HomeMy WebLinkAboutC2012-069 - 3/27/2012 - Approvedmmx
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March 5, 2012
City of Corpus Christi, Texas
Mr. Philip Sepaugh
Interim IT Program Coordinator
321 John Sartain Street
Corpus Christi, TX 78401
Subject: LIMS Interface
Dear Mr. Sepaugh:
Intergraph Corporation
Security, Government & Infrastructure
P.O. Box 240000, Huntsville AL 35813
Phone: 256- 730 -2000
http://publicsafety.intergraph.com
Per Corpus Christi, Texas' request (hereafter "City "), Security, Government and Infrastructure a Division of Intergraph
Corporation (hereafter "Intergraph ") is pleased to provide this Quote and below Statement of Work (SOW) to provide
an interface to the Laboratory Information System (LIMS).
Statement of Work
Description
Intergraph will create an import of incident attachments and supplemental information, Supplemental information may
include a narrative, property items, vehicles, names, or charges. This interface is for evidence and should primarily
be sending the narrative, attachments (forensics reports), property items, and vehicles (when they are evidence).
Names and charges should already be associated with the incident from the officer's original report or supplemental
report.
This import would run on a scheduled basis and monitor a shared directory for .pdf files to be attached to
an incident. These files will either be single files named with information identifying the incident they are
associated with OR will be an .xmI formatted file that contains incident and optional supplemental
information along with a tag for the a .pdf file name. In the case of .xml files, a supplement to the
identified incident will be created and the referenced pdf file will be attached to the new supplement.
The LIMS vendor (STARLIMS) will not update the IILEADS database directly. If adding attachments
directly to the incident (without a supplement) then no data fields in the incident will be updated. if adding
a supplement with or without an associated attachment, then only data fields in the supplement will be
updated and only those fields that currently exist in the City IILEAD system.
Intergraph will create a web service that can be used by the LIMS vendor to create a property voucher
and associated property records in IILEADS. This web service would accept a NEW request from the
LIMS system with xml formatted data that would identify the case and voucher information along with
records for each piece of property on the voucher. The xml file must contain at least the IILEADS
minimum required data for creating a voucher and property records but could contain any appropriate
data for creating a voucher and the associated property records as they exist in the version of IILEADS
installed at Corpus Christi. The web service will return to the LIMS system the property IDs for the
requested pieces of property.
2012 -069
M2012 -064
3127112
Intergraph INDEXED
WERGH
Intergraph shall:
1) Provide single point of contact during project
2) Create an import of incident attachments and supplemental information as described above
City shall:
1) Provide single point of contact during project
2) Confirm the installation of interface
3) Provide 2417 VPN access (with login /password)
Project Deliverables
• Remote configuration and implementation
• IILEADS Web Service Interface — Property Records
• IILEADS Import Interface — Incidents and Supplemental information
Assumptions
All services are remote
• It is assumed that no additional fields will need to be added to IILEADS to support this interface
(with the possible exception of a LIMS ID for each piece of property).
• The LIMS system will send IILEADS picklist values for any field that uses picklist data entry and
that all values sent will conform to IILEADS data types and sizes
Acceptance Criteria
The interface shall be considered accepted with either written acceptance by the City, or within ten (10) calendar
days following installation, whichever comes first.
Schedule
Scheduling of Intergraph training /services will occur: (i) upon receipt of this executed document, (ii) receipt of City's
purchase order (if applicable), and (iii) City has no past due payments to Intergraph. Intergraph and the City will
determine a mutually agreeable schedule for completion of the deliverables as described in this SOW.
Price
Pricing for this quote is in accordance with Intergraph quotation number CorpusChristi_LIMS
Interface $Q0201121ps1$.pdf which is provided as an attachment.
This purchase is for project implementation services and custom interface software, Estimated first year maintenance
has been included; actual maintenance will be quoted to City by Intergraph Maintenance Contracts upon shipment
based on maintenance renewal date. Intergraph will update the City maintenance contract to reflect the new
interfaces upon receipt of this signed document.
Payment and Acceptance Terms
Payment for this SOW will be due upon completion of the payment milestones set forth below. The terms of payment
shall be net thirty (30) days from the date of invoice. An interest charge of two percent (2 %) per month (or the
maximum amount allowed by law, whichever is less), prorated on the basis of a thirty (30) day month, will be
assessed on delinquent payments.
Page 2 of 22
Payment Milestone
Payment Percentage
Upon execution of this SOW.
50%
Upon City's written acceptance that the services have been successfully completed.
50%
Intergraph will submit the invoice(s) to:
City of Corpus Christi, Texas
Mr. Philip Sepaugh
Interim IT Program Coordinator
321 John Sartain Street
Corpus Christi, TX 78401
Please reference Attachment A -4 for Intergraph Remittance Instructions, which are updated and became effective
October 1, 2011.
Please indicate your acceptance of this quote by your signature on the following page. If you have any
questions or require further information, please contact Scott Pallack at 954.415.7157 or
scott, allack inter ra h.com.
Page 3 of 22
Approval Signatures
By the signatures below, the City accepts the enclosed quote and agrees that the work to be performed is governed
by the terms and conditions noted above and in Attachment A -1. Additionally, we agree that signatures by facsimile
will be deemed to be an original signature and effective upon receipt by the other party.
Authorized Intergraph Signature:
Name: Jennifer Williams, Director, U.S. Sales Accounting
Signatu Q Date: S _I
Authorized City Signature-
Name;
Signature: Date: --� —��
City: Please check the appropriate box: , j �3M D APB
❑ A Purchase Order Will Not be issued. City signature above constitutes notice to Intergraph to proceed with
this Statement of Work.
❑ A Purchase Order Will be issued and shall contain the following statement:
This Purchase Order is issued in accordance with the Terms and Conditions contained in Intergraph's
Statement of Work.
This signed document, together with a Purchase Order, will be sent to the following address.
For US Mail Delivery: For ShipginplDelivery including Overnight Services:
Intergraph Corporation
Intergraph Corporation
Attn: Doug Hawkins
Attn: Doug Hawkins
P.O. Box 240000
19 Interpro Road
Huntsville, AL 35813
Madison, AL 35758 Z ~0� (4
Apprevsd as to fOmt: I t
t e.rr
Gsa Aguilar
Assistant CW Attorney
For City Attorney
� •�, ....»..,......... AUTHuKUL,
- � .....................
Page 4 of 22
Attachment A-1', Terms & Gondttions
Ownership n DatalComputer Software
All computer software related deliverables (data; programs, or program enhancements) prepared under this SOW
shall be the property of Intergraph 'and shall be licensed to the City pursuant to Intergraph's current End User
Software License. Agreement. Notwithstanding the foregoing, Section 3 (Limitatibn of Liability), and Section 13.9
(Governing Law; Venue and Jurisdiction), shall not apply for the software deliverables provided under this SOW:
Sections 13 and 6.2.2 (Indemnification by You) and Section 12 will be :limited to the extent allowed by Texas law.
Maintenance.
Forany new purchases of Intergraph software described in'this SOW, the City shall be responsible for placing the
newly purchased software under maintenance following expiration of the applicable warranty period. If the software
is not placed under maintenance, the cost of .development and services required to. migrate the current functionality
to the new version will be added to all future system upgrades. Enhancements to this software are not provided
under the maintenance agreement.
For any software version upgrades described in this SOW, this upgraded. software is provided at no cost to the City
under the general terms of the Intergraph maintenance agreement. This maintenance agreement must be in effect
and current before any scheduling or related work will occur.
Warranty
For any new software purchased as a part of this SOW, the following warranty applies. This warranty does not apply
to software that is already covered under a paid maintenance agreement,
Intergraph software is warranted to substantially conform to theuser documentation, free from defects in material and
workmanship fora period of thirty (30) daysfrom installation.
INTERGRAPH DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ALL WARRANTIES ON PRODUCTS
FURNISHED HEREUNDER, EXCEPT THOSE. SPECIFICALLY STATED ABOVE,. INCLUDING ALL WARRANTIES
OF MERCHANTABILITY AND .FITNESS FOR: A'PARTICULAR PURPOSE, THE ABOVE WARRANTY IS IN LIEU
OF ALL 'OTHER WARRANTIES, EXPRESSED OR IMPLIED AND REPRESENTS THE FULL AND TOTAL
OBLIGATION AND/OR LIABILITY OF INTERGRAPH,
Disclaimer
IN NO EVENT WILL INTERGRAPH BE LIABLE TO THE CITY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR
SPECIAL DAMAGES, - ARISING: OUT OF OR W CONNECTION WITH ANY SERVICES OR DELIVERABLES
PROVIDED UNDER. THIS .SOW, EVEN ,IF INTERGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. INTERGRAPH'S TOTAL LIABILITY FOR ANY AND ALL DAMAGES WHATSOEVER ARISING OUT
OF OR IN ANYWAY RELATED TO THIS :SOW FROM ANY CAUSE SHALL NOT EXCEED TWO TIMES THE
VALUE OF THIS SOW.
Infdrigement
In the event of any proceeding against the City arising from allegations that the deliverables or services furnished by
Intergraph infringes U S. patent; copyright, trade.secret, or other proprietary right.of any third party, Intergraph will, if
such allegation is not a result: from modifications made by the City, defend-or settle such proceeding at Intergraph's
expense, provided the City promptly notifies Intergraph in writing and grants Intergraph full authority to defend and
settle such proceeding. Intergraph shall make such defense by counsel of its. own choosing and the City shall
cooperate with said counsel.
Page.5 of =22
Force: Majeure
Neither party shall be deemed to be in default of any provision of this SOW or be liable for any delay, failure in
performance, or interruption of service resulting from acts of war, acts of terrorism acts of God, acts of civil or military
authority, civil disturbance, or any other cause beyond its reasonable control.
Taxes.
Prices are exclusive of all federal, state or`local sales, use, property, gross receipts, value added or similar taxes
4ased upon amounts payable to Intergraph pursuant to this SOW ( "Taxes " ).. Such Taxes, however do not include
franchise: tax es. or taxes' based on net'income. The City grees to pay Intergraph anyappiicable Taxes or.provide
Intergraph documentary evidence of an appropriate statutory exemption,
Governing Low
This SOW shall for all purposes be construed and enforced under and in - accordance with the laws of the State of
Texas,
Place of Performance
The City agrees to provide appropriate work place accommodations, computer 'equipment, software, and necessary
access for Intergraph - personnel:
Insurance
Intergraph will comply with insurance'requireme.nts set forth in Attachment A-2.
Entire Agreement
These terms and conditions, the Intergraph quotation, together with any attachments hereto, ,constitute the entire
agreement between the parties with respect to the subject matter hereof, all prior agreements representations,
statements, negotiations, and undertakings -are superseded hereby. In the event of a conflict between the terms and
conditions of Attachment A -1 (Terms and Conditions) and any other terms and condition of the. SOW the terms and
conditions of Attachment A-1 shall prevail:
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WERGR PH
Attachment A -2: Insurance Requirements
INSURANCE REQUIREMENTS
I. INTERGRAPH'S LIABILITY INSURANCE
A. Intergraph must not commence work under this agreement until all insurance required herein has been
obtained and such insurance has been approved by the City. The Intergraph must not allow any
subcontractor to commence work until all similar insurance required of the subcontractor has been obtained.
B. Intergraph must furnish to the City's Risk Manager two (2) copies of Certificates of Insurance with applicable
policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the
City's Risk Manager. The City must be named as an additional insured for the General liability policy and a
blanket waiver of subrogation is required on all applicable policies.
TYPE OF INSURANCE
MINIMUM INSURANCE COVERAGE
30 -Day written notice of cancellation is required on
Bodily Injury and Property Damage
all certificates or by policy endorsement(s)
COMMERCIAL GENERAL LIABILITY including:
$1,000,000 COMBINED SINGLE LIMIT Per
1. Commercial Broad Form
occurrence /aggregate
2. Premises — Operations
3. Products/ Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury
ELECTRONIC PROFESSIONAL LIABILITY including:
$1,000,000 COMBINED SINGLE LIMIT per
Coverage provided must cover officers, directors
claimlaggregate
employees and agents
1. ERRORS AND OMMISIONS
C. In the event of accidents of any kind related to this agreement, Intergraph must furnish the Risk Manager
with copies of all reports of such accidents within ten (10) days of accident.
II. ADDITIONAL REQUIREMENTS
A. Contractor's financial integrity is of interest to the City; therefore, subject to Contractors right to maintain
reasonable deductibles. Contractor shall obtain and maintain in full force and effect for the duration of this
Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an
occurrence or claims made basis, by companies authorized and admitted to do business in the State of
Texas and with an A.M. Best's rating of no less than A -VII.
B. Contractor agrees that with respect to the above required insurance, all will be endorsed to contain the
following required provisions:
• Name the City and its officers, officials, employees, volunteers, and elected representatives as
additional insured by endorsement, as respects operations and activities of, or on behalf of, the named
insured performed under contract with the City, with the exception of the professional liability policy;
Page 7 of 22
RAPH
• Provide notice directly to City of any suspension, cancellation, non - renewal or material change in
coverage.
C. Within thirty (30) calendar days of a suspension, cancellation, or non- renewal of coverage,
Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to
City. City shall have the option to suspend Contractor's performance should there be a lapse in
coverage at any time during this contract. Failure to provide and to maintain the required insurance
shall constitute a material breach of this agreement.
D. In addition to any other remedies the City may have upon Contractor's failure to provide and
maintain any insurance or policy endorsements to the extent and within the time herein required,
the City shall have the right to order Contractor to stop work hereunder, and/or withhold any
payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance
with the requirements hereof.
E. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor
may be held responsible for payments of damages to persons or property resulting from
Contractor's or its subcontractor's performance of the work covered under this agreement,
F. It is agreed that Contractor's insurance shall be deemed primary and non - contributory with respect
to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of
operations under this agreement.
G. It is understood and agreed that the insurance required is in addition to and separate from any
other obligation contained in this agreement.
Page 8 of 22
I NTERGRAPH
ERGRAPH
Attachment A -3: Project Deliverable Sign Off Form
,ex
..
I NTERGRAP H
PROJECT DELIVERABLE SIGN OFF FORM
CUSTOMER NAME, ANYWHERE USA - PROJECT NAME
Authorized Customer Representative
Customer Contact Name
SIGNATURE DATE
Submission Date; MonthJl7ayJYear sign -off Target Hate: Month/Day/year
Submitted By- Intergraph Contact Name fcustomer/Project ubmitted To: Custamert:antact N7me
Customer Contract #.. Customer Contract Number #; Intergraph Project Number
TYPE OF DELIVERABLE
[] SOW Tasks C] Payments Q Plans/Designs � Training
DELIVERABLE INFORMATION
DELIVERABLE DESCRIPTION $AMOUNT OF PYMT
THIS SECTION DESCRIBES THE DELIVERABLE {If applicable}
With the deliverable described above complete, the Customer shall have five (5) working days to either slgn -otf that the
deliverable has been met or state in writing to Intergraph the reason the deliverable has not been met.
Sign of the delivers b1e shall be based solely upon the deliverable meeting the requirements stated in the Agreement
between Intergraph and CUSTOMER NAME dated Month /Day/Year and shall be indicated by the Customer Signing the Project
Deliverable Sign -off Farm. If the Customer does not provide such sign-off or rejection within the five day working period then
the deliverable will be deemed to have been signed off.
The signature below acknowledges that the deliverable described in Ilia Agreement and listed above meets a 1 of the
appropriate criteria and supersedes all prior requirements for this item.
Customer acknowledges completion of this payment milestone according to the Contract payment Milestone Schedule and
provides authorization to invoice this milestone.
Page 9 of 22
Page 9 of 22
INTERGRAPH
Attachment A-4: Intergraph Corporation SGI Division Remittance Instructions
Effective October 1, 2011
International U.S. Dollars Wire Transfer from Banks Outside of the United States:
Pay To:
SWIFT Code: ESSEUS33
Bank: SEB (Skandinaviska Enskilda Banken), New York, NY, USA
Account Dame: Intergraph Corporation SGI Division
Account Number: 00007583
Intermediary Bank Information:
SWIFT Code: IRVTUS3N
Bank Name: Bank of New York Mellon, New York, NY
Domestic Wire Transfer from U.S. Banks:
ABA Number: 021000018
Bank Name: Bank of New York Mellon, New York, NY
Favor Of: Bank: SEB (Skandinaviska Enskilda Banken), Account Number 890 043 9688
For further credit to: Intergraph Corporation SGI Division, Account Number 00007583
EFT Receipts via Automated Clearing House (ACH):
Account Number: 1030429611
Company Name: Intergraph Corporation SGI
Routing Number: 043000096
Beneficiary Bank name: PNC Bank N.A.
Address: Pittsburgh, PA 15222
Phone #1 - 877 -824 -5001, Opt 1 and Opt 3
Contact: Lockbox Group, Product Client Services
Checks:
Send your prepay check or remit payment upon receipt of invoice by regular US Mail to:
Intergraph Corporation SGI Division
7104 Solution Center
Chicago, IL 60677 -7001
If you have questions regarding the. accompanying invoice or new remittance instructions, please call Cathy
Simpson at 1 -256 -730 -8403 or Kim Johnson at 256 -730 -2130.
INTERGRAPH CONTACT FOR ALL PAYMENT NOTICES:
Cathy.Simpsonrd)intergraph.com
Security, Government, & Infrastructure
19 Interpro Road
Madison, AL 35758 -0015
Phone: 256.730.2000 www.intergraph.com
Correspondence Only:
PO Box 240000
Huntsville, AL 35813
TIN: 63- 0573222
Page 10 of 22
INTERGRAPH
Attachment A -5: End User License Agreement
IMPORTANT —READ CAREFULLY: This End -User License Agreement for Intergraph Corporation ( "EULA ") is a
legal agreement by and between "you" (either an individual or a single legal entity) and Intergraph Corporation d /b /a
the Security, Government and Infrastructure division of Intergraph ( "Intergraph ") for the Intergraph software
product(s) ( "SOFTWARE PRODUCT ") delivered with this EULA, which includes the computer software, object code
copy, and all of the contents of the files, disk(s), CD- ROM(s) or other media with which this EULA is provided;
including any templates, printed materials, and online or electronic documentation, all copies, and any modified
versions, fixes, patches and Updates of the SOFTWARE PRODUCT, if any, licensed to you by Intergraph. Any
software, including, without limitation, any modified versions, fixes, patches and/or Updates provided along with the
SOFTWARE PRODUCT that is associated with a separate end -user license agreement is licensed to you under the
terms of that license agreement. By installing, copying, downloading, accessing or otherwise using the SOFTWARE
PRODUCT, you agree to be bound by the terms of this EULA, which shall take precedence over any other document
and shall govern your use of the SOFTWARE PRODUCT, unless you have a signed license agreement with
Intergraph that specifically addresses the licensing of the SOFTWARE PRODUCT, in which case the signed license
agreement shall take precedence and shall govern your use of the SOFTWARE PRODUCT. You agree that this
EULA is enforceable against you the same as any written, negotiated contract signed by you. If you. do not agree to
the terms of this EULA, you are not authorized to, and you shall not, download, install or use the SOFTWARE
PRODUCT.
1. DEFINITIONS. As used in this EULA, the following terms are defined as follows and other capitalized terms set
forth in this EULA shall have the meaning ascribed to them in this EULA:
1.1 "Primary License" means the license(s) of the SOFTWARE PRODUCT provided to you for general
production use as authorized by this EULA.
1.2 "READ -ME file" means a computer text file that contains information a User may need to install or
operate a SOFTWARE PRODUCT program.
1.3 "Supplementary License" means a license(s) of the SOFTWARE PRODUCT which is made available
by Intergraph for select SOFTWARE PRODUCTS to augment Primary Licenses for special. purposes.
Each Supplementary License requires a Primary License and the term of the Supplementary License
shall not exceed the term of the applicable Primary License.
1.4 "System means any collection of your computers sharing a single licensing server or a set of redundant
licensing services.
1.5 "Update" means any Upgrade, modified version, fix, patch and/or update of the SOFTWARE PRODUCT.
1.6 "Upgrade" means each new release of the SOFTWARE PRODUCT. Upgrades require a full installation
and may be provided with a separate EULA. The EULA delivered with the Upgrade will supersede any
EULA associated with prior releases of the SOFTWARE PRODUCT.
1.7 "User" means you or any individual authorized by you to use the SOFTWARE PRODUCT pursuant to the
terms and conditions of this EULA. A User may also include your contractor who requires temporary use
of the SOFTWARE PRODUCT to provide services on your behalf.
1.8 "XML Files" means the XML (Extensible Markup Language) files generated by the SOFTWARE
PRODUCT, where applicable.
1.9 "XSL Stylesheets" means the XSL (Extensible Stylesheet Language) presentation of a class of XML
Files which, when included with the SOFTWARE PRODUCT, describe how an instance of the class is
transformed into an XML (Extensible Markup Language) document that uses the formatting vocabulary.
2. LICENSE GRANT. Provided you are not in breach of any term or condition of this EULA, Intergraph hereby
grants you a limited, non - exclusive license to install and use the SOFTWARE PRODUCT, in object code form
only, strictly for your internal use and strictly in accordance with this EULA. The license is non - transferable,
except as specifically set forth in this EULA. You assume full responsibility for the selection of the SOFTWARE
Page 11 of 22
INTERGRAPH
PRODUCT to achieve your intended results, and for the installation, use and results obtained from the
SOFTWARE PRODUCT.
2.1 Minimum Requirements. The SOFTWARE PRODUCT may require your System to comply with specific
minimum software, hardware and/or Internet connection requirements. The specific minimum software,
hardware and/or Internet connection requirements vary by SOFTWARE PRODUCT and per type of
license and are available from Intergraph upon request.
2.2 License Type and Mode. SOFTWARE PRODUCTS are licensed as either Primary Licenses or
Supplementary Licenses. There are six (6) types of Supplementary Licenses as described below.
Depending on your license, a license may be used in either Concurrent -Use mode or Node - Locked mode.
The license type and mode for the SOFTWARE PRODUCT you subscribed to or obtained will be
designated (per the abbreviations set forth below) in the product description set forth on the proposal,
quote or packaging provided with the SOFTWARE PRODUCT, and, if an electronic license manager tool
is incorporated in the SOFTWARE PRODUCT, verified by the Intergraph license system. If not otherwise
indicated, your license type and mode will be a Node- Locked Primary License. Each license of the
SOFTWARE PRODUCT is subject to the terms of this EULA.
2.2.1 Concurrent -Use mode (CC) allows for the checking in and checking out of the total available
licenses of the SOFTWARE PRODUCT for Users. At any point, you may run as many copies of
the SOFTWARE PRODUCT as you have licenses. If the SOFTWARE PRODUCT is enabled to
be run in a disconnected mode, as set forth in the READ -ME file, a User may check out a license
from the System for mobile or home use, thus reducing the total number of licenses available in
the license pool until the license is checked back in to the System. If the SOFTWARE
PRODUCT is not enabled to be run in a disconnected mode, the mobile or home computer will
require a Node - Locked License. If the anticipated number of Users of the SOFTWARE
PRODUCT will exceed the number of applicable licenses, and in the absence of a license
manager tool incorporated in the SOFTWARE PRODUCT, you must use a reasonable
mechanism or process to assure that the number of persons using the SOFTWARE PRODUCT
concurrently does not exceed the number of licenses.
2.2.2 Node- Locked mode (NL) allows a single copy of the SOFTWARE PRODUCT to be stored on
hard disk and loaded for execution on a single designated workstation, or, for software designed
for use on a handheld device, for execution on a single designated handheld device.
2.2.3 Supplementary Licenses are described below:
(a) Backup License (BCK) is licensed solely for "cold standby" when manual switchover of the
SOFTWARE PRODUCT to the Supplementary License is required in the event of failure of
the Primary License.
(b) Developer's License (DEV) is a license of a Web -based SOFTWARE PRODUCT that is
delivered solely in connection with the Primary License of such SOFTWARE PRODUCT for
the purposes of developing and testing your website built only with the SOFTWARE
PRODUCT. Developer's Licenses shall not be used for production purposes (i.e. a fully
deployed website),
(c) Load Balancing License (LOB) is a license of a Web -based SOFTWARE PRODUCT
solely for use as a second or successive license on a web cluster to balance the load with
the.Primary License.
(d) Redundant License (RDT) is licensed solely for "hot standby" when automatic switchover
of the SOFTWARE PRODUCT to the Supplementary License is required in the event of
failure of the Primary License.
(e) Test License (TST) is licensed solely for testing purposes. However, Intergraph also allows
a Test License to be used to conduct no -cost training on test servers for a maximum of thirty
(30) days per year.
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R F
(f) Training License (TRN) is licensed solely for training purposes.
2.3 Updates. If the SOFTWARE PRODUCT is an Update to a previous version of the SOFTWARE
PRODUCT, you must possess a valid license to such previous version in order to use the Update. The
SOFTWARE PRODUCT and any previous version may not be used by or transferred to a third party. All
Updates are provided to you on a license exchange basis and are subject to all of the terms and
conditions of the EULA provided with the latest version of the SOFTWARE PRODUCT. By using an
Update, you (i) agree to voluntarily terminate your right to use any previous version of the SOFTWARE
PRODUCT, except to the extent that the previous version is required to transition to the Update; and (ii)
acknowledge and agree that any obligation that Intergraph may have to support the previous version(s) of
the SOFTWARE PRODUCT will end upon availability of the Update. If an update is provided, you will
take prompt action to install such Update as directed by Intergraph. If you fail to do so, you acknowledge
that the SOFTWARE PRODUCT may not work correctly or that you will not be able to take advantage of
all of the SOFTWARE PRODUCT's available features, In such event, Intergraph will not be liable for
additional costs you incur as a result of your failure to install such Update.
3. RIGHTS AND LIMITATIONS. Please see specific exceptions and additional terms related to GeoMedia Viewer
Software, Beta Software, Evaluation Software, and Educational Software set forth at the end of this EULA.
3.1 THE FOLLOWING ARE PERMITTED FOR YOUR LICENSE:
3.1.1 You may make one copy of the SOFTWARE PRODUCT media in machine readable or printed
form and solely for backup purposes. Intergraph retains ownership of all User created copies.
You may not transfer the rights to a backup copy unless you transfer all rights in the
SOFTWARE PRODUCT and license as provided for in Section 3.1.2.
3.1.2 You may transfer the SOFTWARE PRODUCT and license within your company (intra - company
transfer), subject to the Intergraph Security, Government & Infrastructure Software Transfer
Policy ( " SG &I Software Transfer Policy ") and the terms of this EULA, The SG &I Software
Transfer Policy is available from Intergraph upon request. If you transfer the SOFTWARE
PRODUCT, you must at the same time either transfer all copies, modifications, or merged
portions, in whatever form, to the same party, or you must destroy those not transferred.
3.1.3 For a SOFTWARE PRODUCT intended for use on Web -based systems:
(a) You may run multiple Web applications with a single license.
(b) You may distribute client side web page plug -ins (e.g. ActiveX controls, Java applets) to
Users.
(c) You may load this SOFTWARE PRODUCT on multiple machines within a hardware cluster
that is acting as a single web server, provided you have obtained the applicable number of
Load Balancing Licenses from Intergraph and the total number of map servers deployed do
not exceed the quantity licensed.
(d) You may only use the Developer's License for development and testing of your website
3.1.4 Unless otherwise stated in the READ -ME file, you may only copy and distribute the Java script
source files to support the SOFTWARE PRODUCT's output vector map type and your
associated websites, and you may prepare derivative works solely for your internal use.
3.1.5 Unless otherwise stated in the READ -ME file, for SOFTWARE PRODUCTS which contain XSL
Stylesheets for presenting XML Files, you may only use the XSL Stylesheets and derivative
works thereof for the purpose of presenting XML Files and derivative works thereof (collectively,
"XML Products ") for your enterprise. You may not distribute the XSL Stylesheets or XML
Products on a stand -alone basis. XSL Stylesheets may not be used in the production of libelous,
defamatory, fraudulent, lewd, obscene or pornographic material, or any material that infringes
upon any third party intellectual property rights, or otherwise in any illegal manner. All XSL
Stylesheets supplied with the SOFTWARE PRODUCT are and will remain the property of
Intergraph.
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� PH
Unless otherwise stated in the READ -ME file, for SOFTWARE PRODUCTS that are delivered
with a public Application Programming Interface ( "API ") and/or configuration set -up, you may use
the API and/or configuration set -up to customize and/or configure the SOFTWARE PRODUCT,
but only to the extent permitted by the API and/or configuration set -up, You hereby agree to
assign to Intergraph (without the need for any additional approval or documentation) any and all
rights (if any) you have or obtain in any such customization and/or configuration. Intergraph does
not make any representations or warranties with respect to such customization and/or
configuration and to the maximum extent permitted by applicable law, Intergraph and its
suppliers disclaim all warranties, either express or implied, relating to such customization and/or
configuration, including, but not limited to, implied warranties of merchantability, fitness for a
particular purpose, high risk use and non - infringement. Your use of such customization and/or
configuration is solely at your own risk, and you hereby agree to indemnify and hold harmless
Intergraph and its suppliers with respect to such customization and/or configuration. You shall
not sell, rent, license, lease, lend or otherwise transfer any such customization and/or
configuration, except pursuant to an intra - company transfer and per the terms and conditions of
this EULA.
3.1.6 You are responsible, and bear the sole risk, for backing up all systems, software, applications,
and data, as well as properly using the SOFTWARE PRODUCT.
3.1.7 At all times, you must keep, reproduce and include all copyright, patent, trademark and
attribution notices on any copy, modification or portion of the SOFTWARE PRODUCT, including,
without limitation, when installed, used, checked out, checked in and/or merged into another
program.
3.2 THE FOLLOWING ARE PROHIBITED FOR YOUR LICENSE:
3.2.1 You may not sell, rent, license, lease, lend or otherwise transfer the SOFTWARE PRODUCT, or
any copy, modification, or merged portion thereof, to another company or entity (i.e. inter -
company transfer) or person. Any such unauthorized transfer will result in automatic and
immediate termination of the license.
3.2.2. You may not, and you may not authorize anyone else to, decompile, disassemble, or otherwise
reverse engineer the SOFTWARE PRODUCT.
3.2.3. You may not, and you may not authorize anyone else to, work around any technical limitations in
the SOFTWARE PRODUCT.
3.2.4 You may not, and you may not authorize anyone else to, publish the SOFTWARE PRODUCT for
others to copy or use.
3.2.5 You may not, and you may not authorize anyone else to, use, copy, modify, license or transfer
the SOFTWARE PRODUCT, or any copy, modification, or merged portion, in whole or in part,
except as expressly provided for in this EULA.
3.2.6 You may not, and you may not authorize anyone else to, re -use the component parts of the
SOFTWARE PRODUCT with a different software product from the one you are licensed to use
or on different computers. The SOFTWARE PRODUCT is licensed as a single product.
3.2.7 You may not, and you may not authorize anyone else to, circumvent any license mechanism in
the SOFTWARE PRODUCT or the licensing policy.
3.2.8 You may not, and you may not authorize or allow anyone else to, use or view the SOFTWARE
PRODUCT for any purposes competitive with those of Intergraph.
3.2.9 You may not, and you may not authorize anyone else to, use the SOFTWARE PRODUCT
except as expressly set forth in this EULA.
3.2.10 For desktop software that is Node- Locked:
(a) You may not run the SOFTWARE PRODUCT for Web applications.
(b) You may not allow the SOFTWARE PRODUCT to be used by multiple Users on a single
workstation at the same time.
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_ ;11ERGRAPH
3.2.11 You may not, and you may not authorize or allow anyone else to, use the Developer's License
for production purposes (i.e., a fully- deployed website).
3.2.12 You may not, and you may not authorize or allow anyone else to, publish to a third party any
results of benchmark tests run on the SOFTWARE PRODUCT. The sample and demo data
set(s) and related script(s) delivered with some SOFTWARE PRODUCTS (the "Sample Data ")
are provided solely for the purpose of instructing the User on how to use the SOFTWARE
PRODUCT with which the Sample Data are delivered. The Sample Data are licensed in
conjunction with the SOFTWARE PRODUCT and are not to be redistributed, licensed, sold,
transferred, used or otherwise dealt with in a production solution without Intergraph's prior written
consent.
3.2.13 You may not, and you may not authorize anyone else to, use the SOFTWARE PRODUCT
outside the country in which it is licensed without the prior written consent of Intergraph.
3.2.14 The SOFTWARE PRODUCT is not one hundred percent (100 %) fault - tolerant. The SOFTWARE
PRODUCT is not designed or intended for use in any situation where failure or fault of any kind
of the SOFTWARE PRODUCT could lead to death or serious bodily injury of any person, or to
severe physical, property or environmental damage ( "High Risk Use "). You are not licensed to
use the SOFTWARE PRODUCT in, or in conjunction with, any High Risk Use. High Risk Use is
STRICTLY PROHIBITED. High Risk Use includes, for example, the following: operation of
aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III
medical devices. You hereby agree not to use the SOFTWARE PRODUCT in, or in connection
with, any High Risk Use.
3.3 Indemnification by You. You agree to hold harmless and indemnify Intergraph for any causes of action,
claims, costs, expenses and/or damages resulting to Intergraph from a breach by you or any User of any
of the limitations or prohibited actions set forth in this EULA.
4. TERM. This EULA is effective until terminated or until your software subscription expires without being renewed.
You may terminate this EULA at any time by permanently destroying the SOFTWARE PRODUCT together with
all copies, modifications and merged portions in any form. Intergraph may also immediately terminate this EULA
if you fail to comply with the terms and conditions of this EULA, or if you fail to pay the appropriate license or
subscription fee(s). You agree upon the earlier of the termination of this EULA or expiration of your software
subscription to cease using and to . permanently destroy the SOFTWARE PRODUCT (and any copies,
modifications and merged portions of the SOFTWARE PRODUCT in any form, and all of the component parts of
the SOFTWARE PRODUCT).
5. AUDIT. Intergraph shall have the right, during your normal business hours, to audit your use of the SOFTWARE
PRODUCT and your compliance with the provisions of this EULA. Intergraph will provide you with thirty (30)
days prior written notice of an audit. The right of audit shall be limited to twice per calendar year. Prior to the start
of an audit, Intergraph's personnel will sign a reasonable non - disclosure agreement provided by you. During the
audit, you shall allow Intergraph's personnel to be provided reasonable access to both your records and
personnel. The cost of the audit shall be paid by Intergraph unless the results of the audit indicate that you have
underpaid fees to Intergraph, in which case, you agree to promptly pay Intergraph such fees at the price
previously agreed to for the SOFTWARE PRODUCT license or software subscription plus interest on such
underpayments from the original due date at the lesser of two percent (2 %) per month or the highest rate
allowed by applicable law, and you further agree to bear all costs associated with the audit.
6. INTELLECTUAL PROPERTY
6.1 Ownership
6.1.1 Software. ALL SOFTWARE PRODUCTS ARE PROPRIETARY PRODUCTS OF INTERGRAPH
AND ADDITIONAL THIRD PARTIES, AND ARE PROTECTED BY COPYRIGHT LAWS AND
INTERNATIONAL TREATIES. TITLE TO SOFTWARE PRODUCTS AND ALL COPIES,
MODIFICATIONS AND MERGED PORTIONS OF A SOFTWARE PRODUCT SHALL AT ALL
TIMES REMAIN WITH INTERGRAPH AND SUCH THIRD PARTIES. SOFTWARE PRODUCTS
are licensed, not sold pursuant to this EULA. Intergraph and additional third parties retain all
Page 15 of 22
_INTERGRAPH
right, title and interest in and to all SOFTWARE PRODUCTS, including, but not limited to, all
Intellectual Property rights in and to each SOFTWARE PRODUCT. All rights not expressly
granted to you by this EULA or other applicable third party software license agreement or terms
and conditions are reserved by Intergraph and such third parties.
6.1.2 Intellectual Property. You acknowledge and agree that Intergraph and third parry
manufacturers, as applicable, own all rights in and to Intergraph's and the applicable third party
manufacturer's trade names, and no right or license is granted to you pursuant to this EULA to
use such trade names. You also acknowledge and agree that Intergraph and third party
manufacturers, as applicable, own all right, title and interest in and to all intellectual property
relating to and for the SOFTWARE PRODUCT, including, without limitation, patents, trademarks,
copyrights, inventions (whether registerable or not), trade secrets, concepts, ideas, methods,
techniques, formulae, algorithms, logic designs, screen displays, schematics, and source and
object code computer programs (collectively, "Intellectual Property "). If you bring a patent claim
against Intergraph or any third party manufacturer over patents you claim are being infringed by
the SOFTWARE PRODUCT, your patent license from Intergraph and any applicable third party
manufacturer(s) for the SOFTWARE PRODUCT automatically ends.
6.2 Intellectual Property Infringement.
6.2.1 Remedy by Intergraph. in the event the SOFTWARE PRODUCT is, in Intergraph's opinion,
likely to or becomes the subject of a claim of infringement of any duly issued U.S. Intellectual
Property or other proprietary rights of a third party, Intergraph may, at its sole option and
expense (a) procure for you the right to continue using the SOFTWARE PRODUCT; (b) modify
the SOFTWARE PRODUCT to make it non - infringing, but functionally the same; (c) replace the
SOFTWARE PRODUCT with a SOFTWARE PRODUCT which is non - infringing, but functionally
the same; or (d) provide a prorated refund to you of the actual amount you paid Intergraph for
the SOFTWARE PRODUCT.
6.2.2 Indemnification by You. In the event any proceeding (suit, claim, or action) is based (in whole
or in part) on modifications, enhancements or additions made by you or any person or entity on
your behalf, or your use of the SOFTWARE PRODUCT in combination with other products not
furnished by Intergraph, you agree to hold harmless and defend, at your sole cost and expense,
all of Intergraph's right, title and interest in and to the SOFTWARE PRODUCT, as well as
Intergraph's goodwill and reputation both in good faith and at a standard as if the claim is made
against you. You shall reimburse Intergraph any defense expenses inclusive of reasonable
attorneys' fees expended by Intergraph in defense of said claim, and pay any judgment rendered
against Intergraph. You shall make such defense by counsel of your choosing and Intergraph
shall reasonably cooperate with said counsel at your sole cost and expense. You shall have sole
control of said defense, but you shall allow Intergraph to reasonably participate in its own
defense and you shall reasonably cooperate with Intergraph with respect to the settlement of any
claim. Notwithstanding the foregoing, Intergraph may at any time decide to take over any
defense of Intergraph at Intergraph's cost and expense and you shall render full cooperation and
assistance to transfer such defense to Intergraph and with respect to such defense.
6.3 DISCLAIMER OF INTELLECTUAL PROPERTY WARRANTIES AND LIMITATION OF LIABILITY. THE
INTELLECTUAL PROPERTY LIMITED WARRANTIES SET FORTH IN THIS EULA ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATED TO INTELLECTUAL PROPERTY
INFRINGEMENT AND THESE INTELLECTUAL PROPERTY LIMITED WARRANTIES ALONG WITH
THE STATED REMEDIES REPRESENT THE FULL AND TOTAL WARRANTY OBLIGATION AND
LIABILITY OF INTERGRAPH WITH REGARD TO INTELLECTUAL PROPERTY INFRINGEMENT. THE
INTELLECTUAL PROPERTY LIMITED WARRANTIES PROVIDE YOU WITH SPECIFIC LEGAL
RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
IF ANY PART OF THIS DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES OR LIMITATION OF
LIABILITY IS RULED INVALID, THEN INTERGRAPH DISCLAIMS EXPRESS OR IMPLIED
Page 16 of 22
- WEF6 H
WARRANTIES AND LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE
LAW. IF A GREATER WARRANTY OR LIABILITY IS MANDATED PURSUANT TO THE LAW HELD
APPLICABLE TO THIS AGREEMENT, THEN INTERGRAPH WARRANTS THE SOFTWARE PRODUCT
AND PROVIDES LIABILITY TO THE MINIMUM EXTENT REQUIRED BY SAID LAW.
7. LIMITED WARRANTIES.
7.1 Intergraph warrants to you for a period of thirty (30) days from the date of shipment that the SOFTWARE
PRODUCT delivery media will be free of defects in material and workmanship, provided the SOFTWARE
PRODUCT is used under normal conditions and in strict accordance with the terms and conditions of this
EULA. You agree to promptly notify Intergraph of any unauthorized use, repair or modification, or misuse
of the SOFTWARE PRODUCT, as well as any suspected defect in the SOFTWARE PRODUCT delivery
media.
7.2 Intergraph warrants that it has the right to grant you this license.
7.3 THE ABOVE LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, AND REPRESENT THE FULL WARRANTY OBLIGATION OF INTERGRAPH. THE LIMITED
WARRANTIES PROVIDE YOU WITH SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS,
WHICH VARY FROM JURISDICTION TO JURISDICTION. IF THIS WARRANTY SECTION DOES NOT
ADHERE TO LOCAL LAWS, THEN THE MINIMUM WARRANTY TERM PRESCRIBED BY THE LAWS
OF YOUR JURISDICTION SHALL APPLY.
8. WARRANTY DISCLAIMERS. ALL WARRANTIES PROVIDED PURSUANT TO THIS EULA ARE VOID IF
FAILURE OF A WARRANTED ITEM RESULTS DIRECTLY, OR INDIRECTLY, FROM AN UNAUTHORIZED
USE OR MISUSE OF A WARRANTED ITEM, INCLUDING, WITHOUT LIMITATION, USE OF A WARRANTED
ITEM UNDER ABNORMAL OPERATING CONDITIONS OR UNAUTHORIZED MODIFICATION OR REPAIR OF
A WARRANTED ITEM OR FAILURE TO ROUTINELY MAINTAIN A WARRANTED ITEM. EXCEPT AS
SPECIFICALLY SET FORTH IN THIS EULA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, INTERGRAPH AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
RELATING TO THE SOFTWARE PRODUCT, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HIGH RISK USE AND NON -
INFRINGEMENT. INTERGRAPH DOES NOT WARRANT THAT ANY SOFTWARE PRODUCT WILL MEET
YOUR REQUIREMENTS, AND UNDER NO CIRCUMSTANCES DOES INTERGRAPH WARRANT THAT ANY
SOFTWARE PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR FREE, THE SOFTWARE PRODUCT
IS PROVIDED "AS IS" AND YOU BEAR THE SOLE RISK OF USING THE SOFTWARE PRODUCT. IF ANY
PART OF THIS DISCLAIMER OF EXPRESS OR IMPLIED WARRANTIES IS RULED INVALID, THEN
INTERGRAPH DISCLAIMS EXPRESS OR IMPLIED WARRANTIES TO THE MAXIMUM EXTENT ALLOWED
BY APPLICABLE LAW. IF A GREATER WARRANTY OR LIABILITY IS MANDATED PURSUANT TO THE LAW
HELD APPLICABLE TO THIS AGREEMENT, THEN INTERGRAPH WARRANTS THE SOFTWARE PRODUCT
AND PROVIDES LIABILITY TO THE MINIMUM EXTENT REQUIRED BY SAID LAW.
9. LIMITATION OF LIABILITY. YOU ASSUME FULL AND COMPLETE LIABILITY FOR YOUR USE OF THE
SOFTWARE PRODUCT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL INTERGRAPH OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT,
PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF USE OR PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF DATA,
LOSS OF BUSINESS INFORMATION, BUSINESS INTERRUPTION, CLAIMS OF THIRD PARTIES OR ANY
OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT AND /OR THE USE OF OR INABILITY TO
USE THE SOFTWARE PRODUCT, EVEN IF INTERGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, IN NO EVENT SHALL INTERGRAPH BE LIABLE FOR ANY CLAIM, DAMAGES, OR
OTHER LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THE DOWNLOADING, VIEWING, USE,
DUPLICATION, DISTRIBUTION OR DISCLOSURE OF ANY SAMPLE DATA PROVIDED BY INTERGRAPH,
INCLUDING, BUT NOT LIMITED TO, ANY CLAIM, LIABILITY OR DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OR CORRUPTION OF DATA ARISING
FROM, OUT OF OR IN CONNECTION WITH, THE SAMPLE DATA OR THE USE OR OTHER DEALINGS
Page 17 of 22
rrmGiH
WITH THE SAMPLE DATA. INTERGRAPH'S ENTIRE LIABILITY ARISING OUT OF OR IN CONNECTION
WITH THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO INTERGRAPH FOR
THE SOFTWARE PRODUCT OR SOFTWARE SUBSCRIPTION AT ISSUE AT THE TIME THE INITIAL EVENT
GIVING RISE TO THE CLAIM OCCURS. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO
CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR RELATING TO THIS EULA MAY BE BROUGHT BY
YOU MORE THAN ONE (1) YEAR FOLLOWING THE INITIAL EVENT GIVING RISE TO THE CAUSE OF
ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF ANY PART OF THIS SECTION IS HELD
INVALID, THEN INTERGRAPH LIMITS ITS LIABILITY TO THE MAXIMUM EXTENT ALLOWED BY
APPLICABLE LAW.
9.1 In the event the SOFTWARE PRODUCT does not substantially comply with the limited warranties set
forth in this EULA, Intergraph's entire liability and your exclusive remedy shall be, in Intergraph's sole and
absolute discretion, either (i) the modification, repair or replacement of the SOFTWARE PRODUCT; or (ii)
a prorated refund to you of the actual amount you paid Intergraph for the SOFTWARE PRODUCT for the
period of time that the SOFTWARE PRODUCT did not substantially conform to the limited warranties set
forth in this EULA.
9.2 Intergraph is acting on behalf of its suppliers for the sole purpose of disclaiming, excluding and/or limiting
obligations, warranties and liability as provided in this EULA, but in no other respects and for no other
purpose.
10. RESTRICTIONS.
10.1 United States Government Restricted Rights. If the SOFTWARE PRODUCT (including any Updates,
documentation or technical data related to such SOFTWARE PRODUCT) is licensed, purchased,
subscribed to or obtained, directly or indirectly, by or on behalf of a unit or agency of the United States
Government, then this Section 10.1 also applies.
10.1.1 For civilian aaencles The SOFTWARE PRODUCT was developed at private expense and is
"restricted computer software" submitted with restricted rights in accordance with the Federal
Acquisition Regulations ( "FAR ") 52.227 -19 (a) through (d) (Commercial Computer Software —
Restricted Rights).
10.1.2 For units of the Department of Defense The SOFTWARE PRODUCT was developed at
private expense and is "commercial computer software" submitted with restricted rights in
accordance with the Defense Federal Acquisition Regulations ( "DFARS ") DFARS 227.7202 -3
(Rights in commercial computer software or commercial computer software documentation).
10.1.3 Notice This SOFTWARE PRODUCT is "commercial computer software" as defined in DFARS
252.227 -7014 (Rights in Noncommercial Computer Software) and FAR 12.212 (Computer
Software), which includes "technical data" as defined in DFARS 252.227 -7015 (Technical Data)
and FAR 12.211 (Technical Data). All use, modification, reproduction, release, performance,
display or disclosure of this "commercial computer software" shall be in strict accordance with
the manufacturer's standard commercial license, which is attached to and incorporated into the
governing Government contract. Intergraph and any applicable third party software
manufacturer(s) are the manufacturer. This SOFTWARE PRODUCT is unpublished and all rights
are reserved under the Copyright Laws of the United States.
10.2 Export Restrictions. This SOFTWARE PRODUCT, including any technical data related to this
SOFTWARE PRODUCT, is subject .to the export control laws and regulations of the United States.
Diversion contrary to United States law is prohibited. This SOFTWARE PRODUCT, including any
technical data related to this SOFTWARE PRODUCT and any derivatives of this SOFTWARE
PRODUCT, shall not be exported or re- exported, directly or indirectly (including via remote access), under
the following circumstances:
10.2.1 To Cuba, Iran, North Korea, Sudan, or Syria, or any national of these countries.
10.2.2 To any person or entity listed on any United States government denial list, including, but not
limited to, the United States Department of Commerce Denied Persons, Entities, and Unverified
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INTERGR
Lists ( www. bi s. docgovl complianceandenforcemenUliststocheck .htrn the United States
Department - of Treasury Specially Designated Nationals List
(www.treas.gov/offices/enforcemenVofacl , and the United States Department of State Debarred
List ( http: / /www.pmddtc. state ,gov /compliance /debar.htmi
10.2.3 To any entity if you know, or have reason to know, the end use is related to the design,
development, production, or use of missiles, chemical, biological, or nuclear weapons, or other
unsafeguarded or sensitive nuclear uses.
10.2.4 To any entity if you know, or have reason to know, that an illegal reshipment will take place.
11. If the SOFTWARE PRODUCT you received is identified on the media as being ITAR - controlled, this
SOFTWARE PRODUCT has been determined to be a defense article subject to the U.S. International Traffic in
Arms Regulations (ITAR). Export of this SOFTWARE PRODUCT from the United States must be covered by a
license issued by the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State or by an
ITAR license exemption. This SOFTWARE PRODUCT may not be resold, diverted, or transferred to any country
or any end user, or used in any country or by any end user other than as authorized by the existing license or
]TAR exemption. Subject to the terms of this EULA, this SOFTWARE PRODUCT may be used in other countries
or by other end users if prior written approval of DDTC is obtained.
12. You agree to hold harmless and indemnify Intergraph for any causes of actions, claims, costs, expenses and/or
damages resulting to Intergraph from a breach by you or any User of the export restrictions set forth in this
EULA. Any questions regarding export or re- export of the SOFTWARE PRODUCT or concerning ITAR
restrictions, if applicable, should be addressed to Intergraph's Export Compliance Department at 170 Graphics
Drive, Madison, Alabama, United States 35758 or at exportcompliance C�intergraph.com
You agree to hold harmless and indemnify Intergraph for any causes of actions, claims, costs, expenses and/or
damages resulting to Intergraph from a breach by you or any User of the export restrictions set forth in this
EULA. Any questions regarding export or re -export of the SOFTWARE PRODUCT or concerning ITAR
restrictions, if applicable, should be addressed to Intergraph's Export Compliance Department at 170 Graphics
Drive, Madison, Alabama, United States 35758 or at exportcompliance (a.intergraph,com
12.1 Territorial Use Restriction. Unless otherwise specifically permitted in writing by Intergraph, use of the
SOFTWARE PRODUCT outside the country in which it is licensed is strictly prohibited.
12.2 Non - disclosure, You understand that Intergraph possesses information and data, including, without
limitation, Intellectual Property, that was developed, created or discovered by Intergraph, or which has
become known to or has been conveyed to Intergraph, which has commercial value in Intergraph's day -
to -day business ( "Confidential Information "). Intergraph considers such Confidential Information to be
proprietary and confidential. You agree to treat and maintain as proprietary and confidential Intergraph's
Confidential Information and any information or data provided by Intergraph, in whatever form, as you
would treat your own proprietary and confidential information and data, but in any event, no less than with
reasonable care, and to comply with all license requirements, copyright, patent, trademark and trade
secret laws as they may pertain to any of Intergraph's Confidential Information or other information or data
provided by Intergraph.
13. GENERAL
13.1 Entire Agreement. You acknowledge that you have read this EULA, understand it and agree to be bound
by its terms and conditions. You further agree that this EULA is the complete and exclusive statement of
the agreement between you and Intergraph relating to the subject matter of this EULA and that this EULA
supersedes any proposal or prior agreement, oral or written, and any other communications between you
and Intergraph relating to the subject matter of this EULA. This EULA may be amended only by a written
instrument signed by both you and Intergraph; provided however, certain Intergraph SOFTWARE
PRODUCTS and Updates may be subject to additional terms and conditions contained in a EULA
Addendum or separate EULA that is delivered with the applicable SOFTWARE PRODUCT or Update.
Any reproduction of this EULA made by reliable means (for example, printed, photocopy or facsimile) will
be deemed an original.
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WERGR 1r H
13.2 Severability. Whenever possible, each provision of this EULA shall be interpreted in such a manner as to
be effective and valid under applicable law. However, if any provision of this EULA 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 this EULA.
13.3 Headings. The various headings in this EULA are inserted for convenience only and shall not affect the
meaning or interpretation of this EULA or any section or provision of this EULA.
13.4 No Waiver. Any failure by either party to enforce performance of this EULA 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 this EULA.
13.5 Notices. Any notice or other communication ( "Notice ") required or permitted under this EULA 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 EULA 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. Intergraph's address for Notices is Intergraph Corporation, 170 Graphics Drive, Madison, Alabama
35758, Attn: Legal Department, 256 -730 -2333.
13.6 Assignment. Neither party shall have the right to assign any of its rights nor delegate any of its
obligations under this EULA without the prior written consent of the other party, except that Intergraph
may assign its rights and obligations under this EULA, without your approval, to (i) an entity which
acquires all or substantially all of the assets of Intergraph or the Intergraph division providing a product or
service subject to this EULA; (ii) an entity which acquires all or substantially all of the product or product
line assets subject to this EULA; or (Iii) any subsidiary, affiliate or successor in a merger or acquisition of
Intergraph. Any attempt by you to sublicense, assign or transfer the license or the SOFTWARE
PRODUCT, except as expressly provided in this EULA, is void and immediately terminates the license.
13.7 Other Intergraph software products. If you have or use other Intergraph software products, please read
this EULA and all other terms and conditions carefully, as there may be differences in the terms and
conditions.
13.8 Limited Relationship. The relationship between you and Intergraph is that of independent contractors
and neither you nor your agents shall have any authority to bind Intergraph.
13.9 Governing Law; Venue and Jurisdiction. This EULA 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 accepted in Madison, Alabama, United States. You and Intergraph agree that any legal action or
proceeding arising, directly or indirectly, out of or relating to this EULA shall be instituted in the Circuit
Court for Madison County, Alabama, United States or the United States District Court for the Northern
District of Alabama, Northeastern Division. You and Intergraph agree to submit to the jurisdiction of and
agree that venue is proper in these courts for any such legal action or proceedings. This EULA shall not
be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts
for the International Sale of Goods, the application of which is expressly excluded.
13.10 WAIVER OF JURY TRIAL. INTERGRAPH AND YOU EACH HEREBY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY
FOR ANY LEGAL PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR RELATING TO
THIS EULA. BOTH INTERGRAPH AND YOU (1) CERTIFY THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER; AND (11) ACKNOWLEDGE THAT BOTH INTERGRAPH AND YOU HAVE BEEN
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WrmGRA H
INDUCED TO ENTER INTO THIS EULA BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL.
13.11 Injunctive Relief; Cumulative Remedies. You acknowledge and agree that a breach of this EULA by
you could cause irreparable harm to Intergraph for which monetary damages may be difficult to ascertain
or may be an inadequate remedy. You agree that Intergraph will have the right, in addition to its other
rights and remedies, to seek and obtain injunctive relief for any breach of this EULA by you, and you
expressly waive any objection that Intergraph has or may have an adequate remedy at law with respect to
any such breach. The rights and remedies set forth in this EULA are cumulative and concurrent and may
be pursued separately, successively or together.
13.12 Attorneys' Fees and Costs. in the event of any legal proceeding arising out of or relating to this EULA,
the prevailing party in such action shall be entitled to an award of its reasonable attorneys' fees and costs
for all such legal proceedings, including for trial and all levels of appeal.
13.13 Governing Language. The controlling language of this EULA is English. If you received a translation of
this EULA into another language, it has been provided for your convenience only.
13.14 USE OUTSIDE THE UNITED STATES. If you are located outside the United States, then the provisions
of this section shall also apply: (i) Les parties en presence confirment leur volonte que cette convention
de meme que toes les documents y compris tout avis qui s'y rattachent, soient rediges en langue anglaise
(Translation: "The parties confirm that this agreement and all related documentation is and will be in the
English language. "); and (ii) You are responsible for complying with any local laws in your jurisdiction
which might impact your right to imporl, export or use the SOFTWARE PRODUCT, and you represent
that you have complied with any and all regulations or registration procedures required by applicable law
to make this EULA fully enforceable.
13.15 Survival. The provisions of this EULA which require or contemplate performance after the expiration or
termination of this EULA shall be enforceable notwithstanding said expiration or termination.
14. ADDITIONAL TERMS FOR SPECIFIC SOFTWARE PRODUCTS.
14.1 GeoMedia Software — Additional Terms. The software license specifically for GeoMedia Viewer permits
copies to be stored on hard disk and loaded for execution on one or more workstations. The GeoMedia
Viewer software may be freely copied, transferred and loaned both inside and outside your company.
14.2 Beta Software - Additional Terms. If the SOFTWARE PRODUCT you received with this EULA is pre-
commercial release or beta software ( "Beta Software "), then the following additional terms apply. To the
extent that any provision in this section is in conflict with any other terms or conditions in this EULA, this
section shall supersede such other terms and conditions with respect to the Beta Software, but only to the
extent necessary to resolve the conflict. You shall hold all information concerning Beta Software and your
use and evaluation of such information and the Beta Software (collectively, "Beta Software Information ")
in confidence and with the same degree of care you use to keep your own similar information confidential,
but in no event shall you use less than a reasonable degree of care; and you shall not, without the prior
written consent of Intergraph, disclose such Beta Software Information to any person or entity for any
reason at any time; provided, however, it is understood that you may disclose any Beta Software
Information to those of your representatives who actually need such information for the purpose of
participating in the proposed evaluation and testing ( "Beta Testing ") of the Beta Software, on the condition
that, prior to such disclosure, such representative has been made aware of the terms of this EULA. You
shall not use any Beta Software Information for any reason or purpose other than as necessary for Beta
Testing. You agree to make no other use of the Beta Software Information or to incorporate any Beta
Software Information into any work or product. You acknowledge that the Beta Software is a pre- release,
beta version, does not represent final product from Intergraph, and may contain bugs, errors and other
problems that could cause system or other failures and data loss. THE BETA SOFTWARE IS PROVIDED
TO YOU "AS -IS ", AND INTERGRAPH DISCLAIMS ALL WARRANTY AND LIABILITY OBLIGATIONS TO
YOU OF ANY KIND. You may use the Beta Software only for evaluation and testing and not for general
production use. You acknowledge that Intergraph has not promised or guaranteed to you that Beta
Software or any portion thereof will be announced or made available to anyone in the future, Intergraph
Page 21 of 22
i..
has no express or implied obligation to you to announce or introduce the Beta Software and that
Intergraph may not introduce a product similar to or compatible with the Beta Software. Accordingly, you
acknowledge that any research or development that you perform regarding the Beta Software or any
product associated with the Beta Software is done entirely at your own risk. During the term of this EULA,
if requested by Intergraph, you will provide feedback to Intergraph regarding Beta Testing, including error
or bug reports. Upon receipt of a later unreleased version of Beta Software or release by Intergraph of a
publicly released commercial version of the SOFTWARE PRODUCT, you agree to return or permanently
destroy all earlier Beta Software received from Intergraph. You agree that you will return or destroy all
unreleased versions of the Beta Software within thirty (30) days of the completion of Beta Testing when
such date is earlier than the date for Intergraph's first commercial shipment of the publicly released
commercial software.
14.3 Evaluation Software Additional Terms. If the SOFTWARE PRODUCT you have received with this
EULA is provided specifically for evaluation purposes ( "Evaluation Software "), then the following section
applies until such time that you purchase a license of the full retail version of the SOFTWARE PRODUCT.
To the extent that any provision in this section is in conflict with any other term or condition in this EULA,
this section shall supersede such other terms and conditions with respect to the Evaluation Software, but
only to the extent necessary to resolve the conflict. You may use the Evaluation Software only for
evaluation and testing and not for general production use. You acknowledge that the Evaluation Software
may contain limited functionality and/or may function for a limited period of time. Intergraph is licensing
the Evaluation Software on an "AS -IS" basis, solely for your evaluation to assist in your purchase
decision. If the Evaluation Software is a timeout version, then the program will terminate operation after a
designated period of time following installation (the "Time Out Date "). Upon such Time Out Date, the
Evaluation Software license will cease operation and you will not be able to use the SOFTWARE
PRODUCT, unless you purchase a license for a full retail version of the SOFTWARE PRODUCT. You
acknowledge that such Evaluation Software shall cease operation upon the Time Out Date and
accordingly, access to any files or output created with such Evaluation Software or any product
associated with the Evaluation Software is done entirely at your own risk.
14.4 Educational Software Product — Additional Terms. If the SOFTWARE PRODUCT you have received
with this EULA is Educational Software Product (where either an education price is paid for the
SOFTWARE PRODUCT, or the SOFTWARE PRODUCT is received by virtue of your participation in an
Intergraph program designed for educational or research institutions, or is received through an education
grant from Intergraph), you are not entitled to use the SOFTWARE PRODUCT unless you qualify in your
jurisdiction as an Educational End User. You may use the Educational Software Product only for
educational and research purposes. Commercial and general production use of Educational Software
Products is specifically prohibited. Additional terms and conditions, as well as the definition of an
Educational End User, are detailed in Intergraph's Education Policy which is available from Intergraph
upon request.
Page 22 of 22
Price Quote for Corpus Christi, TX
Valid through 03/28/2012
11- CorChris_TX4
Laborato Information System Interface
US$
U5$
US$
Softivare
Item Description By 1'
Purpose Price
Total Price
I/LEADS Import interface (Incident Attachments and Supplemental Info)
(IPSRMSCUST -1)
1 $ 32,500
$
32,500 $
6,500
I/LEADS Web Service Interface (Pro perty Records) (IPSRMSCUST -2)
1 $ 37,375
$
37,375 $
7,475
RMS Implementation Services
1 $ 11,750
$
11,750
Sub -Total Exclusive of Discount, Maintenance & Taxes
$
81,625 $
13,975
One Time System Discount
for initial purchase only 1
$
(8,000)
Grand Total Exclusive of Maintenance, Taxes
Tax Exemption assumed I S
73,625 $
13,975.
Notes:
I. Estimated first year software maintenance has been included in this quote. Actual maintenance price will be quoted by Intergraph Maintenance Contracts upon shipment
based on maintenance renewal date.
2. Intergraph requires remote access to the customers' servers to complete the effort as quoted.
3. Sales tax is not included in this quote. Final sales tax billed will reflect the applicable tax rates at time of sale as required by law.
CorpusChristi_LIMS Interface_$Q0201121ps1$
Intergraph Confidential and Proprietary Information
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