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HomeMy WebLinkAboutC2014-011 - 1/21/2014 - Approved NTERG Security, Government and Infrastructure, a Division of Intergraph Corporation AGREEMENT for Statement of Work for I/CAD, Mobile to MPS Upgrade and I/LEADS Upgrade Corpus Christi, City of September 10, 2013 2014-011 1/21/14 M2014-005 Intergraph iND i-H• Prepared for: Corpus Christi,City of 321 John Sartain PO Box 9016 Corpus Christi,TX 78469-9016 Phone: 361-826-8351 Email:Philips@cctexas.com By: Spencer W Anderson Account Manager Security, Government& Infrastructure(SG&I) Division Intergraph Corporation P.O. Box 240000 Huntsville, AL 35813 USA Phone: 801-710-8100Fax: (256)730-8046 Email: spencer.anderson @intergraph.com Proprietary and Confidential ■ Y CVs Change History Revision Date Author Section Changed and Description 1 4/3/2012 Intergraph Draft- Original 2 9/12/2013 Intergraph Update SOW document to include Agreement, CAD-MPS Upgrade and LEADS Upgrade documents. 3 9/16/2013 Intergraph Update SOW following VSOE review. Modify deliverables. 4 10/9/2013 Intergraph Update quote reference number 5 10/23/13 Intergraph Final version for approval Proprietary and Confidential li `i/ s Contents 1. Introduction 4 2. General Assumptions 4 3. Project Deliverables 4 4. Acceptance Criteria 7 5. Schedule 7 6. Price 7 7. Terms of Payment 8 8. Terms & Conditions 8 9. Approval Signatures 9 10. Terms and Conditions 10 11. Project Deliverable Sign Off Form 12 12. Intergraph Remittance Instructions 13 13. Exhibits 14 Proprietary and Confidential ��� ■-.Y G " 1 . Introduction This document is submitted to serve as a mutually acceptable Statement of Work("SOW') between Security, Government and Infrastructure, a Division of Intergraph Corporation ("Intergraph") and the City of Corpus Christi, TX, ("Customer"). This SOW defines the software and services required to provide an I/CAD, Mobile to MPS and RMS upgrade. Unless specifically noted within this SOW, all software shall be the standard commercial off-the-shelf("COTS") product. Functionality not identified in this SOW may be included at additional cost with appropriate revisions to the SOW. 2. General Assumptions This SOW is based upon the following: 1. General Assumptions as proposed in Exhibit D: I/CAD and I/Mobile to MPS Upgrade 2. General Assumptions as proposed in Exhibit E: I/LEADS Upgrade 3. Project Deliverables The deliverables for this SOW will be as follows: 1. I/CAD and I/Mobile to MPS Upgrade services as defined in Exhibit D: I/CAD and I/Mobile to MPS Upgrade. 2. I/LEADS Upgrade as defined in Exhibit E: I/LEADS Upgrade. 3. Software updates for products covered under a current maintenance agreement. Below is a list of all products that are currently under maintenance and therefore will be included in the upgrade. a. ANI/ALI Interface (ANI/ALI) - 1 b. I/Executive (IPS0001) - 1 c. I/Executive-Training License (IPS0001TRN) - 1 d. I/Dispatcher (IPS0002) - 12 e. I/Dispatcher-Test License (IPS0002TST) -4 f. I/Calltaker (1P50003) -8 g. I/Informer (IPS0004)- 1 h. I/Informer (IPS0004)— 1 i. I/Informer to I/LEADS (IPS0004A)— 1 j. I/Informer to I/LEADS (IPS0004ATST)—Test License— 1 k. I/Informer—Test License (IPS0004TST)— 1 I. I/LEADS State Suite Texas—(IPS0004TXR) - 1 m. I/Executive 2 (IPS0007)- 1 n. I/Mobile Data Terminal (IPS0009) - 1 ,..Y\V ' o. I/Page (IPS0012)- 1 p. I/Tracker (IPS0015)— 1 q. I/LEADS Server(IPS0019)— 1 r. I/LEADS Server—Backup License (IPS0019BCK)— 1 s. I/LEADS Server—Test License(IPS0019TST)— 1 t. I/LEADS Server—Backup License (IPS0019BCK)— 1 u. I/LEADS Records Management System—Desktop Client(IPS0020)— 150 v. I/LEADS Jail Management System—Client(IPS0026)— 15 w. I/LEADS—Mugshot Capture System (IPS0027)— 1 x. I/LEADS—Mugshot Capture System-Test License(IPS0027TST)— 1 y. I/LEADS—CADLink(1P50030)— 1 z. I/LEADS—CADLink(IPS0030TST) - 1 aa. I/Major Incident (IPS0034)- 1 bb. I/Backup (IPS0035)- 1 cc. I/Mobile (IPS0038) - 134 dd. I/NetViewer-50 users (IPS0042B) - 1 ee. I/NetDispatcher-5 users (IPS0045) -2 ff. I/FRMS-CADlink (IPS0048)- 1 gg. I/CAD State Suite (Texas) (IPS004TXC)- 1 hh. I/InterCAD- First License (IPS0050)- 1 ii. I/Fire Station Alerting (IPS0052) - 1 jj. I/MapEditor NL (IPS0063) - 1 kk. GeoMedia Professional (SJBY690AA-A) - 1 II. I/Executive-Test License (IPS0001TST)- 1 mm. I/Informer- Backup License (IPS0004BCK) -2 nn. I/Mobile Data Terminal- Backup License (IPS0009BCK) - 1 oo. I/Fire Station Alerting - Backup License (IPS0052BCK) - 1 pp. I/Tracker- Backup License (IPS0015BCK)- 1 qq. I/InterCAD- First License Backup License (IPS0050BCK)- 1 rr. I/Telephone Device for Deaf-ZetronBackup License (IPS0018BCK) - 1 ss. I/Calltaker (IPS0003) - 1 tt. I/NetViewer-50 users (IPS0042B) -1 uu. I/Dispatcher (IPS0002) -4 vv. I/Mobile (IPS0038) -20 ww. The Customer's current I/Mobile product(IPS0038)will be upgraded to Intergraph's newest generation mobile client application - Mobile for Public Safety(MPS, part# IPS0080)via Intergraph's special program SXMA0080 that facilitates this exchange. There is not a functional parity between these two products. The Customer has agreed to this upgrade with the Proprietary and Confidential 5 'I�M'ERGRAPH' understanding that some currently existing I/Mobile features are not part of the MPS product, while the new MPS product contains new features and functions not in the I/Mobile product. To support transition, MPS and I/Mobile can run together in a heterogeneous environment. xx. The Customer's current I/Executive(IPS0001) and I/Executive 2 (IPS0007) products will be upgraded to Intergraph's new I/Executive High Availability(IPS0001HA)application via Intergraph's special program (SXMA212)that facilitates this exchange. The Customer is responsible for the difference in maintenance cost between the I/Exec and I/Exec 2 products and the I/Executive High Availability product. 4. New software products to be added as part of this upgrade. a. BI Direct for CAD Bundle(SBND3080L)— 1 b. Exchange I/Mobile to Mobile for Public Safety(SXMA0080)— 154 c. Exchange I/Exec and I/Exec 2 for I/Executive for High Availability(SXMA212)- 1 5. Customer will be removing the following products from maintenance: a. Import Pawn Shop Interface (IPSCUSTOM12)— 1 b. Oracle Std Ed-Apps Spec Processor (IPSF607AV-1002A)—6 c. I/LEADS Records Management—AFR—(IPS0020A)-65 Proprietary and Confidential 6 �h�H• 4. Acceptance Criteria The I/CAD and Mobile-to-MPS Upgrade and the RMS upgrade shall be considered accepted with either written authorization by the Customer or upon Production use, whichever comes first. Note: If a delay in final acceptance is caused by another vendor or a state agency's ability to provide required deliverables and lasts for more than 30 days after the interface has been delivered by Intergraph to either a Test or Production environment, the Customer agrees to provide written acceptance of this Intergraph interface and any issues/errors must be reported to Intergraph using the Siebel issue tracking system 5. Schedule Scheduling of Intergraph services will occur: (i) upon receipt of this executed document, (ii) receipt of Customer's purchase order (if applicable), and (iii) Customer has no past due payments to Intergraph. Intergraph and the Customer will determine a mutually agreeable schedule for completion of the deliverables as described in this SOW. 6. Price Pricing for the SOW is in accordance with Intergraph quotation number: CorpusChristi_CAD-MPS-RMS UPG _$Q1025131psl$which is provided as an attachment. • This purchase is for software and services only. • Estimated first year software maintenance has been included in this quote for the new Intergraph software. The actual maintenance price will be quoted by Intergraph Maintenance Contracts upon shipment based on the maintenance renewal date. Intergraph will submit invoices to the Customer at the following address: Philip Sepaugh 321 John Sartain, PO Box 9016, Corpus Christi, TX 78469'9016 361-826-8351 Philips@cctexas.com Refer to Section 12 Intergraph Remittance Instructions. Proprietary and Confidential 7 7. Terms of Payment Payment for this SOW will be due according to the following payment schedule: Payment Milestone Payment Percentage Upon execution of this SOW 40% Upon completion of the pre-cutover training classes 30% Upon cutover of CAD/MPS into production 15% Upon cutover of RMS into production 15% Payment is due 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. 8. Terms & Conditions See Section 10 for Terms& Conditions. Proprietary and Confidential 8 ' NWERGRAPH 9. Approval Signatures Signature by all parties listed below constitutes acceptance of and notice to proceed with this SOW, in accordance with this SOW. This SOW may be executed in one or more counterparts, each of which shall be deemed to be original, and all of which together shall constitute one and the same agreement. A signature delivered by facsimile shall be deemed to be an original signature and shall be effective upon receipt thereof by the other party This document is approved by: Intergraph Authorized Signature Name: Jennifer Williams, Director, U. S. Sales Accounting Sign- - '1' ' I Date: a-Ik}, /(,,/ff/// f L` I Authorized Customer Signature Name: "V .- 0 -L• 013 Signature: .� -_ / �� I Date -F e..)/1../ III / Customer: Please check the appropriate box: ATTEST: EBECCA HUERTA • CITY SECRETARY A Purchase Order Will Not be issued. Customer 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 will be sent to the following address For US Mail Delivery: For Shipping/Delivery including Overnight Services: Intergraph Corporation Intergraph Corporation Attn: Alan Estep Attn: Alan Estep P.O. Box 240000 19 Interpro Road Huntsville, AL 35813 Madison, AL 35758 \-A-2011-1- - U(44.till ILtr, Proprietary and Confidential -• ... 9 p rY SECR TACv Ir 1 LIIVKAPH' 10. Terms and Conditions Ownership in Data/Computer 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 Customer pursuant to Intergraph's current End User License Agreement. Maintenance For any new purchases of Intergraph software described in this SOW, the Customer 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 Customer 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 the user documentation, free from defects in material and workmanship for a period of thirty(30)days from 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 CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, ARISING OUT OF OR IN 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 ANY WAY RELATED TO THIS SOW FROM ANY CAUSE SHALL NOT EXCEED THE VALUE OF THIS SOW. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS SOW MAY BE BROUGHT BY THE CUSTOMER MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS OCCURRED. Infringement In the event of any proceeding against the Customer 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 Customer, defend or settle such proceeding, at Intergraph's expense, provided the Customer 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 Customer shall cooperate with said counsel. Proprietary and Confidential 10 ■ rF G ' 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 based upon amounts payable to Intergraph pursuant to this SOW("Taxes"). Such Taxes, however do not include franchise taxes or taxes based on net income. The Customer agrees to pay Intergraph any applicable Taxes or provide Intergraph documentary evidence of an appropriate statutory exemption. Governing Law 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 Customer agrees to provide appropriate work place accommodations, computer equipment, software, and necessary access for Intergraph personnel. 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. Proprietary and Confidential 11 t 1 G11Vf APH' 11 . Project Deliverable Sign Off Form 1I\IIERGRAPH PROJECT DELIVERABLE SIGN OFF FORM CUSTOMER NAME,ANYWHERE USA—PROJECT NAME Submission Date: Month/Day/Year j Sign-Off Target Date: Month/Day/year Submitted By: Intergraph Contact Name I Submitted To: Customer Contact Name Customer Contract SI: _ Customer Contract Number I Customer/Project S: _ Intergraph Project Number TYPE OF DELIVERABLE ❑ SOW Tasks ❑ Payments ❑ Plans/Designs ❑ Training ❑ DELIVERABLE INFORMATION DELIVERABLE DESCRIPTION SAMOUNT 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 sign-off that the deliverable has been met or state in writing to Intergraph the reason the deliverable has not been met. Sign-off of the delivera ble 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 Form. 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 the Agreement and listed above meets all 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. Authorized Customer Representative Customer Contact Name SIGNATURE DATE Proprietary and Confidential 12 IIY 1 RGRAPH' 12. Intergraph 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 Name: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.Simpsonna.intergraph.com Security,Government,&Infrastructure Correspondence Only: 19 Interpro Road PO Box 240000 Madison,AL 35758-0015 Huntsville,AL 35813 Phone:256.730.2000 www.intergraph.com TIN:63-0573222 Proprietary and Confidential 13 Itl 1 Lf1VIV'f�l-1 13. Exhibits • Exhibit A:,End User License Agreement • Exhibit B: Public Safety System Specifications • Exhibit C: Intergraph Performance Standards • • Exhibit D: I/CAD and I/Mobile to MPS Upgrade • Exhibit E: I/LEADS Upgrade Proprietary and Confidential 14 Price Quote for Corpus Christi, TX 1 3-CorChri s_TX 1 Valid through 01/31/2014 CAD-Mobile U rade US$ US$ US$ Software Item Description By Functional Use 1 Purpose Qty Unit Price Total Price Maint. CAD Database Server#1 Exchange I/Exec and I/Exec 2 for I/Executive for High Availability (SXMA212) Monitors CAD system transactions. 1 -Included at no additional cost Includes ANI/ALI BlDirect for CAD(I/ExecutiveHA) (SBND3080L) 1 $ 18,000 I $ 18,000 $ 4,140 Mobile Data Computers Exchange I/Mobile CC for Mobile for Public Safety CC (SXMA0080) 154 -Included at no additional cost Services Project Management Services 1 $ 70,800 $ 70,800 CAD Upgrade Services 1 $ 49,678 $ 49,678 BI Direct Implementation Services I $ 5,400 $ 5,400 CAD Cutover Services 1 $ 15,900 $ 15,900 CAD Post-Cutover Services 1 $ 9,000 $ 9,000 CAD Services for Oracle to SQL Migration 1 $ 5,400 $ 5,400 CAD Interfaces Implementation Services I $ 69,187 $ 69,187 CAD Interfaces Post-Cutover Services I $ 7,000 $ 7,000 CAD Interface Cutover Services 1 $ 12,900 $ 12,900 I/LEADS RMS Upgrade Services 1 $ 75,195 $ 75,195 RMS Services for Oracle to SQL Migration - 1 $ 34,715 $ 34,715 Training Services I/CAD Delta Training(IPST5001) 1 $ 15,150 $ 15,150 MPS Workflow and Configuration Workshop(IPST2502) Police I $ 13,450 $ 13,450 MPS for Trainers(IPST2503) Police 1 $ 11,750 $ 11,750 Shipping,Installation,Bonds,Escrow,Insurance,Warranty Shipping and Insurance 1 $ 20 $ 20 Sub-Total Exclusive of Discount,Maintenance,Options&Taxes $ 413,545 $ 4,140 One Time System Discount for initial purchase only 1 ,, t 1'i i.I.tJ i Grand Total Exclusive of Taxes Tax Exemption assumed $ 293,395 $ 4,140 Options: I (Project management and implementation services are estimated.Third party product prices are valid for only 90 days. Intergraph can provide a fixed quote when optional items are selected.) Optional RMS I/LEADS Upgrade Services: I/LEADS Reassessment(IPST3102C) 1 _ $ 13,500 $ 13,500 Optional Mobile Responder Solution: _ _ Mobile Responder Server(1-250 users)Bundle (SBND320 IL) 1 $ 20,000 $ 20,000 $ 4,404 Mobile Responder Server Tablet- 10 Client Access Licenses (IPS3204A) 2 $ 3,000_ $ 6,000 $ 1,320 CorpusChristl_CAD-MPS RMS UPG$Q 1025131ps1$.xlsm Intergraph Confidential and Proprietary Information Page 1 of 2 Price Quote for Corpus Christi, TX 13-CorChris_TX1 Valid through 01/31/2014 CAD-Mobile U s .rade US$ US$ US$ Software Item Description By Functional Use Purpose Qty Unit Price Total Price Maint. Mobile Responder Implementation Services 1 $ 9,000 $ 9,000 PM Services for Mobile Responder 1 $ 1,100 $ 1,100 Optional Third Party: MS SQL Server 2008 R2 EE Runtime(Processor) (E66-00165) -CAD Server 1 -Dual Processor 2 $ 13,966 $ 27,932 $ 5,472 Microsoft SQL Server EE RUNTIME 2008(No Charge) (E66-00152NC) -CAD Server 2-Dual Processor 2 -Included at no additional cost MS SQL Server 2008 R2 EE Runtime(Processor) (E66-00165) -CAD Server 3-Dual Processor 2 $ 13,966 $ 27,932 $ 5,472 MS SQL Server 2008 R2 SE Runtime(Processor) (E65-00175) -Test Server-Dual Processor 2 $ 3,754 $ 7,508 $ 1,440 MS SQL Server 2008 R2 EE Runtime(Processor) (E66-00165) -Map Server-Dual Processor 2 $ 13,966 $ 27,932 $ 5,472 MS SQL Server 2008 R2 EE Runtime(Processor) (E66-00165) - RSM Server 1 -Dual Processor 2 $ 13,966 $ 27,932 $ 5,472 Microsoft SQL Server EE RUNTIME 2008(No Charge) (E66-00I52NC) -RSM Server 2-Dual Processor 2 -Included at no additional cost Optional Services and Training: WPF Configuration Services 1 $ 5,400 $ 5,400 I/CAD Reassessment(IPST2006) 1 $ 15,150 $ 15,150 BI Direct Sys Admin Training(IPSTCUSTTRN-1) 1 $ 7,500 $ 7,500 BI Direct User Training(IPSTCUSTTRN-2) 1 $ 9,200 $ 9,200 li PM Services for Optional Training/Services 1 $ 17,600 $ 17,600 I/Informer Query Forms Design(iPST3109) I $ 1 1,750 $ 11,750 • Optional EdgeFrontier Solution: 0 EdgeFrontier Centralized Platform (IPS2042) -Includes five connections 1 $ 15,000 $ 15,000 $ 3,468 Ingr EdgeFrontier Development (IPS2042DEV) 1 $ 15,000 $ 15,000 $ 3,468 EdgeFrontier Developer Training(SPR-EF9001DEVTRN) 1 $ 16,200 $ 16,200 PM for EdgeFrontier Software/Services 1 $ 2,200 $ 2,200 EdgeFrontier Connector Pack (IPS2042A) -Five additional connections per pack 1 $ 5,000 _ $ 5,000 $ 1,164 y Notes: 1.Customer will be responsible for any difference in maintenance price with the exchange of I/Exec and UExec2 licenses(IPS0001 and IPS0007)to I/Exec HA(IPS0001HA) licenses. 2.Customer will be responsible for any difference in maintenance price with the exchange of I/Mobile(IPS0038)licenses to Mobile for Public Safety(IPS0080)licenses. 3.Intergraph requires remote access to the customer's servers to complete this effort as quoted. 4.Estimated first year software maintenance has been included in this quote. Actual maintenance price will be charged based on maintenance contract renewal date. 5.Intergraph sells SQL Server and BizTalk pursuant to an agreement with Microsoft Corporation. There is no allowance under Intergraph's Microsoft agreement for reinstating maintenance on the Microsoft licenses that has lapsed,either by paying back maintenance or by paying a discounted price to reinstate maintenance,due to customer's failure to renew maintenance prior to the expiration date of customer's maintenance agreement. Microsoft only allows Intergraph to provide maintenance (including upgrades of the Microsoft products)to end users as a renewal of coverage WITHOUT LAPSE IN COVERAGE. Therefore,customers who do not renew maintenance on the Microsoft products through Intergraph before expiration of the then current maintenance agreement shall be required to re-purchase the licenses for SQL Server and/or BizTalk at the then current list price of those products,plus one year of maintenance coverage from the date of re-purchase 6.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_CAD-MPS RMS UPG SQ1025131pslS.xlsm Intergraph Confidential and Proprietary Information Page 2 of 2 NTRRAPH. EXHIBIT A: 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 of the SOFTWARE PRODUCT and any Updates of the SOFTWARE PRODUCT, if any, are licensed to you by Intergraph pursuant to the terms of this EULA. Any software, including, without limitation, any open source components and/or Upgrades, 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 Intergraph and you have agreed to a signed license agreement with Intergraph that specifically addresses the licensing of the applicable SOFTWARE PRODUCT(s) for a discrete transaction, 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. 1.0 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 "Core" means a physical processor on a computer server that can respond to and execute the basic instructions that drive the computer. A Central Processing Unit (CPU) may have one or more Cores, and a given server may have multiple CPU sockets that may each contain multiple Cores. 1.2 "Desktop-based SOFTWARE PRODUCT" means a self-contained application that runs from a local drive and does not require network connectivity to operate. 1.3 "Installation Guide" means a computer file in a Microsoft Word or Adobe PDF document or a text file that contains information a User may need to install or operate a SOFTWARE PRODUCT program. 1.4 "Primary License" means the license(s) of the SOFTWARE PRODUCT provided to you for general production use as authorized by this EULA. 1.5 "Supplementary License" means a license(s) of the SOFTWARE PRODUCT which is made available by Intergraph for select SOFTWARE PRODUCTS to augment Primary 1 Gr . 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. 1.6 "System" means a physical or operational location where the SOFTWARE PRODUCT resides and operates on an individual server or where a single operational identification number("Site ID")has been assigned by Intergraph. 1.7 "Update" means any modified version, fix, or patch of the SOFTWARE PRODUCT. 1.8 "Upgrade" means each new release of the SOFTWARE PRODUCT that is as a result of an architectural, major, or minor change to the SOFTWARE PRODUCT. Upgrades may be provided with a separate EULA. The EULA delivered with the Upgrade will supersede any EULA or signed license agreement associated with prior releases of the SOFTWARE PRODUCT. 1.9 "User" means you or an individual employed by you. A User may also include your contractor who requires temporary use of the SOFTWARE PRODUCT to provide services on your behalf. 1.10 "Web-based SOFTWARE PRODUCT" means a Webservices-based SOFTWARE PRODUCT that is accessed by Users solely over the World Wide Web, Internet or intranet. 1.11 "XML Files" means the XML (Extensible Markup Language) files generated by the SOFTWARE PRODUCT, where applicable. 1.12 "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. 2.0 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 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 two (2) types of Primary Licenses and seven (7) 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 2 Isaff-ThRGRAPH' 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 Primary Licenses are described below: (a) 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 Installation Guide, 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. You consent to the use of a license mechanism, license files, hardware keys, and other security devices in connection with the SOFTWARE PRODUCT and agree not to attempt to circumvent, reverse engineer, or duplicate such devices. (b) 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. 2.2.2 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 on multiple servers represented by one (1) IP address. (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. 3 �� ' (f) Training License(TRN) is licensed solely for training purposes. (g) Secondary License (SEC or TFB) is licensed for non-productive use for training, development, testing, failover, backup, etc. Number of Secondary Licenses cannot exceed the number of purchased Primary Licenses. 2.3 Updates and Upgrades. If the SOFTWARE PRODUCT is an Update or Upgrade to a previous version of the SOFTWARE PRODUCT, you must possess a valid license to such previous version in order to use the Update or Upgrade. The SOFTWARE PRODUCT and any previous version may not be used by or transferred to a third party. All Updates and Upgrades 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 or Upgrade, 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 or Upgrade; 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. 3.0 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. Any other copying of the SOFTWARE PRODUCT, any use of copies in excess of the number of copies you have been authorized to use and have paid for, and any distribution of the SOFTWARE PRODUCT not expressly permitted by this EULA, is a violation of this EULA and of federal or applicable governing law. 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. 3.13 For a Web-based SOFTWARE PRODUCT: (a) You may run multiple Websites and provide multiple Webservices to your client users with a single license. (b) You may distribute client side web page plug-ins (e.g., ActiveX controls, Java applets and applications, Enhanced Compressed Wavelet(ECW)plug ins)to Users. 4 RGIIArH (c) You may load this Web-based SOFTWARE PRODUCT on multiple machines within a cluster that is acting as a single web server, provided you have obtained the applicable number of Load Balancing Licenses or number of Cores from Intergraph and the total number of map servers or number of Cores deployed do not exceed the quantity licensed. (d) Unless otherwise stated in the Installation Guide, you may only copy and distribute the Java script source files to support the Web-based SOFTWARE PRODUCT's output vector map type and your associated websites, and you may prepare derivative works solely for your internal use. 3.1.4 Unless otherwise stated in the Installation Guide, 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. 3.1.5 Unless otherwise stated in the Installation Guide, for SOFTWARE PRODUCTS that are delivered with an Application Programming Interface ("API") and/or configuration set-up, you may use the API(s) to write your own extensions to the SOFTWARE PRODUCTS, and you may use configuration setup to configure the SOFTWARE PRODUCT, but only to the extent permitted by the API(s) and/or configuration setup. Insofar as Intergraph does not transfer to you any rights in its Intellectual Property (as that term is defined in Section 6.1.2) by allowing you to write your own extensions using the API(s) or to configure the software via the configuration set-up, you hereby agree and acknowledge that Intergraph retains all rights in its SOFTWARE PRODUCT, API(s), and configuration setup. Intergraph does not make any representations or warranties with respect to such extensions and/or configurations and to the maximum extent permitted by applicable law, Intergraph and its suppliers disclaim all warranties, either express or implied, relating to such extensions and/or configurations, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, high risk use and non-infringement. Your use of such extensions and/or configurations is solely at your own risk, and you hereby agree to indemnify and hold harmless Intergraph and its suppliers with respect to such extensions and/or configurations. 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 5 ■ rRVs 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, distribute, disclose, 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 a Desktop-based SOFTWARE PRODUCT that is Node-Locked: i. You may not run the SOFTWARE PRODUCT for Web-based applications. ii. You may not allow the SOFTWARE PRODUCT to be used by multiple Users on a single workstation at the same time. 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 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 6 NTERGRAPH' 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. 3.2.14 For a Web-based SOFTWARE PRODUCT: (a) You may not use the Web-based SOFTWARE PRODUCT to operate software as a service or hosting without the prior written consent of Intergraph. (b) You may not use a Load Balancing License (LOB) of the Web-based SOFTWARE PRODUCT detached of its Primary License. (c) You may not use Primary Licenses (and their allocated Load Balancing Licenses) ordered or delivered under a single part number (e.g. "product name — WORKGROUP") for other entities or organizations or at a different physical geographic address. (d) Core Restrictions for Intergraph APOLLO SOFTWARE PRODUCT: License fees and installation restrictions for Intergraph APOLLO SOFTWARE PRODUCTS are based on the number of Cores present in the server on which the Intergraph APOLLO SOFTWARE PRODUCTS are installed. Each product can be licensed in multiples of four(4) Cores, up to a maximum thirty-two (32) Cores. You are responsible for determining the number of Cores on your host server and ordering the appropriate number of Core licenses. Each license of an Intergraph APOLLO SOFTWARE PRODUCT must be installed only on a single server. For example, an 8-Core license does not permit you to install two copies of a component, each on a 4-Core server. In a virtualized data processing environment, where hyper- threading, "virtual machine" technology or other similar techniques create "virtual processors" which do not necessarily correspond to the physical Cores present on the server, your usage rights depend on the relationship between the number of Cores for which you are licensed, the number of physical Cores present on the host server, and the number of processors available to the Intergraph APOLLO SOFTWARE PRODUCT in the virtualized environment, as follows: if the number of Cores for which you are licensed equals or exceeds the number of physical Cores present on the host server, then additional virtual processors created by hyper-threading or other methods of multi-tasking a physical Core do not violate your licensing restriction. However, if you wish to install the Intergraph APOLLO SOFTWARE PRODUCT on a host server having a greater number of physical Cores present than the number of Cores for which you are licensed, you must operate the Intergraph APOLLO SOFTWARE PRODUCT only within a "guest" virtual machine that accesses a maximum number of processors (whether virtual, physical or both) that is less than or equal to the number of Cores for which you are licensed. 33 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. 4.0 TERM. This EULA is effective until terminated or until your software subscription or lease expires without being renewed. this EULA may be terminated (a) by you, by returning to Intergraph the original SOFTWARE PRODUCT or by permanently destroying the SOFTWARE PRODUCT, together with all copies, modifications and merged portions in any form; (b) by 7 'I-nrrER-- r H Intergraph, upon your breach of any of the terms hereof or your failure to pay the appropriate license or subscription fee(s); (c) upon your installation of an Upgrade that is accompanied by a new license agreement covering the SOFTWARE PRODUCT Upgrade; or (d) by expiration of the applicable license files, if this is a temporary license. 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) and certify such destruction in writing to Intergraph. 5.0 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. 6.0 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 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. No source code is deliverable hereunder unless otherwise agreed to in writing by Intergraph. Additional information regarding Intergraph patents, including a list of registered patents associated with the Intergraph SOFTWARE PRODUCTS, is available at www.intergraph.com/patents. 6.1.2 Intellectual Property. You acknowledge and agree that Intergraph and third party 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. 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. 8 ■ 111GRAPH' 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, 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 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. 7.0 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 9 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. 8.0 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, DURABILITY, 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. 9.0 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 10 11 Y 1 GI ThGR Pr I-1 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 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) termination of this EULA and 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. All replacements, Updates, and/or Upgrades made during the original warranty period will be warranted only for the remainder of the original warranty period. So long as Intergraph performs any one of the remedies set forth above, this limited remedy shall not be deemed to have failed of its essential purpose. 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. 10.0 RESTRICTIONS. 10.1 United States Government Restricted Rights. If the SOFTWARE PRODUCT (including any Updates, Upgrades, 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 agencies: 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") 11 GR . 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. 10.1.4 Government Reserved Rights: MrSID technology incorporated in the SOFTWARE PRODUCT was developed in part through a project at the Los Alamos National Laboratory, funded by the U.S. Government, managed under contract by the University of California(the "University"), and is under exclusive commercial license to LizardTech, Inc. It is used under license from LizardTech. MrSID technology is protected by U.S. Patent No. 5,710,835. Foreign patents pending. The U.S. Government and the University have reserved rights in MrSID technology, including without limitation: (a) The U.S. Government has a non- exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced throughout the world, for or on behalf of the United States, inventions covered by U.S. Patent No. 5,710,835 and has other rights under 35 U.S.C. § 200-212 and applicable implementing regulations; (b) If LizardTech's rights in the MrSID technology terminate during the term of this EULA, you may continue to use the SOFTWARE PRODUCT. Any provisions of this license which could reasonably be deemed to do so would then protect the University and/or the U.S. Government; and (c) The University has no obligation to furnish any know-how, technical assistance, or technical data to users of MrSID technology and makes no warranty or representation as to the validity of U.S. Patent 5,710,835 nor that the MrSID technology will not infringe any patent or other proprietary right. For further information about these provisions, contact LizardTech, 1008 Western Ave., Suite 200, Seattle, WA 98104. 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, including, but not limited to the U.S. Export Administrations Act. 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 Lists (www.bis.doc.gov/complianceandenforcement/liststocheck.htm), the United States Department of Treasury Specially Designated Nationals List 12 HRH' (www.treas.gov/offices/enforcement/ofac/), and the United States Department of State Debarred List(http://www.pmddtc.state.gov/compliance/debar.html). 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. 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 ITAR 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. 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 19 Interpro Road, Madison, Alabama, United States 35758 or at exportcompliance@intergraph.com. 10.3 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. 10.4 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. 11.0 GENERAL. 11.1 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, 13 NGRGRA H' 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 Upgrades may be subject to additional, or different, as applicable, terms and conditions contained in a EULA Addendum or separate EULA that is delivered with the applicable SOFTWARE PRODUCT or Upgrade. Any reproduction of this EULA made by reliable means (for example,printed,photocopy or facsimile) will be deemed an original. 11.2 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. 11.3 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. 11.4 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. 11.5 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, 19 Interpro Road, Madison, Alabama 35758, Attn: Legal Department, 256-730-2333. 11.6 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. 11.7 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. 14 11.8 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. 11.9 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. 11.10 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 (I) 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 (II) ACKNOWLEDGE THAT BOTH INTERGRAPH AND YOU HAVE BEEN INDUCED TO ENTER INTO THIS EULA BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS WAIVER OF JURY TRIAL. 11.11 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. 11.12 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. 11.13 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. 11.14 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 tous 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 15 ,H' are responsible for complying with any local laws in your jurisdiction which might impact your right to import, 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. 11.15 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. 12.0 ADDITIONAL TERMS FOR SPECIFIC SOFTWARE PRODUCTS 12.1 GeoMedia Viewer 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. 12.2 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 supercede 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 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 16 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. 12.3 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 supercede 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. 12.4 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. 12.5 MAP2PDF for IMAGINE—Additional Terms. 12.5.1 Warranty Disclaimer. Notwithstanding anything to the contrary herein, no warranty is provided with respect to the performance of MAP2PDF for IMAGINE. For greater clarity MAP2PDF for IMAGINE is provided on an `AS IS"basis. 12.5.2 Limitation of Liability. Intergraph, its licensors or its suppliers shall not be liable for any claims relating to or arising out of MAP2PDF for IMAGINE, regardless of form, in connection with your use of MAP2PDF for IMAGINE. 12.5.3 Acceptance. MAP2PDF for IMAGINE shall be deemed accepted upon your installation of the same. 17 i i APH 12.5.4 Use Restrictions. You may use the MAP2PDF for IMAGINE only for your internal business use, and you may not use MAP2PDF for IMAGINE to render any files other than GeoPDF files. 12.6 ImageStation and Geospatial SDI Software — Additional Terms. Some SOFTWARE PRODUCTS of the ImageStation and Geospatial SDI product families contain one or more dynamic link libraries (DLLs) that were built at least partially from open source code subject to the Code Project Open License (CPOL) 1.02 which may be found at . By installing and using these SOFTWARE PRODUCTS, you agree that the terms of the CPOL license apply to the portions of such DLLs built with CPOL-licensed open source code. 12.7 ECW Browser Plug-in — Additional Terms. The Enhanced Compression Wavelet(ECW)browser plug-in SOFTWARE PRODUCT ("Browser Plug-in") is designed to be used as a browser plug-in to view, within the Microsoft Internet Explorer, Google Chrome and Mozilla Firefox browsers (the "Browsers"), images created using ECW image technology. Browsers are not included with the Browser Plug-in. You may make and install as many copies of the Browser Plug-in as you need, as plug-ins to lawfully licensed Browsers on computers that you own or control. If you have a valid license to use Intergraph Enhanced Compression Wavelet (ECWP) server SOFTWARE PRODUCT ("ECWP Server Software"), you may also distribute copies of the Browser Plug-in to others whom you wish to authorize to access images residing on your ECWP server, provided you include this EULA with the distributed copies. All copies of the Browser Plug-in authorized as described herein are considered to be authorized copies. You may install and use the Browser Plug-in only to enable the Browsers to display images that are created with ECW image technology, and that are accessed via your licensed ECWP Server Software. The Browser Plug-in is licensed only for research, commercial, governmental, and educational purposes and is not licensed, and shall not be used, for personal, family, or household purposes. SGI11192012 (for internal use only) DJA880640 18 INTERGRAPH Exhibit B: Public Safety System Specifications General Notes: This document provides the specifications for hardware and software required to support the Intergraph I/CAD System and Intergraph inPURSUIT System and is available online through the Knowledge Base Article ID 6706 at: http://trueblue.interqraph.com/Support/KnowledgeBase/kb.asp The below specifications reflect technology that is currently considered standard and is routinely available from hardware vendors and should be used when purchasing new equipment. For those customers with existing hardware and planning on a software upgrade, these specifications are intended to serve as a guide for determining whether existing equipment should be upgraded or replaced to support a mission- critical configuration. These specifications apply to servers in any form factor, including rack mounted, blade, or standalone tower servers. I/CAD Virtual Environment Requirements: All I/CAD servers have been tested in a virtual environment with VMware vSphere 5, and are supported as long as the dedicated resources meet or exceed the hardware CPU, memory, and disk space requirements detailed in this document. These specifications apply to servers in any form factor, including rack mounted, blade servers, or standalone servers. Licensing of the Windows Server OS, SQL Server, and especially Oracle have unique licensing requirements under VMware. The recommended disk configuration for the Operating System and Applications of the Virtual Machines(VMs) is RAID10 and should be on separate disks from any database disks. For communication/interface servers, virtualizing the interface/communication server is supported. If there are any serial RS232 interfaces on the communication/interface server, then a serial-to-IP conversion device at the host level will be required since a virtualized interface server has no RS232 port. For a Serial-over-IP device Intergraph has tested with the Digi PortServer®TS serial server. http://store.digi.com/index.cfm?fuseaction=categorv.display&category id=116 There are currently no plans to certify I/CAD clients with virtualization. CAD Storage Requirements: It is very important to keep in mind that Intergraph developed the following hardware requirements with the best possible performance and safety in mind. We also kept at the forefront of our mind that the systems we provide support a life safety software application and need to be of the quality and heft to support the tasks for which they are designated. The very nature of the business in which our software operates does not tolerate average or sub-standard performance. When the outside world is at its worst our applications and their hardware platforms need to be at their best. The hardware requirements outlined below were created to meet these goals. I/CAD and its associated interfaces are database write intensive applications. The single point of most likely bottleneck in a database server is the disk sub-system. When viewing our disk storage requirements do not think of the aspect of storage space, it is irrelevant. Think only of the overall spindle count available for the database related files on the disk. Spindle count, and spindle count alone has driven the requirements for disk storage. The database vendors have stated that using a S.A.M.E. approach (Stripe And Mirror Everything)to disk storage is the best way to ensure adequate performance Public Safety System Specifications-August 2013 Page 1 of 24 INTERGRAPH of the disk subsystem. We have heeded their advice and present the following requirements for the I/CAD system. For all customers, Intergraph requires implementing dedicated LUNs and RAID10 groups specifically for the database files with as many fast spindles as your storage subsystem will allow. Please see the hardware configuration specifications on the following pages for the required number of disks. The DBHA(Database High Availability)servers each have their own database files which must be on separate LUN groups if they are within the same storage array to insure optimal system availability and performance. Customers should not implement RAID5 or RAID6 for the database servers. Public Safety System Specifications-August 2013 Page 2 of 24 INTERGRAPH Physical Hardware Specifications CAD Database Servers, including Web and Archive/Report Servers The specifications are organized by I/CAD System size in effective seats. Effective seats are computed via the following formula: Effective seats = #of I/Dispatcher Clients +#of I/Calltaker Clients + (# of I/MDT Clients)/5 + (#of I/NetViewer Clients)/10 + (#of I/NetDispatcher clients)/2 As an example, a customer site with: 10 - I/Dispatcher Seats / 5 - I/Calltaker Seats / 100— MDT Clients / 50 - NetViewer Users ' 10 - NetDispatcher Users Would equate to: (10+5) + (100)/5 +(50)/10 +(10/2) = 45 Effective Seats The customer's hardware must meet the required specifications below in order for the CAD System to meet the published Intergraph performance standards. Small Configuration: 1-50 Effective Seats Processors 8 cores Memory 32GB Disk Qty: (10) RAID10 15K RPM SAS for (2) -146GB 15K disks 1 database files plus (2) RAID1 15K RPM SAS (10)— 146GB 15K disks 1 for OS and log files Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition RDBMS 64bit Enterprise Edition Example Hardware Dell R620 or HP DL380 'Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. Public Safety System Specifications -August 2013 - Page 3 of 24 INTERGRAPH Medium Configuration: 51-250 Effective Seats Item Specification Processors 12 cores Memory 64GB2 Disk Qty: (14) RAID10 15K RPM SAS for 1 database files plus(2) RAID1 15K RPM SAS (2) -146GB 15K disks for OS and log files (14)— 146GB 15K disks Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition RDBMS 64bit Enterprise Edition Example Hardware Dell R720 or HP DL380 'Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. 2 Windows Server Enterprise Edition required for server memory greater than 32GB Large Configuration: 251-500 Effective Seats Item Specification Processors 16 cores Memory 64GB2 Internal Disk Qty: (24) RAID10 15K RPM (2) -146GB 15K disks ' SAS for database files plus (2) RAID1 15K (24)— 146GB 15K disks 1 RPM SAS for OS and log files Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition RDBMS 64bit Enterprise Edition Example Hardware Dell R720xd or HP DL380 'Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. 2 Windows Server Enterprise Edition required for server memory greater than 32GB The usable storage capacity of a RAID 1+0 array is (N/2) • Smin, where N is the total number of drives in the array and Smin is the capacity of the smallest drive in the array. It is recommended to use same size drive in the array. Storage capacity examples: 24- 146 GB drives with RAID 10 = 1752 GB total storage Public Safety System Specifications -August 2013 Page 4 of 24 INTERGRAPH Interface-Communication Servers Specificati Processors 8 cores Memory 32GB Internal Disk Qty: (2) RAID1 15K RPM SAS (2) -146GB 15K disks for OS and log files Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell R620 or HP DL360 Off Site Backup CAD Servers If the Off Site CAD system performance is expected to match the system performance of the Production CAD system, then the Off Site system must be configured identically to the customer's Production system. Test/Training /Archive CAD Database Servers If the Test/Training system performance is expected to match the system performance of the Production CAD system (i.e. used for load testing), then the Test/Training system must be configured identically to the customer's Production system. The Test I/CAD System is used to test new functionality or updates prior to deployment on the customer's live system. A Training system is a copy of the customer's live system that is used to train new employees without impact to the live system. In addition to the hardware, if the customer requires an I/CAD system for Test/Training and wants that system performance to be identical to their Production system, then all software licenses must also be the same. Test and/or Training Interface Communications Servers Configure the test/training servers identically to their production counterparts Interoperability Framework I BizTalk Servers • Non High Availability/Single Server Configuration Processors 4-8 cores Memory 32GB Internal Disk Qty: (2) RAID1 15K RPM SAS (2) -146GB 15K disks for OS and log files (4) RAID 10 for Database (4)— 146GB or larger 15K disks Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell R620 or HP DL360 Public Safety System Specifications -August 2013 Page 5 of 24 iNTERGRAPH • BizTalk servers Item Specification Processors 4-8 cores Memory 32GB Internal Disk Qty: (2) RAID1 15K RPM SAS (2) -146GB 15K disks for OS and log files Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell R620 or HP DL360 Database servers—configured in a Microsoft Failover Cluster Item Processors 4-8 cores Memory 32GB Internal Disk Qty: (2) RAID1 15K RPM SAS (2)-146GB 15K disks for OS and log files Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition' External Shared Storage (Attached to both (6)— 146GB 15K Disks2 servers) Example Hardware Dell PowerEdge R620 + MD3220 or HP DL360 + MSA2000 'Windows Server Enterprise Edition required for Failover Clustering 2 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. Mobile Data Computers/Laptops Item Specification Processors 13-2350M Processor or greater Memory 8GB Internal Disk 80GB or greater OS 64-bit Windows 7 Video 1024X768 resolution display Touch screen recommended Ports RS-232 Serial\USB Optical Drive Recommended but not required NIC 1GB physical and wireless and\or 3G recommended Example Hardware Panasonic, Dell XFR, or Getac Public Safety System Specifications -August 2013 Page 6 of 24 'INTERGRAPH Mobile Data Computers/Tablets Item Specification Processors i5 Class Intel Processor or greater(Not ARM) Memory 4GB or higher Internal Disk 128GB or greater(even solid state) OS 64-bit Windows 7 or Windows 8 Pro' (Not Windows RT) Video 1024X768 resolution display Touch screen recommended Ports RS-232 Serial\USB Optical Drive Recommended but not required NIC 3G or 4G recommended of wireless data connectivity— either built-in or attached via USB port. Example Hardware Panasonic, Samsung, or Dell 1 MPS has not been tested on Windows 8 but is considered Viable. MPS does not support Android/Apple iOS/etc. It is a Windows-only product.See the Customer Support Web Page at http://support,inteaph.com/documents/Third%20Party%20Platform%20Support.pdf for a definition of"Viable." Mobile Responder A commercially available mobile device (a smart phone or tablet) that is running • Apple iOS 6.2 or later • Android 4.2 or later (may be limited to a defined set of devices for v2.0—other would be "Viable") As well as a Windows Server 2008 or later to host the Mobile Responder Web Service. See above for the hardware specifications for the server. See the Customer Support Web Page at http://support.intergraph.com/documents/Third%20Party%20Platform%20Support.pdf for a definition of "Viable." GPS Units Note: Intergraph AVL products only support the protocols listed below. Devices that support one of these protocols should be compatible with the Intergraph I/Tracker product. Protocols supported ► NMEA (National Marine Electronics Association) ► TAIP (Trimble ASCII Interface Protocol) ► OpenSky Subscriber Application Interface (M/A-COM Tyco Electronics— Revision 1.3) ► BlueTree (10 Management and Event Reporting for the BlueTree 4000 and 5000 Series— Version 1.0) Public Safety System Specifications -August 2013 Page 7 of 24 INTERGRAPH CAD Dispatcher I Cal!taker Workstations Specification'; Processors Dual Core Processor 64 bit OS Memory 8GB Internal Disk 80GB or greater OS Windows 7 Monitors Dual 21" or larger recommended' Speakers Yes NIC Single 1Gb required Example Hardware Dell Precision or HP Z400 series The monitor and Video card in CallTaker\Dispatcher workstations should be the same as the mapping workstation if possible to avoid visual discrepancies. Mapping Workstation Specifications General Map Dataset Size Guidelines: Small to Medium dataset / Small to medium city or rural county ► Estimated street centreline count is less than 200,000 and address point count is less than 200,000 Large dataset ► Highly urbanized city/county, multi-county, or state ► Estimated street centreline count is greater than 200,000 or address point count is greater than 200,000 Type I Configuration—Small to Medium Dataset, database is local on map workstation • Operating System (OS)—Window 7 Pro 64bit • Quad Core Intel Xeon 2.4GHz or better • 6GB, 1333MHz, DDR3 RAM or better • 4 Hard Drive Configuration • C: 250 GB 7200rpm HD or better for OS and Apps • E: 250 GB 7200rpm HD or better for GeoMedia project folder • F: 250 GB 7200rpm HD or better for SQL Server Map Staging Database • G: 250GB 7200rpm HD or better for SQL Server log file and primary page file • 256MB Graphics Card or better • Gigabit Network Card or better Type 2 Configuration— Small to Medium Dataset, database is Client/Server • Operating System (OS)—Windows 7 Pro 64bit • Quad Core Intel Xeon 2.4GHz or better • 6GB RAM or better • 500GB 7200rpm Hard Drive or better • 256MB Graphics Card or better • Gigabit Network Card or better Public Safety System Specifications -August 2013 Page 8 of 24 INTERGRAPH Type 3 Configuration—Large Dataset, database is local on map workstation • Operating System(OS)—Window 7 Pro 64bit • Quad Core Intel Xeon 2.5GHz or better • 12GB, 1333MHz, DDR3 RAM or better • 4 Hard Drive Configuration • C: 500 GB 7200rpm HD or better for OS and Apps • E: 500 GB 7200rpm HD or better for GeoMedia project folder • F: 500 GB 7200rpm HD or better for SQL Server Database • G: 500 GB 7200rpm HD or better for SQL Server log file and primary page file • 256MB Graphics Card or better • Gigabit Network Card or better Type 4 Configuration—Large Dataset, database is Client/Server • Operating System(OS)—Windows 7 Pro 64bit • Quad Core Intel Xeon 2.5GHz or better • 12GB RAM or better • 256GB Solid State Hard Drive or better • 256MB Graphics Card or better • Gigabit Network Card or better The monitor and Video card in the I/CallTaker and I/Dispatcher workstations should be the same as the mapping workstation if possible to avoid visual discrepancies. Public Safety System Specifications -August 2013 Page 9 of 24 INTERGRAPH I/LEADS RMS and Report Servers Processors 8 cores' Memory 32GB (2) -146GB 15K disks 2 (OS) Disk Qty: All RAID1\10 (6)— 146GB 15K disks 2 (4 for DB 2 for Logs) Network Dual 1Gb required Windows Server 64bit Standard Edition RDBMS 64bit Enterprise Edition Example Hardware Dell R620 or HP DL380 'Number of processors required will vary based on the number of users accessing the RMS database—customers with large user counts may require additional processors 'Hard drive size depends on call/report volume and data retention plans—high volume customers may require more and/or larger capacity disks. I/LEADS/ Records Explorer Workstations Processors Dual Core Processor Memory 8GB Internal Disk: 1-250GB OS Windows 7 Monitors 17" or larger Single and Dual displays are supporteRecommended NIC Single 1Gb required Example Hardware Dell Precision or HP Z400 series Public Safety System Specifications -August 2013 Page 10 of 24 IritmcA'APH inPURSUIT RMS Hardware Overview(not WebRMS) This section is meant to give a short overview of the hardware required for inPURSUIT based on the size of the customer. The environment is meant to scale and therefore the number and types of servers needed for a smaller customer are different than for a larger customer. Also inPURSUIT only supports Oracle as the database engine at this time. A small customer with less than 50 concurrent users will require the following servers: (The services running on each server are listed for reference.) • A Database server: o Oracle Enterprise • RMS Application Server o RMS Application o Address Server o Report server(with ad hoc reporting) o Dulls o Interfaces(If a large quantity then can be on its own server) A Medium customer with 51-250 concurrent users will require the following servers: (The services running on each server are listed for reference.) • A pair of Database servers: o Oracle Enterprise • RMS Application Server o RMS Application o Address Server o Report server(with ad hoc reporting) o Dulls • RMS Interface Server o Interfaces (If a large quantity then can be on its own server) A Large customer with 251-500 concurrent users will require the following servers: (The services running on each server are listed for reference.) • A pair of Database servers: o Oracle Enterprise • RMS Application Server Pair implemented as a Microsoft Failover Cluster o RMS Application o Address Server • Report Server o Report server(with ad hoc reporting) o Dulls • RMS Interface Server o Interfaces(If a large quantity then can be on its own server) Public Safety System Specifications-August 2013 Page 11 of 24 INTERGRAPH FBR and Explorer server sizing should be done separate from regular RMS sizing. The number of FBR and Explorer users should NOT be included in the total user count. A single FBR Server can support up to 250 FBR users. If HA is desired add an additional server and configure as a Microsoft NLB group. If more than 250 users and HA is desired add 1 additional server for every 3 primary servers. 100 or less FBR and Explorer users: • FBR\Explorer Server(This server is only needed if these applications are included in the bid) o FBR o SQL Express o Que (IIS based) o Import (IIS based) o SyncServices (IIS based) o Explorer(TomCat based) o WorkFlow (TomCat based) 1 FBR Server for every 250 FBR Users configured as an IIS NLB group and 1 Explorer Server for every 150 Explorer Users configured as an TomCat NLB group • FBR (This server is only needed if these applications are included in the bid) o FBR o SQL Express o Que (IIS based) o Import (IIS based) o SyncServices (IIS based) • Explorer (This server is only needed if these applications are included in the bid) o Explorer(TomCat based) o WorkFlow (TomCat based) inPursuit RMS Database Servers Specification Processors Small & Medium 12 cores, Large 16 cores Memory Small 32 GB, Medium 64 GB, Large 64 GB Disk Qty: All RAID1\10 (2) -146GB 15K disks 1 (0S) (8)—300GB 15K disks (2 for Logs, 6 for DB) Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Small— Standard Edition Medium\Large - Enterprise Edition RDBMS 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. Public Safety System Specifications -August 2013 Page 12 of 24 INTERGRAPH / Available Disk Space(minimum storage) o Small 2TB o Medium 4TB o Large 6TB / RAID I0 configuration inPursuit RMS Application Servers (1 for small, 2 for medium, 2 or more for large) Specificaf"8 Processors 16 cores Memory 64 GB (2) -146GB 15K disks 1 (OS) Disk Qty: All RAID1\10 (4)—300GB 15K disks 1 (Application Files and Logs) Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 InPURSUIT FBR/Xplorer Server Item Processors 16 cores Memory 32 GB (2) -146GB 15K disks 1 (OS) Disk Qty: All RAID1\10 (2)—300GB 15K disks 1 (Application Files and Logs) Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition RDBMS 64bit SQL Express Example Hardware Dell PowerEdge R620 or HP DL360 1 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. Public Safety System Specifications -August 2013 Page 13 of 24 INTERGRAPH InPURSUIT Interface Server Specification Processors 8 cores Memory 32 GB Disk Qty: All RAID1\10 (2) -146GB 15K disks (OS) Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 Hard drive size selection and total storage needs are dependent on number and type of interfaces and log retention plans —high volume customers may require larger capacity disks. InPURSUIT Report Server , ation Processors 16 cores Memory 32 GB Disk Qty: All RAID1\10 (2) -146GB 15K disks 1((OS) (4)—300GB 15K disks Apps &DB) Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. 1 Available Disk Space(minimum storage) o Small 2TB o Medium 4TB o Large 6TB I► RAID 10 configuration Public Safety System Specifications -August 2013 Page 14 of 24 INTERGRAPH WebRMS The WebRMS Database may be Oracle or SQL Server. When bid by Intergraph a secondary\Redundant DB should always be included for redundancy. In addition a third Database for BI Direct is required. The BI Direct Database should use the same specifications as the production Database at this time. WebRMS DB Server2 •ecifi, "on Processors 16 cores Memory Small 64 GB, Medium 96GB, Large 128GB Disk Qty: (2) RAID1 15K RPM SAS for OS (2) -146G6 15K disks ' and log files (4) RAID10 15K RPM SAS for (4)—300GB 15K disks ' DB Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition RDBMS 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. 2 If HA is desired then 2 DB Servers are required: / SQL Server requires shared storage configured as a Microsoft Failover Cluster / Available Disk Space(minimum storage) o Small 2TB o Medium 4TB o Large 6TB / RAID10 configuration FBR1WebRMS Application Servers Small Configuration Processors 8 cores Memory 32 GB Disk Qty: (2)—300GB 15K RPM disks RAID1 Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. The application servers (Minimum of 2) in the small configuration receive all of the WebRMS application components, including BI, and FBR configured as in an NLB group. Each application server should be configured with Apache, IIS and 4 instances of TomCat, jobserver, CAGIS and SQL Express. Public Safety System Specifications -August 2013 Page 15 of 24 INTERGRAPH WebRMS Application Server Medium and Larger Configuration •ecification Processors Medium -8 cores Large- 16 cores Memory 32 GB Disk Qty: (2)—300GB 15K RPM disks RAID1 Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 It is always an option of having more,smaller servers versus having fewer larger servers.This may be the preference in a virtual environment.If redundancy is desired it is recommended to add one server for every three required servers.So to support 1000 users you could have 2 servers in the large configuration or 4 Medium servers.You could then add one server for redundancy. The application servers (Minimum of 2) in the medium and large configuration receive all of the application WebRMS components, including BI, configured as in an NLB group. Each application server should be configured with 4 instances of TomCat, jobserver, and CAGIS. FBR and Apache are installed on the Apache\FBR Server. WebRMS Apache\FBR Server Medium and Larger Configuration Only' Specification Processors Medium—4 cores, Large 8 cores Memory Medium 8GB, Large 16GB Disk Qty: (2)— 146GB 15K RPM disks RAID1 Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 It is always an option of having more,smaller servers versus having fewer larger servers.This may be the preference in a virtual environment. If redundancy is desired it is recommended to add one server for every three required servers.So to support 1000 users you could have 2 servers in the large configuration or 4 Medium servers.You could then add one server for redundancy. The WebRMS Apache\FBR Servers (Minimum of 2) in the medium and large configuration receive all of the application for FBR as well as SQL Express and Apache. FBR can also be pointed to the primary SQL Server if desired. The FBR servers are configured as an NLB. The small configuration can handle 250 users, the medium 500 and the large 1000. Public Safety System Specifications -August 2013 Page 16 of 24 INTERGRAPH Interface-Communication Servers ll -1""7"."1""INPRItkation Processors 8 cores Memory 16GB Internal Disk Qty: (2) RAID1 15K RPM SAS (2) -146GB 15K disks for OS and log files Network Single 1Gb required, Teamed redundant NICs recommended Windows Server 64bit Standard Edition Example Hardware Dell PowerEdge R620 or HP DL360 inPURSUIT RMS,WebRMS and RCAGIS Workstation Hardware Specifications The customer's hardware must meet the required specifications below in order for the inPURSUIT System to meet the published Intergraph performance standards. Processors Quad core process or better Memory 8GB Internal Disk 80GB Network Single 1Gb required, Teamed redundant NICs recommended Windows 7 64bit Professional Edition or Better Example Hardware Dell or HP compatible *The inPURSUIT system does not require a serial port. However, if the agency has equipment that requires a serial port, they will need to purchase hardware that includes the necessary serial ports. Installed applications: • Oracle Client for RMS and RCAGIS • MS Office-Word and Excel needed at Minimum • Adobe Professional for Redaction • Crystal Reports v. 10.x • Silverlight for Ad-Hoc Report Writer Standard Web-Brower for WebRMS Public Safety System Specifications -August 2013 Page 17 of 24 INTERGRAPH inPURSUIT FBR Computer/ Laptop Hardware Specifications Manufacturer Dell XFR, Panasonic Toughbook or Datalux Tracer Ruggedized w/Touchscreen Operating System Windows 7 64 bit Processor Intel or AMD Dual-Core processors RAM 8 GB Hard Drive Space Available 40 GB Serial Ports (RF Systems) 1 Network Cards Gigabit Ethernet Port 802.11 a/b/g Installed Applications Latest Service Pack, NET 4.0, M/S SQL CE, Adobe Reader, Active Reports Public Safety System Specifications - August 2013 Page 18 of 24 INTERGRAPH B/Premium for Public Safety—Server Requirements There are three main server functionalities for BI. Database Server This server runs either SQL Server or Oracle, and hosts the Landing Zone, Data Warehouse, and the BOE and DS Repositories. (Note that SAP recommends against hosting the CMS on a shared database server as we typically install.) Web Server (Business Objects Enterprise)-This machine serves the Web access to Business Objects. Data Services This machine extracts the data from the CAD/RMS server to the Landing Zone, and then processes the data from the Landing Zone to the Data Warehouse. Using our original size division, we provide three hardware configurations: • Small Up to 20 active users • Medium 21 —50 active users • Large 51 or more active users A small configuration typically consists of two servers, one combined Database and Data Services machine, and a BOE web server. A medium configuration splits the Database and Data Services onto dedicated machines, and increases capacity in all servers. A large configuration again ups the specs, and adds an additional BOE application server for each 50 additional active users. (100 users would require a Database server, a Data Services server and two BOE servers.) All servers should have Dual NIC cards(1Gb minimum), and standard peripherals. -r Public Safety System Specifications -August 2013 Page 19 of 24 INTERGRAPH BI Premium for Public Safety Data Services A small system does not have a separate Data Services machine. "em eCa on Processors Medium—6 cores, Large 12 cores Memory Medium 64GB, Large 64GB Disk Qty: (2)—300GB 15K RPM disks RAID1 Network Dual 1Gb required Windows Server 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 BI Premium for Public Safety Business Objects Enterprise/Web Server ecification`<,.... Processors Small—8 cores Medium\Large— 12 cores Memory Small—32GB Medium\Large—64GB Disk Qty: (2)—300GB 15K RPM disks RAID1 Network Dual 1Gb required Windows Server 64bit Small - Standard Edition Medium\Large— Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 Note: For a large system, we recommend adding an additional server for each additional group of 50 active users. BI Premium for Public Safety Database Server The BI Database Server must match the Database platform (Oracle\SQL Server) of the source system. BI Premium for Public Safety— Specifications for a Small System Processors 8 cores Memory 32GB 2-300GB (OS) Disk Qty: 6-300GB (DB & Logs)' Network Dual 1Gb required Windows Server 64bit Standard Edition RDBMS 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. Public Safety System Specifications -August 2013 Page 20 of 24 INTERGRAPH BI Premium for Public Safety— Specifications for a Medium System S•ecification Processors 12 cores Memory 64GB 2-300GB (OS) Disk Qty: 8-300GB (DB & Logs)1 Network Dual 1Gb required Windows Server 64bit Enterprise Edition RDBMS 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. BI Premium for Public Safety— Specifications for a Large system ification Processors 16 cores Memory 64GB 2-300GB (OS) Disk Qty: 12-300GB (DB & Logs)1 Network Dual 1Gb required Windows Server 64bit Enterprise Edition RDBMS 64bit Enterprise Edition Example Hardware Dell PowerEdge R620 or HP DL360 1 Hard drive size selection and total storage needs are dependent on call/report volume and data retention plans—high volume customers may require larger capacity disks. Public Safety System Specifications -August 2013 Page 21 of 24 INTERGRAPH System Software Specifications For information on the System Software requirement see the Supported Environments documentation on the Customer Support page. To access the supported environments document from the support page 1. Go to the SG&I Support page at http://support.intergraph.com/ The first time you select this link, it displays the Intergraph Support page, and you need to select Security, Government& Infrastructure Division to display the SG&I Support page. When you select this link the next time, it will go directly to the SG&I Support page. If you later want to change the division, click[Change Support Division] at the bottom of the left panel on the Support page. 2. Under Product Support, select I/Dispatcher from the Products drop-down list; then click Go. 3. On the Customer Log In page, enter your user ID and password; then click Log In. If you do not have a user login, click the link to request one. 4. On the I/Dispatcher page, scroll down to the Product Versions table and click the download icon for the Supported Environments. Public Safety System Specifications -August 2013 Page 22 of 24 1frERGRAPH Appendix A Operating System Best Practices Overview: How the operating system is configured can greatly impact the installation and setup of the Intergraph applications downstream. Taking steps early in the setup of the server to ensure a proper configuration will make later software installation and configuration far easier. Machine Names: Every computer is given a name that can be used to access resources on that computer. This is often referred to as the node name, NetBIOS name, or machine name. This is probably the one aspect of standard server configuration that is likely to be dictated by the customer. It is not uncommon for large IT organizations to have naming conventions in place (Called UNC — Universal Naming Convention) that they want applied to all devices within the span of their control. The following table shows the desired server name conventions for a standard I/CAD installation should the customer have no preference: Purpose Suggested Node Name Notes Active CAD Database CADO1 Standby CAD Database CADO2 Primary Com/Interface CADCOM01 Additional Com/Interface CADCOM02 Increment number as needed (CADCOM03,etc.) CAD Training Server CADTRAINO1 CAD Test Server CADTESTO1 Mapping Server CADMAP01 Machine names should be finalized before the database applications are installed. This is far more important in an Oracle or Cluster setup than in SQL Server but is best to have the names cemented before application installation and setup occurs. Domain: If the customer is using an existing domain, the machines will have to be joined to the domain by a customer who has a domain administrator account. Intergraph does not generally provide domain setup for customers. If your site is standing up a domain for the first time, and Intergraph is responsible for its configuration, work closely with your Intergraph implementation consultant to insure domain best practices are followed. *Important* Note: If you are going to use SQL Server Database Mirroring as your high availability solution, it is important to obtain a domain login that can be used as a service account for running the database related services. The account will need administrator privileges on the local machines running the database applications, but does not need to be a domain administrator account. The passwords should be set to never expire. Public Safety System Specifications -August 2013 Page 23 of 24 INTERGRAPH It is recommended but not required that a domain controller and DNS server be collocated with the Public Safety Servers. If these services are provided from a remote location and the connection is lost it will impact functionality. User Accounts: To allow all Intergraph staff working on the project to know a definitive way to access administrator privileges on the machine, a user account called "Intergraph" should be configured on the server as a local administrator account. The password should be conveyed to Intergraph services staff. If the customer has a domain and the machines are joined to the domain, the customer may choose to create domain level logins for Intergraph personnel. If this is the case, then each Intergraph domain account should be added to the local administrator user group on each server and workstation in the I/CAD system. Intergraph personnel should not accept a domain administrator account from a customer. These accounts carry significant ability to alter core parts of the customers active directory structure, and we should avoid being in a position to have those responsibilities. Public Safety System Specifications -August 2013 Page 24 of 24 Exhibit C: Intergraph Performance Standards INTERGRAPH Intergraph Performance Standards for the I /CAD and MPS Subsystems PUY 1111 - m fp Rip SEGUR{TY, GOVERNMENT & INFR4STRUCTURE November 2012 1N TERGRAPH Capp-c.r C 2012 rtergcsFli C All litalts Lammed Intergraph Performance Standards -Intergraph Confidential Page 1 1 �K� UERGRA~H Standards iNITERGRAPH Table ot Contents 1 Overview 3 2 Performance Standards 3 2.1 Measurement of Transaction times-- __-_—_---_--_—_-_-__-_----_u 2 2 vmo Performance Standards___- -____-__' _---_-____-o 2.3 MPS Performance Standards--__ -_-___. '-__--___-__-___-____4 2 4 Factors Affecting System pe��nname '—_---__--_---_—__—____--__-__—__m Intergraph Performance Standards-Intergraph Confidential Page 2 INTERGRAPH- Standards INTERGRAPH 1 OVERVIEW This Document outlines the performance and reliability standards for the Intergraph System as a whole. 2 PERFORMANCE STANDARDS The following sections describe the performance standards generally attributable to the CAD subsystem. The System will generally meet the performance standards when the CAD/MPS subsystems are working together in an integrated environment. 2.1 MEASUREMENT OF TRANSACT/ON TIMES Command transaction times are measured from operator action until visual response or operation completion. Within the CAD/MPS subsystems, query transactions are performed in the background while the operator continues to perform other tasks and are measured from the time the operator submits the query until the time the operator is notified that the query is complete. 2.2 I/CAD PERFORMANCE STANDARDS The I/CAD subsystem performance is based on the following assumptions. • The I/CAD subsystem and applications are configured and maintained according to Intergraph requirements for workstation,system and application configuration,as well as for database maintenance defined in the Public Safety System Specifications documentation, • The workstations used to access the I/CAD applications meet the recommended I/CAD workstation specifications; • Anti-virus scanning software installed by the customer on the CAD system is configured according to Intergraph's recommendations for Anti-Virus settings for CAD, • The minimum network speed between CAD1 and CAD 2 servers= 1GB/sec; • A maximum average round-trip latency as measured by"ping')of 10ms between the primary and secondary database servers,and 3Clms between calltaker/dispatcher workstations and the database servers;and Intergraph Performance Standards-Intergraph Confidential Page 3 3 IIV 1 CRG7 H' Standards INTERGRAPH • The customer retains a maximum of 30 days of NCIC query response text on the production database and moves NCIC response data older than 30 days to a separate archive server Subject to the City meeting the I/CAD performance assumptions above, Intergraph generally achieves the following response times: • Typically less than 1 second of the following Dispatcher commands - Accept Event - Unit Status Change - Add Event Comment - Dispatch Unit - Close Event • Typically less than 2 seconds of the CAD transactions which require geographic validation • Typically less than 5 seconds for amplifying information. - Unit and incident history queries - Premise history queries - Status queries • Less than 5 seconds for 90 percent of queries performed as background operations • Seconds to minutes for reports performed as background operations Note that the I/CAD subsystem response time does not apply to compound commands that perform multiple operations for the dispatcher upon selection of a single command. An example of a compound command is the Traffic Stop command, which automatically spawns Create Event,Dispatch Unit,and Add Supplemental Information commands. 2.3 MPS PERFORMANCE STANDARDS Acceptable performance for mobile transactions will be defined as achieving two-way (query and response)transactions on a channel without congestion (i.e., no delay for channel access due to traffic contention). Exdusive of congestion, Intergraph supports up to 500 units per instance of I/MDT_ Intergraph Performance Standards-Intergraph Confidential Page 4 4 INTERGRAPH INTERGRAPH The performance of the MPS subsystem is based on the following assumptions: • The stated assumptions in the above I/CAD Performance Standards; • A minimum of an EDGE,EVDO,3G or 4G network connection_ The MPS system also supports 802.11 g or b; • The customer's network provider giving priority to Public Safety calls; • The customer has a Ti.or better connection to the intemet. Subject to the City meeting the MPS subsystem performance assumptions,Intergraph generally achieves the following response times: • Typically less than 30 seconds for mobile dispatch reports and queries • Seconds to minutes for reports performed as background operations, such as Location of Interest,Unit History reports,and system wide unit/event status. Note that the MPS subsystem response time does not apply to • Files with images or attachments,such as mug shots • I/Informer transactions • Queries to external systems • Functions that are size and complexity dependent(i.e.,report generation) 2.4 FACTORS AFFECTING SYSTEM PERFORMANCE Intergraph is not responsible for the following factors, which are beyond the control of its applications, and which may negatively impact the response times of the Intergraph subsystems: • Response time for query transactions, searches and reports, which will depend greatly on the network connection speeds • Network noise, throughput drop-offs, network activity spikes and third party applications operating on the workstation clients; • Anti-virus scanning software configuration, client registry errors,firewalrs, and spyware; • Radio networks, while they may be supported,will have significant impact on application performance for system updates, queries, report submission,and response times; Intergraph Performance Standards-Intergraph Confidential Page E 5 11V 1 CllG, H' Standards INTERGRAPH • Queries to external third-party systems. These queries are dependent on the responsiveness of the external system and the network_ With regard to external database queries, the subsystem will meet the foregoing response times above in most cases. However, due to factors such as network latency and external system responsiveness, it is not possible to commit to the response times for all ad hoc external database query requests. • Compound commands that perform multiple operations for the dispatcher upon selection of a single command. An example of a compound command is the Traffic Stop command, which automatically spawns Create Event, Dispatch Unit, and Add Supplemental Information commands;and • Other factors external to the Intergraph System Intergraph Performance Standards-Intergraph Confidential Page 8 6 INTERGRAPH® Security, Government and Infrastructure, a Division of Intergraph Corporation Exhibit D Statement of Work for I/CAD and Mobile to MPS Upgrade Corpus Christi , City of September 12, 2013 �IY 1 G1VfV'1rfl� Prepared for: Corpus Christi, City of 321 John Sartain PO Box 9016 Corpus Christi, TX 78469-9016 Phone: 361-826-8351 Email:Philips@cctexas.com By: Spencer W Anderson Account Manager Security, Government& Infrastructure (SG&I) Division Intergraph Corporation P.O. Box 240000 Huntsville, AL 35813 USA Phone: 801-710-8100Fax: (256) 730-8046 Email: spencer.anderson @intergraph.com Proprietary and Confidential 11 V 1 CI1VRA 1-1 Change History Revision Date Author Section Changed and Description 1 4/3/2012 Intergraph Draft-Original 1.1 9/12/2013 Intergraph Revise package to include Agreement, CAD- MPS SOW and LEADS SOW. 1.2 10/3/2013 Intergraph / L Smith Update per Customer review; add MS SQL licensing to Agreement Proprietary and Confidential ii I RG M Contents 1. Introduction 1 2. General Assumptions 2 3. Project Deliverables 3 4. Task 1 - Server Software Staging 4 4.1 Task Assumptions 4 4.2 Task Prerequisites 4 4.3 Task Description 4 4.3.1 Verify Server Setup 4 4.3.2 Software Installation 5 4.3.2.1 Database Server#1 5 4.3.2.2 Database Server#2 5 4.3.2.3 Communications/Interface Server#1 5 4.4 Task Completion Criteria 5 5. Task 2 - Migrate I/CAD Oracle DB to SQL Server 6 5.1 Task Assumptions 6 5.2 Task Prerequisites 6 5.3 Task Description 6 5.4 Task Completion Criteria 7 6. Task 3 - I/CAD Database Upgrade 8 6.1 Task Assumptions 8 6.2 Task Prerequisites 8 6.3 Task Description 8 6.4 Task Completion Criteria 9 7. Task 4 - Graphic User Interface (GUI) Upgrade 10 7.1 Task Assumptions 10 7.2 Task Prerequisites 10 7.3 Task Description 10 7.4 Task Completion Criteria 11 8. Task 5 - Interface Upgrades 12 8.1 Task Assumptions 12 8.2 Task Prerequisites 12 Proprietary and Confidential iii tRAPH' 8.3 Task Description 12 8.4 Task Completion Criteria 13 9. Task 6 - MPS Configuration Workshop 14 9.1 Task Assumptions 14 9.2 Task Prerequisites 14 9.3 Task Description 14 9.4 Task Completion Criteria 15 10. Task 7 - MPS Configuration Workshop - Follow Up 16 10.1 Task Assumptions 16 10.2 Task Prerequisites 16 10.3 Task Description 16 10.4 Task Completion Criteria 16 11. Task 8 - I/CAD Delta Training 17 11.1 Task Assumptions 17 11.2 Task Prerequisites 17 11.3 Task Description 17 11.4 Task Completion Criteria 18 12. Task 9 - MPS for Trainers 19 12.1 Task Assumptions 19 12.2 Task Prerequisites 19 12.3 Task Description 19 12.4 Task Completion Criteria 20 13. Task 10 - Acceptance Testing 21 13.1 Task Assumptions 21 13.2 Task Prerequisites 21 13.3 Task Description 21 13.4 Task Completion Criteria 22 14. Task 11 - Acceptance Testing Issue Resolution 23 14.1 Task Assumptions 23 14.2 Task Prerequisites 23 14.3 Task Description 23 14.4 Task Completion Criteria 23 15. Task 12 - Readiness Review 24 15.1 Task Assumptions 24 Proprietary and Confidential iv 15.2 Task Prerequisites 24 15.3 Task Description 24 15.4 Task Completion Criteria 24 16. Task 13 - Cutover to Production Use 25 16.1 Task Assumptions 25 16.2 Task Prerequisites 25 16.3 Task Description 25 16.4 Task Completion Criteria 25 17. Task 14 — Post-Cutover Support 26 17.1 Task Assumptions 26 17.2 Task Prerequisites 26 17.3 Task Description 26 17.4 Task Completion Criteria 26 18. Task 15 — Business Intelligence Direct Implementation 27 18.1 Task Assumptions 27 18.2 Task Prerequisites 27 18.3 Task Description 27 18.4 Task Completion Criteria 27 19. Attachment A-7: Training Course Descriptions 28 Proprietary and Confidential v INTERGRAPH 1 . Introduction This document is submitted to serve as a mutually acceptable Statement of Work ("SOW") between Security, Government and Infrastructure, a Division of Intergraph Corporation ("Intergraph") and the City of Corpus Christi, TX, ("Customer"). This SOW defines the software and services required to provide an I/CAD and Mobile to MPS upgrade. Unless specifically noted within this SOW, all software shall be the standard commercial off-the-shelf("COTS") product. Functionality not identified in this SOW may be included at additional cost with appropriate revisions to the SOW. — Proprietary and Confidential 1 INTERGRAPH 2. General Assumptions This SOW is based upon the following assumptions: 1. Intergraph and the Customer will review the SOW and determine a mutually agreeable date for the services to be performed. Note: This purchase must be complete prior to any tentative dates being confirmed. 2. I/CAD will be upgraded to version 9.2 or the most current point release version available at the time this SOW is executed as long as the level of effort remains the same as proposed in this SOW. 3. The Customer is responsible for the purchase of all applicable database licenses/software. See Exhibit B: Public Safety System Specifications for the minimum specifications required for the database needed for the upgraded I/CAD version. 4. The Customer is responsible for the purchase and installation of any new hardware. The Customer is responsible for providing hardware that meets the Intergraph minimum configurations for hardware. See Exhibit B: Public Safety System Specifications. Note: If a more current release of software is certified for release at the time of the execution of this SOW, the Customer's hardware must meet the current specifications should they elect to upgrade to that version. 5. The upgrade does require a change in operating system. The new OS will be purchased and installed by the Customer. See Exhibit B: Public Safety System Specifications for the minimum specifications required for operating system needed for the upgraded I/CAD version. 6. Customer acknowledges that if they do not purchase the WPF Configuration they will use out of the box WPF unit and event status monitors. 7. The interface protocol has not changed from the existing implementation. 8. The interface switches have not changed from the existing implementation. 9. The interface functionality has not changed from the existing implementation. 10. The mobile infrastructure has not changed from the existing implementation. 11. Customer-specific changes that were performed as a part of the original contract or that have been added since the original contract and are covered by a current Intergraph Maintenance agreement will be upgraded. No new configuration changes (or software modifications) are included in the scope of the upgrade. The Customer will thoroughly review the SOW and verify that all Customer products that must be upgraded are documented within this SOW. 12. This SOW does not include development of any new forms for either I/Mobile (MPS) or I/Informer. 13. Maximum training day is 8 hours in length, including breaks. Specific start and end times will be coordinated prior to the commencement of training. 14 This SOW assumes the Customer is responsible for all internal training of all end users on the upgraded software. 15. System Documentation and Training documentation provided by Intergraph with this upgrade will be standard COTS documentation and Help Files, and will not be customized to the Customer's site specific configuration. All documentation will be provided in electronic format. Should printed copies be required, the Customer is responsible for providing them. 16. This SOW does include services for a link to an Intergraph RMS or external RMS system. Proprietary and Confidential INTERGRAPH 3. Project Deliverables The deliverables for this SOW will be as follows: 1. Project Management Services: The Project Manager will, at a minimum, direct the following activities: a. Act as single point of contact for the Customer from kick off through cut over to production. b. Determine, with Customer, a mutually agreed-upon conference call meeting schedule, during which project status and issues will be reviewed. c. Provide a mutually agreed-upon upgrade schedule in Microsoft Project 2010 format within thirty (30) days of execution of this SOW. d. Verify the Intergraph product release schedule. e. Order Intergraph software (if applicable). f. Resolve any issues that arise during the project implementation by coordinating with appropriate Intergraph or Customer resources. g. Prepare a checklist of responsibilities and tasks to be completed during the Cutover Task approximately thirty (30) days prior to Cutover. Discuss the Cutover plan with Customer and the Intergraph on-site team. h. Process Change Orders (if applicable). i. Verify Customer activities related to this SOW have been completed in timely manner. j. Verify Customer-provided hardware meets Intergraph specifications. k. Verify software configuration is ready for live Cutover. I. Work with the Customer to ensure 3rd party vendors are available for support during live Cutover, if needed. m. Coordinate resolution of any post live Cutover issues with the Customer and Intergraph. n. Be on-site during the upgrade week. 2. Software installation services as described in this SOW. 3. Transition to live operations services as described in this SOW. 4. Training services as described in this SOW. Proprietary and Confidential 3 IWTERGRAPH 4. Task 1 — Server Software Staging Intergraph will install and configure the I/CAD system software on the server hardware designated by the Customer to be used for upgrade activities. The software to be installed and configured is detailed below. 4.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely 2. Hardware designated by the Customer for staging the I/CAD upgrade is for the sole purpose of upgrade staging and will not serve other roles NOTE: If Customer does not migrate to MS SQL, customer will be responsible for install and configure the Oracle database software on their identified LINUX servers. If Customer migrates to MS SQL, the LINUX servers will be replaced with new hardware that meets Intergraph hardware specifications as defined in Exhibit B: Public Safety System Specifications. 4.2 Task Prerequisites The following items must be completed by the Customer and fully deployed prior to beginning this task: 1. Upgrade staging hardware fully installed, racked, cabled, powered, and on the network 2. Operating system fully installed, updated, configured, and joined to the Customer domain 3. Hard disk configuration per Intergraph requirements 4. Customer specific/enterprise applications installed and configured (remote management, anti-virus, etc.) 5. Intergraph domain user account(s) created and provided with local administrative privileges on all server hardware to be staged under this task 6. Remote access enabled on all servers for the Intergraph users account(s) 7. VPN credentials and client (if needed) provided to the Intergraph Project Manager a. Not required if Customer is using SecureLink 4.3 Task Description 4.3.1 Verify Server Setup Intergraph resources will remotely connect to the servers and verify they have been set up according to the Intergraph setup standards. If no discrepancies are found, software installation will proceed. Any deviation from the server setup standards will be documented and provided to the Intergraph and Customer Project Managers. The Intergraph resource assigned to this task will determine if the deviation affects Task completion and notify the Intergraph Project Manager. Any deviation that affects task completion will cause this Task to be aborted and re-scheduled. All tasks dependent upon completion of this task are subject to schedule change. Proprietary and Confidential 4 INTERGRAPH 4.3.2 Software Installation Intergraph resources will remotely install the following software components on the Customer designated server hardware. The list of software components to be installed are: 4.3.2.1 Database Server #1 1. I/Executive High Availability a. Including I/CAD Net 2. Intergraph Core 3. Intergraph Service Manager 4. Intergraph CAD Database Manager(CADDBM) 5. I/Dispatcher(for testing purposes) 6. I/Calltaker(for testing purposes, if applicable) 4.3.2.2 Database Server #2 1. I/Executive High Availability a. Including I/CAD Net 2. Intergraph Core 3. Intergraph Service Manager 4. Intergraph CAD Database Manager(CADDBM) 4.3.2.3 Communications/Interface Server #1 1. I/Executive High Availability a. Including I/CAD Net 2. Intergraph Core 3. Intergraph Service Manager 4. Intergraph CAD Database Manager (CADDBM) 5. See AGREEMENT, Section 3, Project Deliverables, Item 5, for a list of software products covered under maintenance. 4.4 Task Completion Criteria This task will be considered complete when all designated I/CAD server hardware has been staged. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 5 KifERGRAPH 5. Task 2 - Migrate I/CAD Oracle DB to SQL Server Intergraph resources will migrate the customer's current Oracle database to SQL Server using the Microsoft SQL Server Migration Assistant for Oracle. This upgrade process will include a migration from the RADO method of database high availability to database vendor high availability, specifically SQL Server Database Mirroring. 5.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely 2. The Customer has provided Intergraph with a recent full backup of their existing Oracle production database or read access to the production database is available via the Oracle client. 3. Any custom programmability options (triggers, stored procedures, functions) created in the Oracle database by the customer will be the responsibility of the customer to migrate to SQL Server. 4. Any custom views created in the Oracle database by the customer will be the responsibility of the customer to migrate to SQL Server. 5. In addition to MS SQL migration services, Intergraph has optioned pricing for required MS SQL 2008 licenses based on hardware specifications provided by Customer. NOTE: Intergraph sells SQL Server and BizTalk pursuant to an agreement with Microsoft Corporation. There is no allowance under Intergraph's Microsoft agreement for reinstating maintenance on the Microsoft licenses that has lapsed, either by paying back maintenance or by paying a discounted price to reinstate maintenance, due to customer's failure to renew maintenance prior to the expiration date of customer's maintenance agreement. Microsoft only allows Intergraph to provide maintenance (including upgrades of the Microsoft products) to end users as a renewal of coverage WITHOUT LAPSE IN COVERAGE. Therefore, customers who do not renew maintenance on the Microsoft products through Intergraph before expiration of the then current maintenance agreement shall be required to re-purchase the licenses for SQL Server and/or BizTalk at the then current list price of those products, plus one year of maintenance coverage from the date of re-purchase." 5.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging task complete 5.3 Task Description Intergraph will use the Microsoft SQL Server Migration Assistant(SSMA) for Oracle to migrate the customers I/CAD database schema and data to SQL Server. Using the SSMA the Intergraph resource will connect to an Oracle instance that contains the customers Oracle I/CAD database. Using defined data mapping criteria Intergraph will configure the SSMA to generate scripts which will create the SQL Server schema. The SSMA will report any potential problems with schema conversion which will be investigated and remedied by Intergraph. Once the SQL Server schema has been created, Intergraph will use the SSMA to migrate the data from the Oracle database to the SQL Server database. It is not uncommon for this process to have to be repeated due to data conversion failures. Intergraph has encountered most of the cases where data may fail to migrate and has Proprietary and Confidential INTERGRAPH processes to address the issue. If a data conversion failure is encountered that cannot be remedied, Intergraph will work with the customer to develop an acceptable solution. 5.4 Task Completion Criteria This task will be considered complete when: 1. The I/CAD database schema and data has been successfully migrated from Oracle to SQL Server. 2. Basic testing by the Intergraph resources has been completed and the database is ready to be upgraded to the CAD version specified in Section 2. Proprietary and Confidential 7 11VTERGRAPH 6. Task 3 - I/CAD Database Upgrade Intergraph resources will process an upgrade to the I/CAD database schema using the I/CAD Database Utility. This upgrade process will include a migration of the database schema from the RADO method of database high availability to database vendor high availability, specifically SQL Server Database Mirroring. 6.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely 2. The Customer has provided Intergraph with a recent full backup of their existing production database 3. Once the I/CAD database full backup, which will be used for the upgrade staging activity, has been taken, the Customer will implement a change freeze on the production CAD system. a. If a change freeze is not possible, the Customer agrees to be responsible for replicating any and all changes performed to the production CAD system to the upgrade staging CAD system. 4. Due to new functionality which involves changes to password hashing, ALL USER PASSWORDS will be reset to a Customer-defined default value and ALL USERS will be required to change their password at the first logon. 6.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging task complete 2. The Customer has provided full database backup to Intergraph 3. Change freeze in place on production I/CAD system 6.3 Task Description Intergraph will restore the full I/CAD database backup provided by the Customer into the Intergraph SmartCloud. An Intergraph resource will then process the database schema upgrade using the I/CAD Database Utility. Alternately Intergraph may use customer provided staging hardware to perform the upgrade. The schema upgrade is an incremental process by which changes between all versions are applied to the Customer database one version at a time. For example if the Customer is starting at version 8.1.3, the upgrade will process an 8.1.3 to 9.0.0 upgrade, followed by a 9.0.0 to 9.0.1, 9.0.1 to 9.1.0, etc. The ending version will be determined at the time this SOW is signed and is noted in Section 3. During the upgrade process it will be necessary to fix data anomalies and inconsistencies that would violate the structure of the new I/CAD database schema. None of these changes will alter the fundamental content of the database and no Customer data will be altered other than to correct errors necessary for the upgrade to process. Intergraph will document all data issues that were addressed as part of the upgrade scripts and report those back to the Customer. On rare occasions it will be necessary for the Customer to provide information to the Intergraph resources in order to fix data issues. For example, in the current CAD schema a dispatch group is required for all stations defined in the system, whereas previously a Customer could create a station without a dispatch group. The missing Proprietary and Confidential IrvrERGRApi- dispatch group on a station could cause problems with a relocate unit command; therefore we now require a dispatch group. If it is not obvious how to fix a data inconsistency or discrepancy, the Intergraph resource will seek guidance from the Customer. Because these upgrades occur incrementally, while the process is stopped waiting for information from the Customer, no progress is being made. It is therefore very important that the Customer be prepared to respond quickly to any questions that arise. Once completed with the I/CAD database schema upgrade, the upgrade database will be transferred from the Smart Cloud to the Customer's staging system. If the Customer provided staging hardware and the upgrade work was done there, no transfer is required. 6.4 Task Completion Criteria This task will be considered complete when: 1. The I/CAD database schema upgrade process has been finished and the upgraded database loaded onto the Customer staging hardware. 2. Basic testing by the Intergraph resources has been completed and all necessary services start and run without error. 3. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 9 ■ RGRAPH 7. Task 4 - Graphic User Interface (GUI) Upgrade During this task Intergraph resources will migrate Customer modifications from the current I/CAD version graphical user interface to the new I/CAD version graphical user interface. 7.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely 2. The Customer has maintained a proper list of all customer changes to the graphical user interface since Intergraph's last deployment of the system a. Either original implementation or last upgrade b. Lack of proper change documentation may result in lost configuration. Intergraph will not be responsible for lost configuration items due to lack of documentation 7.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. The Customer has provided Intergraph with a copy of all change control documentation 2. The Customer has provided Intergraph with the visual studio projects that contain the source for the GUI(s) currently in production use. a. NOTE: It is not possible to de-compile a dynamic linked library (DLL) into its source code. If the Customer does not have access to production versions of the visual studio projects, a change order to re-implement those changes will be required. b. Includes all ICALLRES, DBMRES, DefaultAddlnRes, and BIPRES projects currently in use at the Customer site 7.3 Task Description Intergraph resources will replicate all detected and documented GUI changes to the new version of the respective project sources. This task is done by using comparison software to identify all the changes between the current version configured project sources and the current default version of the project sources. The changes which are detected will be replicated in the new version of the project sources. It is not uncommon for some functionality to be deprecated or replaced with newer enhanced functionality. When that applies, the respective changes to the project sources will not be replicated to the new version. Occasions where this statement applies will be documented and relayed to the Customer. Requests to configure any new functionality previously not available will be priced as a separate SOW. Proprietary and Confidential 11V 1 CI1V(lA 1-1 7.4 Task Completion Criteria This task will be completed when Intergraph resources deliver the updated version compiled resource dynamic link library (DLL) with the Customer's configuration items applied. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 11 I1VIIA H 8. Task 5 — Interface Upgrades During this task, Intergraph resources will upgrade the current version I/CAD interface configurations to the new version of software. 8.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following assumptions apply to this task: 1. All work for this task will be performed remotely 2. The Customer has maintained a proper list of all Customer changes to the graphical user interface since Intergraph's last deployment of the system a. Either original implementation or last upgrade b. Lack of proper change documentation may result in lost configuration. Intergraph will not be responsible for lost configuration items due to lack of documentation 3. Only those interface products currently listed on the Customer's maintenance agreement will be included in the upgrade. a. If there are interfaces the Customer has in production which are not listed on the maintenance agreement, a change order will be required to add additional scope to the upgrade SOW as well as an adjustment to the Customer's maintenance agreement and cost. 8.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging and I/CAD Database Upgrade tasks completed 2. The Customer has provided Intergraph with the visual studio projects that contain the source for the GUI(s) currently in production use a. NOTE: It is not possible to de-compile a dynamic linked library (DLL) into its source code. If the Customer does not have access to production versions of the visual studio projects, a change order to re-implement those changes will be required. b. Includes all MAINRES and FORMRES I/Mobile projects currently in use at the Customer site. 8.3 Task Description Interface configurations are contained in multiple areas on a communications/interface server depending on the specific interface. Generally speaking, these configurations will be stored in the Windows registry, ASP files, interface specific executable configuration files (*.exe.config), the CAD database in the form of table data and/or parameter data, or any combination thereof. Intergraph resources will preserve this configuration information and migrate it to the new version of the corresponding interface where appropriate. It is not uncommon for some functionality to be deprecated or replaced with newer enhanced functionality. When that applies, the respective changes to the interface configurations will not be replicated to the new version. Occasions where this statement applies will be documented and relayed to the Customer. Requests to configure any new functionality previously not available will be priced as a separate SOW. Proprietary and Confidential 1�P 8.4 Task Completion Criteria This task will be considered complete when all I/CAD interface configurations have been preserved, and migrated to the upgrade staging system, and are configured for use with the new version. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 13 �nRGRAPH 9. Task 6 - MPS Configuration Workshop Mobile for Public Safety (MPS) has replaced I/Mobile as the mobile client for I/CAD field units. 9.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Single, three-day workshop will take place on-site, Tuesday through Thursday 2. Session hours will be from 8:30am to 5:00pm including breaks 3. Workshop day will consist of no more than six (6) hours of interactive discussion followed by two (2) hours of configuration work conducted by the Intergraph resource. 4. Attendance by Customer personnel will be limited to no more than twelve (12) people and must consist of field users and stakeholders capable of making finalized decisions about product behavior and functionality. 9.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging, I/CAD Database Upgrade, and GUI Upgrade tasks are completed. 2. The Customer has mobile hardware compliant with the requirements for MPS as defined in Exhibit B. a. I/Mobile and MPS cannot reside on the same machine 3. Customer mobile hardware (laptops) is ready for installation of MPS. 4. Sufficient wireless/wired network infrastructure (private, commercial, etc.) exists to support MPS operations. 9.3 Task Description This task will provide the Customer with one, three-day workshop to guide their field users and stakeholders through the process of configuring the MPS client. It is extremely important for Customers to keep in mind that MPS is a new product, not a re-worked version of I/Mobile. The MPS client has a great deal of configurability inherent in it but not all configuration requests will be capable of being fulfilled. Any configuration request that cannot be fulfilled via the native MPS configurability options will be treated as an enhancement and priced as a separate SOW. Refer to Attachment A-7 for a course description. The configuration requests are limited to the time allotted in this week (24 Hours). The Intergraph resource will help the Customer identify a time estimate to complete requested changes. Those requests which may exceed the allotted time cannot be accomplished. The Customer will be asked to prioritize those configuration requests so that adequate time is spent configuring the most important items. The Customer may purchase additional configuration time that will be priced as a separate SOW. Proprietary and Confidential 1RGRAPH 9.4 Task Completion Criteria This task will be considered complete when Intergraph has conducted the on-site MPS configuration workshop. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 15 RGRAPH 10. Task 7 - MPS Configuration Workshop - Follow Up During this task the Intergraph resources will complete remaining configuration items not completed during the onsite workshop conducted in the previous task and provide a final delivery for the Customer. 10.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work associated with this task will be conducted remotely. 10.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging, I/CAD Database Upgrade, GUI Upgrade, and MPS Configuration Workshop tasks are completed. 10.3 Task Description Configuration requests that were not completed during the MPS configuration workshop will be completed and delivered to the Customer during this task. The Intergraph resource will work from a documented list of incomplete configuration requests and complete them based on the priority assigned by the Customer for each request. 10.4 Task Completion Criteria This task will be considered complete when Intergraph has delivered the completed MPS configuration and installation package and the MPS configuration document containing the requested and agreed-upon configurations. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 16 -I RGRAPH 11 . Task 8 — I/CAD Delta Training During this task Intergraph resources will conduct a delta training session for Customer-designated personnel on the distinct differences in functionality between the Customer's current version and the new version. Refer to Section 19, Attachment A-7 for a course description. 11.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Single, four-day workshop will take place on-site, Tuesday through Friday. 2. The maximum training day is eight(8) hours in length, including breaks. 3. No more than twelve (12) agency personnel may attend. 4. Session is a formal training presentation based on the COTS version. 5. Agency training personnel will attend to address questions about workflow, policy, or agency specific procedure/configuration. 11.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging, I/CAD Database Upgrade, GUI Upgrade, Interface Upgrades, and MPS Configuration Workshop tasks are completed. 2. The Customer has installed and configured at least one (1) workstation for use by the Intergraph instructor during the sessions. 3. The customer has installed and configured at least one (1)workstation per student attending the session. 4. An appropriate training room has been identified and setup with the workstation from item 2, at least one LCD projector, display screen or other appropriate surface to display a projected image, and white-board space or other ability to take notes and record questions. 11.3 Task Description During the delta training session, the Intergraph resource will present the functional and feature changes that have occurred with each version of CAD between the Customer's current version and the version the Customer will be upgrading to. This is not meant to be an exhaustive list of every change made as some of the changes are fixes to prior software issues the Customer may have never encountered. Instead this session is designed to highlight the major user facing and system administrator level changes or additions to the software. The delta training sessions are not configuration sessions. The new functionality reviewed as part of this session will be in its COTS/default state. If the Customer requires configuration changes to the default functionality that is new to the upgraded version of CAD, it will be priced as a separate SOW. Proprietary and Confidential 'INTERGRAPH 11.4 Task Completion Criteria This task will be complete when Intergraph has delivered the I/CAD Delta training session to the Customer. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 18 I iIGRGA H 12. Task 9 - MPS for Trainers In this task Intergraph resources will teach the Customer's training personnel the Mobile for Public Safety (MPS) product. The session is geared specifically toward trainers and is designed to provide them with the knowledge to teach the MPS product to their agency personnel. This is traditionally called a "Train-The-Trainer" session. Refer to Section 19, Attachment A-7 for a course description. 12.1 Task Assumptions In addition to the standard assumptions detailed in the assumptions section 2 above, the following additional assumptions apply to this task: 1. Single, two-day workshop will take place on-site, Tuesday through Wednesday 1. The maximum training day is eight (8) hours in length, including breaks 2. No more than twelve (12) agency personnel may attend with one workstation per student 3. Session is a formal training presentation based on the Customer's configured version 12.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging, I/CAD Database Upgrade, GUI Upgrade, Interface Upgrades, and MPS Configuration Workshop tasks are completed. 1. Customer has installed and configured at least one (1) workstation for use by each attendee and one (1) workstation for the instructor. 2. An appropriate training room has been identified and setup, with the workstations from item 2 and at least one LCD projector, display screen or other appropriate surface to display a projected image, and white- board space or other ability to take notes and record questions. 3. Attendees have responsibility for mobile computing training. 4. Assignment of at least one person who has been through I/CAD Essentials and I/CAD Delta training to perform necessary dispatching and other I/CAD functions. 12.3 Task Description During the MPS for Trainer's session, the students will learn the necessary skills to teach their agency personnel how to effectively use the Mobile for Public Safety Product. Students will be provided with electronic copies of the COTS MPS documentation for review. Agency trainers are free to edit the COTS documentation to meet their agency needs and to match with the configuration chosen by the Customer representatives. The MPS for Trainer's sessions are not configuration sessions. The functionality presented as part of this session will be that configuration chosen and agreed to by the representatives present for the MPS Configuration Workshop completed earlier in this project. If the Customer requires changes to the configuration based on presentation to a wider audience of users, additional configuration time can be purchased and will be priced as a separate SOW. Proprietary and Confidential INTERGRAPH 12.4 Task Completion Criteria This task will be complete when Intergraph has delivered the MPS for Trainer's session to the Customer. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 20 1RGRAPH 13. Task 10 - Acceptance Testing During this task the Customer will conduct internal acceptance testing of the upgraded system. Intergraph does not provide acceptance testing of upgraded systems. All testing is the sole responsibility of the Customer. 13.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. The Customer will conduct acceptance testing with remote support from Intergraph resources. 2. The Customer will file a service request(SR) in the Siebel Customer Portal for all issues encountered as part of testing. Service requests (SR) must contain all information required as specified on the Trouble Reporting Guide provided with this SOW. SR's can be filed for, but not limited to: a. Errors b. Anomalies c. Questions 3. All SR's filed as part of the acceptance testing for the upgrade must have a summary that begins with "CAD UPGRADE:"—this is required to ensure the issue is properly routed to the Intergraph resource assigned responsibility for issue resolution in the Acceptance Testing Issue Resolution task. 4. The Customer will respond as quickly as possible to inquiries from Intergraph resources assigned to work reports of trouble. 13.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks completed. 13.3 Task Description During acceptance testing, the Customer is solely responsible for making sure that the system is acceptable and ready for production use. Intergraph will provide a sample acceptance test plan during implementation. Intergraph will not edit the sample acceptance test plan for Customer content; it is provided solely as a guide for the Customer to conduct their testing. Intergraph resources make every effort to ensure that all prior configurations are carried forward to the upgraded version. In addition, the Intergraph products go through rigorous quality assurance testing to avoid software errors. Those two efforts notwithstanding, issues do appear after an upgrade. When the Customer has notified Intergraph that their testing is complete and Intergraph has completed the issue resolution tasks, a readiness review will be conducted to ensure the system and the Customer are ready for cutover to production use. This will be a remote meeting conducted via teleconference. Proprietary and Confidential "WERGRAPH 13.4 Task Completion Criteria This task will be complete when the Customer provides written notification to Intergraph that the system has passed acceptance testing and is ready for production use. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 22 1t ERGRAPH 14. Task 11 - Acceptance Testing Issue Resolution During this task Intergraph resources will review issues filed via Siebel by the Customer as a result of the Customer testing conducted in the prior task. Intergraph resources will resolve all outstanding issues. 14.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be conducted remotely. 2. Customer will have dedicated representatives scheduled and available for contact by the Intergraph resources working on issue resolution. 3. Issue resolution is defined as either: a. The issue has been resolved with additional configuration via the COTS product tools b. In the case of product defects, an appropriate change request, defect (CR-D) has been filed with the Intergraph product center for review and classification. 4. Issues that cannot be resolved by the Intergraph Public Safety services resources (implementation) will be tracked via Siebel. 5. If the issue discovered is a priority 2 or higher it may qualify for a patch request 6. If the customer requests, a patch request will be filed for the version specified in Section 3 7. Delivery of a patch is not guaranteed and is at the sole discretion of Intergraph. 14.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks completed. 14.3 Task Description During acceptance testing issue resolution the Intergraph resources will respond to those technical or functional problems the Customer has encountered or answer functionality questions the Customer has submitted. Issue resolution is very much a team effort. Intergraph will rely on the Customer to report detailed and accurate information the problems encountered including but not limited to: 1. A complete and accurate description of the problem using Intergraph COTS terminology. 2. A complete workflow description that allows the problem to be reproduced. 3. The name and contact information for the person reporting the issue. 14.4 Task Completion Criteria This task will be complete when the Customer provides written notification to Intergraph that the system has passed acceptance testing and is ready for production use. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential INTERGRAPH 15. Task 12 - Readiness Review During this task Intergraph lead technical resources, the Intergraph project manager, and the Customer team will meet and determine if the upgraded system is ready for production use. 15.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. This meeting will take place remotely via WebEx and/or conference call. 15.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks must be completed. 2. All non-defect priority 2 or higher issues have been resolved 15.3 Task Description The readiness review meeting is intended to ensure all parties involved with the I/CAD upgrade review the system status and verify it is ready for production use. During the meeting a readiness review checklist will be provided and followed to ensure all necessary aspects of the system are addressed. 15.4 Task Completion Criteria This task will be complete when the readiness review has been conducted and all parties agree that the system is ready for production use. The Customer will be provided with a task completion signature form to confirm that the task has been completed and that cutover to production use can proceed. Proprietary and Confidential idkAPH 16. Task 13 - Cutover to Production Use During this task, the production system will be cutover to the new version of I/CAD and MPS. 16.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Intergraph will have two resources on-site for the week of Cutover to production use. 2. Cutover to production use will take place on the day and time designated by the Customer but will occur no later than Tuesday of the week designated for Cutover. a. If Cutover cannot take place due to issues solely within the control of the Customer, there may be a cost associated with re-scheduling the upgrade Cutover. 16.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks must be completed. 2. Readiness review has been conducted with Intergraph and the Customer agreeing that cutover can proceed. 16.3 Task Description The Cutover to production use is the culmination of the tasks that comprise this SOW. During the Cutover process, the following tasks will be completed. 1. Production use of the existing version I/CAD system will be stopped. Downtime is generally less than 4 hours. Interface downtime can be far longer depending on circumstances surrounding the cutover. 2. The existing version I/CAD database will be upgraded again to the new version. This is done to capture the entire event and unit history data which has been generated since the full system backup was taken for the I/CAD Database Upgrade task. 3. Upgraded parameter settings, configuration files, and other system configuration data will be re-applied to the newly upgraded I/CAD database. These are the items currently in the upgrade staging database. 4. System access will be restored and basic testing performed by Intergraph resources to ensure all components are functional. 5 Production use of the system will be restored. 16.4 Task Completion Criteria This task will be complete when the successful Cutover to live operations on the new version of I/CAD and MPS system has taken place. The Customer will be provided with a task completion signature form to confirm that the task has been completed. Proprietary and Confidential NTERGRAPH 17. Task 14 — Post-Cutover Support During this task, Intergraph resources will provide support for the Customer who has just cut over to an upgraded I/CAD and MPS system. 17.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Post-Cutover support is performed remotely. 2. Post-Cutover support is provided Monday-Friday during normal business hours. Standard after-hours emergency support procedures remain the same for the duration of this task. 3. Issues will be reported via the Siebel Customer Portal and contain all information required as specified on the Trouble Reporting Guide provided with this SOW. 17.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks must be completed. 17.3 Task Description The Post-Cutover support task is designed to provide the Customer with dedicated, quickly accessible support for problems, questions, or errors encountered in the 14 days following the Cutover to production use of the upgraded system. During this task, Intergraph resources, working remotely, will be assigned all SR's that are filed by the Customer against the upgraded system(s). Intergraph resources will work to identify and remedy the cause of the trouble reported. Should the trouble discovered be categorized as a defect, the Intergraph resource will file a change request defect(CR-D)with the Intergraph product center. Any CR-D filed by the Intergraph resource becomes the responsibility of the Intergraph product center and shall not stop full system acceptance unless the priority of that CR-D is determined to be a priority one (1) or two (2). The priority levels are determined by the specifications in the customer support agreement. The Post-Cutover support period is not a configuration period. Requests for new configurations that are not related to resolving an error condition cannot be supported during this time frame. This is done to ensure the stability of the system delivered and that focus remains on errors or problems rather than the introduction of new opportunities for errors or problems. 17.4 Task Completion Criteria This task will be complete when the 14 day Post-Cutover period has expired and all open issues have been resolved, or categorized as defects and filed with the product center. The Customer will be provided with a task completion signature form to confirm that the task has been completed. Proprietary and Confidential 26 1 RGRAPH 18. Task 15 - Business Intelligence Direct Implementation Intergraph resources will prepare the server hardware identified by the customer for use with BI Direct. 18.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely. 18.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks must be completed. 18.3 Task Description During this task, Intergraph will prepare the server(s) identified by the customer for use with BI Direct by ensuring all pre-requisite software is installed. Intergraph will then install and configure SAP BusinessObjects software. Once the SAP BusinessObjects is installed, Intergraph BI content will be setup and BI Direct Universe and reports will be configured with customer data. Intergraph will then configure user groups and security groups for use with BI Direct and apply appropriate site specific configuration that may be required and is part of this SOW. Additionally BI client tools will be setup and the whole system tested with customer data. 18.4 Task Completion Criteria This task will be completed when the following criteria are met: 1. The BI Direct system is installed and configured including the SAP BusinessObjects software, BI Direct Universes and reports setup and site specific configuration applied. 2 Intergraph has conducted basic testing for connectivity, and usability, and ensured that the COTS BI Universe and reports are functional with customer data. The Customer will be provided with a task completion signature form to confirm that the task has been completed. Proprietary and Confidential 27 1RGRAPH 19. Attachment A-7: Training Course Descriptions Intergraph will provide training services as outlined below. Customer Responsibilities: 1. The Customer will be responsible for providing a training area with a white board, projector, and sufficient workstations for the participating students. Intergraph recommends a maximum of one student per workstation, unless otherwise noted in the course description. 2. The Customer will be responsible for loading all client software on training workstations and ensuring that all workstations are connected to the training LAN and database. 3. The Customer must ensure that all training workstations and servers are operational prior to the agreed start of training classes. Intergraph will remotely VPN into the Customer network and check the training workstations to ensure they are functionally ready for training sessions. Customer will provide VPN or secured remote connectivity to these workstations; otherwise a trip, which will require additional cost, will be added to this SOW. 4. The Customer will provide internal training to users that are unable to attend the Intergraph provided training. 28 1 RGRAPH I/CAD Delta Training (IPST5001) I/CAD Delta training is presented to customer staff that is responsible for local agency supervision and/or training. This intensive course familiarizes customer-selected staff primarily with new features of the I/CAD I/Calltaker and I/Dispatcher applications and includes a brief review of current procedures as needed. It also allots time to cover changes in I/CAD configuration or administration with the System Administrator(s). The complete Delta Training agenda is a combination of user related and system administration related topics. The System Administrator is required to attend all portions of the course, while the I/CAD user attendees need only participate in the User portion. The agenda for the class will be customized according to the versions upgrading from/to and according to any specific topic requests by the customer. Since this class is typically done in an expedited manner and in fewer days than the original classes, it is essential that the attendees already have a mastery of their current I/CAD version in their areas of interest, either as supervisors or trainers. It is not recommended for personnel not familiar with I/CAD. Major Topics Delta User topics: * Brief review of current Intergraph CAD operations as related to new functionality b New Intergraph CAD Functionality/Commands Delta Sysadmin topics: b Changes to Software Configuration Options, such as Parameters, Command Line, GUI * Changes to Administrator Utilities, such as CADDBM and DBRecover * Database Schema Updates * Other Administrative Functions, as needed Prerequisites b Responsibility for system administration, supervision or training on a current Intergraph I/CAD system Method Conducted on-site by Intergraph Personnel Task System Administrator, Other Support, Key I/CAD Users and Supervisors, Classifications and Training Personnel Project Phase After completion of upgrade of the I/CAD Test/Training system, with adequate time to prepare and train on new features in time for cutover Duration 4 days Student Capacity 12, with a maximum of one student per workstation Proprietary and Confidential RGRAPH MPS Workflow and Configuration Workshop (IPST2502) During MPS implementation, accomplishing certain parts of a customer's workflow with MPS may not be immediately evident to the customers themselves. This session dedicates Intergraph consultants to helping the customer define their workflows using MPS. Before and during this process, specific configuration needs will become apparent, including graphical user interface adjustments, report formats, and other special configuration tasks that may be required to accomplish the customer's operational requirements. These configuration tasks will be designed and possibly completed during this session. Upon completion,the intent is for the customer to proceed with their MPS user training with the configuration and workflow definition as close as possible to the final, to ensure their users are comfortable and competent with the system. It will be necessary during this session to have at least one Dispatcher who is familiar with I/CAD and its use present to perform dispatching and other I/CAD tasks as necessary. Major Topics b Overview of MPS Features and Functions b MPS Workflow Definition b Graphical User Interface Design and Configuration b Report Format Design and Configuration b MPS Administrative Functions b Other Configuration Settings as Needed Prerequisites * Responsibility for mobile computing operations b Completion of I/CAD Essentials (for Trainers)training b Identification and documentation of all MPS workflows requiring special attention Method Conducted on-site by Intergraph Personnel Task Classifications System Administrator, Senior Field User and/or Supervisor, Field Training, and Management Personnel Project Phase During initial project implementation, best after I/CAD Essentials for Trainers is complete, but with adequate time to accomplish all necessary configuration changes before I/Mobile user training commences If done during an upgrade implementation, early in the upgrade process before the Delta training is best, so that any identified configuration changes may be incorporated into the upgrade Duration 3 days Student Capacity Based on the customer's requirements, and available hardware Proprietary and Confidential - (VTERGRAPH Mobile for Public Safety for Trainers (IPST2503) Mobile for Public Safety training is designed to train field trainers in the use and training of the Mobile for Public Safety product. (Note: Mobile Administration is included during the System Administrator training. This session is designed for field trainers.) Major Topics b Use of Mobile for Public Safety on MDCs, or laptops b Unit Status Changes b Inquiries b Sending and Receiving Messages * Updating Unit Properties b Updating Events b Trainer Guidelines and Techniques for Mobile Prerequisites * Responsibility for mobile computing training b Assignment of at least one person who has been through I/CAD Essentials training, to perform necessary dispatching and other I/CAD functions b Availability of customer specific Mobile configuration b Availability of test or training Mobile PCs for use in class Method Conducted on-site by Intergraph Personnel Task Field User Trainers Classifications Project Phase After I/CAD Essentials training is complete, and before cutover Duration 2 days on site Student Capacity 12, with a maximum of one student per workstation Proprietary and Confidential 1N1rERPH Security, Government and Infrastructure, a Division of Intergraph Corporation Exhibit E Statement of Work for I/LEADS Upgrade Corpus Christi, City of To I/LEADS Version: 9.0 September 12, 2013 1 RGAPH Prepared for: Corpus Christi, City of 321 John Sartain PO Box 9016 Corpus Christi, TX 78469-9016 Phone: 361-826-8351 Email:Philips@cctexas.com By: Spencer W Anderson Account Manager Security, Government& Infrastructure (SG&I) Division Intergraph Corporation P.O. Box 240000 Huntsville, AL 35813 USA Phone: 801-710-8100Fax: (256) 730-8046 Email: spencer.anderson @intergraph.com Proprietary and Confidential i 1RGRR ■PH Change History Revision Date Author Section Changed and Description 1 9/3/2013 Intergraph Revise package to include in base LEADS SOW. 1.2 10/3/2013 Intergraph Modify SOW- remove IBR-UCR conversion 2 10/23/13 Intergraph Final version for approval Proprietary and Confidential ii fi��--RG-�RAPH Contents 1. Introduction 5 2. General Assumptions 6 3. Project Deliverables 8 4. Task 1 — Server Software Staging 9 4.1 Task Assumptions 9 4.2 Task Prerequisites 9 4.3 Task Description 9 4.3.1 Verify Server Setup 9 4.3.2 Software Installation 10 4.4 Task Completion Criteria 10 5. Task 2 — I/LEADS Database Upgrade 11 5.1 Task Assumptions 11 5.2 Task Prerequisites 11 5.3 Task Description 11 5.4 Task Completion Criteria 11 6. Task 3 — Interface Upgrades 13 6.1 Task Assumptions 13 6.2 Task Prerequisites 13 6.3 Task Description 13 6.4 Task Completion Criteria 13 7. Task 4 —Acceptance Testing 14 7.1 Task Assumptions 14 7.2 Task Prerequisites 14 7.3 Task Description 14 7.4 Task Completion Criteria 14 8. Task 5 - Cutover to Production Use 15 8.1 Task Assumptions 15 8.2 Task Prerequisites 15 8.3 Task Description 15 8.4 Task Completion Criteria 15 Proprietary and Confidential iii 9. Task 6 — Post-Cutover Support 16 9.1 Task Assumptions 16 9.2 Task Prerequisites 16 9.3 Task Description 16 9.4 Task Completion Criteria 16 10. Task 7 — Reassessment (Optional) 17 10.1 Task Assumptions 17 10.2 Task Prerequisites 17 10.3 Task Description 17 10.4 Task Completion Criteria 17 11. I/LEADS Reassessment - Optional 18 Proprietary and Confidential iv 1 . Introduction This document is submitted to serve as a mutually acceptable Statement of Work ("SOW") between Security, Government and Infrastructure, a Division of Intergraph Corporation ("Intergraph") and the City of Corpus Christi, TX, ("Customer"). This SOW defines the software and services required to provide an I/LEADS upgrade. Unless specifically noted within this SOW, all software shall be the standard commercial off-the-shelf ("COTS") product. Functionality not identified in this SOW may be included at additional cost with appropriate revisions to the SOW. 5 A 1-1 2. General Assumptions This SOW is based upon the following assumptions: 1. Intergraph and the Customer will review the SOW and determine a mutually agreeable date for the services to be performed. Note: This purchase must be complete prior to any tentative dates being confirmed. 2. I/LEADS will be upgraded to version 9.0 or the most current released version available at the time this SOW is executed as long as the level of effort remains the same as proposed in this SOW and the server hardware meets or exceeds the recommended hardware specifications for the most current released version. 3. The Customer is responsible for the purchase of all applicable database licenses/software. See Exhibit B: Public Safety System Specifications for the minimum specifications required for the database needed for the upgraded I/LEADS version. 4. This SOW does not include upgrading any Oracle, Microsoft products or licensing changes that may be needed for this upgrade. 5. The Customer is responsible for the purchase and installation of any new hardware The Customer is responsible for providing hardware that meets the Intergraph minimum configurations for hardware. See Exhibit B: Public Safety System Specifications. Note: If a more current release of software is certified for release at the time of the execution of this SOW, the Customer's hardware must meet the current specifications should they elect to upgrade to that version. 6. If this upgrade requires a change in operating system, the new OS will be purchased and installed by the Customer. See Exhibit B: Public Safety System Specifications for the minimum specifications required for operating system needed for the upgraded I/LEADS version. 7. The interface protocol has not changed from the existing implementation. 8. The interface switches have not changed from the existing implementation. 9. The interface functionality has not changed from the existing implementation. 10. Customer-specific changes that were performed as a part of the original contract or that have been added since the original contract and are, in either case, covered by a current Intergraph Maintenance agreement will be upgraded. No new configuration changes (or software modifications) are included in the scope of the upgrade. The Customer will thoroughly review the SOW and verify that all Customer products that must be upgraded are documented within this SOW. i+ Maximum training day is 8 hours in length, including breaks. Specific start and end times will be coordinated prior to the commencement of training. 12. This SOW assumes the Customer is responsible for all internal training of all end users on the upgraded software. 13. System Documentation and Training documentation provided by Intergraph with this upgrade will be standard COTS documentation and Help Files, and will not be customized to the Customer's site specific configuration. All documentation will be provided in electronic format. Should printed copies be required, the Customer is responsible for providing them. 14. Remote access to the server will need to be facilitated by the Customer. If this is not done, the cost for an additional trip will be required. 15. The customer will be providing new hardware, including all required operating system software. This SOW assumes that the new server hardware will be used as the initial training server. This server will then be migrated to the live environment and the on-site upgrade will include Proprietary and Confidential INTERGRAPH upgrading the production database for live operations. Utilizing this scenario, the Customer will be required to create/update any other environment or any additional test servers. 16. In the event this system is to be configured as a cluster, the Customer must have the servers connected to the network and clustered with MSCS prior to the start of the training server upgrade. All disk drives must be partitioned and formatted prior to the start of the training upgrade. If this is not done, additional services time will be required and will be paid for by the Customer. 17. An export of Customer database, plus a copy of the Customer's I/LEADS environment is sent to Intergraph personnel for staging and setup at least 6 weeks prior to the live migration. 18. This SOW does not include the upgrade of any training /test RMS database. This SOW does not include any RMS database other than the one primary I/LEADS database. 19. The Customer is responsible for examining and modifying all I/LEADS SysGUI changes. 20. The SOW assumes that Intergraph will not be upgrading any custom reports except for those under maintenance and identified in the Project Deliverables section of this document. Reports under maintenance will be modified only to the extent required to keep them working with the updated software version. 21. This SOW does not include services to upgrade any Citrix server, Citrix server software or I/LEADS on any Citrix servers. — Proprietary and Confidential 7 1%, RAPH' 3. Project Deliverables The deliverables for this SOW will be as follows: 1. Project Management Services: The Project Manager will, at a minimum, direct the following activities: a. Act as single point of contact for the Customer from kick off through cut over to production. b. Determine, with Customer, a mutually agreed-upon conference call meeting schedule, during which project status and issues will be reviewed. c. Provide a mutually agreed-upon upgrade schedule in Microsoft Project 2010 format within thirty (30) days of execution of this SOW. d. Verify the Intergraph product release schedule. e. Order Intergraph software (if applicable). f. Resolve any issues that arise during the project implementation by coordinating with appropriate Intergraph or Customer resources. g. Prepare a checklist of responsibilities and tasks to be completed during the Cutover Task approximately thirty (30) days prior to Cutover. Discuss the Cutover plan with Customer and the Intergraph on-site team. h. Process Change Orders (if applicable). i. Verify Customer activities related to this SOW have been completed in timely manner. j. Verify Customer-provided hardware meets Intergraph specifications. k. Verify software configuration is ready for live Cutover. I. Work with the Customer to ensure 3rd party vendors are available for support during live Cutover, if needed. m. Coordinate resolution of any post live Cutover issues with the Customer and Intergraph. n. Be on-site during the upgrade week. 2. Software installation services as described in this SOW. 3. Transition to live operations services as described in this SOW. 4. Training services as described in this SOW. Proprietary and Confidential 8 INTERGRAPH 4. Task 1 — Server Software Staging Intergraph will install and configure the I/LEADS system software on the server hardware designated by the Customer to be used for upgrade activities. The software to be installed and configured is detailed below. 4.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely. 2. Hardware designated by the Customer for staging the I/LEADS upgrade is for the sole purpose of upgrade staging and will not serve other roles. 3. The Customer is responsible for: a. Export existing Linux Oracle DB and put the dump file on the new I/Leads Server b. Test new I/Leads 9.0.X 4. Both the Linux Oracle and the Windows Oracle must be running 64-bit Oracle. The Windows Oracle version MUST be the same version or a newer version than the Linux Oracle Version. 4.2 Task Prerequisites The following items must be completed by the Customer and fully deployed prior to beginning this task. 1. Upgrade staging hardware fully installed, racked, cabled, powered, and on the network. 2. Operating system fully installed, updated, configured, and joined to the Customer domain. 3. Hard disk configuration per Intergraph requirements. 4. Customer specific/enterprise applications installed and configured (remote management, anti- virus, etc.). 5. Intergraph domain user account(s) created and provided with local administrative privileges on all server hardware to be staged under this task. 6. 24/7 remote access enabled on all servers for the Intergraph users account(s). 7 VPN credentials and client (if needed) provided to the Intergraph Project Manager. a Not required if Customer is using SecureLink 8. Export of current site directory and system files has been sent to or downloaded by Intergraph. 4.3 Task Description 4.3.1 Verify Server Setup Intergraph resources will remotely connect to the servers and verify they have been set up according to the Intergraph setup standards. If no discrepancies are found, software installation will proceed. Any deviation from the server setup standards will be documented and provided to the Intergraph and Customer Project Managers. The Intergraph resource assigned to this task will determine if the deviation affects Task completion and notify the Intergraph Project Manager. Proprietary and Confidential INTERGRAPH Any deviation that affects task completion will cause this Task to be aborted and re-scheduled All tasks dependent upon completion of this task are subject to schedule change. 4.3.2 Software Installation Intergraph resources will remotely install or upgrade and configure for testing the I/LEADS application version referenced in this SOW along with the other software components on maintenance. 1. See AGREEMENT, Section 3, Project Deliverables, Item 3, for a list of software products covered under maintenance. 4.4 Task Completion Criteria This task will be considered complete when the designated I/LEADS server hardware has been staged. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 10 INTERGRAPH 5. Task 2 — I/LEADS Database Upgrade Intergraph resources will process an upgrade to the I/LEADS database schema using upgrade scripts and a client provided backup copy of the production database. 5.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. All work for this task will be performed remotely. 2. The Customer has provided Intergraph with a recent full backup of their existing production database 3. Once the I/LEADS database full backup, which will be used for the upgrade staging activity, has been taken, the Customer will implement a configuration/sysGUl change freeze on the production I/LEADS system, including changes to users/group/roles. a. If a change freeze is not possible, the Customer agrees to be responsible for replicating any and all changes performed to the production I/LEADS system to the upgrade staging I/LEADS system. 5.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging task completed. 2. The Customer has provided full database backup to Intergraph. 3. Change freeze in place on production I/LEADS system. 5.3 Task Description Intergraph will restore the full I/LEADS database backup provided by the Customer into the designated staging environment. An Intergraph resource will then run the database scripts necessary for the upgrade. During the upgrade process it may be necessary to fix data anomalies and inconsistencies that would violate the structure of the new I/LEADS database schema. None of these changes will alter the fundamental content of the database and no Customer data will be altered other than to correct errors necessary for the upgrade to process. Intergraph will document all data issues that were addressed as part of the upgrade scripts and report those back to the Customer. On rare occasions it will be necessary for the Customer to provide information to the Intergraph resources in order to fix data issues. If it is not obvious how to fix a data inconsistency or discrepancy, the Intergraph resource will seek guidance from the Customer. It is important that the Customer be prepared to respond quickly to any questions that arise. The customer will ultimately be responsible for fixing any data in their current production system prior to the live upgrade. 5.4 Task Completion Criteria This task will be considered complete when: Proprietary and Confidential INTERGRAPH 1. The I/LEADS database has been loaded onto the Customer staging hardware and the upgrade process has been finished. 2. Basic testing by the Intergraph resources has been completed and all necessary services start. 3. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential 12 INTERGRAPH' 6. Task 3 — Interface Upgrades During this task, Intergraph resources will upgrade the current version I/LEADS interface configurations to the new version of software. 6.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following assumptions apply to this task: 1. All work for this task will be performed remotely. 2. Only those interface products currently listed on the Customer's maintenance agreement will be included in the upgrade. a. If there are interfaces or report customizations the Customer has in production which are not listed on the maintenance agreement, a change order will be required to add additional scope to the upgrade SOW as well as an adjustment to the Customer's maintenance agreement and cost. 6.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging and I/LEADS Database Upgrade tasks completed. 6.3 Task Description Interface configurations are contained in multiple areas on a communications/interface server depending on the specific interface. Generally speaking, these configurations will be stored in interface specific executable configuration files (*config.xml), the I/LEADS database in the form of table data and/or parameter data, or any combination thereof. Intergraph resources will preserve this configuration information and migrate it to the new version of the corresponding interface where appropriate. It is not uncommon for some functionality to be deprecated or replaced with newer enhanced functionality. When that applies, the respective changes to the interface configurations will not be replicated to the new version. Occasions where this statement applies will be documented and relayed to the Customer. Requests to configure any new functionality previously not available will be priced as a separate SOW. 6.4 Task Completion Criteria This task will be considered complete when all I/LEADS interface configurations have been migrated to the upgrade staging system, and are configured for use with the new version. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential INTERGRAPH 7. Task 4 — Acceptance Testing During this task the Customer will conduct internal acceptance testing of the upgraded system. Intergraph does not provide acceptance testing of upgraded systems. All testing is the sole responsibility of the Customer. 7.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. The Customer will conduct acceptance testing with remote issue resolution support from Intergraph resources. 2. The Customer will file a service request(SR) in the Siebel Customer Portal for all issues encountered as part of testing. Service requests (SR) must contain all information required as specified on the Trouble Reporting Guide provided with this SOW. SR's can be filed for, but not limited to: a. Errors b. Anomalies c. Questions 3. The Customer will respond as quickly as possible to inquiries from Intergraph resources assigned to work reports of trouble 7.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging and I/LEADS Database Upgrade tasks completed. 7.3 Task Description During acceptance testing, the Customer is solely responsible for making sure that the system is acceptable and ready for production use. Intergraph will provide a sample acceptance test plan during implementation. Intergraph will not edit the sample acceptance test plan for Customer content; it is provided solely as a guide for the Customer to conduct their testing. Intergraph resources make every effort to ensure that all prior configurations are carried forward to the upgraded version. In addition, the Intergraph products go through rigorous quality assurance testing to avoid software errors. Those two efforts notwithstanding, issues do appear after an upgrade. When the Customer has notified Intergraph that their testing is complete and Intergraph has completed the agreed upon issue resolution tasks, a readiness review will be conducted to ensure the system and the Customer are ready for cutover to production use. This will be a remote meeting conducted via teleconference. 7.4 Task Completion Criteria This task will be complete when the Customer provides written notification to Intergraph that the system has passed acceptance testing and is ready for production use. The Customer will be provided with a task completion signature form to confirm that the task has been completed and the remaining tasks can proceed. Proprietary and Confidential _ RG RAPE` 8. Task 5 - Cutover to Production Use During this task, the production system will be cutover to the new version of I/LEADS. 8.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Intergraph will have one resource on-site for the week of Cutover to production use. 2. The production upgrade will commence on a Monday starting no later than 10 am. The upgrade process (and therefore downtime) can take up to 3 days. a. If Cutover cannot take place due to issues solely within the control of the Customer, there may be a cost associated with re-scheduling the upgrade Cutover. 3. The Customer is responsible for repeating these steps: a. Export existing Linux Oracle DB and put the dump file on the new I/Leads Server b. Test new I/Leads 9.0.X 8.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging, I/LEADS Database Upgrade, and Acceptance Testing tasks completed. 8.3 Task Description The Cutover to production use is the culmination of the tasks that comprise this SOW. During the Cutover process, the following tasks will be completed. 1. Production use of the existing version I/LEADS system will be stopped. Downtime can take up to 3 days. Interface downtime can be far longer depending on circumstances surrounding the cutover. 2. The production I/LEADS database and I/LEADS software will be upgraded to the new version. 3. The customer is responsible for verifying and/or manually updating the system, prior to the system being turned on for live production use, with any site or agency configuration changes as well as changes to users/groups/roles that have been made to the production system since project initiation. 4. System access will be restored and basic testing performed by Intergraph resources to ensure all components are functional. 5. Production use of the system will be restored. 8.4 Task Completion CriteriE This task will be complete when the successful Cutover to live operations on the new version of I/LEADS has taken place. The Customer will be provided with a task completion signature form to confirm that the task has been completed. Proprietary and Confidential INTERGRAPH 9. Task 6 — Post-Cutover Support During this task, Intergraph resources will provide support for the Customer who has just cut over to an upgraded I/LEADS system. 9.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Post-Cutover support is performed remotely 2. Post-Cutover support is provided Monday-Friday during normal business hours. Standard after- hours emergency support procedures remain the same for the duration of this task. 3. Issues will be reported via the Siebel Customer Portal and contain all information required as specified on the Trouble Reporting Guide provided with this SOW 9.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. Server Software Staging, I/LEADS Database Upgrade, Acceptance Testing, Cutover to Production Use tasks completed. 9.3 Task Description The Post-Cutover support task is designed to provide the Customer with dedicated, quickly accessible support for problems, questions, or errors encountered in the 14 days following the Cutover to production use of the upgraded system. During this task, Intergraph resources, working remotely, will be assigned all SR's that are filed by the Customer against the upgraded system(s). Intergraph resources will work to identify and remedy the cause of the trouble reported. Should the trouble discovered be categorized as a defect, the Intergraph resource will file a change request defect (CR-D)with the Intergraph product center. Any CR-D filed by the Intergraph resource becomes the responsibility of the Intergraph product center and shall not stop full system acceptance unless the priority of that CR-D is determined to be a priority one (1) or two (2). The priority levels are determined by the specifications in the customer support agreement. The Post-Cutover support period is not a configuration period. Requests for new configurations that are not related to resolving an error condition cannot be supported during this time frame. This is done to ensure the stability of the system delivered and that focus remains on errors or problems rather than the introduction of new opportunities for errors or problems. 9.4 Task Completion Criteria This task will be complete when the 14 day Post-Cutover period has expired and all open issues have been resolved, or categorized as defects and filed with the product center. The Customer will be provided with a task completion signature form to confirm that the task has been completed. Proprietary and Confidential Ir 1 U1VfArf1 10. Task 7 — Reassessment (Optional) During this task, Intergraph resources will meet with various Customer resources to discuss and observe their interaction with the I/LEADS system. Refer to Section 11 for a course description. 10.1 Task Assumptions In addition to the general assumptions detailed in Section 2, the following additional assumptions apply to this task: 1. Reassessment is provided on site by Intergraph personnel. 2. Direct access to users from various roles and areas is required. Intergraph personnel should be given full-access (within safe limits) to users from various roles and areas. A basic agenda/plan should be coordinated ahead of time but during a reassessment, Intergraph may request access to individuals or groups not previously included in the agenda based on information that has been collected and to further investigate potential process improvements. 10.2 Task Prerequisites The following items must be complete and fully deployed prior to beginning this task: 1. All prior tasks. 10.3 Task Description The I/LEADS Reassessment is designed to bring the users and managers of the I/LEADS system together with Intergraph system consultants. The consultant will conduct non-structured group and one- on-one sessions with specific divisions/users to review present operations and assess how goals and objectives are being met while identifying and suggesting workflow improvements. Recommendations will be made as to any configuration changes that should be made to meet objectives or improve efficiency and the user experience. If time allows and Customer policies permit, Intergraph may make simple configuration changes while on site. The objective of this task, however, is identification, not configuration. If changes or enhancements are desired based on the reassessment and not able to be completed by the Customer's system administrators, they can be priced as a separate SOW. 10.4 1 ask Completion Criteria This task will be complete when the Reassessment has been completed and a Reassessment Report has been provided to the Customer. The Customer will be provided with a task completion signature form to confirm that the task has been completed. Proprietary and Confidential 17 NTERGRAPH. 11 . I/LEADS Reassessment - Optional I/LEADS Reassessment (IPST3102C) The I/LEADS Reassessment session is designed to bring the users and managers of the I/LEADS system together with Intergraph system consultants. The consultant will conduct non-structured group sessions with specific divisions to review present operations on-site and assess how goals and objectives are being met while identifying and suggesting workflow improvements. This information is the core of additional group sessions to determine if progress is satisfactory or if adjustments must be made to goals and priorities. Recommendations will be made as to any configuration changes that should be made to accomplish the goals and objectives, or other requests as they arise. These recommended system modifications may be accomplished during the week, depending on the scope and complexity of each item. Further implementation work may be required to perform more complicated recommendations, and these will be part of follow-up work provided during subsequent visits or contact. Major Topics Review of Existing Workflow Review Use of Existing Functionality Review GUI or Other Configuration Changes Suggest Customized Training or Retraining of Specific Areas Prerequisites I/LEADS System in live operation for a minimum of two months Method Conducted on-site or at an Intergraph Certified Training Facility by Intergraph Personnel Task System Administrator, Key I/LEADS Users, Training, and Management Classifications Personnel Project Phase Ideally, two months after cutover to live operations Duration 4 days Student Capacity N/A Proprietary and Confidential 18