U.S. Geological Survey

Blanket Purchase Agreement

Pursuant to GSA Federal Supply Schedule Contract Number GS-35F-0383K, Blanket Purchase Agreements, the Contractor agrees to the following terms of a Blanket Purchase Agreement (BPA) exclusively with the U.S. Geological Survey (USGS) and any other authorized U.S. Department of the Interior (DOI) Bureaus:

This BPA, with the terms and conditions of the Schedule, incorporated by reference and made a part of this BPA, defines the terms and conditions for this BPA between the USGS and ERDAS for GIS products and services as defined below. Unless otherwise agreed to in this BPA, the terms and conditions of the GSA Schedule, including, but not limited to grants, warranties and indemnities, shall apply to USGS orders released hereunder. The Government is not obligated to place any orders under this Agreement.

(1) Effective Date: Date of signature.

(2) Estimated Amount: The Government estimates, but does not guarantee that the volume of purchases through this Agreement will be $2,950,000.

(3) Funds: This BPA does not obligate any funds.

(4) Term and Renewal: This Agreement shall take effect from date of award and shall continue as long as any of the underlying Schedule terms held by ERDAS remain valid. Either party may terminate this BPA without cause and without liability- only upon sixty- (60) days written notice. ERDAS shall honor all USGS/DOI orders received prior to the effective date of such termination.

Within thirty (30) days of the anniversary date of this BPA, the parties hereto shall review this BPA to determine whether changing market conditions, availability and quality of products and services and other pertinent circumstances require the modification or termination of this BPA.

This BPA shall automatically renew upon expiration of the underlying Schedule as soon as a new or renewal Schedule is in place, provided ERDAS' performance on this BPA is satisfactory and the USGS continues to require the software products and services covered. Any such renewal will be at the sole discretion of and subject to prior review and approval by the Contracting Officer (CO).

In the event that ERDAS' GSA Schedule is modified, all terms and conditions, and pricing included in that modification are automatically incorporated into the BPA. All existing discounts will apply to the new Schedule. ERDAS will provide to USGS, within five (5) working days, four (4) copies of the new ERDAS GSA Schedule and new agreement prices.

All pricing, including discounts, and terms and conditions as set forth in the BPA will be reviewed by the USGS and ERDAS on an annual basis.

Software maintenance shall begin on October 1 and end on September 30.

(5) Authorized Buyers: The products and services offered to the Government under this Agreement shall be available to the offices of the USGS and Department of the Interior (DOI). Orders can be placed by any CO at the USGS/DOI or by any authorized purchase cardholder acting within the limits of his/her authority.

(6) Principal Points of Contact: The Government will name a CO for issues concerning the meaning or scope of the Agreement, order execution, tracking, pricing and a Government Technical Representative (COR) for technical issues. Each will function as the primary contact with the Contractor in his/her area. The Contractor will name a principal point of contact for contract and ordering issues and a principal point of contract for technical and other issues. These may be the same person.

All orders placed pursuant to this BPA will be processed through the following ERDAS office:

POC and Title: Kurt Schwoppe, Manager- ERDAS Northern Region

Address: 5400 Shawnee Drive, Suite 206

Alexandria, VA 22312

Email: kurt.schwoppe@erdas.com

Phone: (703) 354-7415

Fax: (703) 354-7416

POC and Title: Kurt Schwoppe, Manager- ERDAS Northern Region

Address: 5400 Shawnee Drive, Suite 206

Alexandria, VA 22312

Email: kurt.schwoppe@erdas.com

Phone: (703) 354-7415

Fax: (703) 354-7416

Sharon McDowell, Contracting Officer

U.S. Geological Survey, Department of the Interior

Office of Acquisition and Federal Assistance, MS 205B

12201 Sunrise Valley Drive

Reston, VA 20192

E-mail: smcdowell@usgs.gov

Phone: (703) 648-7348

Fax: (703) 648-7901

Dan McCord

U.S. Geological Survey

National Mapping Division

12201 Sunrise Valley Drive

Reston, VA 20192

E-mail: dmccord@usgs.gov

Phone: (703) 648-5551

Fax: (703) 648-4706

(7) Covered services/Products: This Agreement covers all ERDAS products and services in ERDAS' Federal GSA Schedule Contract, as well as Training and Software Subscription Service (SSS).

(8) Pricing:

(a) Individual Orders less than $250,000:

For individual orders, see Attachments A and B for negotiated prices.

(b) Individual Orders $250,000 or greater:

Volume discounts shall apply to all orders meeting or exceeding a $250,000 threshold.

The $250,000 threshold shall be determined by using Pricing cited in Attachments A and B. Once the threshold has been established, the CO will recalculate the order pricing by deducting a 39% discount off Seat One Pricing in the GSA Schedule. Pricing in Attachments A and B shall not be used for establishing this discount.

(9) Order Placement Information: Orders will be placed against this BPA via fax, credit card, or paper. Unless otherwise agreed to, all products and services under this BPA must be accompanied by a delivery order or sales slip(s) that contains, at a minimum, the following information:

a. Name of Contractor

b.GSA Contract Number

c.BPA Number

d. Delivery Order Number

e. Date of purchase

f. Name and telephone number of purchaser/contact person

g. Contract line item number and description

h. Quantity, unit price, and extension of each item

i. Date of shipment

(10) Shipping: Shipping for all orders under the BPA shall be FOB destination for the contiguous United States addresses. However, shipping will be FOB Origin outside of the 48 contiguous United States.

(11) Warranty: All software products purchased under this agreement are subject to the terms and conditions set forth in the Schedule. Warranty period shall begin the first month after the product is purchased and extend for one calendar year thereafter.

(12) Invoicing and Payments: The requirements of a proper invoice are as specified in the Federal Supply Schedule contract. Invoicing and credit card payment (where available) are both authorized. Invoices should be addressed to the contact person listed on the Delivery order and payment is the responsibility of that office.

Invoices for software support shall be submitted annually in advance.

If supplies or services are rejected to conform to the contract requirement, or for damage in transit or otherwise, the provision of the Prompt Payment Clause (FAR 52.232-25) will apply to the new delivery and acceptance of replacement supplies or services.

(13) Statistics and Tracking: ERDAS will maintain a special record of all orders received through the proposed BPA. Orders will only be processed through ERDAS Atlanta Office. The USGS will be responsible for referencing the BPA number on all Delivery Orders released such that a record can be maintained and the proper BPA pricing and ERDAS GSA terms can be honored.

Quarterly Reports will be generated for the USGS on the activities under this BPA. The format of this report will be created by ERDAS, transmitted by e-mail, and hard copy to two USGS points of contact identified in paragraph (6) above.

However, at minimum, the reports shall contain the following information:

a. Delivery Order Number

b. BPA Number

c. Ordering Agency (USGS, MMS, BOR, NPS, etc.)

d. ERDAS customer number

e. Type of order (credit card, delivery order)

f. Summary description of what was purchased

g. Total order price

h. Date of order

(14) Applicability of Terms and Conditions: The terms and conditions included in this BPA apply to all purchases made pursuant to it. In the event of an inconsistency between the provisions of this BPA and the Contractor's invoice, the provisions of this BPA take precedence.

(15) Incorporated Clauses: In accordance with the Federal Acquisition Regulation Clause (48CFR, Chapter 1) 52.252-02, 'Clauses Incorporated by Reference' (FEB 1998), the clauses listed below by reference have the same force and effect as if they were in full text. The CO will make their full text available upon request.