THIRD AMENDMENT TO AGREEMENT FOR
INTEGRATED DEVELOPMENT TRACKING SYSTEM
BETWEEN THE CITY OF SAN JOSE
AND INTERGRAPH CORPORATION

This Third Amendment to Agreement is made and entered into as of this day of December, 2001, by and between the City of San José, a municipal corporation (hereinafter "City"), and Intergraph Corporation, a Delaware corporation (hereinafter "Contractor”).

RECITALS

WHEREAS, on March 31, 1999, City and Contractor entered into an agreement entitled “AGREEMENT FOR INTEGRATED DEVELOPMENT TRACKING SYSTEM BETWEEN THE CITY OF SAN JOSÉ AND INTERGRAPH CORPORATION. (“Agreement”); and

WHEREAS, on December 2, 1999, City and Contractor entered into a First Amendment to the Agreement to include a subcontract with Synertech/CSDS for permit issuance software and related integration services, and extending the term of the Agreement to September 30, 2001, and increasing the total compensation to an amount not to exceed $5,639,451; and

WHEREAS, on December 19, 2000, City and Contractor entered into a Second Amendment to the Agreement to create custom reports for the Building Division and increase the total compensation to an amount not to exceed $5,739,451; and

WHEREAS, on July 11, 2001, City and Contractor entered into Change Order No. 1, which among other things resulted in Third Revised Exhibit B; and

WHEREAS, on September 25, 2001, City and Contractor entered into Change Order No. 2, which among other things resulted in Fourth Revised Exhibit B; and

WHEREAS, City now desires to amend the Agreement to include $25,000 in additional consulting and training services and to extend the term of the Agreement.

NOW, THEREFORE, the City and Contractor agree to amend the agreement as follows:

SECTION 1. Section 1 of the Agreement is amended to read as follows:

The documents forming the entire Agreement between City and Contractor shall consist of this Agreement including:

EXHIBIT A - Scope of Services and Software Licenses

SCHEDULE A-1 – Intergraph End User Limited Warranty (Domestic)

SCHEDULE A-2 – Software Licenses

Geomedia Shrink Wrap Software License

CSDC End User License Agreement – AMANDA

SYNERTECH End User License Agreement – Net.Connect

Addendum I to Revised Exhibit A

Addendum II to Revised Exhibit A

EXHIBIT B – Installation and Payment Schedule (as Revised)

EXHIBIT C – Insurance Requirements

EXHIBIT D – Ownership of Work Product

EXHIBIT E – Functional Requirements List

In the event any discrepancies or inconsistencies between the provisions of this Agreement and any of the above-referenced documents arise, the provisions of this Agreement will prevail.

This Agreement and the Exhibits set forth above and the revisions to each of them as contained in the Amendments referred to above, contain all of the agreements, representations and understandings of the parties hereto, and supersede and replace any previous understandings, commitments, or agreements, whether oral or written.

SECTION 2. Section 3 of the Agreement is amended to read as follows:

3. TERM OF AGREEMENT

The term of this Agreement shall be from January 26, 1999 to December 31, 2002. Time is of the essence in this Agreement.

SECTION 3. Exhibit A of the Agreement is amended by adding the services set forth in the Attached Addendum II to Revised Exhibit A.

SECTION 4. Exhibit B of the Agreement is amended to read as set forth in the Attached Fifth Revised Exhibit B.

SECTION 5. All of the terms and conditions of the Agreement not modified by this Third Amendment shall remain in full force and effect.

WITNESS THE EXECUTION HEREOF on the day and year first hereinabove written.

APPROVED AS TO FORM:

_____________________

Brian Doyle

Senior Deputy City Attorney

City of San José

a municipal corporation

By_____________________________

Name:

Title:

Intergraph Corporation

a Delaware corporation

By ____________________________

Name:

Title:

FIFTH REVISED EXHIBIT B

INSTALLATION AND PAYMENT SCHEDULE

The maximum amount payable for all products and Contractor services provided under this Agreement shall not exceed Five Million Seven Hundred Thirty-nine Thousand Four Hundred Fifty-one Dollars ($5,739,451).

Progress payments shall be made to Contractor by City net thirty (30) days following acceptance of designated milestones below. The cumulative amount of progress payments to Contractor shall be based upon completed phases, and shall not exceed ninety percent (90%) of the amount stated above other than for Phase 0 vendor selection and delivery of Software products. The final payment of not less than ten percent (10%) of the above amount applicable to Contractor’s services (excluding Phase 0) shall be paid to Contractor within forty-five (45) days following City’s final acceptance of the System.

Work shall commence immediately upon execution of the agreement. The timeline entries indicate approximate dates. If the target date falls on a weekend or holiday the target date will be moved to the close of business on the next business day.

INSTALLATION AND PAYMENT SCHEDULE

The following schedule incorporates the item mentioned in this 3^rd Amendment.

		MS#	Total,	Less Holdback,
	TOTAL PROJECT		5,885,907	5,885,907

Phase 0 – Select Permitting Vendor			45,000	45,000
Complete	(a) Issue RFP	IG0-1	20,000	20,000
	(b) Select vendor	IG0-2	25,000	25,000

Phase 1 – Software Infrastructure			1,741,630	1,708,739

Complete	Sign Contract	IG0-3	40,000	36,000
	Adjustment for additional RFP costs	IG0-4	50,000	50,000
	(a) Conduct a formal Project Kickoff meeting with the City and each of the Subcontractors.	MS01	50,911	45,820
	(b) Evaluate changes to following phases as a result of selecting Synertech as the permit vendor	IG-05	58,328	52,495
	(c) Setup all required IDTS servers as needed with supplied software, (excludes operating systems, e-mail systems, SNS Site Acceptance Tests and hardware);	IG-06	39,952	35,957
	(d) Ensure the network suitability for the applications,	IG-07	36,250	32,625
	(e) Deliver and load all the GIS and Imaging interface software to City:	IG-08	51,730	46,557

	Deliver Software Products – Software Subtotal		1,362,714	1,362,714
Complete	1. Intergraph GeoMedia	IG-09	255,000	255,000
Complete	2. Intergraph GeoMedia Professional	IG-10	159,269	159,269
Complete	3. Intergraph GeoMedia Web Map	IG-11	76,500	76,500
	4. SpatialENTERPRISE GIS Security System	SE-01	10,800	10,800
	5. seGIS Desktop	SE-02	120,000	120,000
	5a. Modify SpatialENTERPRISE to utilize City’s CHRIS database model	SE-03	39,000	39,000
	7. AMANDA software and Licenses (desktop)	MS03-1	456,000	456,000
	8. Net.Connect software (for AMANDA)	MS03-2	60,000	60,000
	9. IVR Software and specialized equipment	MS03-3	90,000	90,000
	10. Remote Inspection option	MS03-4	96,000	96,000
	11. Maintenance
	By agreement with the City, the original IDM software items listed in the table will be obtained by the City from FileNET or their business partners. SE will modify their software to handle CHRIS database structure		145	145
	Move Item 6 and 6.a to Phase 2
	(f) Load GIS and Imaging software to end user seats as needed.
	(g) Load Permitting software to user seats as needed
	(h) During this phase, Intergraph will review, and create a detailed Project Plan for, all project phases. This plan will:	MS02	51,746	46,571
	1. Establish project review meeting formats and schedules,
	2. Establish lines of communication,
	3. Identify interfaces to be built,
	4. Provide low-level detail of all activities to be performed by each Intergraph Team member and the City’s IDTS Project Team
	5. Estimate the City’s committed resource requirements in each phase
	6. Document software versions,
	7. Formalize roles and responsibilities,
	8. Identify all data to be converted,
	9. Identify risks to be mitigated,
	10. Update the list of all project deliverables.
	11. Update the project schedule for the following phases

Phase 2, Permit Issuance Software			2,448,931	2,217,912

	Building and Fire		1,425,945	1,289,486
	(a) Initial Installation	MS03	110,928	99,835
	(b) Conduct a formal Business Fit Analysis	MS04	128,049	115,244
	(c) Conversion Analysis and Plan	MS05	96,335	86,701
	(d) Requirements study for integration	MS06	135,391	121,852
	(e) Detailed Project Plan	MS07	12,462	11,216
	(f) System administration training	MS09	20,309	18,278
	(g) Create first half of departments folders 1-6 CCF# A5, CCF# A8, CCF# FE8	MS13 MS13a	30,771 11,700	27,694 10,530
	(h) Forms x4	MS15	29,848	26,863
	(i) Create second half of the folders 7-12 CCF# F11	MS19 MS19a	30,771 3,100	27,694 2,790
	(j) Data Conversion	MS11	135,644	122,080
	(k) Interfaces	MS17	101,544	91,390
	(l) SITUS and GIS integration	MS08	67,696	60,926
	(m) Imaging and MS Office integration	MS12	40,617	36,555
	(m)-1 SEI OLE link from permit s/w	SE-04	13,680	12,312
	(m)-1 SEI OLE link to permit s/w	SE-05	13,680	12,312
	(n) MAPI and FileNET integration	MS18	67,696	60,926
	(o) User Training	MS22	108,313	97,482
	(p) Performance test	MS29
	(q) Production system – permit issuance	MS31	27,078	24,370
	(r) Inquiry for remaining departments before their implementation is done	MS36/7	120,028	108,025
	(s) Additional Reports (t) Word-Merge Documents (u) 1 week of additional resources (v) Travel expenses for 1 week of additional resources *Additional Reports will be developed on a time and materials basis, up to a total not-to-exceed amount of $50,000 (which will include any travel expenses). The charge will be $1,791.20 per day (for an 8 hour day). Travel charges will require pre-approval by the city. Weekly status reports will be required. The city will be invoiced on a monthly basis for all days expended during that month.	MS74 MS75MS76 MS79	50,000* 58,950 8,956 2,400	50,000* 53,055 8,956 2,400
	Planning and Redevelopment		547,096	500,125
	(a) Initial Installation	MS10	26,001	23,401
	(b) Conduct a formal Business Fit Analysis	MS20	91,389	82,250
	(c) Conversion Analysis and Plan	MS14	34,428	30,985
	(d) Requirements study for integration	MS16	20,309	18,278
	(e) Detailed Project Plan	MS21	53,871	48,483
	(f) System administration training	MS24	20,309	18,278
	(g) (Intentionally Omitted)
	(h) Create 8 folders and 3 Forms	MS28	67,696	60,926
	(i) (Intentionally omitted)
	(j) Data Conversion	MS23	50,772	45,695
	(k) Interfaces	MS26	23,693	21,324
	(l) (Intentionally omitted)
	(m) (Intentionally omitted)
	(n) Integration with other systems	MS32	23,693	21,324
	(o) User Training	MS35	30,463	27,417
	(p) Performance test	MS40
	(q) Production system – permit issuance	MS41	27,078	24,370
	(r) 7 weeks of additional resources	MS77	62,694	62,694
	(s) Travel expenses for 7 weeks of additional resources	MS78	14,700	14,700
	Public Works		475,891	428,301
	(a) Initial Installation	MS25	26,001	23,401
	(b) Conduct a formal Business Fit Analysis	MS33	91,389	82,250
	(c) Conversion Analysis and Plan	MS27	27,078	24,370
	(d) Requirements study for integration	MS30	20,309	18,278
	(e) Detailed Project Plan	MS34	8,308	7,477
	(f) System administration training	MS39	20,309	18,278
	(g) (Intentionally omitted)
	(h) Create 8 folders and 3 forms	MS44	67,696	60,926
	(i) (Intentionally omitted)
	(j) Data Conversion	MS38	50,772	45,695

INSTALLATION AND PAYMENT SCHEDULE

MS#

Total,

Less Holdback,

Deliver Software Products – Software Subtotal

Building and Fire