HomeMy WebLinkAbout1987-291
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RESOLUTION NO. 87- 291
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF AN AGREEMENT WITH MCDONNELL DOUGLAS ARCHITECTURAL,
ENGINEERING & CONSTRUCTION SYSTEMS COMPANY FOR A COMPUTER AIDED
MAPPING AND DESIGN SYSTEM.
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino is
hereby authorized and directed to execute on behalf of said City
8 an Agreement with McDonnell Douglas Architectural, Engineering &
9 Construction Systems Company for a computer aided mapping and
10 design system, which agreement is attached hereto, marked Exhibit
11 "A", and incorporated herein by reference as fully as though set
12 forth at length.
13 I HEREBY CERTIFY that the foregoing resolution was duly
14 adopted by the Mayor and Common Council of the City of San
15 Bernardino at a
16 8th day of
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18 AYES:
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20 NAY S :
21 ABSENT:
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reg u 1 a r
meeting thereof, held on the
September
, 1987, by the following vote,
Council Members Estrada, Reilly, Flores, Maudsley,
Minor, Pope-Ludlam, Miller
None
None
~t?~/aA.h
'" City Clerk
8-28-87
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The foregoing resolution is hereby approved this II,<~/ day
:~~yLfi.7jtk;;V , 1987.
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Y' / '1 J .~
l tJ ~~'~'f/f~---..t/(..) ..f {I t'~l:_~_~,y/)
Mayor of the City of San Bernardino
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Approved as to form
6 and legal content:
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8 yr~ Attorney
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8-28-87
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MCDONNEll DOUGLAS ARCHITECTURAL, ENGINEERING
8t CONSTRUCTION SYSTEMS COMPANY
TURNKEY AGREEMENT
McDonnell Douglas Archetectur.l. f","'lMrl"l . Construction System. Company. .n
unlncorpor.ted business unit of McDonnell Dougll' Corporation '''MDC'"). .nd Custom.r
I9r.e that the folloWIng terms .nd condttJOnS shill govern the SlI. of MDC Design Stations
Of Workstlllons .nd/or h.rdwar. manufactured by third part,es identIfied In AppendiCes
hereto I"H.rdw.r.'} .nd IIC.nslng and malnten.nce of MDC 'pc)licltlon sohw.r. .nd/
or third party sohw.re tdent,fied In Append1ces her.to rSohw.r."). .nd technlc.1 servlCtS
r.lated therllO Within the United StatH of Amenc..
Prien: MOC charges for the purchne vi rtle H.rdw.re .nd Softw.re license ar. sptClfled
In the Appendices The prlCtS set fonh 1ft IhI AppendlC.S do not Includl.nd Customer IVr"s
to pay addlllONl sums for
1.1 MOC's tIme and malt,..l eh"," plus reason.b1. tr.vel .nd livl"9 e.ofnses. It cost.
lor iii .ddltlONl s.rv.c.s requested bw CuSlomer. or InI servlC.S reqUIred .nd ch.r9"
Incurred dut to Customer fallur. to ~tt. Its Silt prtpar.tton pflor 10. mutu.11y 'treed
SChedule for delivery of Hardwar, .nd' or Softw.r.. .nd.
Ibl .lIlun (ho~ver designated) paid or payabl. by MOC lexcluSlvt of Illes based on MOC
net ,ncome' for Hardware or SohwIr. prOVided h.r.under. If any ch.rges under thiS
Agrtemenl .rt ellmpt Irom SIttS or UII III lI.blhty. Custom.r will provide to MOC.
upon uecutton of thiS AgrHmtnt. . copy of each cen,ficalt of 'ItmptlOn or Slmll.r
documenl
2 Peyment Tennl: MOt's ch.rges for (he H.rdwarl purchased and the Softw.rl lic.nsed
WIll be inVOICed upon shIpment and Will be ply.bll by the Customer WIthin forty-five (451
daY' from the date 01 .nvolce. All othtc' charges WIll be inVOICed when incurred and WIll be
plyabll by the Customer Wlthrn thirty 1301 days from Ihe dJte of InvotU. MOC re""," the
flghl to ISS'SS a late paym.nt cherge cl one percent 11 %, per month. or It the InIximum
"II perm,"ed by law. whIChever IS leu. on the unpaid bll.ncl of Iny .mounl plSt due.
Sit. Preparation/DtIM1'y/lnsun.60n: Customer sh.II pr~r. and InI,nllln In Inst.ll.tlon
site In accordJnce WIth MOt's SIlt prtOlfltion and instillatIon guide MDC's inttnt IS to
dtllv,r thl Hlrdware .nd/or SoftwIr. WIlhtn nin.ty 1901 daY' after the eHrit date of thIS
Agreem.nt Delivery of Herdwa'l and/or Softwar. IS subjtct 10 its aVlllability. the comolttlon
of Customers Sit. preparation. and m~ J9'Hm.nt by the Otrtin on a dtlivery/inst.llltion
SChedule AI. of loss to Hardwar. and Softwar. shill OtIS to Customtf upon delivery of
SlInI to the tnSllllatlOf\ Slit. MDC shin plY ,II com of tranlpOlUhon.
MDC or its authoflZed suPOhtt1sl WIll mstItl the Hardwtlre and/or Softwar.. will demonstrlte
thll It IS operatIonal and WIll gIve CUS10mef wnnen notrfiutlOf\ that the Hardwlre and/or
Softw.re are ready for usa confirm",v IhI .Htctivt dalt of installation ("InstallatlClfl 0I1t")
MDC and its luthorlltd suPO"er1sl will c:oq,Iy WIth Custom.r's established MCUtity rtfUlltlOf\l.
The H.rdware and/or Sotlware WIn lit detfntd acc.pted wh.n used by Cullomtr in the ordinary
courSt of its buSlfltSS. which Includts production proceslinv.
. WelTanty end Oitdlimer: MDC werr.nu that on the Instlll.tion 011. the Hlrdwlr. will
be fret from deflCtS In materIals .nd worim.nship and thlt the Software will perform
subst.ntlally in comphance with user doc:umtnlltlOf\ prOV1dtd by MDC.
MOC MAKES NO OTHER WARRANTlES OF ANY KINO. INCLUDING ANY IMPUED Wf_IUtlNTY
OF MERCHANTABIUTY OA OF FITNESS FOA ANY PARTICUlAR PURPOSE Wffi4 AESPECT
TO THE SOFTWARE. HARDWARE. TECHNICAl INFORMATION OR TtCHNICAL. ASSISTANCE
PAOVlOED BY MDC UNDER AND PURSUANT TO THIS AGREEMENT.
Hlntware Mlinttnence: MDC wit! lnW1tIin. without Idditional chargtl. IhI Hardwlrt
tnCludtd wlth,n the Inn II' system tdtnttfltd In Appendil A htrwto for I period of ninery 1901
daY' follow,nv the Inmlllllon Oltt. tNrNfttf. rnainttnance IhaII be the f1IC)OnIibilltY of
Customer who may contrlCt dirtCtly WIth 1ht Hardwttr. lNnufKturer1al if such ...,... art
dtSlfed.
MOC mllntenance saMetS sh.1I Include remediil Ind prfYtntM lNinttnlnce II considtred
approprtlll by MDC for the fypt cl ~r. prOV1dtd hertuf'der Prev.oti'tt /nIlnt9nlru
calls may be performed In COnlunc:t1On wnh. Customer requested call tor remedial rnamtenlnce
or as mulually agreed dun"9 standlrd .mea hours of the HIrdwer. INnufeaurer MDC
sh,llprovldt III labor . pans and Hardwlr1 ~icltionl MDC dttml nectIUfY for /nI'ntllnlnv
the Hardware Irt good operltlnv condIbon "DC IV'''' to .change III discrepant pIrtI WIth
pans whIch Ir. new or equiYaltnllD ".. in performance. All old peru bIc:omt IhI prQOel1y
01 MOC.
Staled matntrnance is contingent upon proptf tr.atment .nd UN of the H'"'-tre It a safe
Ind SUllable S..e .nd In ICCOfdlnca WIdI rllconun.ndltJOnI of the Harctwar. menuflCtUftf.
6 Application SoftMn ,.~ MOC will maintain the lClPIicItion SoftwIr. for an inrtlal
term of one III year loIloWInv the ~ion Dlte. The first nint'tY 1901 dIy1 /nIlnten.nce
of Ihe aPOhClllon Softwlr. Included lMItwI the inltill tytltm Idtntrfied in AoPencb A ~o
shall be provided at no additlONI ~ thtfNfttf. Customer IhIIt pry MDC the monthly
mllnlenanee fH $peClhtd in the ~ hereto. ClIItomer !NY terminate IN,nt'''lru
II any time duflng the first ninetY (901 citY' of InIinttNnat wfth It INst thIrty 1301 dtYI
advance wr.nen nouce. if Customer does nol.ltct luch term,"lIion. m.inttnlru will continu.
in effect lor the loIloWInv nine 1911nC1n1h&. M'lntenlnce shill continue lutomIticllty fol\owtnv
the Inltl.llerm until terminated by tither Plrty wfth .t Itlll thirty 1301 drys tdvtnce Mlnen
notlC.. MOC reserves the nghl to Id!lIIt ItS metnttnlnte pl'at at a~"'tf the initl.1
term Wllh IIIt.st thlny IJOI dlyS Idvtnc:a Mitten nocica. ~ic:ltion e mainttnante
SIfV1ce shall be n dncnbtd below
a, OiltJibutioft of UpdatM
M.lrttenance SIfV1Cn sh.1l alnSl1t of distribution of r.lN... to the ~lication Softw.r.
which may conl.in COI'rlCtlOnS of problems which have *" r.med1ed by MDC .nd
enh.ncements of the perforlnlnat or capabtlitln of the applicatIOn SoftwerI.1I dtSCflbtd
In the 'POhCltion Softw.re documentatIOn. Customer WIll updall the opel'ltlnv systlm
Ind/or modrfy equipment II ntcesqry for use of such enh.nctd r.I..1II of the IOClhc:atlon
!..>ftwtr e. Customer she II prOW1dt . suttabty tr amed ClPtf lIor to inst.1I the IClC)IlCItlOf\
Softwara updatft provided by MDC .nd 111910' I" dill eornmunatlOns With MDC. as
reQuired. Any updates for Ih. oper.ti"9 SYstlm receIved by Custom.r sh.1I be coordlnll~
With MOC to ,nSure compatIbility WIth the th.n current rtlt.. of the aPOhCltlon Softwar,
bl Error A.pot1int Procedu,.
CUSlomrr suspected aPOliutlon Software .rrors Ii e. subsllnt,al non.conformlnc, 10
documentatlonlln thl then current apphcatlon Software rellall shall be reported to MOC
.n wrltln9 accompanIed by I detaIled wrlnen deSCl'll)tlOf\ of the error. Ippropnalt
documenllllon of the error Includinv a m.chlne.rudable cooy 01 the Ipphcallon Software
rnoMor hl.lif avall.blel. and dill flies IItlore the error occurred
MOC Shill make a prompt. diligent. good faIth Invest.gatlOf\. which mlV rl!<lUlre the use
of remOlt dlagnostlc procedures. of Ihl facts and ClrcumSllnces rellled 101M SusoeCled
error CUSlomer WIll cooper.1I lullv With MOC's ,nVtSl'9"l()n and prOVide. II no COSI
to MOC. worllnv space .nd f.cllitles when reouesled
Where MDC-s envtstlglllon revllls Ihe aPOIIClllon Softw,rt conllens an error. ~OC Will
therufttr provide CUSlomer . new copy 01 Ihe corrtcted aophclllon Software 101 rne
affected portion, In m.chene.readabl. form 1000llher WIth ""men InstruCHons delllllng
In51ll1allon procedures Such correctIons Will be prOY1ded 10 CUSlomer wllh ltlt nUl
SCheduled IllQhCllton Softw.r. updlll When such corrtcttons "e avallablt II an tlrI,er
date and requested by Customer. MOC shall notify Custemer of Ihelr ava"aOIII~ and
provide Cuslomer Slid adv.nce corrections Wllhln thirty IJOI dlys. eacepllhll MDC shall
nol be reoulred to prOVide such correctIOns durtrtg the perIOd commtnC1ng Ihlrty 1301
dJys prtor 10 the releaSt dall of Ihe nllt SCheduled apphCltl()n Softw.rt updalt .
Where MOC.s investlgallon reveals no aPOlicll1OfI Software error. CUStomer Will uDon
MDC reouest. pay MDC Ihe prh"It"9 tlml and material rltlS for serviCes upended
in researching tht suspected errO!
cl Technical AuiItanct
Technical assistance WIll be prOVided IS requirecllor tht diagnosiS olapph~tlon Software
errors In the then current aPOIic:atlon Softwar. r.luSt c1unf'g Ihe penod of nine 191 hours
betwMn 8 00 a.m .nd 5 00 0 m . Central Time. Monday rtvough Fnday 'ICept on holodays
recognized by MOC which are currently IS lollows
New Year I Diy ubof DIY
MlmOflal Day Thank$9IYlng Holidays 12 days)
Independence Day Chrtstlnls Day
TechnIClI'SSlst.nce at limes oth.r than.. Mllorth above WIll ~ prOVIded uDOn Wflntn
request of the Customer. sublect to aVlllablltty of MOC resources and personnel. II MDC s
then curr.nt r "" for such sarv'f.t~
CuSlomer shall prOVide remotl da.. communicatIon ICCflS fdlal,uD t 200 bps modtml
to the apphutlon Softw.r. Installed on the Dtslgnlled CPU 10 enable MDC 10 conduct
r.molt diagnostiC procedur".
7. l.imiubon of Rtmediel: MOC.s entlf. liability and thl Customtf s e.e1uslve rtmedv shall
be thll MOC WIll. pursulnt to lpOltClble malnlenance prlJYlSlOf\s. rlstorl Ihe Hardwlre 10
wortrng order if it should fail dut 10 a dtflCt In maltrtals and workmanship .nd correct !he
SoftwI,. rf It should fall to lubstantl.11y conform 10 user documenlatlon prOVided by MDC.
dunng the period in which MDC is providing mainltnance StrvlCtS In ICCOrdJnce WIth ArtIcles
5 and e herein. However. if MDC il unlble to curt such "'Ilets. IS Customer S tlcluslve
r."*'Y. MDC will grant Customer. refund lor the Hardwar. .nd/or Software Involved lbased
upon rts stTalQht line dtprtolted valu. 0Y1lf the life of the procluct as determined by MDCI
and acc.pl its return.
MDC's tntir. Iilbtlity for damtges lor any Clusa whatsoe~. and regardless of the form 01
actIon. sh.II be limrted to Customer's lCtull direct dlmages not to eacted Ihe .mount oald
to MDC pursuant to thil A;'Hmtnl. Thll prOVISIon .1 not IClPh~bl. to clllms lor Pllen!.
CClPYflQht and trldt MC1tt Infringement.
IN ~O EVENT SHAU MDC. ITS OFFICERS. AGENTS AND EMP'_OYEES BE UABLE U~DER
OR IN CONNECTION WITH nus AGREEMENT UNDER ANY THEORY OF TORT. CO"iTRACT.
STRICT lIASIUTY. OR OTHER LEGAL OR EQUITABLE THEORY FOA INCIDENTAL OR
CONSEQUENTIAL DAMAGES
Customer adnowitOQes IhIt the 'nput of dill and lCCurecy .nd ldeQulCY th.reof. Including
the outPul generlled as a rnult of such Input. IS under the eze1uSlv, control 01 Ihe Customer
Any usa made by the CUSlOrntf of the dati outllut.or any rehance thereon. IS the sol.
responsibility of the Cultomer. Customer shall InOtmnitv MDC and hold it h.rmleu hom
.ny cl.im. by thin:! I)Irtl" ansinv from. or reltted to. Custom." S usa of tha dill output
prcMdtd thlt MDC. It its eaptnM. shall havt the option 10 partlC'1)I1t in the deftnsa or
IInltment of .ny such cl'lm
8. ~. end ~~: MDC grents to Customer and Customer KeeptS from
MOC I fl<K'uclu.rvt. nontransferlblt. pald.up licenSt to use a IInQl. copy of Ihe Softwar,
and related documentarlon lor Inst.II.llor'I .nd UII by Customer only WIthin the UMed SlItlS
on a sinvll ctntr.lprOteSSlng unit ICPUI and on Its .lIOCIlted perlpher.1 hardwlre. lneludl"g
the deS'9n or worlstltlOflS for which Customer has OtIC! a hcertse fH. whether SlIll deslQn
or worUt.tlOO. are Ioc:aled at the installation 'Ite. remot.1y connected. or netwefted
f"Otsi9nated System'" The Oesi9nated SyStem CPU will be ~ied In the AppendlC"
"Ih, Des'gnlled Syst.m is u.lOOt'ative dU'IO ml"unCflon. the hcanSt grant Shill be temooraflly
extended 10 luthOflll Customer 10 UII thl SotTw1re on .ny OIher Customer sYstem louted
Within the Unlled Slit" on whICh the Sotttvare Will I UnctIOn. until the D"lQnlled Sy51em
'S returned to Of)tf1t1Ofl. .
Third pany prOQl'lellry softwarelif .nylll dnclIbed below .nd IS Identified In the ADpendlces
is prOVided for Cultomer use on a sublicense baSlI Ofl thl same lerm. IS Stl fonh "~tr"n
Any additIOnal MDC reQulfed prOVI~S are IPfCrfied In the AclclenchclS.
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'RIME Computtr. Inc.!"PfUME'l Sofrwarl IS ptoonellry to PRIME .nd the use of such
Software sh.n bllimlted to the PRIME CfIU as defined in the Aootndiees to this A,rMment.
"'IME. eoovrttht shill rlmaln '" !hi Softwtr. and the PRIME copyrttht notICe lhall
be piKed on .11 copttt.nd modifICM1OftI thereof.
b. OtvIt.1 EQulOm.nt Corl)OrltJOn f"OEc-1 Softwar. is prOOfl.llry to DEe and usage is
IUthoflzed on the baSIS ot the DEC SUlManse IttIchtd .I.n AClPfndlI to thl' AgrHmtnt
which Cullomer IVr." to 'lecut..
CUSlomer m.v uselht SofTw.rllnd rtllted docurnenlltlOn Iii In the conduct ot its own bUSln.ss.
Inl 1ft th. buSln,ss of .ny CltVISIOf'I thereof. or Inil '" thl buSlnl" of . subsldi.ry In whIch
" owns . controlling Inllrest bul Customef is lJPf"sly torbtddtn 10 use the Softw.rl In
DfoteSSlng Ihe WOfk ot othlr thtrd PI"'" Customer m.y. WIth the prlOf w"nln allOl'ov.1
of MDC Isuch .pprov.1 not to be unreasonably Wlthheldl. .1I0w Its subcontr.ctors .nd wholly
own~ subsldl'rI's to use the SofTw.r. on the OtS'9nlled Systlm CPIJ sollly lor DfOC'$Slng
ItS Inl.rn.1 WOfk "I.llng to prOJect .nd other buSlntSS ooer.llons In whICh Custom.r IS ."V.ged.
SublKt to the ..ecutlon 01. Non.Dlsclosure Agreemenlln th.lorm specllied In thl Aoc>tndlclS
hereto CuSlomer sh.II IndemnIfy MDC Irom .ny .nd .11 loss. dlm.g.. IJPtnst or h.t-.lrfy
whllSOlver resulting from thl l'llur. of ~ SUCh Plrty to UII the Softw.re and Hardw.rl
SOlely In .ccord.ncl With thIS Agr"menl
Customer m.y reproducI on. 111 copy 1* won or design st.llon tor Custom.'-s Inlfrn.1
use. .ny documlnllllon r.IIlIYe to .ny Softw,rl whICh m.y bI Dfovtded by MDC under thiS
Agreement The mlChlne.rtldlbll lorm of the Softw,rl m.y be COO~. In wholl or in pin.
but only for use by Customer Wllh thl Dnognlte<l Systlm. lor archlvll or Imer'lncy rlSlln
purooses. or to repl.cI . worn copy of such mKhlne.re.dabll mllefl,1. Thl ongln' I .nd
.ny eoples of the SofTw,re .nd rellled documentltlOl'l. In whol. or If1 part whICh Irl midi
herlunder sh,lI rlmlln thl soil Dfooerty of MDC
All rnodlhclllons to the Softwarl sh.1I be midi by MOC and the CUStomer sh.II not m.kl
.ny IOdltlons. delellons or mocltflCltlOl'lS Ie the Softw.rl
Customer .grees not to disclose. prO'tlCll or otherwise m.kl 'v.ilabll Softw.rl. IncludIng.
but not hmlted to. machlnl.readable code Ind documlntatlon In any lorm to .ny person othlr
thin Custom.r'S or MDC's emplOYI" WIthout DfIOf Wl'lnen consent of MDC. and IVrtfs to
protect such propfletary InlOrmltlOn IS " does ItS own trlde stcr" or prOPfltl.ry informltlon.
~OlWrthSlIndlng thl prOVIsions of Andt 10. hS ptOVlSlon shallsumve .ny ttrmlnatlOn of
IhtS AgrHm.nt.
COOYl'lght or propfltlary nOIlCes shall not bI removed trom thl suOOlied Softwarl or
documental Ion .nd CUStomer IVrees Aid notICes shall be r"'lned or rlOfoductd In theIr
euct lorm on III permlned CopllS Ind verSlOnl. both In machlnl..nd human-reacS!bl.llnguage
Customer sh.1I It III times m.lnt'In rec:ords spectflCllly ldent,fy,"g the Softw.re licensed
htrtundtr. Ii'll location OlllCh copy thereof. Ind the location and ldenlity of lech Destgnlled
SyStem on which Ii'll Softwlre IS Inltaftecl Such rKOl'ds shall be subJect 10 InlC)eCtlon by
MDC dUflng regul.r bUSiness hours upon re'SClnIbll tdv.ncl nolic. lor the PUfl)OSlI of
enforcement 01 IhlIIrms .nd condlllons of this AtrHmtnt.1l CUllomer or .ny of its ImployltS
breaches or thrlllens to brlach thl ollhllllonS of thiS StCtlon. MOC shill h.vI the rtght.
In Iddltlon 10 such oth.r remedies which may bllY'll.bll to it. to in,Unc't'yt rlli.f enJOining
such KlS or .nempts. It bllng acknowledged that 1eg.1 rlmedi" arl inadeqUItI.
The prOVISionS ot ArtICII 10 (T ermln.tlOfll regardtng cur. sh.1I not be applicable to thllllCtlOl'l
MOC reserves .11 fights not eqJllCltly granted htrttn.
9. Indemnity: MOC sh.1I detend. It rts -.nst. any actIon brought "'!nit CUllomer to the
extent that It IS based upon . claim rhIt any Hardw.rl. Software or mlltrl.ls turnlshed
hereunder Inlflnges . UnIted Stales Dltent. topyrtght. or vioI.IIS any third party trlde secret
or prOOrltlary rrght and shill pay all COStS .nd damages lin,'1y IWtrdtd IVllnlt Customer.
provided thll MOC IS glytn prompt wnnen nota of such Claim and is given informatIOn.
rtlsonlble ISSIStance, .nd sole .uthorlty 10 deftncl or senl. the claim.
MOC. It Its optIon. m.y obl,1n for CUSlOmtr the right to continue using, or to rtOltct or
rnoddv the Hardwlre. Softw.rl. or ITIIttfllls '"~ so it becorneI noninfring'ng; or, if such
remedies Ire not reasonlbly 1V'llabll, grant Customer I credit for the Hardwar. or SottwIrI
Involved. based upon ItS _ecl.ted value, .nd ICaOC III rllum.
MOC sh.II ~.ve no obhg.tlon under this ArtICle if the .1I'9'd infringemen1 or VIOl.tion is
bued upon the us. 01 thl H.rdw.re or Sottwerl If'( COmbinatIOn with OCher hardwarl or
sofTwlre not furnIshed by MOC or rl such dllm .rrses from MDC'. ClOlrC)Iianc:t WIth Customers
deS'9ns. SDeclliclllOns or Instructions. fJlfrom Customer's modificltionof the Hardwarl or
Software MDC shall havI no habllity tor infringement of Plttml. copynghts. or VIOlatIOn of
trade secrlts or proprrtl.ry fIghts 1lC8Pf IS .xpr~ provided in this Art1cle.
10 Tennin.lion: "eIther party shalt It any time commit .ny mlterill brMCh of .ny aMnInt
or warranty here," cont'lned .nd shaft ftiI to c:omrntnc:t to rtmtcty .ny such breach WIthin
Ihlrty 1301 days .fter wrrnen notICe thereof or if such breech is not curubl.. the dtflult~
parTy m.y. at Its optIOn. .nd In tdditlCln to .ny ~ rlmedies that it may be entitled to.
termlnall thIS Agreem.nt by nota '" wnIing to sudl efftc:t.
EJl~t IS may be prohibited by the U.S. Mntruptty 1twI. in the ~ of i,'sc;~ or inability
to pay debts IS they becoml due by . Plrty hertlo. voluntary or il,YQIt.f1ltrY blnkrUCltcy
procffi:lings by or lValnll . Plrty her.-o. or IIJPOintmtnt of I r~ or IUtgnet for lht
benefit 01 creditors, the other Plrty may lInninatl INs Aetttrnent by wfln", nota.
WIthin lifteen (1 SI dlYS aft., ttrminltlOl"l of thiS AetNmtrlt for any rlllOn. Cultomtf IIr...
to clnlly to MDC in writing thl! the or"...' .nd .11 CClCIl- of the Softwarl .nd docUmtrltltlOl'l
1ft 'ny form h'vI betn destroyed.
1,. AppendicM:
12. Notic": All notices rlQUlftd by or rellllng to thIS Agrtlmlnt sh.lI tit ,n WIlling anel Sh,I'
be Slnl 10 the Dlnles to ttus Atr"mlnt .. thl addrlSS SOec:lfllCl bllow. or to SuCh Oln'r
addrlSS IS lither party m.y Substltutl by wrlnln notlCI to the other
Customer (S.me IS Set forth on this Pltl'
MOC. McDonnell Douglas Corporlllon
p 0 80. S 1 S
St. LOUIS. MO 63166
Ann AEC BUSiness M.n.geml"t. ContrlC1S C910
13 Glnlral: nus Agrtlmlnt .nd .ny Softw.re to which It loot itS th.1I not be 'sslgned.
sublicensed. or Othlrwlse tr.nsferred Iby operlllon of I.w or olhef'WlSlI by Customer wlthoUI
Ihe prior wrrnen consent of MDC. h th.1I Ixtlnd to Ind be btndlng upon the successors.
I.g,' reprlStnlltlYlS .nd v.lld '1S"ns of thl panltS
Customer 19r.., thl! thl H.rctw.r. sh.n not be the sub,ect ot . thtrd Plnv fin.nClng or
'tlslng 'grHmlnt In whIch rhe Customer IS the Lessee e.cepl when SUCh Jeuln9 agreement
IS lor the purpose of In'bling Customer to Itnance Its ItquISI/lon. In whICh evenl the Harttware
ponlon only of thIS Agreemenl may be 'SSlgned to Ihe Lessor Ind then only upon ueCullon
01 MDC's Ihen currlnt Agreement for 'SSlgnmenl ot H.rdw.rl
CuStomer gr.nlS to MOC a purch'51 mon!y secuflfy Inlerest In the H.rctw,r! until all sums
dUI MDC h,vI betn Dlod ,n tun A copy of thIS Agreement m,v be hied WIth .ppropr'ate
SI"lor olher ,uthOfltles IS' hn'nclng stllem,nl In oreler 10 perilct MOCs securIty .ntfrUI
The l'llure of e'ther Plrty to enforce It any I,me Iny of the prOVISIons of 'h., Agreemef'l
shall In no w.y be construed to be . w"ver of SuCh prOVISion. nor .n any way .M!ct '''e
v.lidlty of thIS Agreement or .ny DIn thereot. or thl fight of the other DIrTy thereafter :0
enforCI each .nd eVlry prOVISIOn
PrIor to delivery. MDC reserves the light to make sub'lIlutlons .nd modifIcatIon, 'f' lhe lJl!s'gn
and: or $peClftcallons 01 MDC Hardware or Software prOVided hereunder. provlCllng thaI suen
SubstItutIons or modilicltlons do not m.teflally .nd 'dversely .Hect perform.nce. function
or price
MOC shall nol be liable lor Iny delay In or faIlure ot performance dUI to .ny cause or condlliOn
beyond MDCs rllsonlbll control. whether foreSHabl1 or not
Nellher p.rty Sh.1I Issue .ny n.ws release. publiC announcements or Idvenlsemef" 'Jf any
portion ot the content ot thiS Agreemlnt Without the Dflor wrlnen consent of lhe otner parTy
" Iny prOVISions of thIS Agreement .rl Inv.lld under .ny aDphclbl1 statull or rule of law.'
they Irt. to thlt Ixtent. omlned. but thereml". of thIS AgrHmenl ShIll conllnue to be
binding uoon the partllS herllO
No .ctlon. reglrdless of lorm. may be brought ~ '!.ther Plrty more than one year after the
causI ot .ctlon ~IS .ccrued. or 'n the case of J~. action lor nonpayment. more Ih.n one
yllr from thl date Ihl lISt paymlnt was dUI
Subject to MOC's prior wrlnln consent to IqJOrt .ny Software provIded hereunder. anv @.pon
01 H.rdw.re. Softw.rl or technical dill proY1ded hereunder reqUlltS I y.hdaled IIcen51 from
thl U.S Oepanmlnt of Commerce Diversion contr.ry to U S I.w IS prohlbtted
This Agr"mlnt Ind Ii'll AoQIndius htrllo consutute the entlrl Agr"ment between '''e
p,n'l$ Ind shall super~ .11 prOPO.Als or prIOr Agreements. or.1 or wrrnen. .nd all Olher
communtCltlons betwMn the panll$ r."tlng 10 thl subject miner 01 thiS "grHmem, Iftclud.ng.
but not limned to. .ny Customer purc~lse order Thl Agr"ment shall not be vafled otMer
th.n by an Instrument in writing of subseqUlnt d.te htrlto. IlecUted by the duly 'Ulhoflle<l
reoresentlllves of both p.n'l$ The Agr"mlnt shill bI governed Ind construed '" accorel.nce
WIth the I.Wlln loret in thl SIIII of Missoun.
UNLESS ACCEPTED BY CUSTOMER'S EXECUTtON AND RETURN OF THIS AGREEMENT TO
MOC. THIS aUOTATION EXPIRES ON
CUSTOMER:
nf Snn Rprnnrn;nn
Street
Stltl ~ZipCode 92418
IAuthollltd Slgnaturel
Titl.
D...
Signaturl
N.me
Title
0."
AQREEMENT NUMBER
THIS AGREEMENT WlU BECOME BINDING UPON MOC ONLY WHEN ACCEPTED IN WRITING
BY MOC'S ST. LOUIS CONTRACTS DEPARTMENT
MCDONNELL DOUGLAS CORPORATION
AGREEMENT 72160 PAGE~OF~PAGES
APPENDIX A
HARDWARE AND/OR SOFTWARE CONFIGURATION/PRICING
INSTALLATION SITE/DESIGNATED SYSTEM CPU
CPU ~10DE:
STREET ADDRESS:
CITY/STATE:
Mt!=rqVAX I I ----.-____._______h......__
300 hI.9 r t h '~J)~'__ S t_r.::.g.!.~.i______._____._._.__._.__...._
San Ber-nard i no 'I C{~ 9241 El::!JJ 5J____
II. DESIGN STATION SUPPORT (applicable to GOS only)
The softl~are license authori zes use of the number- of Desi fJn Stat ions for
which Customer has paid a license fee for the software specified below:
Software
Number of Design Stations
9ran.!.lics Desi q.n System
Area t'1anaqement System
IL~.LQ!"'~~.;ll..____..
!..h r- c E;~i 3 .L_____________
MCDONNELL DOUGLAS CORPORATION
AGREEMENT
72160
PAGE~OF~PAGES
II. CONFIGURATION/PRICING
DUEL NO. C~TY .
DESCRIPTION
PF\ I CE
-243 1
"Q3" MicroVAX II [DH630Q33-FAJ
(BA123 Floorstand Enclosure)
5t18 Memory
[RD53J 71MB Disk
[RQDX3J Disk Controller
[TK50J 95MB Cartridge Tape and Controller
[DHV11J 8-line Multiplexor
Floating Point
[DEQNAJ Ethernet Controller
:t 29,430
C"'~"""'" 1
.L.. -_' ..:- .&-
C2135 1
C2806 1
[MS630-BBJ 4MB Memory Board for MVII/GPX
:t 1 ,350
.t 6,900
$ 2,634
[HD5'1.n-BAJ 159 MB Disk DrivE' f()r~}()t~3
IIQ3/Q4"
LAI00 Letterwriter w/stand; 240 CPS
[LAI00-BAJ KSR Hardcopy Terminal w/Keyboard
[LAXXS-ACJ Table Top Stand]
[LAI0X-SPJ Paper Catcher
[LA10X-SQJ Paper Shelf
C2721-L
1
[QZ002-C5J VMS 1-8 User Sublicense
-for t1i croVAX I I
:t 6,000
C2721-M
1
VMS 1-8 User Media and Documentation
Includes:
[QZ002-H5J t1edia and Documentation
[QZ002-85J 90 Days Basic MaintenancQ
:t 1,970
C2721-IN
1
[QZ002-I5J VMS 1-8 User Installation
:t 760
C2759-t-l
1
VMS llJorkstation Media and Documentation
Includes:
[QZA96-H5J t-ledi a and Docu.mentat ion
[QZA96-35J 90 Days Self Maintenunce
:t 908
C2759-IN
1
(QZA96-ISJ VMS \IJorkstation Install c::\tion
:.t 38()
C2727-L
1
(QZD05-UZ] DECnet Full Function SublicenSE'
for MicroVAX II
:.t 2,535
MCDONNELL DOUGLAS CORPORATION
AGREEMENT
72160
PAGE~OF~PAGES
II. CONFIGURATION/PRICING (CONTINUED)
10DEL NO. QTY.
DESCRIPTION
PRICE
C2727-M
1
DECnet Full Function Media and Documentation
Includes:
[QZD05-H5] Media and Documentation
[QZD05-85] 90 Days Basic Maintenance
:t 1,173
1 [QZD05-I5] DECnet Full Function Installation
C2750-L
1
[QZZCE-UZJ LAVC Sublicense for MicroVAXII
$ 1 , 500
$ 1,900
:t 602
C2750-M
1
LAVC Media and Documentation Includes:
[QZZCE-H5] Media and Documentation
[QZZCE-35] 90 Days Self Maintenance
)C2750-IN
1
[QZZCE-I5] LAVC Installation
:t
380
1-330
3
VAXStation 2000 [VS460-EA]
1911 Color Monitor
6MB Memory
Disk Controller
Interface to Keyboard, Mouse, Printer,
and Modem
ThinWire Ethernet Controller
T-Connector and (2) Terminators
VMS 1-2 User License (Q8001-CZ)
DECnet End-Node License (Q8DO~-UZ)
VMS LaJorkstati on Li cense (Q8A96-UZ)
LAVe License (Q8ZCE-UZ)
[LK201-LA] Keyboard
[VSXXX-AA] Mouse
:t 4 1 , 700
DC2491 1 [DESTA-AAJ Thin ltJ ire Ethernet Ad.3pter :t 27~
DC2486 1 [BNE3M-05J Teflon Transcv Cable, St. (16.'1') :t 12(
DC2492 3 [H8223J Thin Wire T-Connector :t 4~
DC2497 1 [H8243-A] Thin-Wire (PVC) Ethernet CubIC? :t 20(
(1,000 feet)
MCDONNELL DOUGLAS CORPORATION
AGREEMENT 72160 PAGE~OF~PAGES
III. CONFIGURATION/PRICING (CONTINUED)
~IODEL .NO. QTY.
r-I-DTC9148
1
iPL2166
1
ICB2004
1
6DS210
3
GD5235
3
'-1- t-1 F' l< G 2
1
DESCRIPTION
_PHICE
CAD Digi tizing Tablet (36" :.: '1-8") and
processor including:
High Accuracy Option
Power Digitizing Base
Cursor Puck - 16 Button
Interface Cable
RS232 Single Port <DCE)
$ 6,60l:
CALCOMP 10446T Vector Plotter,
24 ips Pen Speed, .0005 inch
ReSOlution, A - E Size Cut Sheet,
Continuous Roll Maximum 120',
including:
Built-in PM w/ RS232 Interface
8 Pen Turret
Joystick
Intelligent Controller
Premium Pen Kit
:$ 14,40C
One 100' ,..1 a 1 e/Femal e Str ai ght llJi r- i ng Cab 1 e,
FCC Compliant
:t
B(
Graphics Design System (GDS)
License for One Concurrent
Design Station or Workstation
for each of 1st through 4th
Licenses in Contract Year
$ 60,OOC
Area Management System License for
One Concurrent Design Station or
Workstation for each of 1st
through 4th Licenses in Contract Year.
:t 6, OO(
Architectural Package including:
Architectural Starter Lit (ASk)
Architectural Application Menu
and Software (M-MARC)
Mechanical Application t-1enu
and Software (M-MMEC)
Structural Application Menu
and Software (M-MSTR)
EI ectr i cal App 1 i cat ion t1C?nu
and Software (M-MELE)
6DS Facilities Library
Specification Interface
$ 4 , (H) (
MCDONNELL DOUGLAS CORPORATION
AGREEMENT
72160
PAGE~QF~PAGES
III. CONFIGURATION/PRICING (CONTINUED)
t'10DEL NO. QTY.
M-PDCI04X 1
[I"IT -GDS 1 2
'MT-GDS3E 1
if'1 I NST 1 1
I
fi"lI NS T 6
I
i
I
! 1'v'M I C2-GSP
I
I
DESCRIPTION
Plotter Despooler Software for
CALCOMP 104X Plotter
Initial GDS Training - 5 Days
Extended GOS-Area Management System
(At1S) - 2 Days
Installation of a MicraVAX based System
includes:
"'1g~E install at i on of sof t~&Jare ~.nd hardl'Jar"e
- Nan-DEC Vendor hardl~are install at i UI t
3
PF\ I CE
$ 1 , 000
$ 2,400
:t 480
$ 2,500
Install ati on of a Node in a Local Ar-ea :$ 1 ,500
VAXCluster at the same location including:
- M~<E Appl icati on System Veri f i cati on
1
CAD Support Package for DEC MicroVAX II $ 8,000
including:
T r a i n i n g C I ass e sat an t'1 ~~ E T r <3 i n i n 9 F u c i I i. t y
One Initial GDS Class
One Advanced GDS Class
One E>: ecut i ve Overvi E:'~" or I mp I ement C1 t ion
Planning Class
Three Days On-Si te GDS System "drni ni stlro.ti on
Training
Diagnostic Modem
Freight
90 Days Non-DEC Hard"Jaro t'1o.itl+":c'rlc~ncc
System Support and 90 Days SofttaJ2re t-1ai ntenJrJce
TOTAL SYSTEM COST
$207,728
MCDONNELL DOUGLAS CORPORATION
AGREEMENT 72160 PAGE~OF~AGES
MONTHLY SOFTWARE MAINTENANCE FEE<S)
DEL NO.
DESCRIPTION
!'10~.rrHt~.Y FEES
8210
Graphics Design System (GDS)
liS235
I
I
r,..lPKG2
I
~F'DC 1 04 X
Area Management System (AMS)
Architectural Package
Plotter Despooler Software
:t600
:t 60
:t 20
:1-: 20
MCDONNELL DOUGLAS ARCHITECTURAL, ENGINEERING
& CONSTRUCTION SYSTEMS COMPANY
AGREEMENT 72160
1 2
PAGE _ OF _ PAGES
APPENDIX B
GDS PRODUCT DESCRIPTION
G~aphlcs Design System (GDS)
The Graphics Design System (OOS) Is an Inte~actlve 9~aphlcs compute~ p~og~am designed to p~ovlde modelling and pro-
duction of two-dimensional drawings. ODS can be used to aid the wo~k of a d~aftsman thrOUgh the reception, storage,
..nlpulatlon, analysts, and reports on data related to two-dimensional d~awlngs.
ODS consists of software modules which support file administration, window definition, graphical Input and edftfng,
..nu creation, data output, and extension modules which suppo~t Object editing, block editing, llnestyl. definitions,
and character style definition.
Optional Modules (These optlonalllodules are provided If lfsted In Appendix A)
A. GDS Modules
3-0 Visualization
The 3-D Visualization module transforms two-dimenSional drawings Into th~ee-dlmenslonal views and p~ojects them
as any two- or three-point perspective, Isomet~lc o~ 8xonomet~lc view - with or without hfdden lines. Comp~e-
henslv. data transferred from GDS becomes a three-dimensional model with opaque planes By using GOS multlplot
capabilities, any 3-D generated view can be Included In tWO-dimensional drawings for editing.
Solids and Colo~ Shadtng (SCS)
ODS Solids and Color Shading generates complex three-dimensional models from existing two-dimenSional drawings
and also creates the three-dimensional 1I0del Itself. The user may choose from a multitude of colo~ schemes to
shade In the planes, adjust the angle and Intensity of directional lighting and set ambient lighting levels. SCS
permits one to view the model from any angle or distance and rotate or zoom to take a closer look. The use of
ODS Solids and Color Shading enhances presentations In three dimensions In true color.
A~chttectu~al Site Modelle~ (ASM)
Architectural Site Modeller Is a surface modelling tool for preliminary site la~~t. ASM will accept random spot
heights and create a 3D .odel of the surface. The triangular surface may be contoured at a use~ defined Inter-
val. Several surfaces may be sto~ed within ASM which allows the use~ to calculate both cut and fill quantities
of the surfaces. Because ASM Is an Interactive module within GOS, It allows the use~ to access GOS commands
within the IIlOdeller. ASM generated graphics can be further enhanced by passing then directly Into the SCS module.
A~chitectu~al Rende~ing Tool (ART)
The Architectural Rendering Tool .llows the user to paint over a GOS hardllne drawing using a va~iety of dlffe~-
.nt brush strokes and calligraphy-like techniques. Using the pen stylus or puck, ART copies textures and pat-
terns and Simultaneously displays 256 colors from a palette of 16 million. ART changes hue, light Intensity and
saturation of any color and has a variety of text fonts.
Space Planning System (SPS)
The Space Planning System comprehensively addresses the entire range of space planning actlvltles_ SPS has
special -Interactive graphic shading methods to develop floor layouts during programming. SPS also evaluates a
facility's needs for a .eve tn an existing building.
A~ea Management System (AMS)
AMS provides the tools needed to create and manage projects reqUiring la~ge contiguous d~awlngs, such as mapping,
civil engineering, architectural and facilities projects. A gazettee~ function automatically locates and dis-
plays drawing segments based on location Identifiers and Includes an automated edge matching capability.
Mac~o Basic (XBASIC)
The KBASIC Programming Module enables the use~ with some programming knowledge to write BASIC routines to expand
and Customize the functional application of GOS.
Exte~nal Prog~am Inte~face (EPI)
The EPI Module allows the user to customize the ODS Data Base with prog~ams that are external to GOS which are
written In Fortran, Pascal and C.
MCDONNELL DOUGLAS ARCHITECTURAL, ENGINEERING
& CONSTRUCTION SYSTEMS COMPANY
AllREEMENT
72160
PAGE ~ OF
2
PAGES
APPENDIX B
GDS PRODUCT DESCRIPTION
(Cont lnued)
I. Integrated Modules
Duct Des t gner
Duct Designer sizes and drafts Heating, Ventilation and Air Conditioning ductwork systems. The duct sizing
process uses the equal friction Method or the constant velocity method. A library of HVAC diffusers and duct
f I ttt ngs for round and rectangu 1 ar duct are I nc 1 uded .
Structural Destgner
Structural Designer assists In developing floor framing plans and In automatic generation of elevations from
series of floors. It can develop and superimpose structural grid over the architectural floor plan; layout col-
umns, primary beams and horizontal braclngs on the floor plan; assign sizes to columns, beams and bracing mem-
bers; and copy typically designed floor to other floors. It can generate structural model data for Input to MDC
STRUDL which Includes uolnt lOs, ~olnt Coordinates, Member Incidences and member properties.
Ctvtl Integratton
Civil Integration software Is a package of menus, macros, and programs allowing the transfer of data between the
MDC COGO/ROADS and GDS software packages. This software enhances the ability to create and manipulate geometric
and terrain data In the GOS Interactive graphic environment, transfers the data to COGO/ROADS for design and
analysis, and retrieves drawings prOduced by COGO/ROADS for the GDS drafting of final documentation.
C. Utt l' ty Modules
Archttectural Pak (PAK)
Architectural Pak consists of five distinct Items Including Application Menu, Architectural Starter Kit, Archi-
tectural Road Map, Facilities library and Specification Interface. Application Menus provide architectural,
electrical, mechanical' structural libraries. Architectural Starter Kit provides a new user a controlled en-
vironment with pre-defined guidelines for getting a project started. Archltectvral Road Map helps setup naming
conventions, drawing file structure, dimension parameters and system management <'types for Implementing a new
system. Facilities Library provides a library of 2-0 plan Objects of furnitUre, equipment & planning grids for
development of a project. Specification Interface provides XBASIC subroutines to Scan drawings to report If
objects have or do not have a specification code number associated to them. If not, the routine allows the
designer to specify a number.
BIFSIF Translator (BIFSIF)
IIFSIF translator converts Binary Interface (BIF) files to/from Intergraph Standard Interface Files (SIF).
Autocad/GDS Translator
Autocad/GOS translator converts drawings from Autocad DXF format to GDS Binary Interface format.
Intermedtate Plot Ftle (IPF)
IPF to GDS Translator - IPF to GDS Translator Is a computer program which supports the translation of IPF format
to OOS Intermediate Plot Code (IPC) format.
AEC/LINK PC
AEC/LINK PC Is a software program that resides on an IBM PC and transfers files from the PC to a VAX or PRIME
host with AEC/LINK.
Matertal To Be Provtded
GDS Reference Manual (1 copy)
GDS Symbol Library Manual (1 copy)
GDS Command Manual (1 copy)
GaS Training Manual (1 copy)
A~~ 4 D4 4 taftft e~\
MCDONNEll DOUGLAS ARCHITECTURAL, ENGINEERING
& CONSTRUCTION SYSTEMS COMPANY
SERVICE AGREEMENT
72160
1 1
PAGE _ Of _ PAGES
APPENDIX C
SAMPLE NON-DISCLOSURE AGREEMENT
(CUstomer) hereby agrees to make available to __(Name of subcontractor or
Customer wholly owned sUbsidiary (.SUB.))__ software which Is owned by McDonnell Douglas Corporation (MaC) or owned by a
third party and licensed to MDC, and Is licensed or sublicensed to (Customer)
(hereinafter called the .Software-) for the sole purpose of processing the work of (Customer)
Software: (Description of Software)
~oglc diagrams and documentation.
SUB hereby agrees to the following usa98 restrictions:
Including but not 11.lted to flowcharts,
1. The Software wi 11 be used solely for the purpose of process Ing the work of
(Customer)
2. SUB will not copy or duplicate all or any portion of the Software; however, SUB may copy printed material associated
therewith as reasonably necessary to support Its processing obligations hereunder.
3. SUB will not disclose or deliver all or any portion of the Software to any third party or permit any third party to
Inspect, copy or duplicate same.
. . SUB will not remove the Software from the prem I ees of
(Customer)
6. SUB will take appropriate action by Instruction, agreement or otherwise with Its employees to satisfy Its obligations
under this Agreement with respect to use and security of the Software.
this Agreement .sy be terminated by either party at any time with advance written notice.
The parties hereto understand that a copy of this Agreement will be provided to MDC.
In Witness Whereof, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.
(Customer nall'l8)
(SUB)
Signature
Signature
Name
Name
Title
Title
Date
Date
AEC 1.C1 (JAN 86)
MCDONNELL DOUGLAS ARCHITECTURAL, ENGINEERING
& CONSTRUCTION SYSTEMS COMPANY
AGREEMENT
72160
1 1
PAGE _ OF _ PAGES
APPENDIX D
SUBLICENSE AGREEMENT
FOR DIGITAL EQUIPMENT CORPORATION
SOFTWARE PROGRAM BINARIES
McDonnell Douglas Architectural, Engineering' Construction Systems Company, an unincorporated bus lness unit of MCDONNELL
DOUGLAS CORPORATION ('LICENSEE') and
City of San Bernardino
('SUBLICENSEE') located at
300 North "D" Street San Bernardino. CA 92418
have entered I nto a pr I nc I pa 1 agre8lll8nt (. AGREEMENT I) No. 72 160
dated
calling
for the acquisition of certain equipment and software from LICENSEE.
Allor a portion of the software Is Subject to a license granted by Digital Equipment Corporation (eDlgltal.).
Under the terms of the Original Equipment Manufacturer's (OEM) Agreement between DIGITAL AND LICENSEE, LICENSEE Is
authorized to approve Sublicense Agreements to End-Users of DIGITAL Software Progra. Binaries. Accordingly. DIGITAL
agrees to grant and SUBLICENSEE agrees to accept a Sublicense in accordance with the following terms and conditions.
Serial No.
MicroVAX II, VAXstation
To be supplied 2000
Software Product(s) V~IS, ~IS Workstation , DECnet t
LAVC
CPU Type
We therefore agree tha t :
ea) All binary software, Including any subsequent updates, and any part thereof acquired pursuant to these license terms
and conditions ('SOFTWARE') Is licensed only for use on the single CPU transferred by licensee to Sublicensee on
which the Software is first Installed and may be copied, In whole or in part (with the proper Inclusion of the
DIGITAL copyright notice and any DIGITAL proprietary notices on the Software) only for use on that CPU. The Soft-
ware may be used on another single CPU only on a temporary basis during a malfunction of the original CPU which
causes the Software to be lnoperab le.
(b) No title to or ownership of the Software Is transferred to Sublicensee, and it remains the proprietary property of
DIGITAL.
(c) Sublicensee shall not provide or otherwise make available the Software to any othe~.party (except Sublicensee's
employees or agents directly concerned with Sublicensee's licensed use of the Software).
(d) DIGITAL may terminate all Software sublicenses and rights granted hereunder and require return of the Software if
the Sublicensee falls to comply with any of these sublicense terms and conditions.
(e) DIGITAL shall have the right to enforce these terms against Sublicensee.
8y:
8y:
SUBLICENSEE:
Cit
d Signature
Typed:
Tit ,.:
Mavor Pro Tempore
Tit 18:
~Ianager, ~out~west Terri tory
~ tf/-7
Date:
Date:
AEC 1.01 ("'AN 86)
APPENOIX E
AGREEMENT ALTERATIONS
NOTE: In this Appendix, the term "City" shall have the same meaning as
"Customer".
1. Notwithstanding the provisions of Article 2, "Payment Terms", payment
for the initial system configuration to be delivered under this Agreement
will be in accordance with the following schedule:
Payment Terms for Initial System Confi2uration - In consideration of
supplying the items identified in Appendix A of this Agreement, the
City shall pay HOC the sum of $207,728 plus applicable taxes as
described in Article l.(b) above. Fifty percent (50%) of the contract
price for each item will be invoiced upon delivery to the City. The
remaining fifty percent (50%) will be invoiced upon successful
completion of the Acceptance Test as defined below.
All payments will be due within thirty (30) days from the date of
invoice.
Payment for additional items ordered subsequent to the initial system
configuration order will be in accordance with Article 2 of this
Agreement.
2. Notwithstanding the terms of Article 3, the initial system
configuration to be delivered under this Agreement shall be subject to
Acceptance Testing in accordance with the following:
Acceptance Testin2
a) HOC shall install the hardware and operating system software and
perform its standard installation and checkout tests. Upon completion
of these tests, HOC will install its application software and
demonstrate that the total system is functionally operational. HOC
shall then notify the City that the system is ready for acceptance
testing. The City shall initiate acceptance testing promptly after
receiving HOC's notification.
b) The acceptance test shall consist of a demonstration that the
hardware and operating system software meet a specified standard of
performance. This standard of performance shall be met by operation
at a ninety percent (90%) effectiveness level (as defined below) for a
period of fifteen (15) consecutive calendar days. The acceptance test
for the application software shall consist of running the system with
a variety of the City's actual or simulated data for a period of
fifteen (15) consecutive calendar days to demonstrate that the
software is capable of operating in accordance with user documentation
provided by HOC and as represented by HOC in Section III of its
proposal to the City dated 16 June 1987. The application software
documentation will also be examined for conformance to HOC's proposal.
c) In the event the system fails to meet the criteria identified in
paragraph b) above during the initial fifteen (15) consecutive days,
its performance period shall continue on a day-to-day basis until the
criteria are met for a total of fifteen (15) consecutive days.
d) The effectiveness level for the hardware and operating system
software shall be computed by dividing the operational availability
time of the system by the sum of that time plus failure downtime.
e) System failure downtime is defined as the accumulated time during
which the system is inoperable due to product failure. Downtime for
each incident during the performance period shall be measured from the
time MDC is notified of product failure until the applicable product
is returned to the City in proper operating condition, exclusive of
actual travel time required by maintenance personnel, but in no event
shall such travel time be calculated in excess of four (4) hours per
day on the day such maintenance service is requested. Systems failure
downtime shall not include any downtime that is due to City's failure
or City employee error to maintain its site's environmental
conditions, or to operator error.
f) Operational use time and system failure downtime shall be measured
in hours and whole minutes or the decimal equivalents thereof.
g) City shall maintain appropriate daily records to satisfy the
requirements of this section, and shall notify HDC in writing of the
date of the first day of a successful performance period.
h) In the event the system fails to meet the acceptance criteria as
defined above within sixty (60) days after HOC's insta~lation
notification, then City may, as its sole and exclusive ~emedy, reject
the system, in which event all funds paid by the City will be refunded
and all hardware and software shall be returned to HOC and no other
obligation will flow under this agreement.
i) City shall promptly notify MDC in writing upon successful
completion of the acceptance testing. Failure by the City to reject
the system within sixty (60) days after HOC's installation
notification shall constitute acceptance. In no event shall use of
any product by City, for business, revenue or any other purpose during
any phase of acceptance testing, constitute acceptance of any product.
3. Add the following to the first paragraph of Article 4, "Warranty and
Disclaimer":
Further, HDC warrants that the system configuration as provided will
store 250 of the drawings attached to this Appendix. Should the
system not store this many drawings, HOC will, upon City's request,
install additional hardware, at no cost to the City, in order to bring
the system to the storage level required. This warranty is predicated
upon proper drawing format and entry in accordance with user
documentation provided by HDC, and upon use of the same hardware
operating system provided with the initial system configuration.
4. The following sentence is added to Article 13, "General", the sixth
paragraph dealing with excusable delays:
MDC shall use its best efforts to give City notice of the presence of
any such cause or condition promptly after MOC becomes aware of the
existence of same.
5. The following changes are made to Article 6, "Application Software
Maintenance":
a) In paragraph a), add the following to the end of the third
sentence, which begins "Customer shall provide. fl.
". . ., consistent with the City's Oata Processing Department's
security policies."
b) In paragraph b), add the following in the first sentence, after the
words ". . .machine-readable copy":
fl. . .(i.e. magnetic tape) . .
"
c) In paragraph c), add the following to the last sentence:
fl. . . in conformity with the City's security practices."
6. The following provision is made a part of this Agreement:
The GOS application software provided by HDC contains the capability
to create ASCII data files containing all information in the GDS Data
Base. Should the City wish to convert data developed ;.lIith the system
acquired hereunder to another system, and should such conversion not
be possible by creating ASCII files, MOC will license the City, at its
then-current rates and standard terms and conditions, such conversion
software program(s) as it has available. HOC will also, subject to
availability of personnel, provide conversion support at its
then-current time and material rates and standard terms and
conditions.
7. The following provision is made a part of this Agreement:
Upon request by the City, MOC will, subject to availability of
personnel, provide software consultation or programming support at its
then-current time and material rates and standard terms and
conditions.
8. The following provisions are made a part of this Agreement:
Facilities - During the course of this Agreement, City shall provide
MDC's personnel with adequate work space for technicians and other
related facilities as may be required by MOC to carry out its
obligations enumerated herein.
Additional City Responsibilities -
a. City shall obtain at its expense all government and other permits
and licenses required for installation and operation of the
system, and MDC shall cooperate with the City's efforts to secure
same whenever reasonably required.
b. City will provide space, power, environmental control and
operating environment as defined by the hardware manufacturer's
published specifications. This includes conduits or raceways for
terminal cables.
c. City will make available system computer time as requested by MDC
for the development, testing and maintenance of computer aided
design systems for use by the City.
d. City will designate a Project Manager who will be the single
point of contact for MDC and who will be responsible for
coordinating in a timely manner the efforts of the City. The
Project Manager will be available during normal business hours
for consultation.
e. City will make available all necessary supplies such as paper and
magnetic tape. City shall provide all lines and modems. City
shall provide all equipment and software (if any) on all external
systems interfacing to the CAD system.
f. In addition, the City is responsible for making available
personnel knowledgeable on the external systems during the
project as required for MDC to meet its contractu~l requirements.
g. City shall provide space and mounting equipment such as tables,
etc., for the installation of all CRTs, printers, modems, etc.
Clarification Procedures - The City shall have a maximum of fifteen
(15) calendar days from the receipt of written correspondence from MDC
in which to respond in writing to: a proposed solution requiring a
written response from the City. If the City believes the contents of
such correspondence do not conform to the requirements of this
Agreement or otherwise disagrees with such correspondence, it ~hall so
notify MDC in writing within the above stated fifteen (15) days,
define in detail such non-acceptance. In the event the City finds the
content of the correspondence conforming to the requirements of this
Agreement, it shall within the above stated fifteen (15) days, notify
MDC in writing of this fact, and such notification shall constitute
final acceptance of the proposed solutions. Should the City fail to
respond within fifteen (15) days, said solution shall be deemed
accepted.
9. The following provision is made a part of this Agreement:
Covenant Against Contingent Fees - HDC warrants that no person or
selling agency has been employed or retained to solicit or secure this
Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies
maintained by MDC for the purpose of securing business. For breach of
this warranty, City shall have the right to terminate this Agreement
or, at its sole discretion, to deduct from the Agreement price or
consideration, or otherwise recover, the full amount of such
commission, percentage, brokerage, or contingent fee.
10. Add the following to Article 9, "Indemnity":
MDC shall indemnify and save harmless the City, its officers, agents,
and employees of and from any and all claims and demands from or on
account of any personal injury or damage to tangible property arising
directly from the sole negligence or wilful misconduct of MDC
employees while on City premises.
MDC shall defend the City, its officers, agents, and ~mployees and pay
any and all penalties or fines imposed upon the City, its officers,
agents, and employees on account of HDC's violation of any applicable
law, regulation, or permit, provided that City (i) provides MDC prompt
written notice of such claim within two (2) years from the date of
this Agreement; (ii) gives MDC sole authority to defend or settle the
claim, and; (iii) provides reasonable cooperation and assistance in
connection thereto.
11. The following provisions are made a part of this Agreement:
ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAYS. MDC shall comply with
Title VI of the Civil Rights Act of 1964, as amended, to the end that
no person shall, on the grounds of race, creed, color, sex or national
origin be excluded from participation in, be denied the benefits of,
or be otherwise subjected to discrimination under this Agreement or
under any project, program or activity supported by this Agreement.
WORKER'S COMPENSATION. MDC certifies that it is aware of the
provisions of the Labor Code of the State of California which require
every employer to be insured against liability for worker's
compensation or to undertake self-insurance in accordance with the
provisions of that Code, and certifies that it will comply with such
provisions and will provide proof of such compliance upon request by
City.
INSURANCE. Upon request by the City, HDC shall provide proof of
comprehensive general liability insurance (including automobile) and
professional liability insurance, and name City as an additional
insured in an amount equal to or greater that the total consideration
set forth in Appendix A of this Agreement.
12. In Article 13, "General", make the following changes to the last
paragraph:
a) Change "Missouri" to read "California".
b) Add "Any legal action hereunder shall be tried in a court of
competent jurisdiction sitting in the State of California."
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