HomeMy WebLinkAboutResolution - 2010-R0593 - GIS Software - 12_02_2010Resolution No. 2010-RO593
December 2, 2010
Item No. 5.19
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 for and on behalf of the City of Lubbock, an Agreement for Geographic
Information System (GIS) software and maintenance, by and between the City of
Lubbock and Intergraph Corporation of Huntsville, Alabama, and related documents.
Said Agreement is attached hereto and incorporated in this resolution as if fully set forth
herein and shall be included in the minutes of the City Council.
Passed by the City Council on — December 2, 2010
��- '�A�
TC&I MARTIN, MAYOR
ATTEST:
- 4 04-0,C � -=�
Rebe3ca Garza, City Secretary
APPROVED AS TO CONTENT:
Mark earw d, Assistvbnt City Manager
Chief Information Officer
APPROVED AS TO FORM:
Chad Weaver, Assistant City Attorney
vw:ccdocs/RES.Contract-Intergraph Corp.
November 9, 2010
ity of
*Idbo&
TEXAS
TO:
PURCHASE ORDER
INTERGRAPH CORPORATION
170 GRAPHICS DRIVE
MADISON Alabama 33758
SHIP TO:
INVOICE TO: CITY OF LUBBOCK
ACCOUNTS PAYABLE
P.O. BOX 2000
LUBBOCK, TX 79457 BY:
Ordered 11/16/2010
Requested 11/16/2010
Delivery Req 36177/Per J.Goelzer
Description/Supplier Item
Geolvledia 2011 total
Intergraph Maintenance/Support
Terms NET 30
Freight
Taken By
Quote 1-5804SL
Page - 1
Date - 11/16/2010
Order Number 33000057 000 OP
CITY OF LUBBOCK
MUNICIPAL SQUARE BUILDING
C/O JASON GOELZER, ROOM 104
916 TEXAS AVENUE
LUBBOCK Texas 79401
Ordered UM Unit Cost U_M
1.000 EA 124,724.0000 EA
Total Order
D.TORRES
Extension Request Date
124,724.00 1213112 010
124,724.00
This purchase order encumbers funds in the amount of $124,724 awarded to Intergraph Corporation of Madison,
Alabama, on December 2, 2010. The following is incorporated into and made part of this purchase order by
reference: Price quotation dated September 30, 2010 from Intergraph Corporation of Madison, Alabama.
Resolution# 2010—RO593
CITY OF LUBBOCK ATTEST:
Tom Martin, Mayor Rebe Ica Garza, City-SecretaVj
Resolution No. 2010—RO593
Contract # 9867
Quote #1-5804SL
Customer Address: Lubbock TX City of
Attn: Jason Goelzer
1625 13'h Street
Lubbock, TX 79401
Quotation Summary: 2011 Total
2012 Total
2013 Total
Total Service Cost'
INTERGRAPH MAINTENANCE QUOTATION
Period of Performance: 1 /1 /11 through 12/31 /13
Billing Address:
$124,724.00
$129,809.40
$135,150.76
$389,684.16
Lubbock TX City of
Attn: Sally Abbe
1625 1 e Street
Lubbock, TX 79401
Service Level: STANDARD
Billing Terms: ANNUAL
All maintenance services provided hereunder are subject to Intergraph's U.S Maintenance Terms and Conditions (see Attachment A). The Workflow Engineering
and Training courses (TMAP2127C) included in this maintenance quote will be subject to Intergraph's Training Terms and Conditions (see Attachment B), with the
exception of the General Terms of Payment since the payment for these training courses will be combined with the annual payment for the software maintenance.
'Total is exclusive of any applicable sales tax. Any applicable sales tax will be added to the invoice.
THIS IS NOT AN INVOICE
Offered By: Intergraph Corporation
Security, Govem &Infrastructure (SG&I)
Name: ' F
Rick Parenti
Maintenance Contract Administrator
Telephone #: 1-866-919-1158
Email: Richard.parenti@intergraph.com
Date: 9/30/2010
Approved a to Content:
Accepted By:
Name:
Title:
Telephone #:
Email:
Date:
Mayor
December 2, 2010
Le s to Form: Attest:
Lubbock TX City Of
Account Nbr: MDC-107
Quote: 1-5804SL - Lubbock, TX City of 2011-2013
Bill To:
Lubbock TX City Of
Attn: Sally Abbe
1625 13th Street
Lubbock, TX 79401
USA
Ln Base Part
Site Number: 00035749
1
SJBY690AA-A
2
SIBX880AA-A
3
SIBX851AA-A
4
SJBY724AA-A
5
SICC678AADA
6
IPSC467AA-A
7
SIBX509AA-A
8
SJBX509AA-A
9
SJBX690AA-A
10
SIBX690AA-A
11
SIBX880AA-A
12
Training
13
SIBY690AA-A
14
SJBX880AA-A
15
S3BX851AA-A
16
SJBY724AA-A
17
SJCC678AADA
18
IPSC467AA-A
19
SJBX509AA-A
20
SIBX509AA-A
21
SIBX690AA-A
22
SIBX690AA-A
23
SJ13X880AA-A
STIM".1 l_,i-J�1_�
Security, Goverment and Infrastructure
PO#: TBD
Performance Period: 01/01/2011 Through 12/31/2013
Service Level: Standard
Ship To:
Lubbock TX City Of
Attn: Jason Goelzer
162513th Street
Lubbock, TX 79401
USA
Description Serial Begin End Coverage Mths Qty Mth Total
Cost Cost
GeoMedia Professional
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
4
$132.00
$6,336.00
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$75.00
$1,800.00
GeoMedia Parcel Manager - CC
149WYGL80035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
1
$100.00
$1,200.00
GeoMedia Pro for Intergraph MGE Users 144PAU100035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$132.00
$3,168.00
GM WebMapMedium Scale Site
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
1
$441.00
$5,292.00
Oracle Enterprise Edition
1-268608972
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$27.00
$648.00
GeoMedia - CC
144PAU100035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
19
$45.00
$10,260.00
GeoMedia - CC
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
11
$45.00
$5,940.00
GeoMedia Professional - Concurrent
144PAU100035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
16
$160.00
$30,720.00
GeoMedia Professional - Concurrent
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
18
$160.00
$34,560.00
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$75.00
$1,800.00
TMAP2127C
01/01/2011
01/31/2011
1
2
$11,500.00
$23,000.00
GeoMedia Professional
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
4
$138.60
$6,652.80
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$78.75
$1,890.00
GeoMedia Parcel Manager - CC
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
1
$105.00
$1,260.00
GeoMedia Pro for Intergraph MGE Users 144PAU100035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$138.60
$3,326.40
GM WebMapMedium Scale Site
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
1
$463.05
$5,556.60
Oracle Enterprise Edition
1-268608972
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$28.35
$680.40
GeoMedia - CC
144PAU100035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
19
$47.25
$10,773.00
GeoMedia - CC
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
11
$47.25
$6,237.00
GeoMedia Professional - Concurrent
144PAU100035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
16
$168.00
$32,256.00
GeoMedia Professional - Concurrent
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
18
$168.00
$36,288.00
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$78.75
$1,890.00
Report Generated for
on 10/13/2010 Page 1 of 2
Lubbock TX City Of
Account Nbr: MDC-107
Quote: 1-5804SL - Lubbock, TX City of 2011-2013
Ln Base Part Description
Security, Goverment and Infrastructure
PO#: TBD
Performance Period: 01/01/2011 Through 12/31/2013
Service Level: Standard
Serial Begin End Coverage Mths Qty
24 Training
TMAP2127C
01/01/2012
01/31/2012
1
2
25 Training
TMAP2127C
01/01/2013
01/31/2013
1
2
26 SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
27 SJBX690AA-A
GeoMedia Professional - Concurrent
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
18
28 SJBX690AA-A
GeoMedia Professional - Concurrent
144PAU100035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
16
29 SJBX509AA-A
GeoMedia - CC
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
11
30 SJBX509AA-A
GeoMedia - CC
144PAU100035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
19
31 IPSC467AA-A
Oracle Enterprise Edition
1-268608972
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
32 SICC678AADA
GM WebMapMedium Scale Site
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
1
33 SIBY724AA-A
GeoMedia Pro for Intergraph MGE Users
144PAU100035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
34 SJBX851AA-A
GeoMedia Parcel Manager - CC
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
1
35 SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
36 SJBY690AA-A
GeoMledia Professional
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
4
SubTotal for Site Number
00035749
Grand Total Excluding Tax
Mth Total
Cost Cost
$11,500.00 $23,000.00
$11,500.00 $23,000.00
$82.69 $1,984.56
$176.40 $38,102.40
$176.40 $33,868.80
$49.61 $6,548.52
$49.61 $11,311.08
$29.77 $714.48
$486.20 $5,834.40
$145.53 $3,492.72
$110.25 $1,323.00
$82.69 $1,984.56
$145.53 $6,985.44
$389,684.16
$389,684.16
Report Generated for on 10/13/2010 Page 2 of 2
Resolution No. 2010-RO593
Document Version SGI-US-032708
ATTACHMENT A
Security, Government & Infrastructure (SG&I)
U.S. Maintenance Terms and Conditions
for Software and Hardware
The SG&I U.S. Maintenance Terms and Conditions for Software and Hardware consists of this cover page,
the attached General Terms and Conditions, the Scope of Work (as indicated by the applicable Exhibits
marked below), and any Addenda thereto. This document and the Quote to which it is attached
comprise the complete agreement. This Agreement replaces all prior oral or written communications
between the Parties regarding the terms and conditions of SG&I Maintenance Services.
By signing the maintenance Quote, the Parties agree to the terms of this Agreement. Once signed, 1) the
Parties agree any reproduction of the Agreement made by reliable means (for example, photocopy or
facsimile) is considered an original and 2) all Covered Products are subject to it.
Scope of Work
If checked below, additional Terms and Conditions specific to the following Scope of Work items are
made a part of this Agreement:
Exhibits: A ® Commercial Off -The Shelf ("COTS) Software, except DMC Software
(mark as applicable) B ❑ Z/1 Imaging Hardware, except for DMC Hardware
CO Digital Mapping Camera ("DMC") Systems Hardware and Software
D ❑ Third Party Products
E❑
Customer Services Administration
P.O. Box 6695. Huntsville, AL 35813
GENERAL TERMS AND CONDITIONS
The following general terms and conditions apply to all maintenance Services provided by Intergraph,
except as otherwise modified in an applicable Exhibit or by subsequent Addendum signed by Intergraph
and the Customer, or unless Customer and Intergraph enter into a separate agreement that provides for
maintenance services. In case of conflict between any of the parts of the Terms and Conditions, the
order of precedence shall be as follows: 1) any Addenda executed by the Customer and Intergraph,
with the latest Addendum taking precedence over any earlier Addenda in which a conflict may appear;
2) any applicable Exhibits, as pertains to the subject thereof; and 3) the general 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 "Coverage Period" means the Agreement period of performance as designated in the Quote(s).
1.3 "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 or otherwise obtained by Customer during the
Coverage Period. Covered Products may include products of Security, Government & Infrastructure, as well as Third
Party Products, as defined below.
1.4 "Customer" means the entity or person purchasing maintenance services.
1.5 "Designated Hardware" means hardware designated by Intergraph as eligible for cancellation with ninety
(90) days notice.
1.6 "DMC" means Digital Mapping Camera.
1.7 'Intergraph" means the Security, Government & Infrastructure (SG&I) division of Intergraph Corporation.
1.8 "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 at time of purchase.
1.9 "Scope of Work" means the specific maintenance services contracted by Customer and to be performed by
Intergraph, as described in applicable Exhibits attached hereto.
1.10 "Services" means the maintenance services for Covered Products that are further described in the Scope of
Work.
1.11 "Terms and Conditions" means these terms and conditions, including any Addenda and applicable Exhibits,
that together with the Quote accepted by Customer comprise the Agreement between Customer and Intergraph
for the Services.
1.12 "Third 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.
1.13 "Upgrade(s)" means the subsequent releases of applicable software products covered under the
Agreement.
2.0 AUTHORIZATION AND PERFORMANCE
2.1 Initiating Services
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. The Agreement shall be considered as beginning on the first day of the month that the Agreement becomes
effective, and thus the Covered Period shall be for whole months only.
2.2 Renewing Services
Approximately ninety (90) days prior to the Agreement expiration date, Intergraph will submit to the Customer a
renewal Quote that includes pricing for the Services during the subsequent Coverage Period. By accepting the
renewal Quote and agreeing to pay or paying all charges listed in the renewal Quote, Customer thereby authorizes
Intergraph to provide the Services for Covered Products during the designated Coverage Period, and thereby
agrees to the then current Terms and Conditions referenced in the renewal Quote. Intergraph reserves the right to
increase maintenance prices at any time at its sole discretion, which shall, if applicable, be reflected in the renewal
Quote and shall take effect for the renewal Coverage Period.
3.0 TERMINATION OF SERVICES
Coverage may only be terminated by either party at the end of a Coverage Period. The party desiring to terminate
Services must provide to the other party written notification at least thirty (30) days prior to the end of the then current
Coverage Period of its intent to terminate Services. However, should Customer not remit payment for any renewal
Quote prior to the end of the then current Coverage Period, Services shall terminate at the end of that Coverage
Period and Services shall be deemed by Intergraph to have lapsed.
This Agreement may only be terminated prior to its expiration in the following ways:
(a) A new Agreement between Customer and Intergraph is signed into effect for similar service.
(b) If either party petitions for reorganization under the Bankruptcy Act or is adjudicated as bankrupt, or a receiver is
appointed for either party's business, or the Customer fails to pay Intergraph any amount when due hereunder.
4.0 CHANGES, DELETIONS, AND ADDITIONS
4.1 Changes of Coverage
If Customer desires to change coverage for the renewal Coverage Period, Customer should notify Intergraph and
obtain a revised renewal Quote that reflects Customer's wishes, provided such changes are not in violation of the
Terms and Conditions.
4.2 Deletions from Agreement
4.2.1 Designated Hardware
Either party may remove Designated Hardware from the Agreement by providing ninety (90) days
advance written notice to the other party, with the deletion to take effect at the end of the month in
which falls the ninetieth day from the date notice was received by the other party, or at the end of the
Coverage Period, whichever comes first. In the event either party withdraws maintenance for an item of
Designated Hardware, the charges pertaining to such item of Designated Hardware shall be prorated for
the remaining term of this Agreement, and if applicable, to the extent charges were prepaid, refunded to
Customer in whole months only.
4.2.2 Covered Products
Either party may provide written notice to the other party at least thirty (30) days prior to the end of any
Coverage Period of its intent to remove any individual Covered Products from the Agreement for the
renewal period. Neither party may remove Covered Products other than Designated Hardware except
upon Agreement renewal.
Customer may not remove from Coverage 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.
4.3 Additions to Agreement
In the event Customer purchases additional Intergraph hardware or software during the term of this
Agreement and does not also purchase maintenance for those items at the time of purchase, and if
Customer purchased the additional items from Intergraph, Intergraph will notify the Customer by
submitting in writing an add -on Quote that reflects the additional items, effective date(s) of service, and
charges for those items pursuant to these Terms and Conditions.
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
licenses(s). In response, Intergraph will provide the Customer with an add -on Quote reflecting the
effective date of service and charges for the additional software license(s).
Customer shall purchase maintenance coverage on all additions of software licenses to a site obtained
via software license transfer. Any such software license transfers shall be in accordance with the current
Intergraph Software Transfer Policy and the End -User License Agreement and Limited Product Warranty for
Intergraph Corporation Software Product(s) or other applicable Software License Agreement delivered
with the software product.
5.0 REQUIRED COVERAGE
5.1 Multiple or Interdependent Licenses
Maintenance may not be declined for individual 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.
5.2 Prerequisite Licenses
All prerequisite Intergraph software licenses that are necessary to operate the software for which
Customer desires Services under the Agreement must also be included as Covered Products and listed on
the Quote.
6.0 CHARGES
Maintenance services are not eligible for discounts.
6.1 Payment
Charges for Services are due and payable annually in advance. For Customers desiring to pay quarterly in advance
instead of annually in advance, the Customer must request a revised Quote which shall include a convenience fee
uplift of fifteen percent (1517o) of the total annual charges, which convenience fee Customer agrees to pay. The
convenience fee shall be prorated and charged to the four quarterly invoices.
All charges are due net thirty (30) days from the date of invoice, unless Customer accepts the Quote less than thirty
(30) days before the first day of the Coverage Period in which case the charges for the invoice or initial invoice, as
applicable, are due prior to the beginning of the Coverage Period. In the event Customer accepts a Quote after the
Coverage Period has already begun, the charges for the invoice or initial invoice, as applicable, shall be due and
payable in full upon receipt of the invoice. Charges for products added during a Coverage Period to an Agreement
shall be prorated to the remaining months of the Coverage Period, in whole month increments only, and such
charges shall be due and payable in full upon receipt of invoice.
6.2 Past Due Accounts
INTERGRAPH RESERVES THE RIGHT TO REFUSE SERVICE TO ANY CUSTOMER WHOSE ACCOUNT IS PAST DUE. At
the discretion of Intergraph, Customers who have not paid any charges when due may not be rendered Services or
receive Upgrades until the charges are paid in full. Additionally, Intergraph shall charge and Customer agrees to pay
interest at the rate of two percent (217o) per month or the maLamum amount allowed by law, whichever is less, for all
amounts not received when due. The start of the Coverage Period shall not be postponed due to delayed payment
of any charges.
6.3 Reinstatement of Software Maintenance Coverage
Software reinstatement fees will apply if there is a lapse in software maintenance Services. Intergraph will
provide a Quote for reinstatement of maintenance upon request.
6.4 Reinstatement of Hardware Maintenance Coverage
Intergraph may charge a recertification fee for reinstating coverage for hardware where coverage has
lapsed. Recertification of hardware will require inspection and possible refurbishment of the hardware at
Customer's expense prior to being eligible for addition to an Intergraph maintenance contract.
7.0 CUSTOMER RESPONSIBILITIES
During the Coverage Period of the Agreement, Customer shall commit to the following:
(a) Customer is responsible for backing up all systems software, applications, and user data files prior to
commencement of any repair services.
(b) 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 Agreement are listed on the Quote.
(c) Customer warrants that Services provided herein shall be utilized only for the quantity of licenses listed on the
Quote.
8.0 SERVICES WARRANTIES AND LIMITATION OF LIABILITY
Product warranties are as provided in the Security, Government & Infrastructure Terms and Conditions of Sale, the
End -User License Agreement and Limited Product Warranty for Intergraph Corporation Software Product(s) and/or
other Software License Agreement provided with the Covered Products, and/or in other contractual documents, as
applicable. The following warranties apply to the Services described in these Terms and Conditions.
8.1 Warranties
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 8 INFRASTRUCTURE
HARDWARE SHALL BE FREE FROM DEFECT IN MATERIAL AND WORKMANSHIP, 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 EXTENTTHE ITEMS ARE WARRANTED BY THE THIRD PARTY SOFTWARE MANUFACTURER.
8.2 Disclaimers
THE FOREGOING WARRANTIES ARE VOID IF FAILURE OF A WARRANTED ITEM RESULTS DIRECTLY, 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 LIMITATION, 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 WARRANTIES OF MAINTENANCE SERVICES, WHETHER EXPRESSED OR IMPLIED. INTERGRAPH DISCLAIMS ALL
OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH REGARD TO MAINTENANCE SERVICES SUPPLIED
HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
PURPOSE.
8.3 Limitation of Ltabtlity
INTERGRAPH SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
ARISING OUT OF, OR IN CONNECTION WITH THE FOREGOING WARRANTIES, OR THE PERFORMANCE OF THIS
AGREEMENT, INCLUDING BUT NOT LIMITED 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 BY 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.
9.0 NON -SOLICITATION OF EMPLOYEES
For purposes of this Section 9.0, the term "employee" shall also include employees of Intergraph's Services
subcontractors who directly support Customer. Customer 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 or indirectly, during the term of this Agreement and for a period of twelve (12) months after the Agreement
expires or is terminated. Customer agrees that a breach of this provision would cause actual and substantial
damages to Intergraph such that it would be very difficult to calculate actual damages. Accordingly, any such
breach will entitle Intergraph to recover liquidated damages from Customer in the amount equal to one year of the
affected employee's annual salary plus benefits for each such breach, as well as expenses, costs, and reasonable
attorney's fees incurred by Intergraph in seeking enforcement of this Agreement. Customer agrees that the
foregoing amount is intended to be, and in fact is, a reasonable estimate of the actual damages that would be
incurred by Intergraph if Customer were to breach this provision, and that this amount is not intended to be, and in
fact is not, a penalty. In addition, Intergraph shall be entitled to equitable or injunctive relief to prevent further
breaches.
10.0 MISCELLANEOUS
10.1 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, (ii) state, (iii) 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
required to withhold, collect, or pay so that Intergraph receives the full amount of the maintenance
charges. Any certificate to exempt the Agreement from tax liability or other documentary evidence of
statutory exemption shall be obtained by Customer at Customer's expense.
10.2 Notices
Any notice or other communication ("Notice") required or permitted under this Agreement shall 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 (24) hours after having been sent.
A Notice that is sent by certified mail or registered mail shall be deemed given forty-eight (48) hours after it
is mailed. If any time 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.
10.3 Headings
The various headings in these Terms 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.
10.4 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 furnishing
services under the Agreement, or to any subsidiary, affiliate or successor in a merger or acquisition of Intergraph, or in
the case of individual products or product lines, Intergraph may assign its rights and obligations under the Agreement
for the product or product line, without the approval of Customer to an entity which acquires all or substantially all of
the product or product line asset.
10.5 Interpretation
The Agreement shall for all purposes be construed and enforced under and in accordance with the Laws of the
State of Texas. The parties agree that any legal action or proceeding relating to the Agreement shall be instituted in
the Circuit Court for Lubbock County, Texas. 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.
10.6 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 law. 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 remaining provisions
of the Agreement or such related document.
10.7 No Waiver
Any failure by either party to enforce performance of the Terms and Conditions of the Agreement shall
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.
10.8 Force Majeure
Except for payment obligation hereunder, neither party shall be liable for any failure to perform or observe
any of its obligations under this Agreement for as long as and to the extent that such performance is
prevented or hindered by any circumstances beyond its reasonable control. By way of example and not
limitation, such causes may include acts of God or public enemies; labor disputes; acts of local, state, or
national governments or public agencies; utility or communications failure; fire; flood; epidemics; riots; or
strikes. The time for performance of any right or obligation delayed by such events will be postponed for a
period equal to the delay. If, however, a party is subject to a force majeure that endures for more than
sixty (60) days, the other party has a right to terminate the Agreement.
10.9 Subcontracting
Intergraph reserves the right to provide services as set forth in this Agreement through a subcontract
arrangement with a third party maintenance provider.
10.10 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.
Resolution No. 2010—RO593
____�iGMffl
ATTACHMENT B
SECURITY, GOVERNMENT & INFRASTRUCTURE
A DIVISION OF INTERGRAPH CORPORATION
Terms and Conditions for Standard and Online Training Courses
Intergraph will provide training services to the Customer subject to the following terms and conditions:
General Terms of Payment - Customer enrollment in Intergraph training courses is subject to acceptance by
Intergraph and the Customer meeting the following payment terms:
a. The Customer must submit either a Purchase Order or payment in the form of check, Visa, MasterCard, or
American Express for the requested training within 30 days prior to the beginning of the class. If, however, the
Customer enrolls with less than 30 days remaining prior to the first day of class, the payment or Purchase
Order must be received within 24 hours of enrollment. Intergraph reserves the right to resell any previously -
enrolled course seats for which neither payment nor a Purchase Order has been received in accordance with
these payment terms.
b. If not paying online, the name of the student, class number, class date, course location and reference to these
Terms and Conditions must be included with the check or Purchase Order.
c. Payment terms for Purchase Orders are net 15 days from the date of invoice.
Multiple Enrollment/Multiple Class Discount Terms of Payment (FOR ONLINE COURSES) - Intergraph may
offer special discounts for multiple enrollments in an online class or multiple online classes. When special Multiple
Enrolment/Multiple Class discounts are offered, Customer enrollment in Intergraph online training courses is
subject to acceptance by Intergraph and the Customer meeting the following payment terms:
a. Payment must be received by Intergraph not less than 7 days prior to the beginning of first class to receive an
offered discount. If payment is not received more than 7 days prior, the Customer will be invoiced and agrees
to pay the full course price.
b. Multiple registrations must be requested at the same time for discounts to apply. Courses or enrollments
added at a later time will not apply to or qualify Customer for previous discounts.
c. Refunds and cancellations will follow standard and cancellation procedures described below.
d. All other portions of these Terms and Conditions apply to Multiple Enrolment/Multiple Class Discounts.
Protection and Security - The Customer acknowledges that training material and information marked
confidential, which may come into the Customer's possession, are proprietary to Intergraph and Customer agrees
that such material and information are supplied only to facilitate utilization of their Intergraph -provided equipment
and software. The Customer will not disclose such material and information to a third party. The Customer agrees
to not duplicate and or distribute any materials obtained through the Intergraph training courses and that all
materials will be used for personal use only.
For online training courses, the Customer agrees to not upload copyrighted third party materials to the Web Board.
Customer agrees to indemnify and hold harmless Intergraph from all claims, losses, or damages, including
reasonable attorneys' fees, related to Customer's violation of this term. Provision of hotlinks to original sources is
permitted on the Web Board.
Video or Audio Taping - Video or audio taping of Intergraph's training courses is prohibited.
Assignment - The rights and obligations defined under these terms are not assignable by the Customer.
Limitation of Liabilities — NEITHER INTERGRAPH NOR ITS INSTRUCTORS SHALL BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM
ITS PERFORMANCE UNDER THIS AGREEMENT.
Travel - Travel/lodging arrangements and expenses are the Customer's responsibilities for training provided at
Intergraph's training facilities. Customer agrees to reimburse Intergraph for all travel and travel related expenses
at Intergraph's cost through Intergraph's current travel administrative burden rate for training provided at
Customer's facilities.
Cancellation and Rescheduling - Cancellation of enrollment by the Customer is subject to the following payment
schedule:
Resolution No. 2010-R0593
EXHIBIT A
A.1. SOFTWARE SERVICE
Intergraph offers three levels of support for Covered Products software, although not all levels are available for all
software products. When available, the highest level of support offered is Premium Service which provides 247
coverage and Upgrades of Covered Products software. The service offered for the majority of the Covered Products
is Standard Service which offers Upgrades and support during standard business hours. Advantage Service, when
available, provides support during standard business hours but no Upgrades. Customer may choose any level of
service offered; however all Covered Products in the support Agreement must have the some level of service when
available.
A.1.1 Premium Service
For critical Customer applications, Premium Service provides support to the Customer twenty-four hours per day,
seven days perweek (247), including Intergraph -observed holidays.
Premium Service will include and be limited to the following for Security, Government & Infrastructure 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 eService via Intergraph's web site) Phone
support for all priority levels of software errors is avalable on normal business days from 7AM - 7PM Central Time,
excluding Intergraph -observed holidays. When the software error is considered to be Critical (meaning
production is down), then phone support is available after-hours and on Intergraph -observed holidays.
(b) Access to all published software Upgrades, updates, fixes and enhancements
(c) Twenty-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 data related problem, it will provide
the instructions for solving the problem to the customer but not the actual solution. For example, 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.)
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 notify Customer when Upgrades are made avalable for any Covered Products for which Premium
Service has been purchased. Upgrades are shipped upon Customer request.
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.
Premium Service may not be available for all software products.
A.1.2 Standard Service
Standard Software support will be provided to the Customer during the hours of 7:00 a.m. to 7:00 p.m. Central Time,
Monday through Friday, excluding Intergraph -observed holidays.
Standard Service will include and be limited to the following for Security, Government & Infrastructure software
products listed on the Quote as having Standard level support under the Agreement:
(a) Out -of -the -box functionality support via the Help Desk (telephone or eService via Intergraph's web site) Phone
support for all priority levels of software errors is available on normal business days from 7AM - 7PM Central Time,
excluding Intergraph -observed holidays.
(b) Access to all published software Upgrades, updates, fixes and enhancements
(c) Twenty-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 data related problem, it will provide
the instructions for solving the problem to the customer but not the actual solution. For example, 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.)
Services are limited to the specific Security, Govemment & Infrastructure products listed on the Quote and functioning
on the appropriate Intergraph -supported operating system.
Intergraph will notify Customer when Upgrades are made available for any Covered Products for which Standard
Service has been purchased. Upgrades are shipped upon Customer request.
Standard Service is only available for the current version and the one version prior to the current version of a particular
Security, Govemment & Infrastructure software product,
Standard Service may not be available for all software products.
A.1.3 Advantage Service
Advantage Service support will be provided to the Customer during the hours of 7:00 a.m. to 7.00 p.m. Central Time,
Monday through Friday, excluding Intergraph -observed holidays.
Advantage Service will include and be limited to the following for Security, Govemment & 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 eService via Intergraph's web site) Phone
support for all priority levels of software errors is available on normal business days from 7AM - 7PM Central Time,
excluding Intergraph -observed holidays.
(b) Twenty-four-hour-per-day/seven-day-per-week access to problem Knowledge Base, an on-line self-help tool
Services are limited to the specific Security, Govemment & Infrastructure products listed on the Quote and functioning
on the appropriate Intergraph -supported operating system.
With Advantage Service the Customer is not eligible to receive Upgrades or new releases to any software for which
Advantage Service is contracted.
Advantage Service may not be available for all software products.
A.2 EXCLUDED SOFTWARE SERVICES
Services are limited to specific software products listed on the Quote and functioning on the appropriate
Intergraph supported operating system. Support for the following is outside the scope of this Exhibit and
may be available under a different category of Service or through a separate agreement:
(a) Software malfunctions from causes other than through the ordinary and intended use of the software
(b) Installation of any software, Upgrades, fixes or releases
(c) Network configuration
(d) System -level tuning and optimization
(e) Programming or software development
(0 Installation of Custom Interface Software
(g) Product training
Services provided by Intergraph under this Exhibit shall not include support calls that are necessary due to
failure of software not supplied by Intergraph and not covered in the Agreement.
Lubbock TX City Of
Account Nbr: MDC-107
Quote: 1-5804SL - Lubbock, TX City of 2011-2013
Bill To:
Lubbock TX City Of
Attn: Sally Abbe
1625 13th Street
Lubbock, TX 79401
USA
Resolution No. 2010-RO593 NTEWPJ1WH
Security, Goverment and Infrastructure
PO#: TBD
Performance Period: 01/01/2011 Through 12/31/2013
Service Level: Standard
Ship To:
Lubbock TX City Of
Attn: Jason Goelzer
1625 13th Street
Lubbock, TX 79401
USA
Ln
Base Part
Description
Serial
Begin
End
Coverage Mths Qty
Mth
Total
Cost
Cost
Site Number: 00035749
1
SJBY690AA-A
GeoMedia Professional
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
4
$132.00
$6,336.00
2
SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$75.00
$1,800.00
3
SJBX851AA-A
GeoMedia Parcel Manager - CC
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
1
$100.00
$1,200.00
4
SIBY724AA-A
GeoMedia Pro for Intergraph MGE Users
144PAU100035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$132.00
$3,168.00
5
SICC678AADA
GM WebMapMedium Scale Site
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
1
$441.00
$5,292.00
6
IPSC467AA-A
Oracle Enterprise Edition
1-268608972
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$27.00
$648.00
7
SIBX509AA-A
GeoMedia - CC
144PAU100035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
19
$45.00
$10,260.00
8
SIBX509AA-A
GeoMedia - CC
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
11
$45.00
$5,940.00
9
SJBX690AA-A
GeoMedia Professional - Concurrent
144PAU100035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
16
$160.00
$30,720.00
10
SJBX690AA-A
GeoMedia Professional - Concurrent
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
18
$160.00
$34,560.00
11
SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2011
12/31/2011
Ph Supp with Upg's
12
2
$75.00
$1,800.00
12
Training
TMAP2127C
01/01/2011
01/31/2011
1
2
$11,500.00
$23,000.00
13
SJBY690AA-A
GeoMedia Professional
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
4
$138.60
$6,652.80
14
SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$78.75
$1,890.00
15
SJBX851AA-A
GeoMedia Parcel Manager - CC
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
1
$105.00
$1,260.00
16
SIBY724AA-A
GeoMedia Pro for Intergraph MGE Users
144PAU100035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$138.60
$3,326.40
17
SICC678AADA
GM WebMapMedium Scale Site
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
1
$463.05
$5,556.60
18
IPSC467AA-A
Oracle Enterprise Edition
1-268608972
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$28.35
$680.40
19
SJBX509AA-A
GeoMedia - CC
144PAU100035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
19
$47.25
$10,773.00
20
SJBX509AA-A
GeoMedia - CC
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
11
$47.25
$6,237.00
21
SJBX690AA-A
GeoMedia Professional - Concurrent
144PAU100035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
16
$168.00
$32,256.00
22
SJBX690AA-A
GeoMedia Professional - Concurrent
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
18
$168.00
$36,288.00
23
SIBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2012
12/31/2012
Ph Supp with Upg's
12
2
$78.75
$1,890.00
Report Generated for
on 10/13/2010
Page 1 of 2
Exhibit A
Lubbock TX City Of
Account Nbr: MDC-107
Quote: 1-5804SL - Lubbock, TX City of 2011-2013
Ln Base Part Description Serial
I1 1 LMPAM
Security, Goverment and Infrastructure
PO#: TBD
Performance Period: 01/01/2011 Through 12/31/2013
Service Level: Standard
Begin End Coverage Mths Qty
24
Training
TMAP2127C
01/01/2012
01/31/2012
1
2
25
Training
TMAP2127C
01/01/2013
01/31/2013
1
2
26
SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
27
SJBX690AA-A
GeoMedia Professional - Concurrent
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
18
28
SJBX690AA-A
GeoMedia Professional - Concurrent
144PAU100035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
16
29
SJBX509AA-A
GeoMedia - CC
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
11
30
SJBX509AA-A
GeoMedia - CC
144PAU100035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
19
31
IPSC467AA-A
Oracle Enterprise Edition
1-268608972
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
32
SJCC678AADA
GM WebMapMedium Scale Site
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
1
33
SJBY724AA-A
GeoMedia Pro for Intergraph MGE Users 144PAU100035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
34
SJBX851AA-A
GeoMedia Parcel Manager - CC
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
1
35
SJBX880AA-A
GeoMedia Grid - CONCURRENT
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
2
36
SIBY690AA-A
GeoMedia Professional
149WYGL00035749
01/01/2013
12/31/2013
Ph Supp with Upg's
12
4
SubTotal for Site Number 00035749
Grand Total Excluding Tax
Mth Total
Cost Cost
$11,500.00 $23,000.00
$11,500.00 $23,000.00
$82.69 $1,984.56
$176.40 $38,102.40
$176.40 $33,868.80
$49.61 $6,548.52
$49.61 $11,311.08
$29.77 $714.48
$486.20 $5,834.40
$145.53 $3,492.72
$110.25 $1,323.00
$82.69 $1,984.56
$145.53 $6,985.44
$389,684.16
$389,684.16
Report Generated for on 10/13/2010 Page 2 of 2