software Services
Support services are limited to specific software
products listed on the Quote and functioning on the
appropriate Intergraph supported operating system.
Software support for the following is outside the scope
of this Agreement and may be available under Per -Call
Service:
(a) Installation
(b) Network configuration
(c) System -level tuning and optimization
(d) Programming or software development
(e) Application customization
(0 Product training
Software Support provided by Intergraph under the
Agreement shall not include support calls that are
necessay due to failure of software not supplied by
Intergraph and not covered in the Agreement.
8.0 CUSTOMER RESPONS1BIL ITIES
During the Coverage Period of the Agreement,
Customer shall commit to the following. -
(a) Customer is responsible for barking up all systems
software, applications, and user data files prior to
commencement of any repair services.
(b) In the event Customer should obtain additional
Intergraph software license(s) from an authorized
reseller, or by any other manner, Customer agrees
to notify Intergraph about the newly acquired
software iicenses(s). In response, Intergraph will
provide the Customer with an add -on Quote
reflecting the effective date of services and charges
for the additional software licerise(s).
(c) ' Customer warrants that for all software licenses
supported under the Agreement, all like software
licenses in the possession of the Customer and
located at the site referenced on the Quote are
listed on the Quote. If all like software licenses are
not listed on the Quote, Customer agrees to notify
Intergraph so that Intergraph may issue a revised
Quote to the Customer. Customer also warrants
that all prerequisite Intergraph software licenses
necessary to operate the software supported under
the Arent are listed on the Quote.
(d) Services provided herein must be utilized only for
the quantity of licenses listed on the Quote.
9.0 SERVICES WARRANTIES AND I=rATION
OF L ABIL IT
Product warranties are as provided in the Security,
Government & Infrastructure Terms and Conditions of
Sale and the End -User Uc nse Agreement and Limited
Product Warranty for Intergraph Corporation Software
Product(s), and/or in other contractual documents, as
applicable. The following warranties apply to the
Services described in these Tenrns and Conditions.
Page 5 of 7
9.1 Warranties
INTERGRAPH WARRANTS FOR A PERIOD OF
THIRTY (30) DAYS FROM THE DATE OF SERVICE
THAT REPAIR SERVICES PROVIDED PURSUANT
TO THIS AGREEMENT FOR COVERED PRODUCTS
SHALL BE CONDUCTED IN A GOOD AND
WORE? ANLIKE MANNER
INTERGRAPH WARRANTS FOR A PERIOD OF
THIRTY (30) DAYS FROM THE DATE OF SERVICE
THAT, UNDER NORMAL USE, MATERIALS AND
SPARES PROVIDED PURSUANT TO THIS
AGREEMENT FOR SECURITY, GOVERNMENT &
INFRASTRUCTURE HARDWARE SHALL BE FREE
FROM DEFECT IN MATERIAL AND
WOR 31ANSIHP. ANY SPARES OR MATERIALS
PROVIDED PURSUANT TO THIS AGREEMENT FOR
SERVICE OF THIRD PARTY HARDWARE ITEMS
SHALL ONLY BE WARRANTED TO THE EXTENT
THE SPARES OR MATERIALS ARE WARRANTED
BY THE THIRD PARTY HARDWARE
MANUFACTURER
INTERGRAPH DOES NOT WARRANT THAT THE
SOFTWARE UPDATES OR MAINTENANCE
SERVICES PROVIDED HEREUNDER WILL MEET
CUSTOMER'S REQUIREMENTS, AND UNDER NO
CIRCUMSTANCES DOES INTERGRAPH WARRANT
THAT SOFTWARE WILL OPERATE
UNINTERRUPTED OR ERROR FREE. ANY
ADDITIONAL WARRANTY OF THIRD PARTY
SOFTWARE ITEMS SHALL ONLY BE TO THE
E%TENT THE ITEMS ARE WARRANTED BY THE
TBI RD PARTY SOFTWARE MANUFACTURER.
9.2 Disclaimers
THE FOREGOING WARRANTIES ARE VOID IF
FAILURE OF A WARRANTED ITEM RESULTS
DIREOMY, OR INDIRECTLY, FROM AN
UNAUTHORIZED MODIFICATION OF A
WARRANTED ITEM; AN UNAUTHORIZED
ATTEMPT TO REPAIR A WARRANTED ITEM; OR
MISUSE OF A WARRANTED ITEM, INCLUDING
WITHOUT LUMTATION, USE OF WARRANTED
ITEM UNDER ABNORMAL OPERATING
CONDITIONS OR WITHOUT ROUTINELY
MAINTAINING A WARRANTED ITEM.
THE FOREGOING WARRANTIES FOR
MAINTENANCE SERVICES PROVIDED PURSUANT
TO THIS AGREEMENT ARE IN LIEU OF ALL
OTHER WADS OF MAINTENANCE
SERVICES, WHETHER EXPRESSED OR IM[PUMD.
INTERGRAPH DISCLAIMS AIL OTHER
WARRANTIES, WHE'TIIER EXPRESSED OR
EM P=, WITH REGARD TO MAINTENANCE
SERVICES SUPPLIED HEREUNDER, INCLUDING
ALL IIVIPIdED WARRANTIES OF
MERCHANTABILITY AND/OR FITNESS FOR A
PARTICULAR PURPOSE.
9.3 Limitation of Liability
IN'IERGRAPH SHALL NOT BE LIABLE FOR ANY
INDIRECT, CONSEQUENTIAL, INCIDENTAL,
SPECIAL, PUNITIVE, OR DIRECT DAMAGES,
ARISING OUT OF, OR IN CONNECTION WITH THE
FOREGOING WARRANTIES, OR THE
PERFORMANCE OF THIS AGREEMENT,
INCLUDING BUT NOT LII4UIED TO LOSS OF
REVENUE OR PROFIT, OR LOSS OR CORRUPTION
OF DATA IN NO EVENT SHALL INTERGRAPH BE
RESPONSIBLE FOR DAMAGES IN EXCESS OF THE
AMOUNT PAID EW CUSTOMER DURING THE PAST
TWELVE MONTHS FOR THE SITES)
REFERENCED IN THE MOST RECENT QUOTE
ISSUED BY INTERGRAPH UNDER THIS
AGREEMENT AS OF THE DATE OF ANY SUCH
WARRANTY CLAIM. THIS AGREEMENT DOES
NOT COVER ACTS OF GOD, SUCH AS, BUT NOT
LZUTED TO, LIGHTENING. FLOODING,
TORNADOS, EPlRTHgUAKES, HURRICANES OR
TERRORISM.
10.0 NON-SOLICITAITON OF EMPLOYEES
Cust�er agrees that it will not, without the prior
written consent of Intergraph, solicit or hire any
Intergraph employee, or induce such employee to leave
Intergraph's employment, directly (w indirectly, during
the term of this Agreement and for a period of twehc
(12) months after the Agreement expires or is
terminated.
11.0 MISCELLANEOUS
11.1 Taxes
All maintenance charges are exclusive of United
States and/or any other country's federal, state,
municipal, or other governmental, withholding,
excise, sales, use, value added or other taxes,
tariffs, custom duties and importing fees ("Taxes-),
Customer shall be liable for, and shall indemnify
and hold Intergraph harmless from and against,
any and all Taxes. Taxes shall expressly exclude
any United States (i) federal, (li) state, (w)
municipal, (iv) or other governmental income
taxes, franchise taxes, business license fees and
other like taxes measured by Intergraph's income,
capital and/or assets. The total invoice amount
for maintenance charges is subject to increase by
the amount of any Taxes which Intergraph is
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required to withhold, collect, or pay so that
Intergraph receives the full amount of the
maintenance charges.
the Agreement from
documentary evidence
shall be obtained by
expense.
11.2 Notices
Any certificate to exempt
tax liability or other
of statutory exemption
Customer at Customer's
Any notice or other communication ("Notice")
required or permitted under this Agreement shaU
be in writing and either delivered personally or
sent by electronic mail, facsimile, overnight
delivery, express mail, or certified or registered
mail, postage prepaid, return receipt requested. A
Notice delivered personally shall be deemed given
only if acknowledged in writing by the person to
whom it is given. A Notice sent by electronic mail
or facsimile shall be deemed given when
transmitted, provided that the sender obtains
written confirmation from the recipient that the
transmission - was received. A Notice sent by
overnight delivery or express mail shall be
deemed given twenty-four (241 hours after having
been .sent. A Notice that is sent by certified mail
or registered mail shall be deemed given forty-
ei.ght (48) hours after it is mailed. If any brine
period in this Agreement commences upon the
delivery of Notice to any one or more parties, the
time period shall commence only when all of the
required Notices have been deemed given.
11.3 headings
The various headings in these TenTs and Conditions
are inserted for convenience only and shall not affect
the meaning or interpretation of these Terms and
Conditions or any section or provision hereof.
11.+4 Assignment
Neither party shall have the right to assign any of its
rights nor delegate any of its obligations under the
Agreement without the prior written consent of the
other party, provided that such consent shall not be
unreasonably withheld, except that Intergraph may
assign its rights and obligations under the Agreement,
without the approval of Customer, to an entity which
acquires all or substantially all of the assets of
Intergraph or of the Intergraph division finTns,ing
services under the Agreement, or to any subsidiary,
affiliate or successor in a merger or acquisition of
Intergraph.
11.5 Interpretation
'rhe Agreement shall for all purposes be construed and
enforced under and in accordance with the Laws of the
State of Alabama and shall have been deemed to have
been executed in Huntsville, Alabama. The parties
agree that any legal action or proceeding relating to the
Agreement shall be instituted in the Circuit Court for
Madison County, Alabama or the United States
District Court for the Northern District of Alabama,
Northeastern Division. The parties agree to submit to
the jurisdiction of, and agree that venue is proper in,
these courts in any such legal action or proceedings.
1.1.6 Severability
Whenever possible, each provision of the Agreement
and each related document shall be interpreted in
such a manner as to be effective and valid under
applicable Iaw. However, if any provision of the
Agreement or any related document shall be
prohibited by or -invalid under applicable law, such
provision shall be ineffective only to the extent of such
prohibition or invalidity without invalidating the
remainder of such provision or the resruaining
provisions of the Agreement or such related document
11.7 No Waiver
Any failure, by either party to enforce performance of
the Terms and Conditions of the Agreement sbail not
constitute a waiver of, or affect said party's right to
avail itself of such remedies as it may have for any
subsequent breach of the terms of the Agreement_
11.8 Subcontmeting
Intergraph mser ves the right to provide services as set
forth in this Agreement through a subcontract
anangement with a third party maintenance provider.
11.9 Entire Agreement
The, Agreement constitutes the entire agreement
between the parties hereto with regard to the subject
matter hereof. The Agreement supersedes any and all
prior discussions and/or representations, whether
written or oral, and no reference to prior dealings may
be used to in any way modify the expressed
understandings of the Agreement. The Agreement
may not be amended or modified unless done so in
writing signed by authorized representatives of both
parties.
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