BOEING PURCHASE CONTRACT PAGE: 1 OF 7 PURCHASE CONTRACT N0: W 311305 DATE: 04/06/2000 SHARED SERVICES GROUP-PUGET SOUND PURCHASE CONTRACT CHANGE NO: 1 BUYER NAME: DAVENPORT,NANCY P. 0. BOX 3707 CHANGE AFFECTS: ADDED ITEM(S) BUYER PHONE: (206)544-9147 MAIL STOP:2M-21 SEATTLE, WA. 98124-2207 ADDED NOTES PRICE ATTN: MATERIEL M/S 3U-AA SUPPLIER NAME: RICK SCANLAN TMS INC DBA TMSSEQUOIA PO BOX 1358 STILLWATER OK 74074 SALES TAX STATUS: WA SALES TAX ATTN: W 311305 SHIP TO..: SHIP DIRECTLY TO THE PROJECT. SEE NOTE #2 SHIP VIA.: BEST WAY PAYMENT REMIT ADDRESS: FOB POINT: SHIPPING POINT TMS INC DBA TMSSEQUOIA PO BOX 1358 PAYMENT TERMS: NET 30 PURCHASE CONTRACT SUBJECT TO STILLWATER OK 74074 TERMS AND CONDITIONS: SEE NOTE #1 INCORPORATED HEREIN BY THIS REFERENCE. *********************************************************************************************************************** ************ SUPPLIERS ADMINISTRATIVE REQUIREMENTS: THIS CONTRACT IS BUYERS OFFER TO SUPPLIER ANY FEDERAL, STATE, LOCAL, OR EXCISE TAXES THE PURCHASE CONTRACT NUMBER, CHANGE AND ACCEPTANCE IS LIMITED TO ITS FOR ARTICLES OR SERVICES OBTAINED BY THIS NUMBER PROVISIONSWITHOUT ADDITION, DELETION, OR PURCHASE CONTRACT MUST BE IDENTIFIED AS A AND THE APPLICABLE ITEM NUMBER, INCLUDING OTHERMODIFICATION. SEPARATE ITEM ON EACH INVOICE SUBMITTED. PART NUMBER AND SERIAL NUMBER MUST APPEAR FREIGHT, POSTAGE, OR SERVICE CHARGES MUST ON EACH INVOICE, PACKING LIST, BILL OF ALSO BE IDENTIFIED IN THE SAME MANNER. LADING, AND ALL CORRESPONDENCE PERTAINING SEND ONE INVOICE MARKED 'ORIGINAL' AND ONE TO THIS PURCHASE CONTRACT. INVOICE COPY TO THE ADDRESS SHOWN ABOVE, ATTENTION ACCOUNTS PAYABLE, UNLESS A PURCHASE CONTRACT NOTE REQUESTS INVOICE SUBMITTAL TO ANOTHER ADDRESS. DELIVERY OF ANY GOODS OR PROVIDED SERVICES ALL PAYMENTS SHALL BE MADE NET THIRTY (30) SHALL BE CONCLUSIVE EVIDENCE OF SUPPLIER DAYS AFTER RECEIPT OF A CORRECT INVOICE1 ACCEPTANCE OF THIS CONTRACT UNLESS OTHERWISE AGREED TO IN THE TERMS AND CONDITIONS OF THIS PURCHASE CONTRACT AND/OR PURCHASE CONTRACT CHANGE. IF ACKNOWLEDGEMENT COPY IS ATTACHED IT MUST BE SIGNED AND RETURNED TO THE BUYER (IDENTIFIED ABOVE) WITHIN FIFTEEN (15) DAYS. *********************************************************************************************************************** ************ 1 BOEING PURCHASE CONTRACT N0: W 311305 CHANGE N0:1 PURCHASE CONTRACT PAGE: 2 OF 7 _______________________________________________________________________________________________________________________ ____________ |ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT PRICE |EXTENDED |NO |ITEM |PRICE |NO | |QUANTITY |UM |START |EXPIRE |QUANTITY |UM | | _______________________________________________________________________________________________________________________ ____________ 1 1 LT PRIZM PLUG-IN FUNDED DEVELOPMENT. 01112000 01102001 1 LT $160,329.00 $160,329.00 FIRM FIXED NOT T00 EXCEED PRICING. SOFTWARE DEVELOPMENT TO THE TMS, INC.COTS PRIZM SOFTWARE IS PRICED PER OPERATING PLATFORM. WORK TO BE PERFORMED PER THE JOINTLY WRITTEN STATEMENT OF WORK 01062000 WINDOWS 95198NT PLATFORM: $66,179.00 UNIX (SOLARIS, 1ST PLATFORM: $67.310.00UNIX (HP-UX -AIX 2ND AND 3RD PLATFORM):$13,840.00 EACH TOTAL $26,840.00 TOTAL DEVELOPMENT COST: $160,329.00 PAYMENT FOR THE PRIZM PLUG-IN DEVELOPMENT PLATFORMS WILL OCCUR AFTER FINAL ACCEPTANCE OF EACH PLATFORM AS DEFINED IN THE SOW AND CORPORATE SOFTWARE LICENSE AGREEMENT. NOTE: THE DEVELOPMENT FOR THE MAC PLATFORM WAS NOT AVAILABLE AT THE TIME OF THIS ORDER BEING IMPLEMENTED. A QUOTE FOR THE MAC DEVELOPMENT WILL, AND BOEING WILL AT IT'S OPTION DECIDE, BASED ON THE QUOTED AMOUNT IF IT WILL PURSUE THE MAC PLATFORM DEVELOPMENT. THESE LICENSES ARE FOR ALL DEVELOPMENT, TESTING (FUNCTIONAL, SYSTEM, ETC.), AND INTEGRATION FOR THE BOEING COMPANY ENGINEERING DATA RETRIEVAL SYSTEM (CEDRS) FORMLY KNOWN AS THE REDARS ORBOLD-E PROJECT. 2 1 LT 01112000 01102001 1 LT $3,130.00 $3,130.00 THE DOLLAR AMOUNT IS BASED ON 100 LICENSES, BUT IT IS THE INTENTION THAT IT WILL BE WHAT EVER NUMBER OF LICENSES ARE REQUIRED TO SUPPORT THIS PROJECT IN THE DEVELOPMENT,TESTING AND INTEGRATION PROCESS. NO OTHER PAYMENT WILL BE REQUIRED UNTIL LICENES ARE REQUIRED FOR PRODUCTION WEB ACCESS/ 2 BOEING PURCHASE CONTRACT N0: W 311305 CHANGE N0: 1 PURCHASE CONTRACT PAGE: 3 OF 7 _______________________________________________________________________________________________________________________ ____________ |ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT PRICE |EXTENDED |NO |ITEM |PRICE | | |QUANTITY |UM | |START |EXPIRE |QUANTITY |UM | | _______________________________________________________________________________________________________________________ ____________ DISTRIBUTION. THE PRICING ON THIS LINE ITEM ALSO REPRESENTS ALL REQUIRED SUPPORT AND MAINTENANCE AS DESCRIBED IN THE BOEINGI TMS,INC. CORPORATE SOFTWARE LICENSE AGREEMENT EFFECTIVE 1/11/2000. WHEN THE DISTRIBUTION LICENSES ARE REQUIRED THE AMOUNT PAID FOR THE DEVELOPNENT, TESTING, INTEGRATION WILL BE INCORPORATED AND TAKEN INTO CONSIDERATION TO THE ADDITIONAL AMOUNT t0 BE PAID IF APPROPRIATE. IT IS ANTICIPATED BY THE PROJECT AND TMS FOR PRODUCTION TO BEGIN JUNE 1, 2000 PROVIDED ALL DEVELOPMENT AND TESTING REMAINS ON SCHEDULE. DISTRIBUTION LICENSES WILL BE NEGOTIATED PRIOR TO MAY 1, PROVIDING THE PROJECT IS ON SCHEDULE. PRIZM PLUG-IN SOFTWARE LICENSES. 3 1 LT PRIZM PLUG-IN FUNDED DEVELOPMENT. 05012000 07312001 1 LT $76,720.00 $76,720.00 FIRM FIXED NOT,TOO EXCEED PRICING. SOFTWARE DE ELOPMENT 10 THE TMS, INC. COTS PRIZM SOFTWARE IS PRICED PER OPERATING PLATFORM. WORK TO BE PERFORMED PER THE JOINTLY STATEMENT OF WORK #01062000 AND ALL REVISIONS. MAC PLATFORM DEVELOPMENT - BOEING UNIQUE VERSION. PAYMENT FOR THE MAC PRISM PLUG-IN PLATFORM DEVELOPMENT WILL OCCUR AFTER FINAL ACCEPTANCE AS DEFINED IN THE SOW AND CORP. SOFTWARE LICENSE AGREEMENT. SCHEDULED COMPLETION DATES PER THE SOW SCHEDULE. PER THE DEVELOPMENT AGREEMENT BOEING 3 BOEING PURCHASE CONTRACT N0: W 311305 CHANGE N0: 1 PURCHASE CONTRACT PAGE: 4 OF 7 _______________________________________________________________________________________________________________________ ____________ |ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT PRICE |EXTENDED |NO |ITEM |PRICE |NO | | |QUANTITY |UM | |START |EXPIRE |QUANTITY |UM | | | | | | | | | | | | | _______________________________________________________________________________________________________________________ ____________ DOES NOT "OWN" ANY OF THE DEVELOPED CODE. (SEE AGREEMENT FOR MORE DETAILS)TERM DATES ON THIS LINE DO NOT APPLY TO THE TIME PERIOD OF DEVELOPMENT. SEE THE SOW FOR DEVELOPMENT SCHEDULE. 4 1 LT PRISM PLUG-IN BOEING VERSION 05012000 07312001 1 LT $232,333.00 $232,333.00 UNLIMITED, PERPETUAL SOFTWARE LICENSES. USE INCLUDES INTERNAL BOEING USERS, AND ANY NON BOEING ENTITY, INCLUDING BUT NOT LIMITED TO SUPPLIERS, AIRLINE CUSTOMERS OR MRO'S WHO REQUIRE ACCESS TO BOEING ENGINEERING DOCUMENTS VIA THE BOEING ON LINE WEB APPLICATION THAT USES THE BOEING VERSION OF THE PRISM PLUG71N SOFTWARE. (SEE NOTES) THIS LINE IT M IS FOR SOFTWARE LICENSES AND THE 1ST , PERIOD OF MAINTENANCE: 5/1/2000 - 7/31/2001 BASED ON CONTRACT NEGOTIATIONS. THESE LICENSE INCLUDE AND SUPERCEDE THE LICENSES IN LINE ITEM #1. NEGOTIATED LICENSES AND MAINTENANCE COSTS: 1ST PERIOD 5/1/00 - 7/31/01 $450,000 UNLIMITED USE LICENSE $67,500 (MAINTENANCE AT 15%) 2ND YEAR 8/1/01 - 7/31/02 $67,500 (MAINTENANCE AT 15%) 3RD YEAR 8/1/02 - 7/31/03 $67.500 (MAINTENANCE AT 15%) TOTAL COST FOR THREE YEARS: $648,870 PAYMENT WILL BE MADE AS FOLLOWS: 4 BOEING PURCHASE CONTRACT N0: W 311305 CHANGE NO: 1 PURCHASE CONTRACT PAGE: 5 OF 7 _______________________________________________________________________________________________________________________ ____________ |ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT PRICE |EXTENDED |NO |ITEM |PRICE | | |QUANTITY |UM | |START |EXPIRE |QUANTITY |UM | | _______________________________________________________________________________________________________________________ ____________ BY MAY 31, 2000: $232,333.00 BY AUGUST 1, 2001: $214,203.00 BY AUGUST 1, 2002 $202,334.00 TMS AGREED DURING THE NEGOTIATIONS TO SPREAD THE PAYMENT OUT OVER A THREE YEAR PERIOD TO HELP BOEING DUE TO PROJECT BUDGETARY CONSTRAINTS AT THE TIME OF NEGOTIATIONS. BOEING WILL ADD THE APPLICABLE YEARLY PAYMENT FEE PRIOR TO EXPIRATION EACH YEAR. PRICING PER 3/8/2000 CONFIRMING E- MAILOF FINAL NEGOTIATED PRICING BETWEEN TMS VP RICK SCANLAN AND BOEING PROCUREMENT AGENT NANCY DAVENPORT _____________ NET PURCHASE CONTRACT VALUE $472,512.00 TAX STATEMENT: "THIS PURCHASE IS SUBJECT TO WASHINGTON STATE OR LOCAL SALES OR USE TAX" INVOICE PAYMENT: INVOICES FOR SERVICES OR PARTS DELIVERED AGAINST THIS PURCHASE CONTRACT SHALL BE MAILED DIRECTLY T0: BOEING SHARED SERVICES GROUP-PUGET SOUND P.O. BOX 34031 SEATTLE, WA 98124-1031 ATTENTION: ACCOUNTS PAYABLE MAIL STOP 7J-88 PHONE (425) 865-4001 APPLICABLE EARLY PAYMENT DISCOUNTS MUST BE CLEARLY MARKED ON THE FACE OF THE INVOICE. 5 BOEING PURCHASE CONTRACT N0: W 311305 CHANGE N0: 1 PURCHASE CONTRACT PAGE: 6 OF 7 INVOICE PAYMENT: ALL INVOICES MUST BE LEGIBLE FOR SCANNING. IF THE PRINT IS NOT LINED UP PROPERLY, E.G. PRINTING ON THE LINES OR IF THE PRINT IS t00 LIGHT OR TOO DARK, THE FONT IS TOO THICK AND/OR LETTERS AND NUMBERS ARE TOO CLOSE, THE INVOICE IS NOT LEGIBLE. CARBON OR COLORED PAPER OR INVOICES WITH SHADED AREAS DO NOT SCAN WELL. TYPE OR BLACK INK WORKS BEST. NOTES: 1 TERMS AND CONDITIONS: CORPORATE SOFTWARE LICENSE AGREEMENT BETWEEN THE BOEING COMPANY AND TMS, INC. EFFECTIVE 1/11/2000 DEVELOPMENT AGREEMENT BETWEEN THE BOEING COMPANY AND TMS. INC. FOR THE BOEING ENGINEERING DATA RETRIEVAL SYSTEM (CEORS)PROGRAM, EFFECTIVE JANUARY ff. 2000 SOW #01062000 AND AL! REVISIONS ARE INCORPORATED HEREIN BY REFERENCE. 2 SHIP t0 ADDRESS: THE BOEING COMPANY ATTN: TONY BASTIAN - (206) 655-9278 7755 E. MARGINAL WAY S. SEATTLE, WA 98108 3 ALL INVOICES SUBMITTED AGAINST THIS PURCHASE CONTRACT MUST BE LABELED "INVOICE" AND MUST CONTAIN: (1) A UNIQUE INVOICE NUMBER AND DATE (2) PURCHASE CONTRACT NUMBER, INCLUDING PREFIX (ONE PURCHASE CONTRACT PER INVOICE ONLY) (3) BILLING AMOUNTS(S), EXTENSION AND NET OF DISCOUNTS BY ITEM (4) INVOICE SUBTOTAL WHICH EXCLUDES SALES OR USE TAX (5) TAX AMOUNTS 8Y STATE IF TAXABLE (6) INVOICE TOTAL COPIES OF FREIGHT CARRIER INVOICES MUST ACCOMPANY ALL INVOICES BILLING FOR ACTUAL FREIGHT CHARGES. APPLICABLE EARLY PAYMENT DISCOUNTS MUST 8E CLEARLY MARKED ON THE FACE OF THE INVOICE. INVOICES MUST BE MAILED DIRECTLY TO: BOEING SNARED SERVICES GROUP (PUGET SOUND) 6 BOEING PURCHASE CONTRACT N0: W 311305 CHANGE NO: 1 PURCHASE CONTRACT PAGE: 7 OF 7 NOTES: P.O. BOX 34031 SEATTLE, WA 98124-1031 ATTENTION: ACCOUNTS PAYABLE MAIL STOP 7J-88 PHONE NUMBER (425) 865-4001 SUPPLIER UNDERSTANDS AND AGREES THAT BOEING APPROVAL AND PAYMENT OF ANY SUPPLIER'S INVOICES AGAINST THIS CONTRACT IS NOT TO BE CONSTRUED AS ANY TYPE OF ACCEPTANCE OF THE PRICES/RATES INCLUDED THEREON. PAYMENT OF SELLER'S INVOICES SHALL BE MADE SUBJECT TO ADJUSTMENT FOR ANY AMOUNT SUBSEQUENTLY FOUND TO HAVE BEEN IMPROPERLY INVOICED. 4 BOEING SITE CONTACT: NAME: TONY BASTIAN MAIL STOP: 14-98 PHONE: 206-655-9278' 5 A WRITTEN ACKNOWLEDGEMENT OF THIS PURCHASE CONTRACT IS REQUIRED TO BE RETURNED TO THE NO LATER THAN FIFTEEN (15) DAYS AFTER RECEIPT OF THIS CONTRACT. 6 THE PURPOSE OF PCC #1 IS TO ADD LINE ITEMS #3 AND #4 LINE ITEM #3 IS FOR THE MAC PLATFORM DEVELOPMENT LINE ITEM #4 IS FOR THE UNLIMITED, PERPETUAL LICENSE OF THE PRISM SOFTWARE(BOEING UNIQUE VERSION). THE UNLIMITED LICENSES ARE IN SUPPORT OF THE BOEING-ON LINE WEB APPLICATION OF ENGINEERING DOCUMENTS TO BOEING END USERS. THIS APPLICATION OR PROGRAM IS CURRENTLY CALLED, BOLD AND/OR REDARS AND/OR CEDRS. OVER THE LIFE OF THE PROGRAM/APPLICATION THIS NAME MAY CHANGE, HOWEVER THIS CHANGE WILL NOT AFFECT THE USE OR UNLIMITED DISTRIBUTION OF THE LICENSES BY BOEING. 7