<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 2, 1999 Commission File No. 1-8045
GenRad, Inc.
------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-1360950
-----------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7 Technology Park Drive, Westford, Massachusetts 01886-0033
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (978) 589-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
--------------------------------------------------------------------------
Common Stock, $1.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of shares of Common Stock held by non-affiliates of
the registrant as of April 14, 1999 was $425,481,000, 29,334,651 shares of the
Common Stock of GenRad, Inc., $1.00 par value, were outstanding on April 14,
1999.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement of GenRad, Inc. for the Annual Meeting of
Shareholders to be held on May 13, 1999 (the "1999 Proxy Statement"), which
will be filed with the Securities and Exchange Commission within 120 days
after the close of the Company's fiscal year ended January 2, 1999, are
incorporated by reference into Part III.
<PAGE>
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, Item 14 of Part IV, of the Registrant's Annual Report on Form 10-K for
the year ended January 2, 1999 ("the 1998 10-K") is hereby amended and restated
to read in its entirety as follows:
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)(2) The following schedules to the Consolidated Financial Statements of
GenRad, Inc. and Subsidiaries are filed as part of this report:
A. Schedule II - Valuation and Qualifying Accounts
<PAGE>
Report of Independent Accountants on
Financial Statement Schedules
To the Board of Directors of GenRad, Inc.:
Our audits of the consolidated financial statements referred to in our report
dated January 24, 1999, except for Notes 2 and 12 which are as of April 7, 1999,
appearing in this Form 10-K also included an audit of the Financial Statement
Schedule listed in Item 14 (a)(2) of this Form 10-K. In our opinion, this
Financial Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
January 24, 1999
<PAGE>
All other schedules not listed above are inapplicable or are not required under
Securities and Exchange Commission regulations and therefore have been omitted.
(a)(3) The following Exhibits are filed as part of this report:
10 -- Lease agreement dated July 26, 1996 between GenRad, Inc. and
Michelson Farm-Westford Technology Park Trust, incorporated by reference
to Exhibit 10 to the Company's report on Form 10-Q for the quarter ended
June 29, 1996.
10.1 -- Facility agreement dated June 26, 1997 between GenRad Limited and
BankBoston, N.A. London Branch, incorporated by reference to Exhibit 10.1
to the Company's report on Form 10-Q for the quarter ended June 28, 1997.
10.2 -- Amended and restated revolving credit agreement dated May 6, 1997
between GenRad, Inc. and BankBoston, N.A., incorporated by reference to
Exhibit 10.2 to the Company's report on Form 10-Q for the quarter ended
June 28, 1997.
10.3 -- Severance Agreement between GenRad, Inc. and Kevin R. Cloutier
effective as of May 9, 1997, incorporated by reference to Exhibit 10.3 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.
10.4 -- Severance Agreement between GenRad, Inc. and Paul Geere effective
as of May 9, 1997, incorporated by reference to Exhibit 10.4 to the
Company's report on Form 10-Q for the quarter ended September 27, 1997.
10.5 -- Severance Agreement between GenRad, Inc. and Lori B. Hannay
effective as of May 9, 1997, incorporated by reference to Exhibit 10.5 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.
10.6 -- Severance Agreement between GenRad, Inc. and Sarah H. Lucas
effective as of May 9, 1997, incorporated by reference to Exhibit 10.6 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.
10.7 -- Severance Agreement between GenRad, Inc. and James F. Lyons
effective as of May 8, 1997, incorporated by reference to Exhibit 10.7 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.
10.8 -- Severance Agreement between GenRad, Inc. and Paul Pronsky, Jr.
effective as of May 9, 1997, incorporated by reference to Exhibit 10.8 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.
<PAGE>
10.9 -- Severance Agreement between GenRad, Inc. and Michael W. Schraeder
effective as of May 9, 1997, incorporated by reference to Exhibit 10.9 to
the Company's report on Form 10-Q for the quarter ended September 27,
1997.
10.10 -- Severance Agreement between GenRad, Inc. and Walter A. Shephard
effective as of October 24, 1997, incorporated by reference to Exhibit
10.10 to the Company's report on Form 10-K for the year ended January 3,
1998.
10.11 -- Severance Agreement between GenRad, Inc. and Gary H. Mueller
effective as of October 24, 1997, incorporated by reference to Exhibit
10.11 to the Company's report on Form 10-K for the year ended January 3,
1998.
10.12 -- Agreement dated February 12, 1997 between GenRad Limited and and
Ford Motor Company, attached.*
10.13 -- Settlement agreement and Mutual General Release dated April 7,
1999 between William E. Gaines, William E. Massaker, Frank B. Wingate and
Heritage Investment Limited Partnership and GenRad, Inc., James F.
Lyons and Paul Pronsky, Jr., filed as Exhibit 10.13 to the 1998 10-K.
11 -- Computation of Per Share Earnings, filed as Exhibit 11 to the
1998 10-K.
21 -- List of Subsidiaries, filed as Exhibit 21 to the 1998 10-K.
23 -- Consent of PricewaterhouseCoopers LLP, filed as Exhibit 23 to the
1998 10-K.
27 -- Financial Data Schedule, filed as Exhibit 27 to the 1998 10-K.
(b) None
(c) See Item 14(a)(3) above.
(d) See Item 14(a)(1) and (2) above.
* The Company has requested confidential treatment of the redacted
portions of this exhibit pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934, as amended, and has separately filed a complete
copy of this exhibit with the Securities and Exchange Commission.
<PAGE>
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GenRad, Inc.
(REGISTRANT)
By: /s/ JAMES F. LYONS
----------------------
James F. Lyons
President, Chief
Executive Officer and Director
Date: November 19, 1999
<PAGE>
GENRAD, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND
QUALIFYING ACCOUNTS
(In Thousands)
<TABLE>
<CAPTION>
Additions
Balance Charged to Balance
Beginning Costs and at End
of Period Expenses Deductions of Period
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Year ended January 2, 1999
Deducted from asset accounts:
Allowance for doubtful accounts $1,127 $1,170 $759 $1,538
Inventory reserve $6,013 $8,787 $ 7,678 $7,122
Deferred tax asset valuation allowance $53,162 $-- $10,818 $42.344
Year ended January 3, 1998
Deducted from asset accounts:
Allowance for doubtful accounts $1,431 $26 $330 $1,127
Inventory reserve $8,836 $1,406 $4,229 $6,013
Deferred tax asset valuation allowance $66,678 $-- $13,516 $53,162
Year ended December 28, 1996
Deducted from asset accounts:
Allowance for doubtful accounts $801 $963 $333 $1,431
Inventory reserve $10,238 $3,483 $4,885 $8,836
Deferred tax asset valuation allowance $76,710 $-- $10,032 $66,678
</TABLE>
<PAGE>
EX-10.12
PERFORMANCE CONTRACT
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND ARE BEING FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE
24B-2. THE LOCATION OF THOSE OMITTED PORTIONS IS DENOTED BY BRACKETS.
ROTUNDA SUPPLIER
PERFORMANCE CONTRACT
R-910-W
1. INTRODUCTION
1.1 SCOPE
This document details the performance requirements and responsibilities
of the WDS supplier to Form Motor Company, For Customer Service Division
(FCSD), the Rotunda Essential Special Service Tool (ESST) and Equipment
Program, herein referred to as the Program. All Products or services
included in the Program are marketed by the Rotunda Activity of FCSD
and/or its authorized agent. Product or Products referenced throughout
this document are only Products related to the scope of the Program. A
supplier to the Program must comply with the requirements as set forth in
this document.
1.2 INTENDEND MARKET
Rotunda Products and services are marketed to Ford, Lincoln, and Mercury
vehicle dealers, and in some cases affiliate companies and their dealer,
throughout worldwide markets, Ford locations, warranty authorized Ford
fleet accounts, and various vocational schools. WDS will be utilized, but
not limited to, the following Countries/Markets where Ford is currently
present:
<TABLE>
<CAPTION>
REGION MARKET/COUNTRY # OF DEALERS
<S> <C> <C>
Africa South Africa ( )
Other Africa ( )
Total African Dealers ( )
Asia Pacific Australia ( )
China ( )
Hong Kong ( )
India ( )
Indonesia ( )
Japan ( )
Malaysia ( )
New Zealand ( )
Philippines ( )
South Korea ( )
Singapore ( )
Taiwan ( )
Thailand ( )
Vietnam ( )
Other Asia Pacific ( )
Total Asia Pacific Dealers ( )
Middle Eastern Gulf Coast Communities ( )
Israel ( )
Turkey ( )
Other Middle Eastern ( )
Total Middle Eastern Dealers ( )
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
REGION MARKET/COUNTRY # OF DEALERS
<S> <C> <C>
North American Canada ( )
Mexico ( )
United States ( )
Total North American Dealers ( )
Europe Austria ( )
Belgium ( )
Britain ( )
Denmark ( )
Finland ( )
France ( )
Germany ( )
Ireland ( )
Italy ( )
Netherlands ( )
Norway ( )
Portugal ( )
Spain ( )
Sweden ( )
Switzerland ( )
Total Western Europe Dealers ( )
Other Europe Czech Republic ( )
Hungary ( )
Poland ( )
Russia ( )
Other Europe ( )
Total Other Europe Dealers ( )
South American Argentina ( )
Brazil ( )
Chile ( )
Colombia ( )
Puerto Rico ( )
Venezuela ( )
Other South America ( )
Total South American Dealers ( )
Total Ford Dealer Count ( )
</TABLE>
NOTE: Upon award of the WDS contract, the following Jaguar, Aston Martin
and Mazda dealers information will be provided upon request.
1.3 AVAILABILITY (TIMING)
The WDS product must be available to support a North American launch
( ). ( ) units are required at Ford's
distribution supplier no later than ( ) to support an ( )
product launch for North American Dealers. Product availability for
regions other than North America must also be available on a per
2
<PAGE>
order basis. Ford desires a complete worldwide product roll out within
( ) months from initial introduction in North America. Following is an
overview of roll out timing:
- ( ) - North American Dealers - approximately ( ) units
- ( ) - European Dealers - approximately ( ) units
- ( ) - Rest of the World - approximately ( ) units
- ( ) - Jaguar Dealers - approximately ( ) units
- ( ) - Aston Martin - approximately ( ) units
- ( ) - Mazda - approximately ( ) units
The WDS product and its accessories, as presented in your response to
this RFQ, must be available for purchase by Ford or its affiliates until
( ). See product pricing section 9.
2. PRODUCTS
2.1 NEW PRODUCTS
New Products are defined as automotive repair products, facility
equipment, vehicle service consumable items and services that are not
currently in the Program. A supplier introducing new Products must
coordinate the product review and evaluation with the Rotunda Activity at
least ( ) days in advance of the supplier planned introduction date.
Products will not be included in the Program if the evaluation process
has not been completed with all concerns closed.
2.2 PRODUCT DESIGN CHANGES AND NEW REPLACEMENT EQUIPMENT
2.2.1 SUPPLIER INITIATED DESIGN CHANGES AND NEW REPLACEMENT EQUIPMENT
If either Customer or Seller finds there is a need for a change in the
product, then (i) they shall submit such change order to the party for
consideration, (ii) Seller shall advise the Ford Rotunda activity of what
the impact of such change shall be on the price of the product, tooling
costs, and time to implement, (iii) if both parties agree in writing then
such change order shall be implemented. Customer's acceptance authorizing
such change order shall constitute acceptance of the change in product
price. Seller may make minor changes to products when such are
transparent to the user and do not affect form, fit or functionality.
2.2.2 FIELD RETROFIT
The supplier is responsible for field retrofit programs resulting from
product problems due to design or improper manufacturing. A retrofit of
this nature is to be performed by the supplier (
).
2.3 FORD INITIATED DESIGN CHANGES
Certain Products may require change in terms of function or application
due to technological or design changes in Ford vehicles. Any product
changes will be submitted via the 1843 process (reference section 3.3.3)
for evaluation in cooperation with all of the affected Ford Vehicle
Centers (VC).
3
<PAGE>
3. NEW PRODUCT REVIEW
3.1 CONFIDENTIALITY STATEMENT
All product information and evaluation data is covered by a
"confidentiality" agreement maintained between Ford the contracted
agencies.
3.2 SUPPLIER CONFIDENTIALITY AGREEMENT
A. Supplier or its subsidiaries or any of their representatives shall not
publish nor permit to be published nor distribute for public consumption
any information, oral or written, concerning developments made under or
the results of conclusions made pursuant to, the performance of this
Program without prior written consent of Ford, the Rotunda Activity.
3.3 PRODUCT REVIEWS
3.3.1 PRODUCT REVIEW PROCESS
All new Products, and supplier initiated Product changes, offered to the
Rotunda Activity are subject to review for possible Program inclusion.
3.3.2 PRODUCT COMPATIBILITY REVIEWS
Certain Rotunda Products can be impacted in terms of function or
application by technological or design changes in Ford vehicles. As a
consequence, the supplier is required to continually assess the
functionality of these Products in regards to new model vehicles. The
supplier is required to identify, develop and present to Ford product
changes to support changes in vehicle technology. Any product changes
will be submitted for evaluation in cooperation with all of the affected
Ford Vehicle Centers.
3.3.2.1 TIMING
Changes to vehicles currently in product may result in product
incompatibility and necessitate immediate product reviews. ( )
prior to vehicle Job 1, the Supplier identifies potential
compatibility concerns. ( ) prior to vehicle Job 1, a
supplier impacted by vehicle compatibility concerns is required
to review the vehicle and physically try the equipment on the
vehicle for proper fit and function. If changes to the product
are necessary or a new piece of equipment is needed, the supplier
must have the first equipment prototype ready for evaluation
within ( ) days from the time the change is identified.
Approved compatible equipment changes must be implemented and
available to meet standard shipping requirements no later than
vehicle Job 1.
3.3.3 ESSENTIAL SPECIAL SERVICE TOOL AND EQUIPMENT ENGINEERING REQUEST
(1843)
The Equipment and Service Tool and Equipment Engineering Request form
(1843) is a Ford document used to request investigation, development and
release of service tools or equipment. It also serves as the final
engineering approval document for projects involving Ford reviews. An
affected supplier may be required to provide information, such as,
Product development cost, pricing, manufacturing schedule, and shipment
dates, for use in submission of this form.
4
<PAGE>
4. PRODUCT EVALUATION
The supplier is required to evaluate their product in accordance with
performance specifications set forth by Ford. All test data submitted as
evidence of compliance by the supplier must be certified by a
Professional Engineer (PE). Rotunda may elect to conduct all or part of
an evaluation at a Ford specified facility in cooperation with a Ford
engineering activity or VC Team. Evaluations may require one or many of
the evaluations described below. Each product will be reviewed
independent of another to determine the criteria in which to evaluate.
The supplier will receive a copy of the 1843 (reference section 3.3.3)
once the evaluation has been completed.
4.1 CONSIGNMENT EQUIPMENT
To facilitate Product performance testing, the supplier will be required
to provide equipment on a "no charge" consignment basis. Products
submitted for evaluation shall be production representative in design and
construction quality. A Consignment Purchase Notification (PN) initiated
by the Rotunda Activity will be issued by Ford Purchasing (reference
section 9.10). Standard equipment consignment is ( ) days. If additional
time is required, the supplier will be notified. When the evaluation has
been completed the equipment will be returned to the supplier. ( ).
Do not ship, mail or hand deliver equipment without a previously issued
Consignment PN from Ford Purchasing.
4.2 EVALUATION CLASSIFICATIONS
4.2.1 PRODUCT FUNCTIONAL EVALUATION
All Products are evaluated to ensure they are compatible with Ford
products and procedures, and perform as indicated by the supplier in a
service garage environment on the applicable Ford Products.
4.2.2 PRODUCT SUPPORT DOCUMENTATION
Product support documentation includes, but is not limited to, warranty,
extended warranty, maintenance agreements, and operators, maintenance,
training and installation materials. Two copies of the current materials
provided with the equipment must be supplied to the Rotunda Activity. The
materials will be evaluated for clarity and completeness. Products cannot
be released for Program inclusion unless all Product support
documentation concerns have been addressed and closure agreed to by Ford.
4.2.3 SAFETY EVALUATION
The individual products which make up the Ford WDS must have all the
safety agency approvals in place to support Product launch timing as
specified in Section 1.3 of this document.
4.2.3.1 SAFETY CRITERIA
Products must meet applicable safety evaluation criteria determined
by requirements set forth by Ford Safety. Products cannot be released
for Program inclusion unless all major safety concerns have been
addressed and closure agreed to by Ford.
5
<PAGE>
4.2.3.2 SAFETY LABELS
Safety labels (Danger, Warning, Caution) must be designed per the
current American National Standards Institute (ANSI) X535.4 standard
"Product Safety Signs and Labels." The supplier must COMPLY to the
appropriate standard for the product submitted. Products cannot be
released for Program inclusion unless all safety label concerns have
been addressed and closure agreed to by Ford.
4.2.3.3 SAFETY COMPLIANCE
Products must meet or exceed standards specified by the current
Occupational Safety and Health Act (OSHA), Ford Manufacturing
Standards and/or industry standards.
4.2.3.4 INDEPENDENT CERTIFICATION LABORATORY COMPLIANCE
Products may be required to be certified or approved by an applicable
independent testing agency within the country of destination such as:
Underwriter's Laboratories (IL), Canadian Standards Association
(CSA), MET Laboratories, American Gas Association Laboratories (AGA),
Factory Mutual Research Corporation (FM), European Certification
(CE), or Electrical Testing Laboratory (ETL). The supplier shall
forward a copy of the testing agency's certification, as well as,
Product evaluation data to support claims of compliance to Ford
Rotunda.
UL, CSA, TUV, EEA - The modified UL mark is officially accepted in
Canada just as the modified CSA mark is now acceptable in the U.S.
Both UL and CSA can also create a CB Test Certificate. This
certificate, when tested with the appropriate country deviations, can
be used to obtain approval in the EEA countries as needed.
The Ford WDS products have legal requirements that they must comply
with prior to being marketed in certain countries, but not limited
to, the following tables listed below. Ford's assumption is that
these products fall into the category of test and measurement. All
country requirements are based on this category.
<TABLE>
<CAPTION>
COUNTRY KEY COUNTRY KEY COUNTRY KEY
<S> <C> <C> <C> <C> <C>
United States B Denmark A, J Hong Kong na
Canada B Sweden A, J Brazil na
Mexico na Finland A, J Malaysia na
Belgium A, J Norway A, J Puerto Rico na
France A, J Luxembourg A, J Singapore na
Germany A, J Switzerland A, J South Africa L
Ireland A, J Australia A, M Taiwan na
Italy A, J New Zealand na Thailand na
Netherlands A, J Poland A, J Turkey na
UK A, J China J Argentina na
Greece A, J Czech A, J Indonesia na
Spain A, J Hungary A, J Venezuela na
Portugal A, J Russia na Vietnam na
Austria A, J S. Korea na Columbia na
Israel na Chile na Philippines na
Japan na India na
</TABLE>
6
<PAGE>
KEY (safety)
"na" = No known requirements at this time
"A" = EN61010-1, 1EC 1010, TUV or equivalent safety approval by
means of CB test specific country deviations
"B" = UL or CSA (either agency has a certification to cover the
other)
KEY (EMI emissions and susceptibility) "na" = No known requirements
at this time "J" = CISPR 11 Level "A", EN55011, EN50082-1 "L" = South
Africa, SABS test and certificate "M" = Australia, C Tick Mark
required after 1/1/97
4.2.3.5 MULTIPLE LISTING
If the Product is to be certified by the Environmental Protection
Agency (EPA), the supplier shall maintain and pay for the cost of an
independent certification laboratory multiple listing for the Rotunda
branded version of the Product.
4.2.4 ENIVRONMENTAL IMPACT EVALUATION
Products that generate a waste stream are subject to an environmental
impact evaluation by the Ford Environmental Quality Office (EQO) and the
Industrial Hygiene Office. The supplier must address each item of concern
resulting from each evaluation. Products cannot be released for Program
inclusion unless all environmental concerns have been addressed and
closure agreed to by Ford.
5. PRODUCT IDENTIFICATION
5.1 ROTUNDA ITEM NUMBER ASSIGNMENT AND PLACEMENT
A Rotunda item number is assigned by the Rotunda Essential Special
Service Tool and Equipment Activity after the Product evaluation is
complete. Under no circumstances can a supplier assign their own Rotunda
item number. The number must appear on everything related to the Product,
along with the supplier's model number. This includes service labels,
owner's manual, operating guide, installation literature, and any/all
literature or correspondence related to the product. The item number
represents the specifications and contents of the approved Product. If
the specifications or contents change in any way, the Product must be
submitted for review before a new Rotunda item number will be assigned by
the Rotunda Activity.
5.2 SERIAL NUMBER
The serial number is assigned by the supplier and is required on all WDS
products. A unique serial number and a manufacturing date code must be
assigned to each specific piece of the equipment. The serial number and
date code is used to assist in identifying the production date and the
functional level of each Product. Additionally an electronic serial
number mapping the WDS product to the manufacturing lot number and the
manufacturing location and finally to the dealer (end-user) in a mutually
agreeable database format is required.
5.3 PRODUCT COLOR
All Products included in the Program must be a mutually agreed upon
color.
7
<PAGE>
5.4 ROTUNDA FORD TRADEMARK LABEL
5.4.1 EQUIPMENT
( )
The trademark must be applied at the supplier's manufacturing
facility prior to shipment. The R911 details the Rotunda
trademark label requirements.
5.4.2 PRINTED MATERIAL
All printed material associated with a Product is to be
identified with the appropriate trademark prominently displayed
on the cover. The Rotunda, Jaguar, Aston Martin or Mazda item
number is applicable and supplier model number must also be
displayed. The R911 contains guidelines for trademark application
on publication of all printed material.
5.5 SERVICE DECAL
All Products must include a service decal. The service decal must be
located on the back of the Product and contain the following items:
- Rotunda Item Number
- Model Number
- Manufacturer Serial Number
- Name of Manufacturer
- Service Phone Number
6. WARRANTY
6.1 STANDARD WARRANTY
All Products sold through the Rotunda program must be covered by a
( ) warranty which includes ( ) unless otherwise
specified by Ford in writing, such as extended warranty coverage. The
warranty must be offered by the supplier to Rotunda and its customer.
The supplier of the equipment issues and administers its own warranty.
The supplier should ensure that the warranty is in no way
misrepresented to the end user. The specific warranty provisions are
to be packaged with the equipment prior to shipment.
6.2 WARRANTY START DATE
All Products will be warranted from the date of shipment to the end-user.
6.3 FACTORY SERVICE WARRANTY
The supplier must provide their standard warranty for factory service.
6.4 EXTENDED WARRANTY OR MAINTENANCE AGREEMENTS
Product support until ( ), which includes extended warranty and
maintenance agreements must be offered by the WDS supplier. The extended
warranty and maintenance agreements must be offered by the supplier to
Ford and its customer per a ( ) maintenance
8
<PAGE>
schedule, ( ) to Ford. In the event Ford elects to renew the
maintenance agreement, please quote pricing ( ). All extended
warranty and maintenance shall expire on ( ). The supplier
should ensure that the extended warranty and maintenance agreement is in
no way misrepresented to Ford or the end user.]
6.5 WARRANTY ADMINISTRATION RESPONSIBILITY
The supplier must maintain, (
), accurate warranty and administration records,
including parts purchased from subcontractors so that Product reliability
can be analyzed in terms of equipment type, failure mode, time in
service, geographic location, and other pertinent classifications].
7. PRODUCT INDEMNIFICATION LIABILITY INSURANCE
7.1 PRODUCT INDEMNIFICATION
The Supplier agrees to indemnify and hold Ford harmless from and against
any and all claims for personal injury, death or property damage out of
or connected with the design, manufacture or use of a supplier Product.
7.2 INSTALLATION OF EQUIPMENT INDEMNIFICATION
The supplier agrees to indemnify and hold Ford harmless from and against
any and all claims of personal injury, death or property damage out of or
connected with the installation of the supplier's Product if installed by
the supplier or a supplier approved installer.
7.3 SERVICE INDEMNIFICATION
The supplier shall indemnify Ford from any claims which arise out of the
performance or failure to perform the services called for in the
contract, and shall hold Ford harmless from any such claims.
7.4 LIABILITY INSURANCE
The supplier must maintain adequate Product liability insurance (
). The supplier is to include Ford as
a named insured and provide a copy of the annual policy renewal to the
Ford Rotunda activity.
8. CUSTOMER SUPPORT
8.1 TRAINING
Rotunda products must be supported by the supplier with adequate
training, and operating instructions. Training must cover comprehensive
operation instructions, maintenance, environmental and safety
requirements, routine trouble shooting (for product malfunctions),
service part illustration and detailed replacement parts listing.
Training can be provided in one or any combination of, but not limited to
the following methods as approved by Ford; printed material, video,
CD-ROM, etc. If a Rotunda supplier delegates support responsibility to a
third party, the Rotunda supplier is responsible for performance.
9
<PAGE>
8.2 ( )
An ( ) program for faulty WDS units is a method in
which Ford can insure dealers worldwide are provided with quality product
support. The ( ) program will cover all (
). A ( ) time period to exchange a dealer's
faulty unit with a like new unit is required. Please provide a detailed
process on how to meet this requirement utilizing Ford's Distribution
agent.
8.3 LANGUAGE SUPPORT
The following languages, as a minimum, must be supported by any and all
documentation/material and software that is intended for Dealer usage.
These are the same languages targets for Ford Information Products.
<TABLE>
<CAPTION>
<S> <C> <C>
English Mandarin Chinese Russian
German Czech Hebrew
French Hungarian Arabic
Spanish Polish Slovenian
Italian Brazilian, Portuguese Slovak
Portuguese South African, Spanish Macedonian
Dutch French Canadian Bulgarian
Danish Japanese Romanian
Swedish Korean
Norwegian Thai
Finnish Indonesian
Greek
</TABLE>
8.4 SERVICE PART AVAILABILITY
A detailed list of all service parts and the applicable service part
illustrations are required. Service parts must be available to Ford or
its distribution agent through ( ). Service parts must be
offered by the supplier to Ford and its customer per a ( )
service part price schedule. In the event Ford elects to renew the
service part agreement, please quote pricing for ( ).
9. FORD CONTRACT
9.1 BLANKET CONTRACT
A Ford blanket contract establishes terms and conditions for specific
Products for a period of time. During the term of the blanket contract, a
Rotunda release may be issued against that blanket to constitute an
order. Blanket contracts are issued and administered by Ford Purchasing.
The terms and conditions specified on the blanket contract are contained
herein and on the reverse side of the Ford Purchase Notification.
9.2 TERM AND RENEWAL
The WDS blanket contract period is for a period of ( ) as
agreed to by both parties. WDS products must be available for purchase
by Ford, its distribution agent, or its affiliates until ( ).
All extended warranty and maintenance shall expire on ( ).
Service part availability is required through ( ).
10
<PAGE>
9.3 CONTRACT CHANGES
Changes to the blanket contract include, but are not limited to, the
addition of new Product, changes to existing Products which affect prices
or require a model number change, contents of packages, transportation
terms, address, company name or billing information. All information
regarding a contractual change must be quoted in writing to Ford
Purchasing and the Rotunda Activity. Changes will be finalized by the
issuance of a contract amendment from Ford Purchasing.
9.4 PRICE
All WDS Product prices must remain firm for the ( ) term of the
contract. All prices must be quoted in ( ) regardless of the
country of manufacturing or destination. Please include separate pricing
schedules for "Service Parts", Extended Warranty and Maintenance" and
"WDS optional (accessories) hardware" as described in the hardware
functional specification.
9.5 QUALITY
Rotunda contracts do not have ( ). Products are to be shipped in
quantities as reflected on the Rotunda release or as specified by Ford's
distribution agent.
9.6 PAYMENT TERMS
Ford, or its agent, payment terms are ( ) which are
defined as payment on the ( ). ( ) payments
are made no sooner than ( ). If early payment
discount terms are available, the supplier shall provide these terms in
writing to Ford with their quotation.
9.7 TRANSPORTATION TERMS
All transportation costs must be prepaid by the supplier. Transportation
terms ( ) are required. The ( ) to
Ford's distribution agent. ( ).
9.8 SALES/USE TAX
The supplier must not bill sales or use tax as purchases are for resale.
9.9 CONSIGNMENT PURCHASE NOTIFICATION
A purchase notification is issued for consignment equipment. The supplier
is required to confirm that equipment will be provided on a (
); indicate value of equipment in the
event of loss or damage and sign and date the request.
9.10 PRODUCT RESEARCH AND DEVELOPMENT COST
( ). Ford Motor Company will not entertain ( ) as part
of your proposal.
11
<PAGE>
10.0 SOFTWARE DEVELOPMENT
10.10.1 SELLER'S RESPONSIBILITY
a. Seller will design and implement Software in conformance to the
Statement of Work or as indicated on the face of the Purchase Order
and/or contained in the Software specifications section of this RFQ.
b. During the term of the Purchase Order, Seller will attend monthly
review meetings for the purpose of keeping Buyer completely informed
about the status of the project. At the monthly meetings, Seller will
demonstrate or discuss project status for Buyer's review.
c. Seller will use its best efforts to correct any errors or performance
problems identified by Buyer during acceptance testing.
10.10.2 BUYER'S RESPONSIBILITY
a. Buyer will assign a project analyst knowledgeable in the requirements
of the Software who will work with Seller on an as-required basis to
assist Seller in understanding Buyer's requirements, resolving design
questions, determining and defining functions and generally being
available and responsible for decisions necessary to allow Seller to
perform the service required hereunder. The project analyst(s) and/or
other personnel of Buyer, as necessary, will administer the monthly
status meetings attended by Seller.
b. Buyer will provide ( ) of each Phase ( ) of
receipt of that Phase's deliverables or provide a list of problems or
nonconformity to Seller within that same period.
10.10.3 PAYMENT
a. Buyer will pay Seller for development of Software in accordance with
the following payment schedule indicated on the face of the Purchase
Order.
Payment
$-------------------- ( )
$-------------------- ( )
$-------------------- ( )
$--------------------
$-------------------- ( )
b. Seller will invoice Buyer upon delivery of each Phase of the
project as set forth above. Payment will be made on terms of ( ).
Buyer will withhold ( ) of the payments due for the invoices
for ( ) phases. The holdback amounts will be released upon
final acceptance of each phase.
10.10.4 CONFIDENTIALITY OF BUYER'S INFORMATION
In order that Seller may effectively provide services to Buyer, it may be
necessary or desirable for the Buyer to disclose confidential and
proprietary information pertaining to Buyer's past, present and future
activities. Since it is difficult to separate confidential and
proprietary information from that which is not, Seller will instruct its
personnel to regard all information gained by each such
12
<PAGE>
person, as a result of the services being performed hereunder, as
information which is proprietary to Buyer and not to be disclosed to any
one outside of the Seller's organization. With respect to all obligations
of Seller to retain in confidence proprietary information of Buyer,
whether such obligations have been created by this Purchase Order or by
operation of law, such obligations shall survive the dissolution,
cancellation or termination of this Purchase Order for any reason or any
modification, extension or renewal thereof.
10.10.5 WORK FOR HIRE
a. Any work of authorship created by Seller in performing the services
hereunder shall be considered as a specially ordered or commissioned
"Work for Hire" and all copyrights for such works of authorship shall
belong to Buyer. All such works of authorship shall bear a valid
copyright notice designating Ford Motor Company as the copyright owner.
In the event any portion of the work of authorship created by the Seller
in performing the services hereunder does not qualify as "Work for Hire",
Seller shall acquire title to the copyright for such portion and assign
all acquired title and interest to Buyer.
b. With regard to works of authorship created prior to performing the
services hereunder for which copyrights are owned or controlled by Seller
or for which Seller has rights to grant copyright licenses and which are
included in any works of authorship fixed in any tangible medium of
expression (including, without limitation, audio-visual works, computer
programs, writings, drawings, prints, manuals and specifications)
furnished to Buyer or any of Buyers subsidiaries hereunder. Seller hereby
grants to Buyer and its domestic and foreign subsidiaries an irrevocable,
nonexclusive, paid-up worldwide license under each and every such
copyright to distribute copies of the copyrighted work to the public, and
to publicly or privately display the copyrighted work without further
accounting to Seller.
10.10.6 INDEMNITY
Seller warrants that the transfer to Buyer and Buyer's use of the
Software and related documentation will not infringe any proprietary
rights (including patents, copyrights, trademarks and trade secrets) of
any other entity. Seller will indemnify and defend Buyer from any claim,
liability and expense, including attorney's fees, arising out of any
breach of the foregoing warranty, provided that Buyer notifies Seller in
a timely fashion of such claim. In the event a claim of infringement is
asserted, Seller may replace or modify the Software to make it
noninfringing, provided that Buyer agrees that such replacement or
modification achieves the substantive results of the original version of
the Software, or Seller may procure at its expense a license for Buyer to
use the rights allegedly infringed.
10.10.7 WARRANTY
a. Seller warrants that the Software and related documentation will
conform with all written specifications furnished to Buyer by Seller in
connection with this Agreement, including any user manual, and that the
Software is compatible with and will operate on the computer systems,
computer sites or diagnostic equipment described on the Purchase Order
and/or contained within this RFQ. Upon Buyer's request, Seller will
correct promptly ( ) each variance of the Software from the written
specifications, and any programming error attributable to Seller. Error
is defined as a program incompatibility which renders the Software
dysfunctional and which can be replicated under the same conditions
causing the error.
b. Seller warrant that any services rendered by Seller will be performed
in a professional manner by qualified personnel.
13
<PAGE>
10.10.8 CHANGES
a. Buyer and Seller acknowledge that modifications and adjustments to the
specifications for the Software may become necessary in order to clarify
and define these specifications. Seller will perform these modifications
and adjustments as part of its services hereunder without additional
compensation.
b. In the event there is substantial change to the specifications which
results in (i) the expansion of the scope of the Software specifications,
(ii) the reduction in the scope of the Software specifications, Seller
will submit to Buyer a written proposal therefor describing the change to
be made and a fixed price increase or decrease therefore, as the case may
be.
c. If Seller's proposal under subparagraph (b) above is acceptable to
Buyer, Buyer will issue an amendment to the Purchase Order reflecting
such modifications to the specifications and adjustment in price. Seller
will not commence any work in connection with such change until such
purchase order amendment is issued by Buyer and Buyer will not be
responsible for any work performed in connection with such change if a
purchase order is not issued.
10.10.9 TERMINATION
a. Either Buyer or Seller may terminate this Purchase Order without
further liability to the other party upon ( ) in the event
of ( ) by the other provided that if such party cures such
breach within the 30-day period, this Purchase Order shall not
terminate but shall continue in full force and effect.
b. In the event of a termination hereunder, Seller shall deliver to Buyer
all materials relating to the Software prepared during the term of this
Purchase Order.
10.10.10 GENERAL PROVISIONS
a. A Purchase Order does not constitute Seller an agent, partner or legal
representative of Buyer for any purpose whatsoever, it being understood
between the parties hereto that Seller is to act as independent
contractor and is not authorized to make any contract, agreement,
warranty or representation on behalf of Buyer.
b. Failure of either party to act or exercise its rights under a Purchase
Order upon the breach of any of the terms hereof by the other party shall
not be construed as a waiver of such breach or prevent said party from
thereafter enforcing strict compliance with any and all terms hereof.
c. Any notice or other communication given hereunder shall be in writing
and mailed to Buyer at the address of Buyer shown on a Purchase Order or
to such other address as the parties shall have designated by notice in
writing. Such notice or communication shall be deemed delivered when sent
postage prepaid, certified mail, return receipt requested.
10.10.11 FORCE MAJEURE
Neither Buyer nor Seller shall be responsible for any delays occasioned
by causes beyond reasonable control of such party. Where a party is not
reasonably able to perform its obligations under a Purchase Order, an
account of causes beyond such party's reasonable control, such
nonperformance shall not operate as a default under a Purchase order but
may be grounds for modifications and, where appropriate, reduction in
price to Buyer.
14
<PAGE>
10.10.12 ENTIRE AGREEMENT
The terms and conditions set forth herein, together with any preprinted
terms and conditions on the reverse side of the Purchase Order,
constitute the entire agreement between Buyer and Seller with respect to
the design and implementation of the Software. In the event of a conflict
between these typewritten terms and conditions and the preprinted terms
and conditions on the reverse side of the Purchase Order, these
typewritten terms and conditions shall govern.
11. SOFTWARE LICENSE
( ). For each WDS Product purchased
hereunder, Ford is granted the right to distribute firmware and shrink-wrap
software materials furnished by supplier only in accordance with the license
terms supplied with such materials. Ford hereby acknowledges that Seller will
include an electronic or break-the-seal acknowledgment from End-User to the
software license terms supplied with WDS Products.
11.1 LICENSE
Licensor grants to Licensee, and Licensee hereby accepts, a nonexclusive license
to use the Software and related documentation in accordance with the terms and
conditions set forth herein. Licensee's use of the Software will be limited to
the computer system, computer site, diagnostic service tool (WDS) or, if
applicable, Local Area Network described on Attachment A, RFQ or the face of the
Purchase Order. Licensee may transfer its use of the Software to a backup or
replacement computer system, diagnostic service tool, site or network on a
temporary or permanent basis, provided that Licensee gives Licensor notice of
such transfer and discontinues its use on the original computer system, site or
network. Licensee may also transfer or assign this Agreement, the Software and
related documentation on a permanent basis provided that written notice of the
transfer is given to Licensor and the transferee reads and agrees to accept the
terms and conditions of this Agreement.
11.2 TERM/FEE
The term and fee of this license are set forth on Attachment A. The licensee fee
is payable on terms of ( ). Licensor will invoice
Licensee upon delivery if Licensee installs the Software or upon installation if
Licensor installs the Software as indicated in Attachment A. Licensee will be
responsible for any sales or use taxes based on the license fees and will pay
such taxes directly to the taxing authorities in those jurisdictions in which it
has a direct pay permit as set forth in Licensee's purchase order or will
reimburse Licensor in those jurisdictions in which Licensee does not have a
direct pay permit.
11.3 PERMISSION TO MODIFY OR COPY
The software and related documentation may be copied by Licensee in written or
machine readable form in whole or in part for use in understanding the Software,
for backup or archive purposes and for purposes of installation on authorized
diagnostic service tools and/or workstations. Licensee may modify any Software
for its own uses and may integrate the Software into other software programs,
provided that all copies and modifications of the Software will be destroyed
upon termination or expiration of this license. All copies and modifications of
the Software made by Licensee will include any copyright and confidential
property notices included by Licensor in the Software.
11.4 CONFIDENTIALITY
a. Licensee will use reasonable care to prevent disclosing to others trade
secrets of Licensor that are identified by written notice and embodied in the
Software or related documentation for a period of ( )
15
<PAGE>
following termination or expiration of this Agreement. "Reasonable care" shall
mean that care which Licensee normally uses to protect its own software of a
similar nature. Licensee's obligations under this Paragraph will not apply to
portions of the Software and related documentation which were or become part of
the public domain, which are previously known to Licensee, or which are
independently developed by Licensee.
b. Licensee will not provide the Software and related documentation to any
person, other than as specified in the WDS RFQ, without Licensor's prior written
consent, except during the period any such person is performing services for
Licensee pursuant to a contract or purchase order with Licensee.
11.5 INDEMNITY
Licensor warrants that the transfer to Licensee and Licensee's use of the
Software and related documentation will not infringe any proprietary rights
(including patents, copyrights, trademarks and trade secrets) or any other
entity. Licensor will indemnify and defend Licensee from any claim, liability
and expense, including attorneys' fees, arising out of any breach of the
foregoing warranty, provided that Licensee notifies Licensor in a timely fashion
of such claim. In the event a claim of infringement is asserted, Licensor may
replace or modify the Software to make it non-infringing, provided that Licensee
agrees that such replacement or modification achieves the substantive results of
the original version of the Software, or Licensor may procure at its expense a
license for Licensee to use the rights allegedly infringed.
11.6 OWNERSHIP
Licensee acknowledges Licensor's representation that Licensor owns the Software
and the copyrights covering such Software and Licensee will not make any claim
contrary to Licensor's ownership of the Software.
11.7 WARRANTIES
a. Licensor warrants that the Software and related documentation conforms with
all written specifications furnished to Licensee by Licensor in connection with
the Agreement, including any user manual, and that the Software is compatible
with and will operate on the computer system, diagnostic service tool or
computer site described on Attachment A hereto. Upon Licensee's request,
Licensor will correct promptly at no additional charge to Licensee each variance
of the Software from the written specifications, and any programming error
attributable to Licensor.
b. Licensor warrants that any services rendered by Licensor will be performed in
a professional manner by qualified personnel.
c. Licensor's warranties are limited to those set forth in this Agreement and do
not include any other express or implied warranties, including implied warranty
of merchantability and fitness for a particular purpose.
11.8 SUPPORT AND MAINTENANCE
Licensor will provide Licensee with updates, enhancements, modifications or
changes to the Software which are available from Licensor. In addition, Licensor
will provide the maintenance and support services specified on Attachment A
hereto. ( ) for the services described in this Paragraph will be set
forth on Attachment A.
16
<PAGE>
11.9 DISCONTINUANCE
In the event Licensor discontinues its maintenance and support of the Software
or discontinues its Software business, ( ),
as Licensee requires to continue its ability to use the Software in accordance
with this Agreement.
11.10 TERMINATION
Licensee may terminate this Agreement upon written notice furnished to Licensor
( ). Licensor may terminate
this Agreement only for a material breach by Licensee of the terms and
conditions of this Agreement upon written notice to Buyer, which is given
( ), and which specifies the nature of such breach.
If Licensee cures such breach prior to the effective date of termination, this
Agreement shall not terminate and will continue in full force and effect.
11.12 ENTIRE AGREEMENT
The terms and conditions of this Agreement, together with the terms and
conditions set forth on Attachment A hereto, constitute the entire Agreement
between Licensee and Licensor with respect to license and support of the
Software. This Agreement shall be governed by the laws of Licensee's principal
place of business without regard to the conflict of laws provisions thereof, and
all litigation on contractual clauses will be brought only in a court of
appropriate jurisdiction in that location. For Ford Motor Company, a Delaware
corporation, and any subsidiary, joint venture, or other operation, the
principal place of business will be deemed to be Michigan.
12. MARKETING
12.1 SUPPLIER MARKETING
Once the contract has been approved, the supplier is required to forward to the
Rotunda Activity, at no cost, any existing marketing materials to support the
catalog and promotional material development. These materials include but are
not limited to camera ready art or photos, text, Product description and
specifications. The supplier may elect to provide, at its own expense, brochures
or sales material ready for distribution. However, development and distribution
of such material must be coordinated with and approved by the Rotunda Activity.
All marketing material must properly utilize the Rotunda Ford trademark.
12.2 ROTUNDA TOOL AND EQUIPMENT CATALOG
The Rotunda Tool Equipment Catalog is issued ( ). Materials
available to support the supplier's Products in the catalog must be submitted by
( ). A high quality, black and white, glossy
photograph, with a white background, suitable for reproduction or a
hi-resolution gray tone 300 dpi scan, properly bearing the Rotunda trademark, is
required for each Product. In the case of ESST, high quality line art as
specified within the Global Aftermarket Service (GAM) criteria is required.
Timing requirements for the catalog will be communicated in writing to the
supplier.
13. EQUIPMENT INVENTORY/SHIPPING/MANUFACTURING
13.1 INVENTORY PLANNING
The supplier must maintain an inventory of Products to ensure delivery within
( ) to Ford's distribution agent. To assist in
planning inventory levels, the Rotunda Activity or its distribution agent will
provide year-to-date sales information. ( )
17
<PAGE>
13.2 PACKAGING
Adequate shipping containers designed to reduce shipping damages must be used. A
bill of lading must be affixed to the outside of the container to permit Ford's
agent to check the shipment for completeness. Each shipment must include
information necessary for installation, maintenance, and operation of the
product, etc. WDS products must be packaged by the manufacturer to meet market
requirements, such as proper power cord, CATS, etc. Bulk shipment to Ford's
distribution supplier that will require repackaging of product is not
acceptable. All kitting charges are to be included in the cost per unit.
13.3 SHIPPING METHODS
The transportation method, carrier, and routing should be selected carefully to
assure prompt delivery and reasonable transportation cost. Carriers with proper
unloading capability should be selected to prevent unloading damage or delays on
bulky and/or heavy Products. The supplier must notify the customer of any
special unloading requirements and anticipated delivery date, prior to shipment.
If the supplier does not notify the customer of the delivery date, the supplier
will incur all additional off loading responsibilities and charges.
13.4 SHIPPING PERFORMANCE
All Products must be shipped from manufacturer's stock to Ford's distribution
supplier. The Rotunda release, or Ford's distribution agent's release will
indicate the required fulfillment timing. The WDS supplier is required to
confirm ( ) to Ford's distribution supplier the ship
date. Any change to the ship date must be communicated to and authorized by
Rotunda. Presently, ( ) regional product distribution have been identified.
They are ( ).
These locations are subject to change based on the information provided by the
WDS supplier pertaining to manufacturing strategies. See section 13.7.
13.5 SHIPPING RECORDS
The WDS supplier will maintain proper records on all shipments to ensure prompt
resolution and follow-up inquiries and freight claims. Records of shipments for
items valued in excess of $( ) must be maintained for at least five years to
support recall and field modification programs.
13.6 RETURNED GOODS POLICY
The WDS supplier will accept returns of new and unused goods within ( )
of shipment to the end-user with ( )to the customer or Ford.
Return of goods will be coordinated with the supplier by Ford's distribution
agent. After the allowable return date, the supplier is required to accept the
return of new and unused goods as long as the product is still in the Program.
The supplier will be allowed to assess a reasonable repackaging and shipping
fee, if applicable. The repackaging fee must be defined in writing to Rotunda
and amended to the contract. Shipping fees should be actual. Additional handling
fees, etc. will be absorbed by the WDS supplier. If the product is returned
damaged, the supplier must refuse shipment. If the supplier accepts shipment, a
credit will be provided to Ford or its distribution agent and a debit to the
supplier for the cost of goods sold.
13.7 WDS MANUFACTURING STRATEGY
To provide our customers with a highly competitive product we require a clear
understanding of the manufacturing strategy that will be utilized with this
product. Our intent is not to require a manufacturer to establish local
manufacturing, but to investigate best practice on taking this product to
market.
18
<PAGE>
Point(s) of manufacturing can significantly impact the landed cost of the
product which will be a factor in determining the cost/value equation.
14. ORDER PROCESSING AND SUPPLIER INVOICING
14.1 ORDER PROCESSING
Orders will be processed by the Rotunda Activity. The supplier is required to
make an appointment with Rotunda to review detailed policies and procedures for
processing orders.
14.2 SUPPLIER INVOICING
An invoice can be submitted for payment as Products identified on a release and
related services are delivered. The release number must be identified on the
invoice. The supplier must maintain supporting documentation indicating delivery
of services included with the Product and make such documentation available to
Ford upon request.
14.3 CREDIT AND COLLECTION
( ).
Ford Motor Company GenRad
By: /s/ Karen Turbin By: /s/ Paul Geere
Its Buyer Its Managing Director
19
<PAGE>
ATTACHMENT A
DESCRIPTION OF SOFTWARE: Grade
TERM OF LICENSE: Life of WDS applications development
LICENSE FEE: $( )
Check One
_X_ COMPUTER SYSTEM OR SITE: FCSD
___ LOCAL AREA NETWORK:
Licensee's use of the Software will be limited to the Licensed
Computer Network located at Licensee sites. Copies of the Software
may be electronically transferred over the Computer Network
provided that the maximum number of concurrent users does not
exceed ______. Licensee agrees to install software under a
software usage management and control system that insures the
maximum number of concurrent users of the Software does not exceed
the number of units for which a license fee has been paid to
Licensor for the express purpose of use on a computer network. As
used herein, Computer Network is any combination of two or more
terminals that are electronically linked and capable of sharing
the use of a single software program and can control concurrent
usage of the Software.
INSTALLATION: _X__ Performed by License
____ Performed by Licensor
SUPPORT PROVIDED BY LICENSOR:
Description of Services: ( )
Fees ( )
Term: Life of WDA applications development
GenRad Licensee
By: /s/ Paul Geere By: /s/ Karen Turbin
Its: Managing Director Its: Buyer
20
<PAGE>
Ford Customer Service Division
Diagnostic Service Center
Subject: Worldwide Diagnostic System (WDS) Scope of Work
The purpose of this document is to identify the Scope of Work for the Worldwide
Diagnostic System (WDS) which has been developed through the Request for Quote
(RFQ) selection process with the selected.
For the Worldwide Diagnostic System (WDS) Ford Motor Company is purchasing an
( ) System, modified to meet Ford vehicle interface requirements, which can
provide Ford Dealers with a single worldwide diagnostic tool and the software
required to use the tool to service Ford vehicles.
The WDS Project will replace the existing diagnostic development processes with
a single global process and enable the transition from four diagnostic systems
(SBDS, NGS, FDS2000 and PDU) to one diagnostic system (WDS). WDS will support
Ford Motor Company's Goal to improve "Fix It Right The First Time on Time"
(FIRTFTOT).
This system will be supplied by the selected "Full Service Supplier".
"FULL SERVICE SUPPLIER"
Ford will supply Diagnostic Functional Requirements to GenRad using the
Diagnostic Authoring Process/Tool provided by GenRad. GenRad will develop,
implement, and provide the Software and Hardware required to perform the
diagnostic functional requirements. The re-engineering, design and development
of Complex Tools require significant input from Ford and Ford will be the lead
activity in this effort. Roles and responsibilities between Ford and GenRad for
the re-engineering effort will be mutually agreed upon during development.
The "Full Service Supplier" requirements include all of the following elements
of the WDS Work Breakdown Structure (WBS):
- Diagnostic Requirements
- Complex tools
- Functionality Required for Backwards Compatibility
- Diagnostic Application Maintenance
- Hardware Functional Requirements
- Diagnostic Foundation Requirements
- Sample/Pilot Requirements (includes Development Units,
Dealer Demo Units, Dealer Pilot Units and Training School
Units)
- Diagnostic Authoring Requirements
- Commercial/Support Requirements
21
<PAGE>
SCOPE OF WORK SUMMARY
The Scope of Work for the WDS Project includes all of the agreements and
clarifications developed during the RFQ review Process with GenRad. This
information is contained in the following documents:
- GenRad Quotation For the Worldwide Diagnostic System: Dated ( )
- WDS-RFQ; Ford Questions to GenRad Dated ( )
- GenRad response to Ford Questions ( ) and submitted
to Ford; ( ) , including the following documents
<TABLE>
<CAPTION>
<S> <C>
ESB009.DOC TabMan Client Integration
GWDS0178.DOC GRADE - A summary of the Authoring Tools
GWDS0312.DOC Response to Ford Questions
GWDS0318.DOC Framework User Interface
GWDS0319.DOC TabMan Trace Storage
GWDS0320.DOC GRADE Libraries
GWDS0321.DOC TestMan System Cells
GWDS0322.DOC Advanced Data Repository
GWDS0323.DOC Comparison of Pentium vs 486 Processor for WDS
GWDS0324.DOC Hardware Specification For The WDS3500-486 System
GWDS0325.DOC Hardware Specification For The WDS3500-Pentium System
</TABLE>
- Hardware Specification for the WDS 3500-Pentium System GWDS/SPEC/0325
Revision 4.0
DELIVERABLES
The above referenced information is not complete in some technical areas which
require further development. This contract is based on the data provided and
Ford's interpretation of that data. It is critical that GenRad and Ford work
together to refine the requirements and achieve a set of mutually agreed
specifications for the WDS, in a timely manner. The specification timing is
addressed in the Deliverables listed below. These efforts will be coordinated by
the WDS Project Management activity.
The following is a brief summary of the major agreements reached during this
process.
The WDS pricing agreed upon during the RFQ process is contained in Attachment 1.
The pricing for all optional items includes ( ).
These prices reflect the latest information provided by GenRad for the WDS
hardware including optional & standard CATs, docking station and optional CFR.
The GenRad proposal selected is the "one box" version of the GDS3500 - Pentium
system. The pricing for the "one box" version of the GDS3500 - Pentium system,
including ( ).
GenRad has agreed to supply the Diagnostic authoring Environment at no charge to
Ford. Personnel authorized by Ford are licensed to use GRADE for the purpose of
creating diagnostic applications in conjunction with GenRad as implementers for
execution on the GenRad supplied WDS 3500-Pentium System.
GenRad also agreed to give Ford an off-site applications engineer rate (
) Letter to Karen Turbin Ford Purchasing) and Technician
rate of ( ) for the WDS Program.
22
<PAGE>
The following is a list of Ford deliverables for the major WDS Work Breakdown
Structure elements. These dates may be superseded by mutually agreed upon
delivery dates.
DIAGNOSTICS DELIVERABLES
These deliverables are contained in the System Design Deliverables
document (Attachment II)
DIAGNOSTIC AUTHORING ENVIRONMENT DELIVERABLES
These deliverables are contained in the Diagnostic Authoring
Environment Deliverables document (Attachment III)
HARDWARE FUNCTIONAL DELIVERABLES
These deliverables are contained in the Hardware Deliverables
document (Attachment IV)
SUPPORT/COMMERCIAL DELIVERABLES
These deliverables are contained in the Support/Commercial
Deliverables document (Attachment V)
GENERAL REQUIREMENTS
Vehicle Coverage At Launch
WDS will provide diagnostic coverage for the current model year vehicles
and coverage for the ( ) when launched. WDS will be capable of
diagnosing all Ford badged vehicles from all Vehicle Centers as well as
Jaguar and Aston Martin vehicles.
Vehicle System Diagnostic Coverage
WDS will be capable of covering all (
) that can be diagnosed using electrical
or electronic means within the limits of the mutually agreed
specification of the WDS 3500-Pentium System.
Languages
WDS software will operate ( ) necessary to support local
requirements. WDS will support both single and double byte, Cyrillic,
and Alpha-Numeric languages written in any direction.
Installation
System installation, initial set-up and subsequent installation of any
system software updates will not require any special skills on the part
of the operator.
ISO9001
WDS, the development environment, Suppliers associated with WDS or
products associated with WDS must be ISO9001 compliant by January 1,
1999.
23
<PAGE>
DEFINITIONS
Ford - Any reference to Ford throughout this document should be taken as
Ford, Lincoln Mercury, Jaguar, Aston Martin and association programs
(e.g., Mazda/Probe, Nissan/Villager, etc.) except where explicitly stated
otherwise.
WDS - any reference to WDS throughout this document should be taken as
the WDS unit, docking station, foundation software and standard CATs.
Other aspects of WDS such as its development environment will be
specifically mentioned where needed.
CATs - Cables, Adapters and Transducers.
Options - There are items, such as the CFR, that the Dealer can purchase
as an option under the WDS Project. Such items will have their hardware
supported under the WDS Support Program.
Dealer Provided Equipment - There may be some items, such as a printer,
that the Dealer can purchase from a third party. In such cases, the
Dealer is responsible for securing hardware support for these items.
Diagnostic Foundation - Software that is fundamental to operation of the
WDS unit and has minimal or no dependency on vehicle types, model years,
or user characteristics (e.g. database engine, high and low level
software libraries and utilities, etc.)
Diagnostic Authoring Tool - A software suite with a user friendly front
end like a graphical user interface (GUI) to be used by Ford for
authoring guided diagnostics and generating and executable code. It must
include an emulator so that the code can be tested, de-bugged and refined
before validation on the WDS hardware.
<TABLE>
<CAPTION>
<S> <C>
FORD MOTOR COMPANY GenRad, Inc.
By: /s/ Karen Turbin By: /s/ Paul Geere
Printed Name: Karen Turbin Printed Name: Paul Geere
Title: Buyer Title: Managing Director
Date: 6/20/97 Date: 6/20/97
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
ATTACHMENT 1
UNIT PRICE 1 AMOUNT 1,2 COMMENTS/INSTRUCTIONS
<S> <C> <C> <C>
GDS3500 Main Unit (Major Items)
1. Integrate VIU into the Roving Unit ("One Box") Included in A1 & A2 $( ) Please provide exact savings
2. VCL Included in A1 & A2 due to this item Confirm 1 MB
RAM and 512 KB FLASH is
included
3. VIS Included in A1 & A2
4. 16 MB RAM Included in A1 & A2 $( ) Incremental cost to go from
8 to 16 MB RAM
5. Hard Disk Drive (>1.3 GB) Included in A1 & A2
6. 10.4 inch Active Color SVGA Display Included in A1 & A2
7. Touch Screen Included in A1 & A2
8. PCMCIA Interface Included in A1 & A2 $( ) Savings amount if PCMCIA
capability were to be deleted
9. R/Time License & Maintenance, O/S, Anti-Virus
& Diagnostic Foundation Included in A1 & A2 $( ) Including LAN and modem
support. With Dial-in File
Transfer Capability provided
by Windows 95 for remote
Access.
10. Loop Back Connectors Included in A1 & A2 Provide a list of all loop
back connectors included
in A.
11. Sample/Pilot Included in A1 & A2 All Sample & Pilot units to
be upgraded or replaced by
production level launch
hardware. Training units are
assumed to be production
level at time of delivery.
12. Tote Case Delete Provide cost of this item as
a dealer orderable accessory.
Subtotal 486 Based Main Unit ( Items 1-12) $( ) Provide weight, power, size
information for this
configuration.
13. 133 MHz Pentium Included in A2 $( ) Incremental cost of going
from 486DX4-100 to Pentium
133.
Subtotal Pentium Based Main Unit $( ) Provide weight, power, size
information for this
configuration.
14a. 486 Main Unit without VIS (Items 1-12 less item 3) $( )
14b. Pentium Based main Unit without VIS $( )
</TABLE>
1 Need firm pricing quotations on all items identified above. Unacceptable
responses include: "Up to", "approximately", "no more than", etc.
2. Please provide separate pricing for items in this column and also include
them in the price of the Main Unit.
3 Main Unit must be designed to accommodate presence or absence of the optional
items without the need for any modifications.
4. As a minimum, CAT and VIS specifications must stipulate: range, resolution,
accuracy, length, construction and connector type as appropriate.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNIT PRICE 1 AMOUNT 1,2 COMMENTS/INSTRUCTIONS
Docking Station (Major Items)
15. CD ROM Drive (Hot Dockable & Boot Capable) Included in B
16. AC Power Source Included in B
17. Battery Charger Included in B
Subtotal Docking Station (Items 15-17) $( )
-------------------------
Total 486 Main Unit and Docking Station (Lines A1 & B) $( )
Total P133 Main Unit and Docking Station (Lines A2 & B) $( )
Optional Items
18. Optional LAN (Hot Dockable/10 Base T) $( ) Included in all units in NA.
Optional for Europe and
ROW. Factory Installed.
19. Optional Modem (Hot Dockable) $( ) Dealer option. Factory
installed. Must provide all
modem configurations required
to support various phone
systems in WDS markets.
20. Additional 8 MB of RAM (Not a dealer option) $( ) Provide all memory upgrade
21. Optional Cart $( ) options and costs. Dealer
22. Optional Tote Case $( ) orderable accessory Dealer
orderable accessory
Standard CATs (4)
23. Pressure Vacuum Transducer $( ) Please provide firm pricing
24. Roving Probe Red $( ) for each individual CAT.
25. Roving Probe Black $( )
26. Probe Tips (15 types) $( )
27. WDS J1962 Cable without CAN $( )
Subtotal Standard CATs (Items 23-27) $( ) Bundled price of standard
CATs
</TABLE>
1 Need firm pricing quotations on all items identified above. Unacceptable
responses include: "Up to", "approximately", "no more than", etc.
2. Please provide separate pricing for items in this column and also include
them in the price of the Main Unit.
3 Main Unit must be designed to accommodate presence or absence of the optional
items without the need for any modifications.
4. As a minimum, CAT and VIS specifications must stipulate: range, resolution,
accuracy, length, construction and connector type as appropriate.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
UNIT PRICE (1) AMOUNT (1,2) COMMENTS/INSTRUCTIONS
Optional CATS
28. High Pressure Transducer $( )
29. WDS J1962 Cable plus CAN $( )
30. WDS DDL Cable $( )
31. Low Current Probe $( )
32. High Current Probe $( )
33. Dual Output Tach Probe Unit Prices and specifications for
34. Vehicle Power Point Cable $( ) items 31 through 36 may be provided
35. Stainless Steel Fuel Inlet Adapter $( ) shortly after the response due
36. Stainless Steel Fuel Return Adapter $( ) date, if not availableat that time.
Optional CFR
37. CFR Main Unit with Interface Cable to WDS $( )
Optional CFR CATs
38. CFR DDL Cable $( )
39. CFR J1962 Cable without CAN $( )
40. CFR J1962 Cable plus CAN $( )
486 Main Unit + Doc. St. + Stan. CATs (A1+B+C) $( )
P133 Main Unit + Doc. St. + Stan. CATs (A2+B+C) $( )
</TABLE>
1 Need firm pricing quotations on all items identified above. Unacceptable
responses include: "Up to", "approximately", "no more than", etc.
2. Please provide separate pricing for items in this column and also include
them in the price of the Main Unit.
3 Main Unit must be designed to accommodate presence or absence of the optional
items without the need for any modifications.
4. As a minimum, CAT and VIS specifications must stipulate: range, resolution,
accuracy, length, construction and connector type as appropriate.
<PAGE>
WORLDWIDE DIAGNOSTIC SYSTEMS (WDS)
ATTACHMENT II
[One page deleted]
<PAGE>
WORLDWIDE DIAGNOSTIC SYSTEM (WDS)
ATTACHMENT III
[One page deleted]
<PAGE>
WORLDWIDE DIAGNOSTIC SYSTEMS (WDS)
ATTACHMENT IV
[Three pages delted]
<PAGE>
WORLDWIDE DIAGNOSTIC SYSTEM (WDS)
ATTACHMENT V
[One half page deleted]
