HomeMy WebLinkAboutELECTRICAL CAD TECHNOLOGIES 1
AGREEMENT TERMINATION
Please complete this form when the attached agreement is no longer in effect.
Return form to the Sr. Deputy Clerk of the Council (M-30). Ca11647-5238 if you have any
questions.
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was completed on Z~ 2 $(O \~ ,and final payment has been made.
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Date: '3~q (d 5
City of Santa Ana
Revised 8-7-03 Clerk of the Council
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THIS AGREEMENT, made and entered into this /-J day of fJ2a:!/7-6cQ, 2004 by
and between Electrical CAD Technologies, G.P., a Wisconsin based Company (hereinafter
"Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and
existing under the Constitution and laws of the State of Cali fomi a (hereinafter "City").
RECITALS
A. The City Council has authorized the City Manager to enter into contracts for
professional or specialized services if the mandates of Santa Ana Municipal Code
Article 7 have been met.
B. Contractor is the developer or distributor of software products.
C. City is part of and provides information technology services to the various City
departments, offices, and programs.
D. City is interested in Contractor's software and services, and specifically interested
in Promise Professional Suite (commonly referred to as "Professional Suite") for the
purposes of computer aided engineering.
E. City desires to obtain a license from Contractor to use the software and obtain
software maintenance from Contractor.
F. The following Exhibits and Schedules are attached to and incorporated by
reference into this Agreement:
EXHIBIT l---"Standalone Quotation" which contains: Software Description,
Specifications, and Documentation, Scope of Services, Fees and Payment Terms, Delivery
Schedule, Equipment Specifications
EXHIBIT 2---Maintenance and Support
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. DEFINITIONS
(a) "Acceptance" means City's determination that the Software has met the requirements ofthe
Acceptance Test specified herein.
(b) "Equipment" means the hardware and other equipment specified in EXHIBIT 1.
(c) "Software" "Software" means the elements of ECT's promisoe@ electrical CAD object code
application software any add-on software specified in the accompanying Packing Slip,
which, by this reference is incorporated herein. "Documentation" means the associated
documentation as generally released by ECT from time to time for use with the Software.
(d) "Property" means the Software, Documentation, and associated trademarks and copyright
materials.
2. SCOPE OF SERVICES
Contractor agrees to perform the services ("Services") specified in EXHIBIT 1 attached to this
Agreement and incorporated herein by reference. Contractor shall designate an individual who
shall be responsible for communications with the City for the duration of this Agreement.
3. TIME OF PERFORMANCE
Contractor's software and services shall begin the day P.O is issued and continue for I year and
shall be delivered and completed in accord with EXHIBIT 1.
4. COMPENSATION AND METHOD OF PAYMENT
Contractor's software and services shall begin the day P.O is issued and continue for I year and
shall be delivered and completed in accord with EXHIBIT 1.
5. SOFTWARE SPECIFICATIONS AND DOCUMENTATION
The Software is described in the specifications (the "Software "Specifications") attached to this
Agreement as EXHIBIT 1, Software Description and Documentation.
6. EQUIPMENT SPECIFICATIONS
Contractor's equipment specifications are attached to this Agreement as EXHIBIT 1, Equipment
Specifications. Contractor warrants that the Software will be compatible with and function with
the Equipment specified in EXHIBIT 1.
7.
GRANT AND SCOPE OF LICENSES
A. Licensed Software
(I) Promise Professional Suite ("Licensed Software"). Subject to the terms and
conditions contained in this Section 7, Contractor hereby grants to City a non-transferable, non-
assignable, non-exclusive, perpetual license to internally use the Licensed Software at City's
designated site, by I user.
(2) Scope of Use. Any use of the Licensed Software by a third party who is not an
employee of City shall require the written approval of Contractor. Contractor, at its sole
discretion, may require such third party to execute appropriate licensing agreements as
Contractor deems necessary.
(3) Ifthere is a disaster or other emergency that requires the temporary use of the
Software on computers or equipment owned by third parties outside the scope of this license, the
City or such third parties may use the Software on such other computers or equipment at a City
site or at a site owned by a third party, including "hot-sites" operated by City's disaster recovery
vendors. "Hot-sites means copies ofthe Software which (I) are loaded, together with any
corresponding data, onto the applicable system to provide backup and (2) which shall not be used
by City at the same time as the original Software.
(4) The software is proprietary to ECT and others. Unauthorized copying, reverse
engineering, decompiling, disassembling, and creating derivative works based on the software are
prohibited. ECT AND OTHERS RETAIN OWNERSHIP AND TITLE TO THE PROPERTY.
LICENSEE MAY NOT MODIFY OR ENHANCE THE SOFTWARE WITHOUT ECT'S
PRIOR WRITTEN APPROVAL, AND ANY SUCH MODIFICATIONS OR
ENHANCEMENTS SHALL BE CONSIDERED THE SOLE PROPERTY OF ECT.
(5) LICENSEE shall have the right, not withstanding the limitation in section 2.1 above,
without additional charge but only with ECT's prior written approval which will not be
unreasonably withheld, to transfer use of the Property from the Location to such other location in
the United States as is an operational location of LICENSEE or entity of which LICENSEE owns
a majority and controlling interest, for use on an ECT approved computer system.
(6) LICENSEE has the right to replacement software at minimal charge iflost or damaged,
or to install the Software on another ECT approved computer system for the purpose of Disaster
Recovery testing or actual production usage in the actual occurrence and duration of a disaster.
8.
SOFTWARE WARRANTY.
(I) Contractor warrants that the Licensed Software and Customized Software accepted
by the City will substantially conform to the applicable System Design Specification or the
substantially equivalent requirements specifications as they may then be referred to. Each and
every deliverable shall be provided in a manner consistent with good commercial practice, free
from defects in material and workmanship, and shall conform to the specifications and
functional, performance, and reliability requirements as set forth in the Work plan and as
otherwise mutually agreed to by the City and Contractor.
(2) Documentation Warranties. Contractor warrants that any deliverable consisting of
Documentation of a software or hardware deliverable will accurately reflect the operation of said
software or hardware deliverable and will enable the City to use, modify, and maintain the
Licensed Software and Custom Software.
(3) Protection Against Computer Viruses. Contractor understands the importance to the
City of protecting all of its machine-readable data and information from all forms of surreptitious
or malicious code, including computer viruses. Contractor shall adopt all current versions of all
industry standard testing procedures designed to test for and exclude such surreptitious or
malicious code from releases ofthe Licensed Software and Custom Software and all other
software delivered by Contractor to the City in the expectation that such software shall be used in
connection with any of the City's computer systems. Contractor warrants that the Licensed
Software and Custom Software and any other software shall be free from any back door, time
bomb, drop dead-devise, or other software routing designed to disable a computer program
automatically with the passage oftime or under the positive control of persons other than the
City's personnel.
(4) Warranty of Rights. Contractor warrants that it owns and possesses all rights and
interests in the Licensed Software necessary to enter into this Agreement, and has the authority to
convey and grant the licenses granted by this Agreement. Contractor shall indemnify and hold
City, its City Council, its agents and employees harmless from any loss, damage, or liability for
infringement or violation of any United States patent right or copyright, trade secret or other
proprietary or intellectual property rights of any third party with respect to the use of the
Licensed Software delivered hereunder.
(5) During the 90 day warranty period, and notwithstanding any other default procedures
herein, LICENSEE's exclusive remedy and ECT's sole obligation, in the event the Software does
not conform to the above warranty and LICENSEE notifies ECT in writing during such period
specifying the non-conformance, shall be to take reasonable steps to correct or repair the non-
conformance; or deliver replacement Software that so performs functionally in accordance with
the Documentation: or refund LICENSEE's paid License fees and applicable taxes pro rata in
proportion to the remaining term of the License.
(6) Notwithstanding the above limitations, ECT will hold LICENSEE harmless from and
defend or provide defense for, any claims or actions brought against LICENSEE to the extent that
it is solely based on a claim that the Software provided pursuant to this License and used for the
purpose and in the manner set forth in this Agreement, infringe on any valid U.S. patent or
copyright held by any person or entity, so long as LICENSEE promptly informs ECT in writing,
turns over defense, and fully cooperates with ECT with respect to such claim.
(7) EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTON, ECT SHALL NOT BE
LIABLE FOR ANY DIRECT COSTS OR DAMAGES, AND IN NO EVENT SHALL ECT BE
LIABLE FOR LOST PROFITS OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES CAUSED BY THE DELIVERY, USE, OR PERFORMANCE
OF THE SOFTWARE OR DOCUMENTATION EVEN THOUGH THE PARTIES MAYBE
AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
9. FEES.
The total and complete one-time license fee for the Licensed Software is $8,619.25, payable as
follows within 30 days of Software shipment, in accordance with the price set forth in Licensee's
P.O. referenced in the Packing Slip.
The license fee for the Licensed Software permits use by number I user:
The annual maintenance fees for the Licensed Software shall be $1,124.25 annually and said
price shall remain in effect for all subsequent year as renewed by the parties. LICENSEE shall be
required to enter into and remain on a separate annual Maintenance Agreement in order to
continue to receive Software updates and technical support for the Software. If annual
Maintenance terminates for any reason, ECT shall bear no responsibility to supply assistance to
LICENSEE in the updating or maintenance of the Software. If LICENSEE has continuously
purchased annual Maintenance, ECT will offer maintenance for a licensed version of the
Software for at least a period of one full year from the generally available release of the next
version ofthe Software.
10.
MOST FAVORED CUSTOMER.
If Contractor's published or otherwise established price for any Software for its most favored,
similarly situated customers, is less than the price for such Software as set forth in this
Agreement at any time between the effective date ofthis Agreement and the date the Software is
accepted by City, then Contractor shall immediately notify City and the price for such Software
shall automatically be deemed to be reduced to the lowest such published or otherwise regularly
established price during such period. If any such reduction occurs after payment for the Software
by City. Contractor shall rebate the difference in price to City within thirty (30) days after the
change in price occurs.
11.
BANKRUPTCY.
All rights and licenses granted to City pursuant to this Agreement are, and shall be deemed to be,
for purposes of Section 265(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual
property" as defined under Section 101 ofthe U.S. Bankruptcy Code. In a bankruptcy or
insolvency proceeding involving Contractor, the parties agree that City, as licensee of such rights,
shall retain and fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and
the provisions thereof shall apply notwithstanding conflict of law principles. The parties further
agree that, in the event of the commencement of a bankruptcy or insolvency proceeding by or
against Contractor under the U.S. Bankruptcy Code, City shall be entitled to a complete duplicate
of any such intellectual property and all embodiments of such intellectual property to which City
would otherwise be entitled under this Agreement, and the same, if not already in City's
possession, shall be promptly delivered to City (a) upon any such commencement of a
bankruptcy proceeding upon written request therefore by City, unless Contractor elects to
continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a)
above, upon rejection ofthis Agreement by or on behalf of Contractor upon written request
therefore by City. If, in a bankruptcy or insolvency proceeding involving Contractor, the
provisions of the U.S. Bankruptcy Code referenced above are determined not to apply, City shall
nevertheless be entitled to no less than the protection offered by the provisions of the U.S.
Bankruptcy Code with respect to its entitlement to and rights to the use and possession of all
intellectual property to which City has been granted rights under this Agreement notwithstanding
the bankruptcy or insolvency of Contractor.
12.
NO DISRUPTION OF SOFTWARE
Contractor acknowledges that City is a provider of services to the public and residents ofthe City
of Santa Ana and that City's use ofthe Software will be vital to the business operations of City
and the health and safety of City's patients and that any unauthorized interruption of City's
business could result in substantial liability to City. In recognition of City's status as a provider
of such public services, Contractor warrants and represents that Contractor shall not at any time
during the term of this Agreement and thereafter render the Software unusable or inoperable, take
possession of the Software, and products, software, hardware, equipment or copies of Software
provided to City by Contractor or Contractor's sub Contractors or in any way deliberately take
actions to this Agreement limiting Contractor's liability. If Contractor takes any such actions.
Contractor shall be liable for and indemnify City for all liabilities, claims, losses, damages and
expenses, including without limitation, reasonable attorney's fees, arising from Contractor's
actions.
13.
INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent Contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all applicable
standards and regulations governing such services. Contractor shall pay all salaries and wages,
employer's social security taxes, unemployment insurance and similar taxes relating to employees
and shall be responsible for all applicable withholding taxes.
14.
INDEMNIFICATION
Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, Contractors, special counsel, and representatives from liability: (I) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Contractor or its Contractors, subContractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
15.
CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Contractor agrees that
it shall not use or disclose such information except in the performance ofthis Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include
all nonpublic information. Confidential information includes not only written information, but
also information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to
any information that (a) has been disclosed in publicly available sources; (b) is, through no fault
of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
16. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
17.
NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
Clerk ofthe City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Telefacsimile (714) 647-6956
With courtesy copies to:
Public Works
City of Santa Ana
20 Civic Center Plaza (M-5)
P.O. Box 1988
Santa Ana, California 92702
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
Telefacsimile (714) 647-6515
To Contractor:
ETC International Inc.
4100 N. Calhoun Rd., Suite A
Brookfield, WI 53005
Attn: Jeff Hughs
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address, If sent by mail, any notice, tender, demand, delivery, or other communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the
United States mail, duly registered or certified, with postage prepaid, and addressed as set forth
above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication
shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on
the transmission report issued by the transmitting facsimile machine, addressed as set forth
above. For purposes of calculating these time frames, weekends, federal, state, County or City
holidays shall be excluded.
17.
EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
18.
ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any ofthe services which are the subject to this
Agreement performed by City personnel or by other Contractors retained by City.
19. TERMINATION
(a) Termination for Breach. If Contractor breaches or violates any obligation, term, condition or
provision under this Agreement including, without limitation, failure to keep, observe or perform
any of the material covenants, terms or conditions of this Agreement or Purchase Order or of any
Exhibit or Schedule hereto, then City may, at its option: (i) withhold payment under this
Agreement, any Purchase Order or Change Notice until a date when the breach is cured, and/or
(ii) terminate all or any part ofthis Agreement, Purchase Order, Change Order or Amendment it
issues in whole or in part, upon notice to Contractor. In the event that City chooses option (i),
City shall notify Contractor and stipulate a period within which Contractor must cure the breach.
(b) Bankruptcy. Either party may immediately terminate this Agreement if (i) the other party files
a petition for bankruptcy or has filed against it an involuntary petition for bankruptcy which
remains undismissed for 60 days, (ii) a court has appointed a receiver, trustee, liquidator or
custodian of it or of all or a substantial part of the other party's property, (iii) the other party
becomes unable, or admits in writing its inability, to pay its debts generally as they mature, or
(iv) the other party makes a general assignment for the benefit of its or any of its creditors. (c)
Termination for Convenience by City. City may terminate this Agreement for any reason at any
time upon not less than ninety (90) days' prior written notice to Contractor. After the date of such
termination notice, Contractor shall not perform any further services or incur any further costs
claimed to be reimbursable under this Agreement, any Purchase Order or Change Notice without
the express prior written approval of City. As of the date oftermination, City shall pay to
Contractor all undisputed amounts then due and payable under this Agreement. (d) Transition
Services after termination. In connection with the expiration or other termination of this
Agreement or the expiration of this Agreement, Contractor may provide transition services as
requested by City. Such transition services shall be subject to the pricing described in an
applicable Blanker Purchase Order and/or Change Notice.
20.
GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws ofthe State of
California, without reference to its conflicts of laws principles. Any action or proceeding brought
to enforce the terms ofthis Agreement shall be brought in the courts of Alameda County,
Oakland, California and each party agrees to waive any objections to personal jurisdiction and
venue in the courts of Orange County, Santa Ana, California.
21.
CONSTRUCTION
(a) Except as provided in Section 15 (b) above, acceptance or acquiescence in a prior course of
dealing or a course of performance rendered under this Agreement or under any Purchase Order
shall not be relevant in determining the meaning of this Agreement even though the accepting or
acquiescing party has knowledge of the nature ofthe performance and opportunity for objection.
(b) The language in all parts of this Agreement and any Purchase Order shall in all cases be
construed in whole, according to its fair meaning, and not strictly for or against, either
Contractor, City regardless of the drafter of such part.
33. WAIVER
No covenant, term, or condition ofthis Agreement may be waived except by written consent of
the party against whom the waiver is claimed and the waiver of any term, covenant or condition
of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any
other term, covenant or condition of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
~-';-~ð
Patricia E. Healy .
Clerk ofthe Council
CITY OF SANTA ANA
~~
City Manager
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
I .
By: Michael Vigli a
Deputy City Attorney
CONTRACTOR
Electrical CAD Technologies, G.P.
4100 N. Calhoun Road, Suite A
Brookficld, WI 53005 /
~ .---~
J;¡mes GRoss,
xecutive Director
Public Works Agency
BY: Arthur Sawall
TITLE: President
Employer ID # 81-0654886
Exhibit 1
Professional Suite
Standalone Quotation
Requires no additional CAD Package
for City of Santa Ana
Presented to: Michael Vigliotta
Submit Purchase Orders to:
Electrical CAD Technologies, G.P.
4100 N. Calhoun Road Suite A
Brookfield, WI 53005-1378
262-781-1511 Fax 262-781-8411
Requires Microsoft WindoWS@ NT. 2000 or XP Operating System
Quotation for City of Santa Ana
Prepared for: Michael Vlgllotta
I Qty
Part #
. .
Description
NetPrice
1
1
10-SAPRO
700-AMSA
promis.e Professional Suite (Standalone Version 5.05)
Total Annual Maintenance Agreement
Total Software and Maintenance per seat
$7,495.00
$1.124.25
$8,619.25
Software will ship within two business days after receipt of order.
-The price of an Annual Maintenance Agreement is 15% of the published software list price and covers software
updates. enhancements and telephone support for one year from the purchase date. When the maintenance
agreement expires, it can be renewed for another year for the same price.
System Features Include:
ItI Cable Manager - a handy way to edit all cable text up to 50 attribute fields per cable for an entire project
ItI Graphical Terminal Plan drawing can be generated automatically
ItI Navigator function - move through the project from one occurrence of a device ID to the next
ItI Network compatible - full network versions available at no charge
ItI Automatic PLC schematic generator
ItI Point-to-Point Wire List generator with automatic wire label generation
ItI Termination Diagram Generator
ItI Fast schematic design
ItI Reai time (on-line) cross reference and control of all devices within and between pages
ItI Real time error checking across entire project
ItI Real time signal cross reference across entire project
ItI Automatic Generation of wire numbers (real time)
ItI Terminal auto-increment during multiple placement
ItI Ability to modify wire parameters by group
ItI Auto Device ID assignment including automotive device ID format-[Page Line #] [Device IDl [Sequential#l
ItI Copy & move functions update device ID's and cross-references automatically.
ItI Cut and paste routines: same page, same project and from project to project
ItI Command protection - all promisoe functions can be assigned to one of three security categories
ItI Assign part numbers to symbols (linked to database)
ItI Parent/child relationship of devices & symbols
ItI Single and 3 phase line generator
ItI JIC or IEC symbol library (available in either inch or metric)
ItI Allen-Bradley PLC Catalog standard (GE, Omron, Siemens, PLC Direct and more available)
ItI Cutler-Hammer,Allen Bradley, GE, Omron, Siemens, Schneider Catalogs & More
ItI Auto wire break & reconnect when placing, moving or deleting symbols
ItIText-on-drawing capability (insert lists on drawing pages)
ItIlmportlExport capability to most PLC Programming packages
ItIReplace connection point text with Programmable address in connection list -toggle option
1tI110 Device ID function - software will go through current drawing page and change the device IDs of
Symbol connected to the PLC symbol to match the 1/0 address to which it is attached
ItI Hydraulic and Pneumatic schematic capability (Optional)
(Hydraulic and Pneumatic libraries sold separately)
ItI Supports AutoCAD DWG and DXF file format
ItI All lists are ASCII output
Point-to-Point Wire List Features:
It! Wire List - generates a point-to-point wire list based on information in the schematic
It! Automatic Wire Label Generation (ExDortable to Labelina Machine)
I'
Database & Panel Layout Features Include:
611 Database in MS-Access format
611 Aliows storage of parts information in a database linked to schematic
611 Auto Generation of:
. Bili of Material
. Master parts List
. Purchase Order List
. Job Costing List
. Dimension List
611 Panel Layout - will automaticaliy present the user with a list of every item in the
drawing for which a part number has been assigned, user selects from the list and then positions the
Symbol on the layout page
. Automatic Panel Layout/Schematic comparison check
Polnt-to-Point Wire List Features:
611 Wire List - generates a point-to-point wire list based on information in the schematic
611 Automatic Wire Label Generation (Exportable to Labelina Machine)
PLC Schematic Genèrator Feature:
This program automaticaliy generates drawing of programmable logic controlier input/output connections based
on information imported from PLC program files, spreadsheets, etc.
Cable Manager
This handy software utility provides a easy way to edit ali cable text (up to 50 attribute fields per cable) for an entire
project in one place. It runs as a separate application from promls.e.
Termination Diagram Generator
611 Termination Diagram: The Termination Diagram Generator aliows users to produce graphical representations of
connection information quickly and accurately based on existing electrical schematic drawings. Termination diagrams
are an extremely useful form of documentation for electrical control systems. Because the diagram organizes
connection information quickly and accurately based on existing electrical schematic drawings. Termination diagrams
information in a graphical format, the data easier to visualize for instaliation and troubleshooting operations.
The Termination Diagram Generator routine for promisoe aliows the user to produce termination diagrams with the
appropriate symbols and connection information automaticaliy supplied by promisoe.
Terminal Block Plan Feature:
Terminal Pian Editor - user can view and edit this information in table format
Graphical Terminal Plan Drawings can be generated automaticaliy
Graphical Pin-Plug Plan Drawings can be generated automaticaliy
Cable List - can automaticaliy generate a list of ali cables in a given project
Field Wire Lists - This is a list of ali cables in project including descriptions and destinations
of each conductor within each cable. The list indicates which conductors have been used (assigned).
. -
Symbol Catalogs & Databases Included:
Catalogs: Alien Bradley - Inch or Metric, Cutler Hammer -Inch, General Electric - Inch, Omron - Inch, JIC - Inch or Metric
Control Logix - Inch. Schneider - Inch or Metric, Siemens, BS -6.17 (British Standard 617) PLC Direct
Parts Databases: ABB, Baldor. Brad Harrison, Bussman. Danfoss, JIC. klockner Moelier, Kolimorgen, MTE,
Pepperi-Fuchs, Schneider, Sick. TCP, Weidmulier, (Siemens - Metric Only)
t
Annual Maintenance Agreement
Software updates/enhancements:
On a periodic basis, software updates will be distributed. These updates are for delivering enhancements
to the promis'e product family and correcting any software problems.
Technical Support:
Technical support specialists provide telephone/faxlemail and web conferencing support for the promisoe
software customer in need of software usage assistance. This support is avaiiabie from 8:00 a.m. to
12:00 p.m. and 1 :OOpm to 5:00pm, Monday -Friday Central time. Also provides 24-Hour Web site access
to update files, support documents. and other material. The annual agreement allows the customer
to continue accessing this support.
Train¡¡;g&Support Options
Qty
Part #
Description
Net Price
Extended
800-AA
Application Assistance per day / plus expenses
promis.e Level Hraining (4 Y, days) Basic & Intermediate Training
at ECT International, Inc., Brookfield, WI.
$1,000.00
900- TL 1
900-TON
promis.e Onsite Training per day / plus expenses
$1,650.00
$2,000.00
ThiS written quotation Is valid for 30 days and shall be considered as offers by Electrical CAD Technologies, GP
Terms Net 30 Days, FOB Brookfield, Wisconsin. USA.
Date
Authorized Electrical CAD Technologies Representative
Exhibit 2
Electrical CAD Technologies. GP
Maintenance Agreement
This Maintenance Agreement (Agreement) is entered into by and between Electrical CAD Technologies. G.P. ("ECT") of
Brookfield, WI and the City of Santa Ana ("LICENSEE") who is also a licensee of the Software pursuant to a separate
Software License Agreement dated . Except as specifically modified herein, the definitions from the
License have the same meaning when used in this Agreement.
Effective Dates
The effective date of this Agreement commences as of the commencement date of the Licensee's Software License or the
anniversary thereof and covers a period of one year ("Term").
Maintenance Services Provided
ECT will provide the following Software maintenance SBlVices during the Term ("Maintenance"):
3.1 Software Updates:
3.1.1 Modifications: ECT may make periodic general release corrections or modifications to the Software and the Documentation
and will deliver copies of these to LICENSEE. Any changes in the operational or functional product descriptions in the
Documentation or the Software as a result of corrections or modifications replace the prior product descriptions in the
Documentation.
3.1.2 Enhancement: ECT may develop periodic enhancements to the Software and will make machine executable copies of all
such enhancements and copies of related Documentation changes available to LICENSEE during the period covered by this
agreement.
3.2 Documentation Updates: ECT shall provide changes to the Documentation and other published material related to the
Software during the maintenance period. These changes may take the form of inserts to previously issued material, newly
published manuals, or documents explaining changes in the current release of Software.
3.3 Telephone Consultation: ECT offers LICENSEE the telephone numbers of its Software technical specialists whom
LICENSEE may consult on questions or problems concerning Software during ECTs regular business hours. ECT will use its
best efforts to return all calls within one business day.
Maintenance limitations
Maintenance does not extend to the following:
Software that has been changed, altered or modified in any way by LICENSEE or a third party.
Software that has been relocated without written approval or used on computer equipment other than equipment specified as
being supported in ECTs Documentation.
4.3 Software that has failed due to LICENSEE misuse; improper installation, operation, or alteration; accident; or unusual
deterioration or degradation of the software due to physical environment or electrical or electromagnetic environment. ECT will
however, assist LICENSEE, at no additional cost, in the reinstallation process via telephone of new Software releases that
have in good faith been installed improperly.
4.4 Software that you have failed to update with the most recent corrections, modifications, or enhancements made available by
ECT.
2.
3.
4.
4.1
4.2
5.
Cost for Maintenance
The annual Software Maintenance fee for the initial Term shall be the list price in effect as of the commencement date.
Maintenance Renewal
Maintenance shall automatically renew for additional one year Terms unless either party notifies the other in writing at least 30
days prior to the expiration date of the current Term. Approximately sixty days prior to the expiration of any Term, ECT
generally sends LICENSEE notification of the renewal fee required to extend Maintenance for an additional one year Term.
The applicable fee for a renewal Term shall be the list price in effect sixty (60) days prior to the renewal date. ECT reserves
the right, in its sole discretion, to make changes to the standard terms and conditions of Maintenance (other than fee) upon
ninety (90) days prior written notice at any time.
Other SDeciflcs Reaardina Maintenance
On-Site Services: Maintenance does not include anyon-site services. ECT provides LICENSEE with on-site services at our
then current per call rates and terms for Application Engineering Assistance.
6.
7.
7.1
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main1099.doc
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7.2 Taxes: LICENSEE is responsible for any and all taxes and duties associated with the Maintenance provided under this
Agreement excluding taxes based upon net income to ECT. Applicable taxes and duties are added to and included in the
renewal fee.
7.3 Entire Agreement. This Agreement, including attachments, constitutes the entire Agreement between the parties,
superseding any previously made pertaining to this subject matter, any and all such prior agreements being hereby revoked.
This Agreement may only be amended in a writing signed by both parties specifically referencing this Agreement. Any
provision of this Agreement prohibited by law shall be ineffECTve only to the extent of such prohibition without invalidating the
remaining provisions hereof.
7.4 Further Actions. The parties hereby agree to take any and all further actions necessary to fully effect the terms and conditions
set forth herein.
7.5 Force Majeure. Where either party is unable to periolT11 an obligation as required due to an event or circumstance external to
Its business operations such as an act of God, war, civil disobedience, work stoppages or disruptions, and the like, and if such
party uses its best efforts to periorm, it shall not be deemed to be in breach of this Agreement unless such non-periolT11ance
continues for 60 days.
7.6 Governing Law. This Agreement and the rights and obligations of the parties hereto shan be governed by and construed in
accordance with the laws of the State of Wisconsin, USA.
Maintenance Agreement - rev.2 -10/99
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main1099.doc