Loading...
HomeMy WebLinkAbout1999-073• 40 Y. t. , m C� C> Indian River County MBP # 20560 )ate: Jan 27, 1999 Valid Until: Mar OMS, 1'999 Revision 1 THIS PROPOSAL, IS BEING SUBMITTED AND IS [.'.XPRF.SSI,Y SUBJECT TOTHE TERMS AND CONDITIONS CONTAINED IN THE PURCHASE CONTRACT ATTACHED TO THIS PROPOSAL.. CAPITALIZED TERMS ARE USED IN 'PHIS PROPOSAL AS DEFINED IN THAT PURCHASE CONTRACT. 4D E-1 TABLE QT CONTENTS PROCESSROADMAP ................................................................................................................................ 1 YEAR2000.................................................................................................................................................... 3 PRICING................... ................... .................. .............. .............................. ....................... I........................... 6 HARDWARE................................... ... ................. »........................... .......... ........... ........... 1111..., ........... ..,,... 6 Categoryl Prodrrers......._.................................................................................................................... 6 SERVICES............... ................................................................................................................................ 6 PROGRAMMEROPTION.................................................................«.,....,..................,,................,................... i NOTES: ............ — .............. ........... .................................. ............... — ....................................................... T BILLOf MATERIAL....................................................................................................................... ...1,11,1, B SCOPE........................................................................................................................................................... 9 OVERVIEWC........................................1111-.......................... n-aminit and Recelne Stations ........... -111 ...... 1 ............. siteController ...............................................1111......... MasterVoler.............................................................. 1MCICECswitch........................................................ S},slejzrhkrnaser........ ........................ ............ 111.1-1111... Qispalch COMfOleS..................................................... Jessica Telephone hrrerconnecr................................ TerminalProducts .................................................... Upgrade Installation ................................................. TRAINING .... ............................ ................. 1............. 11,,1... CUSTOMER FINANCING OPTIONS ATTACHMENTS PURCIIASIi CgN'C'RACi' %%'/k:xIIIRI'I'S GENERIC LI'lliRATURF .9 .9 14 ` ERICSSONi Page i Company Proprietary & Confidetitial Thls pacunsent cunininc lnrwmallon Thai Cunowirs n Near :0011 Readiness Iiiiriwore as drilned by the Year 2000 Inlnrmalinn grid Readineic Oliclni0fe.vl nr0clnhcr 191A. C1 Year 2000 Upgrade INDIAN RIVER COUNTY PROCESS ROADMAP JANUAR r 27,1999 This Proposal package is based on audit information that you have provided to the Private Radio Systems Division of Ericsson Inc. (PRS). In response to your audit, PRS has identified those items, on the audit, that require actions to attain Year 2000 Readiness for certain PRS and other components in your system. PRS is providing this Proposal to allow your [IRS Category 1 and Category 3 products (as defined below) to achieve Year 2000 Readiness. To upgrade PRS products requires a two, step process. Step l is to verify and upgrade PRS Manufactured Products (as defined later) to current hardware and software revisions. Step 2 is to install Year 2000 Ready PRS Software. The following is a roadmap of the Sections within this Proposal and the contribution each Section provides to the overall offer. The Year 2000 Section identifies the process by which PRS has classified items for identification purposes and outlines the types of modifications and/or upgrades required by your PRS Manufactured Products. Additionally this Section recommends that you, the Buyer, consult with your own Year 2000 Readiness advisor. The Audit, which you have provided, is contained in the Exhibits area of this Proposal. The Audit indicates the current hardware revisions for PRS Manufactured Product in your syslcin and the PRS classification of those revisions. Each hardware item has been reviewed for Year 2000 Readiness issues, and has been individually identified by Category and shows a recommended remedy. Software remedies for all [IRS Manufactured Products is provided foxier in F.DACS FX Agreement, which is included with this Proposal. The prices of replacement items, identified from the Audit, are presented by Category and by Product Group in the "Pricing" Section of this Proposal. The Services subsection is a consolidated listing for all of the services offered as well as the cost for FX services required by your system, Wally. Any options offered are to enhance the basic functionality of the 1'RS Manufactured Products required by your system to attain Year 2000 Readiness (i.e. larger CRT lVlonitors or Enhanced keyboards). • The "Bill Of Material" Section provides a listing of the PRS Manufactured Products and services specific to your system by Product Group. ERICSSON 0 Page. 1 Company Proprietary & Confidentiai "I hi% nacoment C"onlnina Inrormxifnn Ihxt 0111%ilinio a NCar 271110 lieudloess 111w osure ns donned lkv ihr V"T 1000 lotormo0ou and Ilead7nns rrl+elorure tri ir0dribrr 1INN. C-1 M Year 2000 Upgrade INDIAN RIVEN COUNTY JANutter27,1999 s The "Scope" Section of this Proposal contains an explanation of the need to provide the replacement Products delineated in the "bill of Material". + The Customer Financing Option Section provides "information only" for optional finanring. ■ The Purchase Contract contains all of the Contractual Terms and Conditions. The Functional Test Plan {PTP} delineates the specific tests to be performed during Step 1 of the upgrade process. ERICSSON � Paage 2 Company Propriettary & Confidential 7"hir nurument Cummins lninrmaiion Iha, i'unstilmirs a year 2000 Readiness ninlowrc as *rWd i+r the %'ear 1000 infOring,ion and Readiness iij Sch'"1rr krt oi(Irinbrr 1'Y'1Fi. • 4b Year 2000 Upgrade XiNu iRY27,1999 INDIAN RIVER COUNTY UZ-FA` to i With the approach of the Year 2000, PRS is conducting an ongoing review of Products for Year 2000 Readiness issues. For purposes of its review, PRS has categorized Products into one of five categories: Category I — PRS radio communication products manufactured and/or PRS branded products using PRS application software and also listed in the 1998 PRS Products and Services Catalog issued 5/1/98 (herein, exclusive of certain "Vendor 'Products" or "Excluded Products" defined below, called lite "Current PRS Manufactured Products"). Category 2 — Third party vender products listed in the 1998 PRS Products and Services Catalog (the "Current Vendor Products"). Category 3 — PRS radio comnmnications products previously manufactured and/or branded by PRS but are no longer listed in the 1998 1'RS Products and Services Catalog (the "Non -Current PRS Manufactured Products') and together with Current PRS Manufactured Products, sometimes collectively called the "PRS Manufactured Products". Cates 4 — Third party vendor products that were previously but are no longer listed in the 1998 PRS Products and Services Catalog (the "Non -Current Vendor Products") and together with the Current Vendor Products sometimes collectively called "Vendor Products'" Category S — Third party Products that do not fall in any of the four Categories listed above (the "Excluded Products") inclining, without limitation, components and services linking Buyer's System to other products or systems.. Some third party vendors have already indicated that certain of their products that were Previously used as operating system sollware platforms will not be Year 2000 Ready (for example, DOS and PIMP based products). System performance will depend on perlorniance of all components, and some components may not Inc ..repairable" and may have to be replaced. However, replacenicut of one componclil may then cause interlace and other integration problems with other components, even if_the), are Year 2000 Ready by themselves. (For example, upgraded soli van: may require greater capacity hardware). ERICSSON W Page 3 Company Proprietary St Confidential 'I hi% nueurllrnt Cwllainx Inrorma.tinn that ciamitutrs a l tar Iwo ttcalllnrxc n}xrtmurr a% drTnrd In ow Scar ;null ill rarmalinn:lid Hradinr%%niscllrstare Ali nrOcurtrcr IIN4. M cA Year 2000 upgrade Ji,vu iRY27, 1999 INDIAN RIVER COUNTY Here are a few well-known examples of sonic or the major products, which will require hardware replacement: HARDWARE PRODUCT OPERATING SYSTEM SOFTWARE PDP System Manager PDT' PDP Site Controller PDP DOS IMC Manager Microsoft DOS C3 Maestro DOS Consoles Microsoft DOS PRS is providing the suggestions and recommendations in this Proposal nt response to your request. PIIS has reviewed the completed inventory audit form of your equipment in the system that you have provided and a copy of which is attached to this Proposal (the "Audit Form"). The suggestions and recommendations in this Proposal address some of your Year 2000 Readiness issues based oil the information contained in the Audit Form. The quality and scope of the PRS suggestions or recommendations in this Proposal are dependent upon the quality of tine inrormation in the Audit Form, and PRS is relying upon your review of the completeness and accuracy or the Audit Form. PRS has divided the current hardware and software, as shown on the Audit Form, into the five categories listed on the previous page. Based on the information in tate Audit Form, PRS has identified and is recommending those. current PRS Matutractttred Products and Non -Current PRS Manufactured Products (Categories 1 and 3) that need hardware and/or software upgrades in order to be Year 2000 Ready by themselves. Ir you fallow the PRS suggestions and recommendations set forth in this Proposal, PRS is prepared to Offer you the Year 2000 Readiness Warranty set forth in the Purchase Contract for the PRS Category 1 and Category 3 Products. Based solely on and assuming; the correctness or the information provided to PRS by the third party vendors, PRS may also suggest or recommend which or the Current Vcndor Products and, if applicable, Non -Current Vendor Products (Categories 2 and 4), need hartivwie andlor software upgrades to be Year 2000 Ready by themselves. If you r011Ow the PRS recommendations set forth in this Proposal. PRS wit/ provide to you any Year 2000 Readiness warranties that the vendors provide: ror such Vendor Products and that can be passed through to 11RS customers, if any, ERICSSON A Page 4 Company prupriciiu-y & Contidcutiat -rhi, narunirnt crhrltatns Inrurmailun that c—tituire a Vrar N00 Rr44inr44. nisrhrtiure m drlinrd by ihr ►rur 2000 inrurtnattun and Rradinr.0 Im imurr Act ur0on1kcr 10114. do 40 Year 2000 Upgrade JANUARY 27,1999 INDIAN RIVER COUNTY Finally, as to the products included in Category 5. PRS recolnmends that you address your Year 2000 Readiness questions directly to either the third party proelttct vendor or your own Year 2000 Readiness advisor. Please note that the Year 2000 Readiness of all the PRS Manufactured Products in your system cannot provide assurance that your system will be Year 3000 Steady when it contains Vendor Products and or Excluded Products that are not Year 2000 Ready. Replacement of one system component may also cause interface and other integration problems with other componelits, even if they are Year 2000 Ready by themselves. (For example, upgraded software may require greater capacity hardware). PRS will be responsible to interface and integrate PRS lvlantifactured Products (Categories I and 3). You will be responsible to interface and integrate PRS products with all other vendor and third party products, including Vendor Products and/or Excluded Products. The above suggestions and recommendations are based on (lie classification of products shown on the attached Audit Form. Please review the Audit Form classifications carefully and provide PRS with any questions, comments or corrections that you and your Year 2000 Readiness advisors have. PRS will revise this Proposal to reflect the effect of any mutually agreed upon changes to the Audit Form. Please consider this as a specific offer by PRS to provide YOU with the products and services set forth in tilos Proposal in accordance with the terms and conditions set forth in this Proposal and in the attached Purchase Contract. THE 'I RNIS AND PROVISIONS OF THIS PROPOSAL (INCLUDING THE ATTACiiE17 PURCHASE CONTRACT) EXPRESSLY SIJPERCEDE AND REPLACE ANY OTHER ORAL OR WRITTEN, PAST OR PRESENT, REPRESE'NTA'TION. PROMISE, UNDERSTANDING, PROPOSAL, AGREEMEN'r, WARRANTY, COURSE OF DEALING OR TRADE USAGE CONCERNING THE SUBJECT MATTLIZ HEREOF WHICH IS NOT EXPRESSLY CONTAINED OR RET'LIZ :NCED IN Tuns PROPOSAL AND THE ATTACHED PURCHASE CON TRACT, AND"I'll!] TERMS AND PROVISIONS Ol' ANY SUCII OTHER REPRESENTATION, PROMISE, UNDERSTANDING, PROPOSAL.. AGRI'EMENT, WARRAN`rY, COURSE OF DEALING OR "TRADE USAGE ARE NOTCUMULATIVE AND SHALL NOT BE BINDING ON I?rrllER PRS OR YOU. ERICSS©N 0-0 Page 5 ('onlpany Proprielary.& C oniidenlial I tri+ Uueuutrttl Con�ry lururmalflnn tial Con^t111ulcs a Rear 2000 lirudinrss IIi+,Lnrire us draped ti) Or %cur 30910 1nl��rmuaan a011 Itcad111m Ilhrinsurr Art Of 0cluber 1941+. ti U-) Year 2000 Upgrade INDIAN RIVER COUNTY JANUARY27, 1999 PRICING PRS offers you the following pricing for the hardware products and services: Hardware Cute a I Products Qty Unit Description 1 Lt. Downlink GETC Upgrade Package I Lt. Jessica Upgrade Package SERVICES Qty Unit Description I Lt. Installation & Project Support 0 Yr. EDACS PX Software Services Grand Total $135,633.26 Price $ 121.96 $ 30,278.30 Price $ 105,233.00 $ Already under FX Agreement The material on each page of this document is offered subject to the terms & conditions of this Proposal and the attached Purchase Contract. EFtlt:SS[7N � Page 6 Company Prvprietury & Confidet}tial 'I hl. nl}rilnlrilt ('nnlnlnK hrnrrenHnn Ihgl C-anUltutrr u 1'rar 20tH} krarl{nrss I}istlmurr ■s OnnO h} Ihr %'nr NRSp Ird, •rnrrlien o".I R- Min r.• Ili.r 1.nrr. kr nl (l,^ +r`)'P-4 40 Year 2000 Upgrade INDIAN RIVER COUNTY Programmer Option' 4IIvU my27,1999 PRS is providing a special price on the purchase of EDACS 4 ProGraninter :Software Product with the execution of an EDACS FX Agreement. PRS has addressed certain DOS related date halidling issues through the EDACS 4 ProGrammer, which operates on a Windows® based PC platform. Commercial PC hardware and operating software are considered 'Excluded Products and are not considered Covered Products by PRS. The EDACS 4 ProGrammer is currently able to program standard LPE, EMP/EMM, IPE, MRKIORION, MDX. MOR, PCS, DPI;, Allegra, MPA (except 900), MTL (except 900), FNID, & Alpha FMD Terminal Products. Future release updates to the EDACS 4 ProGraminer will be provided tinder the terms of the EDACS FX Agreement. Programming of additional Terminals Products is planned for future releases of the EDACS 4 ProGrammer. EDACS 4 ProGrammer Software TQ3385 List $ 2,500.00 Special Price $ 1,500.00 RESPONSIBILITY AMIE] COSTS TO PROGRAM THE BUYER'S TERMINAL PRODUCTS TO OPERATE WITHIN PRS COVERED PRODUCT GUIDELINES IS SOLELY THE BUYER'S RESPONSIBlt-iTY AND IS OUTSIDE THE SCOPE OF THIS PROPOSAL.. Notes: A. PRS reserves the right to adjust the prices quoted in this Proposal and request all anlendment to tile Purchase Contract to reflect actual conditions encountered while implenlcnling this }project. B. This Proposal does not address spare parts in the Buyer's inventory. C. MOM PC replacefnent indicated on the Audit has been provided by (tic customer. ' Please see the User 'terminals description in the Scope Scclion of this i'roposat I'or additional details about user ccltiipment hardware and software. The material on cacit page of this document is offered suhjeet to the terns & conditions of this Proposal and the attached P1.11-Cllnlii' Contraet, ERICSSON t Page 7 Company Proprietary & Conlidenlial This nurtirnrnl Contains lnkirlilatinn that U11n%6lk1tr% a leer 2oflf) tlradinrn DhOo rrre as dclined h� Thr ►rar 2011, 1nG., nulliIII, slid it nidi IN-% Ili,r 11111Vf Irl of 4}' tnl: r 1'1•!1. i r Year 2000 Upgrade INDIAN RIVER COUNTY .1AhrlAnY27, 1949 BILL OF MATERIAL The following items of material or services will be provided with each product or general service indicated: 10 ea. C3 Windows NT Console Processors Pentium II PC Processor Windows NT 4.0 Operating Software It. Downlink GETC Upgrade Package (4) GETC Chip & Hardware set(s) (45) GETC Chip & Hardware set(s) FX Software Upgrade It, Installation & Project Support System Engineering; Project Management Installation of Year 2000 Upgrades "Testing per the attached Functional Test Plan (FTP) 0 yr. FX Software Services z Per the attached EDACS FX Agreement Our records indicate your ED,ACS product is covered by an existing TX agreement. PX services must be in place through llll2000 in order to validate the PRS Year 2000 Warranty provisions of the contract. if your existing FX contract expires less than I year prior to 1!1/2000 you may purchase only one year of FX Services for the published FX price based upon your system size. PRS customers not under B)ACS FX agreement must purchase l,X services at the listed price. Please contact %our sales representative far aiternate pricing;. The material on each page of this document is offered subject to the terms & conditions of this Proposal and the attached Purchase Contract. ERICSSON . Page ii Company Proprietary & Confidential lilt% 1311rnment Conmins InranntaEinn th:al Cglm ilulr. a !car 20(10 Sradine, 1110"Wrr at llrSlnrd Ar the %car 10110 Inr,n sr1a11"n - a lr, ,rLu . pre, a s I,rr 11 r„.. I -PA i +B Year 2000 Upgrade .1ANU IRY27, 1999 INDIAN RIVER COUNTY SCOPE PRS is providing this Proposal to allow your PRS Category I and Category 3 Products to achieve Year 2000 Readiness. To upgrade PRS Manufactured Products requires a two step process. Step I is to verify and upgrade PRS Manufactured Products to current hardware and software revisions. Step 2 is to install Year 2000 Ready PRS Sofhvare. The following overview section below provides a detailed description of the PRS proposed changes to your PRS Manufactured Products, subject always to the terms and conditions of the Purchase Contract. Overview Transmit and Receive Stations PRS has evaluated your equipment audit and has determined that the following PRS software upgrade is required for your station/site, by itself, to become Year 2000 Ready: • PRS Y2K GETC Soft%varc installation Site Controller Pl2S has evaluated your equipment audit and has determined that the following. PRS software upgrade is required for your site controller, by itself, to become Year 2000 Ready: • PRS Y2K Site Controller SoltGvare installation Master Voter E=ach centrally voted EDACS product requires a Master Voter assembly. The Master Voter employs "GE Trunking Cards" (GETC) that requires minimum hardware and software revision levels to be able to interact with the outer components of EI?ACS. Among other things, existing hardware in your Master Voter requires 1116 hardware and software upgrades to provide Year 2000 headiness or the PRS Manufactured Products by themselves. PRS is proposing the following upgrades: ERICSSON Page 9 Company Proprietary & Confidential This linrunicni cimiaitis InrormpWrin thnl [bnstiluict a fear 10410Itradinrss 1li%cln4utr 61, drfnril bti the 'tear 200A Iniurmatinn and Itradinrst tltstiuturr .►rt rd0ttobtr 1108.. 4P do Year 2000 Upgradc INDIAN RIvFR COUNTY Master Voter Upgradc(s) • GETC Component Upgrades • PRS Y2K GETC Software installation IMCICEC Switch Jr1NUARY27, 1999 PRS has evaluated your equipment audit and has determined that the following soll,tware upgrade is required for your IMCICI C, by itself, to become Year 2000 Ready: • PRS Y2K IMCfCEC Software installation System Manager PRS has evaluated your equipment audit and has determined that the following PRS software upgrade is required for your system manager, by itself', to become Year 2000 Ready: • PRS Y2K System Manager Software installation Dispatch Consoles PRS has been advised that the processor speed of the C3 consoles was incorrect on the audit. The buyer now advises that each processor is a P5-100. "therefore, instead of the indications for consoles shown In the audit, the following is applicable: PRS has evaluated your equipment audit and has determined that the hallowing PRS software upgrade is required for your consoles, by themselves, to beconic Year 2000 Ready: Windows NT 4,0 Operating Software r PRS Y2K C3 N'l' Software inst,lllalion ERICSSON � Page 10 Company Proprictatl' & Confldenli:ll Ills lioeumtnl Contains infnrmai4lm Ilius cunstlluin a l'tpr 2111)11 Ittadtnen nlsclosure as dermad trs 14r t'cxr xp1)p Infnrntpill un and ItrAdlnrcr IN ifIL)%urr .tri orthtuUer 194M. 40 40 Year 2000 Upgrade INDIAN RIVER COUNTY Jessica Telephone interconnect J.rNU aY27,1999 Your EDACS product is equipped with a Jessica Telephone interconnect. One component of Jessica is the Ericsson MD -1 10 PBX telephone switch. The time and date iinfonnation internal to the MD -1 10 is not Year 2040 Ready as to such by itself, PRS is proposing to upgrade your MD -110 component from its present hardware and software package, that is Software release BC7.2 or older, to the Year 2000 Ready BC9 hardware and software package. This upgrade provides a hardware migration from the existing 8 Bit processor platform to a 32 processor and provides the Year 2000 Ready BC9 software -operating package. PRS is proposing the following upgrades. Jessica Interconnect • 32 Bit processor MD -I 10 upgrade package ■ BC9 MD -110 Software Package THIS PROPOSAL DOES NOT ADDRESS YEAR 2000 READINESS ISSUES FOR YOUR DATA APPLICATION SOFTWARE, IF ANY. Terminal Products. Throughout the years of EDACS system production, PRS has produced a large variety or Terminal Products. While several of these "Terminal Products are no longer in production, they slay still be in use today. PRS has identified those Terminal Products that PRS will be able to classify as Covered Products for use with the other PRS Year 2000 Rcady Covered Products. While there may be occasions when PRS Excluded Terminal Products, not identified on the list below, may work with PRS Year 2000 Covered Products, PRS cannot recommend the continued operation or P[tS Excluded Terminal Products. Each EDACS "Terminal Product operates with two sets of PRS software. Set one is the "Plash Code" and set two is the "Personality Coale". PRS is concerned that your "Terminal Products may not be running up to date PRS Covered Software, Covered Software is the current released software code or one code release prior, of PRS operating "Plash Code" and *'Personality Code" programmed with current EDACS 4 ProGrantmer Product. lrthe EDACS 4 ProGraminer does not currently program your Terminal Product, the last ERICSSON Page 1 t Compaiev Proprietary & Confidential 1 iii% no unirnf ['uniains Ldvnii¢fiun ffinl r nnxlhuSew a Y r.fr 11100 tteaditim oledusare ii rIenoed by the Vc1st .0011 I ntormatinn and 1tr:1t1i41r%% DiNd"1H1r Art nt IIt 10W 1"M. i CA Year 2000 Upgrade J tNuARY27,1999 INDIAN RIVER COUNTY available Programmer Product (EDACS 1. 11, 111, or Stand Alone Programmer) will be deemed as current. The following 'Terminal Products, when operating with current PRS Software as defined above, are classified as Covered Products, by themselves, and will be subject to the terms of the PRS Year 2000 Readiness Warranty. Famil Model Family M -PA MDX M -RI{ MDR LPE EMM Orion FMD PCS Alpha FMD PIEModel D E Ran ger IPE MTL {900 only) EMP RESPONSIBILITY AND CpS'fS TO PROGRAM THE BUYER'S TERMINAL PRODUCTS 'ro 011I:RATE W111 -11N PRS COVERED PRODUCT GUIDELINES I5 SOLELY THE BUYER'S RESPONSIBILITY AND IS OUTSIDE. 'THE SCOPE OF THIS PROPOSAL. Upgrade Installation Assuming timely acceptance of dais Proposal, including. the ;attached Purchase Contract, and your cooperation, PRS will install the products and software named in this Proposal with skilled contractors and PRS personnel. PRS understands your concern for maintaining critical communications. PRS will do its part in the implementation of the upgrade, in accordance with the terms and conditions of this Proposal and the attached Purchase Contract, and plans for minimal disruption to your operation by our installation work. I lowever, upgrades have been predicated upon and priced ror implementation to occur during weekday business hours. Other arrangements, if available, will have to be negotiated in writing on a mutually satisfiactory basis Upon completion of the initial proposed hardware upgrade, the upgraded PRS f.DACS products generally will have the latest PRS EIDACS operating software and will be ready to accept Year 2000 Ready i'RS suRware. The Year 2000 Ready PRS software revision FiICSSi?H � Page 12 Company Pruprietan' & Conf d—tial This thicument 01111jin, I01nr111altnn ow renithuirs a lrar 2{001) Iteadanrss Miclusure as 110111rd by the bear 7.1100 1nfurnlatinn and Itradinrss 11is IMUIe Watt or{Irji&jr WIN, i i Year 2000 Upgrade JkWARY27,1999 INDIAN RIVER COUNTY will be distributed to all FX subscribers in mid 1999. The PRS EDACS FX Agreement provides that software updates for your PRS EDACS products will be provided. PRS has included in the Proposal the cost to return to your site and install Year 2000 heady PRS software. Year 2000 Readiness of all the PRS Manufactured Products in your system cannot provide assurance that your system will be Year 2000 Ready when it contains Vendor Products and Excluded Products that are not Year 2000 Ready, including, but not limited to, chose listed in Categories 2, 4 and 5. In addition, replacement of one system component may cause interface and other integration problems with other components, even if they are Year 2000 Ready by themselves. (For example, upgraded software may require greater capacity hardware), PRS will be responsible to interface and integrate PRS Manufactured Products (Category 1) with Non -Current PRS Manufactured Products (Category 3). You will be responsible to interface and integrate PRS Manufactured Products with all other Vendor Products and Excluded Products (Categories 2, 4 and 5), except as specifically noted. Training Training on the Buyer's new updated F DACS system is optionally available. Please contact the PRS Training Manager at (804) 592-7713 to provide a specific quotation. PRS has available the following type of on site training: • EDACS C3 MAESTRO NT Operator Console Training PRS recommends training on the new C3 Maestro NT dispatch console for dispatchers and their supervisors. Training will facilitate the transfer or knowledge and skills from operating the existing console to the Windows- based C3 Maestro NT 4.0 console. The customer's operMiOnal consalcs will be utilircd during this training which will be conducted in small groups with no more than twwo people on an operating console to maximize ,lie errectivcncss of the hands-on portion of the training. Each training session is two -to -four hours in length.. ERICSSO fPage 13 Company Proprielan, a Confidential thls tiurument ['onwo, Information that ['4awilnlrs a fear 20011 Hradinrss Iliuli++irr + +1r mvii In the vrar 20e0 InrintiAliun amt Rradknrks p6010snrr %d ntrhlohrr 1'y`r4 • • Year 2000 Upgrade JANVARY27, 1999 INDIAN RIVER COUNTY CUSTOMER FINANCING OPTIONS Ericsson Private Radio Systems (PRS) recognizes your need to timely address your Year 2040 Readiness, Although PRS makes no suggestions or recommendations regarding Financing parties or terms, you may be interested to know that independent financing and Icasing programs are available from either Citicorp or Advanta Business Services. Any such programs would run directly between you and the financing vendor. PRS derives no financial bcncfit from these financial institutions regardless of the financing option you select. If your organization desires to obtain more information from these finance companics, please contact them directly at the addresses shown below: CitiCorp, Inc. Advanta Business Services Attn: Mr. Gene Rogero Attn: Ms. Jennifer Mintz Assistant Vice President Program Manager Program Manager 1020 Laurel Oak Road 400 Perimeter Center P.O. Box 1228 Atlanta, GA 30346 Voorhees, NJ 08043-7228 Voice. 800-241-3699 Voice: 800-255-0022 Ext. 3524 Fax: 770-668-8445 Fax: 800-290-5628 ALL FINANCIAL TRANSACTIONS WILL BE SUBJECT TO THE FINANCIAL VENDORS' APPROVAL PROCESS. THIS MAY REQUIRE; DUE DILIGENCE, CREDIT REVIEW, ACCEPTANCE, LEGA€. REVIEW, ETC. YOU SHOULD OE3TAIN THE ADVICE OF YOUR OWN CONSULTANTS AND PROFESSIONALS PRIOR TO MAKING AN INDF'PENDENT DECISION WHETHER TO PARTICIPATE IN A PROGRAM, AND WHICH LENDER TO USE, IF ANY, PRS MAKES NO REPRESENTATIONS OR WARRANTIES 01' ANY KIND, WHE T11FR DIRECTLY OR INDIRECTLY, REGARDING THESE, PROGRAMS OR THE LENDERS, AND PRS ASSUMES NO DIRECT OR IND€R3-CT OBLIGATION TO ANY PARTY REGARDING SUCH PROGRAM OR ANY SUCH LENDER OR BORROWER. ERICSSON Page 14 Company Proprietary & Coulidentlat 1 t) hip ucumenl t'nnlain, Inhrrm;giun That 0,11,6lule, a 1 ear 211{111 Readlae.5 Direlowre a+ defined Ile lie \'tar 2000In{nrmaliun alit, Rea c, lrinlu,urr t[I��rurtr�hcr IH4R. i Year 2060 Upgrade INDIAN RIVER COUNTY XINU,IRY27,1999 In the Exhibits section of this Proposal is additional promotional material from the above named financial institutions. This material is not part of this Proposal, but merely has been included for your informational and illustrative purposes, and is subject to your review and analysis at your own risk. ERICSSON 0— Pale 15 Company Proprietary & Conlitletilial Vhis Ilucutncni Contains Inlnrmatlnn No Censlitut" ■rear :0110 Beadiness Disclosure a defined h} the year ION Inrnrmatinn and Itradinrss lrlsdornrr Act of (WOber rl'aai, 0 40 PURCHASE CONTRACT THIS PURCHASE CONTRACT ("Contract") is made and entered into this _ day of �f,_ j 999 ("Effective Date"), by and 'between INDIAN RIVER COUNTY (hereinafter referred to as the "Buyer") and ERICSSON INC., a Delaware corporation (hereinafter referred to as "Seller'). RECITALS: R-1. Buyer previously purchased certain radio communications systems products that were either manufactured by the Private Radio Systems Division ("PRS") of Seller, or were branded for PRS and use PRS application software (collectively defined herein, exclusive of the Vendor Products and Excluded Products defined below, the "PRS Manufactured Products"). Together with the PRS Manufactured Products, Buyer may also be using components forming a communications system (the "Buyer's System").. R-2. Buyer has either: (i) prepared, or (ii) previously reviewed and approved the preparation and delivery of an audit form with an inventory of the PRS Manufactured Products and other products and components that Buyer is using. A copy of the inventory audit form is attached hereto this Contract as Exhibit A and incorporated herein by reference (the "Audit Form"). R-3. Seller has reviewed the information on the Audit 'Form and has classified the products shown on the Audit Form into one or more of the following five categories: Cate o 1 — PRS Manufactured Products currently listed in the 1998 PRS Products and Services Catalog issued 511198 (the "Current PRS Manufactured Products"). Category 2 — Third party vendor products also currently listed in the 1998 PRS Products and Services Catalog (the "Current Vendor Products"). Cate n 3 -- PRS Manufactured Products that are no longer listed in the 1998 PRS Products and Services Catalog (the "Non-Curfent PRS Manufactured Products"). Cajfi_gqy 4 — Third party vendor products that were previously but are no longer listed in the PRS Products and Services Catalog (the "Non -Current Vendor Products"). (i!r gal1(";jntracVY2K ('nnlracrdumc%lic linat �vniontkkc W74Ni( 9 2 5 a m CA L7 Category 5 — Third party products that do not fall in any of the four Categories listed above including, but not limited to, components and services linking the Buyer's System to other products or systems (the "Excluded Products"). For purposes of this Contract, the Current PRS Manufactured Products (Category 1) and the Non -Current PRS Manufactured Products (Category 3) shall be hereinafter collectively defined as the "PRS Manufactured Products". For purposes of this Contract, the Current Vendor Products (Category 2) and the Non -Current Vendor Products (Category 4) shall be hereinafter collectively defined as the "Vendor Products"). R-4. Seller has delivered to Buyer a proposal dated ,fan 25, 1999 and with MBP #20560 (the "Seller Proposal") in which Seller offered to replace certain PRS Manufactured Products with Current PRS Manufactured Products (the "PRS Replacement Products") and, if indicated on the Audit Form, to replace certain Vendor Products with new Vendor Products (the "Vendor Replacement Products"), A copy of Seller's Proposal is attached hereto this Contract as Exhibit B and incorporated herein by reference. The PRS Replacement Products and the Vendor Replacement Products (if any) shall hereinafter collectively be referred to as the "Products".) R-5. Seller is prepared to offer its Year 2000 Readiness warranty (as defined herein) for the PRS Replacement Products and those PRS Manufactured Products (in Categories 1 and 3) in Buyer's System that are not replaced by Seller. With respect to the Vendor Products and Excluded Products, Seller gives no Year 2000 Readiness Warranty but Seller will pass through the Year 2000 Readiness warranty, if any, that it receives from the other vendors. R-6. Buyer has accepted Seller's Proposal, based upon this Contract with Seller, to provide Buyer with the PRS Replacement Products, the Vendor Replacement Products (if applicable), and other services as set forth in Seller's Proposal. R -T. Buyer and Seller desire to enter into this Contract to set forth in writing their respective rights, duties and obligations with respect to the PRS Manufactured Products and other Buyer's System components sold by Seller whether under this Contract or previously. Because Buyer's System may be at risk with respect to certain Year 2000 Readiness issues due to certain third party products, such as the Vendor Products and Excluded Products, this Contract also provides certain protections for Seller with respect to such third party risks. t. 14pl Cmnrm Y2K Centim Janiotic 11in,J ict%wn Jar 2 � 14 uX 7 15 J fl, C> 40 NOW, THEREFORE, WITNESSETH that for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties that the Recitals are incorporated herein by reference and that the following terms and conditions shall apply: 1. Purchase and Sale Seller agrees to sell and Buyer agrees to purchase the following items (if included and if applicable in accordance with the terms of Seller's Proposal): A. The PRS Replacement Products in the quantities and at the prices identified in Seller's Proposal, B. The Vendor Replacement Products in the quantities and at the prices identified in Seller's Proposal; C. The installation services in the quantities and at the prices identified in Seller's Proposal; D. The software services in the quantities and at the prices identified in Seller's Proposal and subject to the terms and conditions of the EDACS FX Agreement attached hereto as Exhibit C and incorporated herein by reference (the "EDACS FX Agreement"). If applicable, the EDACS FX Agreement shall be executed by Buyer and Seller simultaneously with the execution of this Contract. E. The training courses, if any, shall be provided by Seller in the quantities, at the locations and for the prices set forth in Seller's Proposal. Seller agrees to provide the Products and deliver the services to Buyer in accordance with the installation schedule to be mutually agreed upon and attached hereto as Exhibit D and incorporated herein by reference (the "Schedule"). 2. Buyer's Obligations: A. The Buyer's obligations set forth in this Contract shall be performed by Buyer in a timely and complete manner in accordance with the Schedule, or as otherwise mutually agreed upon by Buyer and Seller in writing, to allow Seller to timely perform its obligations under this Contract. In addition to any other obligations specifically identified in Seller's Proposal and this Contact and in Exhibit F, Supplemental Responsibilities, attached hereto and incorporated herein by reference, Buyer shall have the following obligations; I cg it•Cnnit4l`Y2Ki nlracl Jonig w final wrtrun dor } v211"511;5Am • Eil Buyer shall designate a project manager ("Buyer's Project Manager") to act as Buyer's primary interface with Seller. If Buyer's Project Manager is not a technically qualified member of Buyer's Year 2000 Task Force, Buyer shall also make available to Seller a technically qualified member of that Buyer's Year 2000 Task Force or Buyer's Year 2000 consultant, which technically qualified person shall be called "Buyer's Y2K Expert"; 2. Buyer shall provide ready access to all sites and facilities owned, leased or otherwise controlled by Buyer ("Buyer's Facilities"); 3. Buyer's Project Manager shall participate with Seller in the preparation of the project planning and the Schedule. Buyer's Y2K Expert shall devise for Buyer (and assure Seller that Buyer has) a sufficient solution to tate Year 2000 headiness issues as to all Vendor Products, Excluded Products and interactive systems linked to Buyer's System. Buyer's Y2K Expert shall also be available to receive on behalf of Buyer any warnings as Seller may (but shall not be obligated to) provide about Vendor Products and Excluded Products or other Year 2000 Readiness concerns, and Buyer shall then wart[ with Buyer's Y2K Expert to address those warnings or concerns, so that Seller's Products can function as contemplated without impairment by Vendor Products, Excluded Products or interactive systems linked to Buyer's System or other factors outside Seller's scope of work in this Contract; 4. Buyer shall provide, at Buyer's expense, all modifications to Buyer's Facilities, if any, specifically set forth in Seller's Proposal, including, but not limited to, electrical system changes, LIPS installation, HVAC changes, console furniture changes, etc. All such modifications shall be provided by Buyer in a good and workmanlike manner and in accordance with the dates set forth in the schedule; 5. Buyer shall also be solely responsible for the Year 2000 Readiness of all Excluded Products and other interactive systems linked to Buyer's System; S. Buyer shall provide, at Buyer's expense, electricity iGr Seller to use to install applicable Products; 0 •l:cgal CgrbtTad VA ConUad JUtl1cHiv liRAI VM10a Juc d v !4 J1( ? 7V J rt, CI f 7. Buyer shall obtain, at Buyer's expense, all permits and licenses from any federal, state or local government authority to perform work at Buyer's Facilities, together with any modifications required to Buyer's Federal Communications Commissicn (FCC) licenses, if any, necessary for the operation of any Products purchased under this Contract; and 8. If not purchased from Seller, Buyer shall provide to its users Product training. Buyer's Y2K Expert shall also explain to Buyer's personnel who have a need to know about the relevant Year 2000 Readiness issues, including any concerns identified by Seller, such as the risk that even though Seller's Products function as expected Buyer's System may not function effectively if Vendor Products or Excluded Products or other interactive systems linked to Buyer's System are not Year 2000 Ready, 9. Buyer represents and warrants that Buyer and Buyer's Y2K Expert have read and reviewed the information contained in the Audit Form and that the information contained in the Audit Form is accurate and complete and Buyer knows of no other product or equipment that should be listed on the Audit Form. 10. Buyer represents and warrants that it has consulted with Buyer's Y2K Expert or other qualified advisors about the risks to the functioning of Buyer's System if Vendor Products or Excluded Products or other interactive systems linked to Buyer's System are not Year 2000 Ready.. 3, Seller's Obligations A. Subject to Buyer performing its reciprocal obligations in a timely and workmanlike fashion, Seller's obligations set forth in this Contract shall be performed by Seller in a timely and workmanlike fashion in accordance with the Schedule, or as otherwise mutually agreed upon by Buyer and Seller in writing. B. In addition to the other obligations specifically iden`fied in Seller's Proposal and this Contract and in Exhibit F, Supplemental Responsibilities, attached hereto and incorporated herein by reference, Seller shall have the following obligations: 1. Seller shall designate a project manager ("Seller's Project Manager') to act as Seller's primary interface with Buyer; 0A.cgaV0m1rao Y2& Cunvu domcslic r, "al vcwml dm S 7 74 1)9 9 23 a pis 4D 2, Seller's Project Manager shall participate with Buyer in the preparation of the project planning and the Schedule; and 3. After installation and functional testing of the Products in accordance with the Functional Test 'Plan attached hereto as Exhibit E and incorporated herein by reference, Seller shall install the current revision software and "Year 2000 Ready" (as hereinafter defined in Paragraph 11) revision software for the PRS Manufactured Products and the PRS Replacement Products. Buyer shall retain exclusive responsibility for assuring that all Vendor Products and Excluded Products and interactive systems linked to Buyer's System are Year 2000 Ready, so that (among other things) Buyer's System shall not fail to function as expected for reasons associated with the Vendor Products or Excluded Products or interactive systems or other causes beyond Seller's control within the scope of this Contract. 4. Delivery, Title and Risk of Loss The Product shipping dates are approximate and are 'based upon prompt receipt of all necessary information. Delivery will be made F.O.B. point of shipment to Buyer. Shipping and handling charges will be paid by or billed to the Buyer. Title to all Products and risk of loss or damages passes to Buyer upon delivery to the carrier. 5. Taxes In addition to any price specified herein, Buyer shall pay the gross of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or any Products or services furnished hereunder or to their use by Seller or Buyer, or Buyer shall otherwise furnish Seller with tax exemption certificates acceptable to all applicable taxing authorities. 6. Terms of Payment, Late Charges Ten percent (10%) of the price of all Products and services set forth in Seller's Proposal shall be paid by Buyer within thirty (45) days after the Effective Date of this Contract. A. The remaining Ninety Percent (g0%) of the price of Products will be billed as Product shipments are made and payment is due 45 days from the date of the invoice. L1 pxgaWoi recLfY2K Vvntracl.dumestic tinol wcrsion.dic 9124 N3 4:25 a m 11 B. The remaining Ninety (90%) of the price for each installation service associated with the installation of a particular Product will be billed upon completion of the installation and applicable functional testing of the Product and will be due 45 days from the date of invoice. C. One hundred percent (100%) of the price of the Software Services set forth in the EDACS FX Agreement shall be paid by Buyer within thirty (45) days after the Effective Date of this Contract. D. One hundred percent (100%) of the price of any training courses to be (45) provided days prior eller shall be to the scheduled ed daid by euyer to Seller not less of the training course. thirty B. if manufacture or shipment of Products is delayed by the Buyer, payment of the remainder of the Product price shall become immediately due. Products held for the Buyer shall be at Buyer's risk and expense. F. If invoices are not paid when due, Buyer agrees to pay monthly late charges at the lesser rate of one and one-half percent (1.5%) or the lawful maximum late charge on the unpaid delinquent balance. G. If Buyer defaults and this Contract is placed with an attorney for collection, enforcement or defense, Buyer agrees to pay all reasonable attorney's fees and other collection charges incurred by Seller to collect any monies owed by Buyer to Seller under this Contract. N. Seller's obligation to continue performance of any and all obligations under this Contract is automatically suspended to the extent that any payment or other performance owed to Seller is not made when due. Ci:lI.egaVCunlrntrY2K CamaCl.donw4lic fin11 versiMl.d'M 912.INX 17 25 11 Ifl C� 7. Security Title Security title and right of possession without legal process of the Products sold hereunder shall remain with the Seller until all payments hereunder shall have been indefeasibly made in cash and the Buyer agrees, upon request from Seller, to do all acts necessary to perfect and maintain such right and security. In particular, Buyer grants and assigns to Seller a first priority security interest in and to all Products (including all PRS Manufactured Products) as security for all obligations and liabilities of Buyer to Seller in connection with this Contract (and any supplements hereto which may arise at any time in connection with the Buyer's System), and Buyer shall execute and delivery to Seller such UCC financing statements and other documents as may be necessary or requested by Seller to perfect or further secure such collateral. Seiler shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as applicable in Virginia. 8. Delays Seller shall not be liable for delays in delivery or performance or for failure to manufacture or deliver or perform due to: (i) causes beyond its reasonable control, or (ii) acts of God, acts of Buyer, acts of civil or military authority, governmental priorities, strikes or other labor disturbances, floods, epidemics, war, riot, delays in transportation or car or other transport shortages, or (iii) inability on account of causes beyond the reasonable control of Seller or its vendors or suppliers to obtain necessary materials, components, services, or facilities including Vendor Replacement Products and other Products; or (iv) the failure of any Excluded Products or Vendor Products or any interactive Systems linked to Buyer's System or other property or systems relied upon by Buyer, to be Year 2000 Ready or for other factors beyond Seller's reasonable control, including the failure of any supporting or related system or function which may adversely affect Buyer's System or Seller's Products. In the event of any such delay, the date of delivery or of performance shall be extended for a period which is equitably sufficient or mutually agreed to place Seller in the same position as performance without such delay; provided, however, that the minimum amount of such extension shall be at least equal to the time lost by reason of the delay- 0vjAgal,Ccrttaatt'YMConuac%domrstic r, -d vcrMOO +Inc K 4.`%au^x254m CI AD 9. Coverage, Interference, Year 2000 and Third Party Facilities. Representations concerning the distance at which usable radia signals will be transmitted and received by the Products supplied hereunder (or as to Year 2000 Readiness) shall not be binding upon the Seller unless explicitly and specifically set forth in writing in Seller's Proposal. Radio signals are subject to degradation of service from natural phenomena and other causes beyond the reasonable control of the Seller such as motor ignition and other electrical noises, and interference from other users assigned to the same or adjacent frequencies. The Seller cannot be responsible for interference or disruption of service caused by operation of other radio equipment or by natural phenomena or by motor ignition or other interference over which there is no reasonable control. Such interference and noise may be minimized by addition (at Buyer's expense) of corrective devices adapted for particular locations and installations. Seller may make recommendations as to the use of such devices; however, total freedom from noise and interference cannot be guaranteed. Simiiarly, Seller shall not be responsible for defects or nonperformance with respect to any Vendor Products or Excluded Products in Buyer's System or with respect to any other system or components linked or integrated with or into Buyer's System, whether as to their Year 2000 Readiness or otherwise, even though the effect of such defect or nonperformance is that 'Buyer's System itself (including Seller's Products) are thereby disabled from performing as desired by Buyer. In the event Buyer utilizes facilities or services supplied by others, such as common carrier services and shared services, Seller shall have no responsibility for the availability or adequacy of any such facilities or services including. because of any Year 2000 Readiness problems experienced by any other party or any of its products or vendors or other suppliers. Buyer acknowledges and agrees that Seller shall not be directly or indirectly liable or responsible if Buyer's System is not Year 2000 Heady in time for Year 2000 (or such earlier date as may be applicable to similar date related software or firmware programming problems), subject to the limited warranty in Paragraph 11. Prompt and timely, complete, and accurate responses by Buyer are essential to both the Audit Form and to Seller's Proposal, and 'Buyer acknowledges that the availability of necessary components and services may be already declining in anticipation of the Year 2000 and related risks and problems. 6 I .p d (umrut Y2K 01111rdCI d"111916V final 1CM110 J- {) 'i 2%.r • C-:1 10. Warranty A. Seller warrants to Buyer that PRS Replacement Products furnished by Seiler shall be free from defects in material, workmanship and title, and shall conform to the PRS Replacement Product's published specifications. With respect to any Vendor Replacement Products (and unreplaced Vendor Products), SELLER GIVES NO WARRANTY, SELLING "AS IS," AND ONLY THE WARRANTY, IF ANY, GIVEN BY THE MANUFACTURER OF THE VENDOR REPLACEMENT PRODUCTS SHALL APPLY. Seller shall have no responsibility or liability for or on account of any Excluded Products or unreplaced PRS Manufactured Products or Vendor Products or any other supporting or related services or systems on which Buyer relies, whether consisting of hardware, software, firmware or otherwise, and Seller does not warrant the performance of the Buyer's System as a whole (as distinguished from the components for which Seller is so warranting). B. For purposes of the warranty set forth in Paragraph 10.A above, the nickel -cadmium batteries supplied by Seller shall be deemed defective if: (1) the battery capacity is less than 80% of rated capacity, or (2) the battery develops leakage. Replacement batteries shall be warranted only for the remaining unexpired portion of the one year warranty period. This warranty becomes void if: (1) the battery has been subjected to any kind of misuse, detrimental exposure, or has been involved in an accident, or (2) the battery is used in equipment or service other than the PRS Replacement Product for which it is specified. C. Seller's obligations set forth in Paragraph 10.D below shall apply only to failures of the PRS Replacement Products to meet the above warranties (except as to title) occurring within the following periods of time from date of delivery to the Buyer, and are conditioned on Buyer's giving written notice to Seller within thirty (30) days of the occurrence of such failure: 1. for fuses, and non -rechargeable batteries, operable on arrival only; 2. for parts and accessories (except as noted in C.1 above) ninety (90) clays; and 3. for all other PRS Replacement Products, one (1) year. t. &,Cmlra.i 5 2KcanuavI.s6Momw Gnat %ersiun Jov Ill ,j .,'A9 25 rn I—] • D. If any PRS Replacement Product fails to meet the foregoing warranties, Seller small correct the failure at its option (i) by by repairing any defective or damaged part parts making available at Seller's factory any necessary repaired or replacement parts. Any repaired or replacement part furnished hereunder shall be warranted for the remainder of the warranty period of the PRS Replacement Product in which it is installed. Where such failure cannot be corrected by Seller's reasonable efforts, the parties will negotiate an equitable adjustment in price not to exceed the purchase price of the PRS Replacement Product(s) in question. Labor to perform warranty service will be provided at no charge only for the PRS Replacement Products covered under Paragraph C.3 above and only during the first three (3) months following the date of delivery of the PRS Replacement Product to the Buyer. Thereafter, labor will be charged at prevailing rates. To be eligible for no -charge labor, service must be performed by a service provider authorized by Seller for these purposes, either at its place of business, during normal business hours for mobile or personal equipment, or at the Buyer's location, for fixed location equipment. Service on fixed location equipment more than thirty (30) miles from the authorized service provider's place of business will include a charge for transportation. PRS Replacement Products located off -shore are not eligible for no - charge labor. E. Seller's obligations under Paragraph 10.D above shall not apply to any PRS Replacement Product, or part thereof, which. (i) has been modified or otherwise altered other than pursuant to Seller's written instructions or written approval; or (ii) is normally consumed in operation; or (iii) has a normal life inherently shorter than the warranty periods specified in Paragraph 1.0.0 above; or (iv) is not properly stored, installed, used, maintained or repaired; or (v) has been subjected to any other kind of misuse or detrimental exposure or has been involved in an accident; or (vi) has been disabled or adversely affected by any Vendor Product or Excluded Product or other cause beyond Seller's control, including any Year 2000 Readiness issues, such as those to be addressed for Buyer by Buyer's Y2K Expert. F. The warranty for any software provided by Seller is set forth in the EDACS FX Agreement. G. 'EXCEPT FOR THE TERMS OF THE YEAR 2000 READINESS WARRANTY SET FORTH IN PARAGRAPH 11 BELOW, THE PRECEDING PARAGRAPHS SET FORTH THE EXCLUSIVE (`nttlta;�', IK i'•m1t 1,t 1i++tne1{Ic lio.d %Cf%1011 Sac 1 40 40 BUYER REMEDIES FOR CLAIMS (EXCEPT AS TO TITLE) BASED UPON DEFECTS IN OR NONCONFORMITY OF THE PRS REPLACEMENT PRODUCTS, WHETHER THE CLAIM IS IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND HOWEVER ARISING OR INSTITUTED. UPON THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, ALL SUCH LIABILITY OF SELLER SHALL TERMINATE. THE FOREGOING WARRANTIES ARE 'EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY. NO IMPLIED OR STATUTORY WARRANTIES OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NO OTHER EXPRESS WARRANTIES SHALL APPLY, AND ALL OF SUCH EXPRESS AND IMPLIED WARRANTIES ARE HEREBY RELEASED AND WAIVED BY BUYER. IN NO EVENT SHALL SELLER BE DIRECTLY OR INDIRECTLY LIABLE FOR ANY INCIDENTAL, CONSEQUENTAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, LOSSES OR EXPENSES. H. NO COMMUNICATIONS OR ACTS BY OR ON BEHALF OF SELLER IN PERFORMING THIS CONTRACT, INCLUDING TRAINING OR INSTALLATION SHALL BE DEEMED TO EXPAND OR INCREASE ANY WARRANTY IN THIS CONTRACT OR TO CREATE ANY NEW WARRANTY OF ANY KIND, WHETHER BASED UPON ANY AFFIRMATION OF FACT OR OPINION, ANY DESCRIPTION OF ANY GOODS OR SERVICES, ANY SAMPLES, MODELS OR DEMONSTRATIONS, OR OTHERWISE, AND ALL COMMUNICATIONS AND DEALING BY OR ON BEHALF OF SELLER SHALL BE DEEMED TO BE QUALIFIED BY AND SUBJECT TO THIS CONTRACT. 11. Year 2000 Readiness Warranty With regard to both the PRS Replacement Products and those PRS Manufactured Products identified In the Audit Form which are not removed and replaced by PRS Replacement Products or otherwise labelled in the Audit Form as Excluded Products (collectively, the "Covered Products"), Seller warrants that the Covered Products by themselves will be "Year 2000 Ready", which shall be described as the ability to correctly process date data as defined in Rules 1 through 4 below (and subject to the terms and conditions of this Contract as to Vendor Products, Excluded Products and other matters outside Se!ler's control, such as the failure of third party operating system software platforms, including DOS and PDP based products, to be upgraded to Year 2000 Readiness by those Inird parties): G 1 ,: I l"nntrao Y M CnntracI &1111cxlic final vMelm dnt I ' q . , `4 d rn 4D Rule 1: No value for current date will cause any material interruption in the normal and customary operation of the Covered Products by themselves. Rule 2: The date based functionality of the Covered Products by themselves will behave consistently in material respects for dates prior to, during and after the Year 2000. Rule 3; In all Covered Products interfaces and data storages, the century in any date will be specified either explicitly or by unambiguous algorithms or inferencing rules, and Rule 4: The Year 2000 will be recognized by the Covered 'Product software as a leap year. None of those Rules 1-4 or any other provision of this Contract shall be deemed to warrant or imply that compliance with Rules 1-4 by Covered Products by themselves will enable the Buyer's System itself to function as expected or to be Year 2000 Ready. With respect to the Vendor Products, Seller gives no Year 2000 Readiness warranty, but Seller will pass through the Year 200D Readiness warranty, if any, that it receives from the other vendors. Buyer acknowledges its exclusive responsibility to assure the Year 2000 Readiness and performance of Buyer's System, including Buyer assuring the compliance of Vendor Products and Excluded Products with Rules 1-4. Where third party vendors have not provided Year 2000 Readiness solutions for their products (such as DOS and PDP based operating system software platforms), it shall be Buyer's exclusive responsibility to acquire alternative product solutions, which may require interactive solutions for other components, as, for example, where acquiring upgraded software may require greater capacity hardware to operate such upgraded software. Buyer represents and warrants that it has received and complied with the advice of Buyer's Y2K Expert and other advisors of Buyer (and has not relied on Seller) as to avoiding disruption of performance of Covered Products caused by Vendor Products, Excluded Products or other causes beyond Seller's control. THIS WARRANTY SHALL BE CONDITIONAL UPON: (i) BUYER COMPLYING WITH THE RECOMMENDATIONS OF BUYER'S Y2K EXPERT AND OTHER 'EXPERTS ADDRESSING THE YEAR 2000 READINESS OF THE VENDOR PRODUCTS, EXCLUDED PRODUCTS AND OTHER SUPPORTING OR INTEGRATED PROPERTY OR SYSTEMS OUTSIDE THE SCOPE OF SELLER'S DEFINED RESPONSIBILITIES; (ii) BUYER IMPLEMENTING RECOMMENDED OR SUGGESTED HARDWARE AND/OR SOFTWARE UPGRADE PACKAGES AND/OR CORRECTIONS SUPPLIED OR RECOMMENDED OR 'SUGGESTED IN WRITING BY SELLER IN SELLER'S PROPOSAL ll Lcgal'C'unteai e 5 2K C„ntr;tcl tknnestit foal VC[+111+111-�V ! y;t ![•,23.11, 40 AND OTHER DOCUMENTS AND WHICH UPGRADE PACKAGES ANDIOR CORRECTIONS WILL PROVIDE THE FUNCTIONAL ABILITY FOR THE COVERED PRODUCTS TO COMPLY WITH THE FOUR RULES OF THE YEAR 2000 READINESS DEFINITION SET FORTH ABOVE: AND (iii) ALL HARDWARE AND SOFTWARE USED WITH THE COVERED PRODUCTS MUST PROPERLY PROCESS DATE DATA TO ALSO COMPLY WITH THE FOUR MULES OF THE YEAR 2000 READINESS DEFINITION SET FORTH ABOVE. THIS YEAR 2000 READINESS WARRANTY SHALL NOT COVER YEAR 2000 ERRORS OR PROBLEMS OF ANY KIND CAUSED BY ANY HARDWARE OR SOFTWARE OF ANY PRODUCTS OTHER THAN THE COVERED PRODUCTS, INCLUDING ANY VENDOR PRODUCTS, OR EXCLUDED PRODUCTS WHICH BUYER ACKNOWLEDGES COULD BE IMPAIRED IN THEIR EXPECTED FUNCTIONS BECAUSE OF VENDOR PRODUCTS, EXCLUDED PRODUCTS OR OTHER FACTORS FOR WHICH SELLER IS NOT RESPONSIBLE (EVEN WHERE THE COVERED PRODUCTS COMPLY WITH THIS WARRANTY). In the event of any breach of this warranty, Seller shall, if notified in writing before the ,lss of .Juiy 2000, at Its option and without undue delay, correct or replace the hardware or software of the affected Covered Products, at no expense to Buyer, by providing Buyer with an updated Covered Product software release or a Covered Product software correction, so that the Covered Products can comply with the four Rules of the Year 2000 'Readiness definition set forth above. However, as explained above the Year 2000 Readiness of the Covered Products by themselves may not be sufficient for the Buyer's System itself to be Year 2000 Ready, because of Vendor Products, Excluded Products or other Buyer or third party property or matters beyond Seller's control or responsibility, and Buyer shall assume full responsibility for the Year 2000 Readiness of Buyer's System (apart from Covered Products) and all consequences of the lack of such Year 2000 Readiness. THIS YEAR 2000 READINESS WARRANTY CONSTITUTES THE ONLY WARRANTY AND OBLIGATION MADE BY SELLER WITH RESPECT TO YEAR 2000 READINESS OR THE ABILITY OF THE COVERED PRODUCTS TO HANDLE CONVERSION TO THE TWENTY FIRST CENTURY AND OTHER ASPECTS OF WHAT IS BROADLY DESCRIBED AS THE "YEAR 2000 PROBLEM" ('WHICH DEFINITION INCLUDES CERTAIN SIMILAR SOFTWARE DATING PROBLEMS WHICH MAY ARISE BEFORE THE YEAR 2000), AS BUYER ACKNOWLEDGES IT HAS DISCUSSED WITH BUYER'S Y2K EXPERT AND ADVISORS THIS YEAR 2000 READINESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, IN ANY MANNER RELATING TO THE ABILITY OF THE COVERE=D PRODUCTS Ri �hc�ral C�snlnitil'2i� G1,ttkecS 'J�ergtalic liiial •rel�tnnJ�,e 9 • ii TO HANDLE CONVERSION TO THE TWENTY FIRST CENTURY, AND OTHER YEAR 2000 READINESS PROBLEMS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH EXPRESS OR IMPLIED WARRANTIES ARE WAIVED BY BUYER. THE REMEDIES SET FORTH ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO BUYER IN CASE OF A BREACH OF THIS YEAR 2000 READINESS WARRANTY. IN NO EVENT SHALL_ SELLER BE LIABLE TO BUYER UNDER THIS YEAR 2000 READINESS WARRANTY OR OTHERWISE FOR ANY INACCURACIES, DELAYS, INTERRUPTIONS OR ERRORS AS A RESULT OF: (i) THE COVERED PRODUCTS RECEIVING DATE DATA FROM ANY VENDOR PRODUCTS, EXCLUDED PRODUCTS OR OTHER PRODUCTS, SOFTWARE OR SYSTEMS IN A FORMAT THAT IS NOT YEAR 2000 READY OR IS OTHERWISE INCONSISTENT WITH THE FORMAT AND PROTOCOLS ESTABLISHED FOR THE. COVERED PRODUCTS OR FOR YEAR 2000 READINESS; OR (ii) ANY ADDITION, EXTENSION, CHANGE, MODIFICATION, UPDATE OR ENHANCEMENT MADE OR ATTEMPTED TO BE MADE TO THE COVERED PRODUCTS BY PARTIES OTHER THAN SELLER OR MADE TO BUYER'S SYSTEM APART FROM COVERED PRODUCTS, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY LOSS OF PRODUCTION, LOSS OF USE, LOSS OF BUSINESS, LOSS OF DATA, PROFIT OR REVENUE OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR CLAIMS, INCLUDING ANY CLAIMS BY THIRD PARTIES WHICH ALLEGE LOSSES, LIABILITIES, DAMAGES OR INJURIES WHICH ALLEGEDLY COULD HAVE BEEN AVOIDED IF THE BUYER'S SYSTEM (OR ANY COMPONENT THEREIN OR SYSTEM RELATED THERETO) WAS YEAR 2000 READY, WHETHER OR NOT THE POSSIBILITY OF SUCH LOSSES, CLAIMS OR DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. BUYER UNDERSTANDS AND AGREES THAT THE YEAR 2000 READINESS WARRANTY IS NOT APPLICABLE TO ANY OTHER GOODS OR PRODUCTS DELIVERED OR PROVIDED BY SELLER AT ANY TIME OTHER THAN THE COVERED PRODUCTS. 12. Patents Seller warrants that the PRS Replacement Products furnished hereunder, and any part thereof, shall be delivered free of a rightful claim of any third party for infringement of any United States patent. If notified promptly in writing and given authority, information and assistance, Seller at its expense shall defend, or may settle, any suit or proceeding against Buyer so far based on a claimed infringement which breaches this warranty. In 6- h -gal CMHrael'YIK C"ni[JCr&MCRiiC final %Vrsiondn¢ t i 0) 21 9910254n1 EJ 40 ease any such PRS Replacement Products or any part thereof, is in such suit held to constitute such an infringement and the use of said PRS Replacement Product or part is enjoined, Seller shall, at its expense and option, either procure for Buyer the right to continue using said PRS Replacement Product or part, or replace same with a non -infringing product, or modify same so it becomes non -infringing, or remove said PRS Replacement Product and refund the purchase price (less reasonable depreciation for use). THE FOREGOING STATES THE ENTIRE LIABILITY OF SELLER FOR PATENT INFRINGEMENT BY PRS REPLACEMENT PRODUCTS, OR ANY PART THEREOF, AND IS SUBJECT TO THE LIMITATIONS OF LIABILITY SET FORTH IN PARAGRAPH 13, "LIMITATION OF LIABILITY." The patent infringement indemnity obligation set forth in this Paragraph 12 shall not apply to any product or part thereof manufactured to Buyer's design, or to the use of any Products or part furnished hereunder in conjunction with any other equipment in a combination not furnished by Seller. As to any such Product part thereof, use or combination, Seller assumes no direct or indirect liability whatsoever for patent infringement. 13. Limitations of Liability A. THE TOTAL LIABILITY OF SELLER, INCLUDING ITS SUBCONTRACTORS OR SUPPLIERS, ON ANY AND ALL CLAIMS WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR PATENT INFRINGEMENT) OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, OR RESULTING (i) FROM THE PERFORMANCE OR NOW PERFORMANCE OF THIS CONTRACT, OR (ii) FROM THE. MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR, REPLACEMENT OR USE OF ANY PRODUCT OR THE FURNISHING OF ANY SERVICE, or (iii) FROM THE. FAILURE OF BUYER'S SYSTEM TO BE YEAR 2000 READY FOR ANY REASON OTHER THAN OR BEYOND SELLE'R'S WARRANTED PERFORMANCE OF COVERED PRODUCTS IN THIS CONTRACT, SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE SELLER PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM. B. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR PATENT INFRINGEMENT) OR OTHERWISE, SHALL SELLER, OR ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUBCONTRACTORS OR SUPPLIERS, BE DIRECTLY OR INDIRECTLY LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY 11!4 J91)25 A, 0 40 OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF PRODUCTS, OR ANY ASSOCIATED EQUIPMENTS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS OR CLAIMS OF BUYER'S CUSTOMERS OR THIRD PARTIES FOR SUCH LOSSES OR DAMAGES. IF BUYER TRANSFERS TITLE TO, OR LEASES THE PRODUCTS SOLD HEREUNDER TO, OR OTHERWISE PERMITS OR SUFFERS USE BY, ANY THIRD PARTY, BUYER SHALL OBTAIN FROM SUCH THIRD PARTY A PROVISION AND AGREEMENT AFFORDING SELLER AND ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, SUBCONTRACTORS AND SUPPLIERS THE PROTECTION OF THE PRECEDING SENTENCE. C. The provisions of this Paragraph 13 LIMITATION OF LIABILITY, shall apply notwithstanding any other provisions of this Contract or any other agreement, whether past, concurrent or future, and notwithstanding the conduct of Seller or any of its employees, officers, directors, agents, affiliates, subcontractors or suppliers in the performance of this Contract D. The provisions of this Paragraph 13 (among others), LIMITATION OF LIABILITY, shall survive the expiration or termination of this Contract. 14. Remedies A. In the event of a material breach of this Contract by Seller which shall continue for ninety (90) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to Seller by Buyer (but subject to the agreement herein regarding arbitration of disputes), Buyer shall be entitled to avail itself cumulatively of any and all remedies available at law or in equity (provided such remedies are not otherwise limited or waived under the terms of this Contract) and thereupon either: (1) suspend performance of its payment obligations under the Contract for as long as the breach continues uncorrected; or (2) terminate this Contract by written notice to Seller if the breach) remains uncorrected. B. In the event of: (1) any failure by Buyer for thirty (34) or more days to make any payment when due, or (2) any other material breach of this contract by Buyer which shall continue for (90) or more days after written notice of such breach or repudiation (including a reasonably detailed statement of the nature of such breach or 6 Axjl al Cmanct V2K Contra.:l dnme0c NIAI velsum dac 17 q'_.1 'N 171 A"4 i 4M repudiation) shall have been given to Buyer by Seller, but subject to the agreement herein regarding arbitration of disputes, Seller shall be entitled to avail itself cumulatively of any and all remedies available at law or in equity (provided such remedies are not otherwise adjusted or limited under the terms of this Contract) and either. (1) suspend performance of its obligations under this Contract for as long as the breach remains uncorrected; or (2) terminate this Contract by written notice to Buyer if the breach remains uncorrected. C. Notwithstanding the foregoing termination provisions of this Paragraph 14, the following provisions (among others) shall survive the expiration or termination of this Contract: 2A(1), (3), (5), (8), (9) and (10); 5; 6; 7; 8; 9; (excluding Seller's continuing warranty obligation thereunder after termination pursuant to Paragraph 14B) ifs, 11 and 12; 13; 14; 15; 16; 18; 19; 207; 21; 22; 23; and 24. 15. Confidentiality A. During the term of this Contract, it is anticipated that one party (hereafter the "Disclosing Party's may disclose to the other party (hereafter the "Receiving Party") information which the Disclosing Party considers proprietary and confidential. Accordingly, with respect to any specification, drawings, sketches, models, samples, tools, technical information, confidential business information or data, in written or other tangible form which; (1) has been designated in writing by the Disclosing Party as confidential or proprietary, or (2) is of the type that the Receiving Party customarily treats as confidential or proprietary, and which 0s furnished by the Disclosing Party to the Receiving Party in contemplation or of under this Contract (hereinafter "Information"), the Receiving Party shall treat such information, for a period of ten (107) years after the Effective hate of this Contract, as confidential information with at least the same degree of care as the Receiving Party affords to confidential information of its own of a similar nature and shall not reproduce any such Information , in whole or in part, except as specifically authorized in writing by the Disclosing Party. B. The provisions of the preceding subsection shall not apply to any Information which: (1) is or shall become publicly available without fault on the part of the Receiving Party; (2) is already known by the Receiving Party (as a result of proper conduct) prior to receipt from the Disclosing Party; (3) is independently developed by the Receiving Party; or Ii regal�C'nrllra..4ti 1'7KC'surir4CJ,&tne51i.e final srrsiuox Clue I $ 921Tr 1)751,. 40 C�] (4) is rightfully obtained by the Receiving Party from third parties without restriction. C. The provisions of this Section (among others), CONFIDENTIALITY", shall survive the expiration or termination of this Contract. 16. Notices Notices and other communications between the parties shall be transmitted in writing by certified mail, return receipt requested, to the parties at the addresses set forth below and shall be deemed effective upon receipt by the receiving party. Either party may change its address by giving notice in writing thereof to the other party. 17. Compliance Seiler will comply with applicable federal, state and local laws and regulations as of the Date of this contract which relate to equal employment opportunity (including applicable provisions of Executive Order 11246, as amended), workers compensation, and the manufacture in Seller's facilities of the PRS Replacement Products delivered hereunder (including applicable provisions of the Fair Labor Standards Act of 1938, as amended). The price and, if necessary, delivery of any Products will be equitably adjusted to compensate Seller for the cost of compliance with any change in the federal, state or local laws or regulations after the Effective Date. 18, Entire Understanding, Amendment The terms and provisions of this contract and all Exhibits attached hereto constitute the entire understanding between the Buyer and Seller concerning the subject matter hereof (which subject matter shall be deemed to inciude Buyer's System and its components and functions, including comprnents sold by Seller in the past and services, conduct and communications by or on behalf of Seller in the past, as to which Buyer agrees this Contract constitutes the superseding statement of the entire agreement of the parties), The warranties and other obligations of Seller in this Contract shall replace and supersede any and all other prior and other warranties and liabilities of Seller in connection with the Buyer's System, including with respect to the PRS Manufactured Products, the Vendor Products, and Excluded Products (although Seller continues to disclaim any obligations with respect to any Excluded Products or any other products or services not provided by Seller), or otherwise. 4i I.og4l c nlrA,q UK Gmtla.a domoljc linel veralun duc 19 CI • However, nothing herein shall be deemed to revive or extend any prior warranty or claim in favor of Buyer (or any prior liability of Seller) which has expired or become barred by any statute of limitations, prior contractual bar, laches, waiver, estoppel or otherwise, which deadlines under prior contracts between Buyer and Setter shall continue to run as if this Contract had been signed in place of each such prior contract at the time of such prior contract. Such inclusion of Buyer's System and other non -Seller components and functions shall not be deemed to imply any Seller responsibility therefor, but rather to protect Seller from any such responsibility beyond the Seller's Products as specified herein. In the event of a conflict between the terms and provisions of this Contract and any Exhibits, the terms and provisioning of this Contract shall govern. The terms and provisions of this Contract expressly supercede and replace any oral or written, past or present communication, conduct, representation, promise, understanding, proposal, agreement, warranty, course of dealing or trade usage concerning the subject matter hereof which are not expressly contained or referenced in this Contract, and the terms and provisions of any such communication, conduct, representation, promise, understanding, proposal, agreement, warranty, course of dealing or trade usage shall not be binding on Seller or Buyer. IN PARTICULAR AND WITHOUT LIMITATION, BUYER WAIVES AND RELEASES ANY AND ALL CLAIMS AND CAUSES OF ACTION, WHETHER BASED ON SELLER'S ALLEGED NEGLIGENCE, BREACH OF WARRANTY, CONTRACT OR OTHER LEGAL DUTY OR OTHERWISE WITH RESPECT TO ANY PRS MANUFACTURED PRODUCT, VENDOR PRODUCT, EXCLUDED PRODUCT OR OTHERWISE IN CONNECTION WITH BUYER'S SYSTEM, SAVE AND EXCEPT FOR SELLER'S OBLIGATIONS AS TO THE PRS REPLACEMENT PRODUCTS PURSUANT TO THIS CONTRACT AND AS TO ANY UNEXPIRED WARRANTY ON ANY PRS MANUFACTURED PRODUCTS NOT REPLACED WITH PRS REPLACEMENT PRODUCTS, AS TO WHICH THIS CONTRACT SHALL BE DEEMED TO REPLACE AND SUPERSEDE THE PRIOR CONTRACTS AND WARRANTIES OF SELLER, AS IF THIS CONTRACT HAD BEEN EXECUTED IN PLACE OF THOSE. BUYER ACKNOWLEDGES AND AGREES THAT BUYER RECEIVES FULL AND REASONABLE CONSIDERATION FROM SELLER BY ENTERING INTO THIS CONTRACT FOR SUCH ARRANGEMENTS TO "CLEAN THE SLATE" ON PRIOR MATTERS AND USE THIS CONTRACT AS THE SOLE SURVIVING OBLIGATION. No modification, amendment, recision, waiver or other change or supplement or addition shall be binding on Seller or Buyer, unless expressly set forth in a writing expressly acknowledging the specific effect on the terms and provisions of this Contract_ SELLER DOES NOT ASSUME ANY OBLIGATIONS OR LIABILITIES IN CONNECTION WITH THE SALE OF [i ,I.rpat.L'anlrawi M CmrtraLI &MCkW find ?II , ; r ,,. •- ;5 a'Al i Cil THE PRODUCTS OR SERVICES OTHER THAN THOSE EXPRESSLY STATED IN THIS CONTRACT, AND DOES NOT AUTHORIZE ANY PERSON (INCLUDING SELLER'S MANUFACTURER'S REPRESENTATIVES AND SALES OR OTHER AGENTS OR SUBCONTRACTORS OR SUPPLIERS) TO ASSUME FOR SELLER ANY OTHER OBLIGATIONS OR LIABILITIES. 19. Severability The invalidity, in whole or in part, of any paragraph a part of any paragraph of this Contract shall not affect the validity of the remainder of such Paragraph or the contract. Each paragraph shall be enforceable to the maximum extent permitted by applicable law. 20. Headings Section headings are inserted for convenience only and shall not be used in any way to construe the meaning of terms used in this Contract 21. Governing Law The validity, performance and all matters relating to the interpretation and effect of this Contract any amendment thereto shall be governed by the laws of the Commonwealth of Virginia. Buyer consents to the personal jurisdiction of the state and federal courts and arbitrators in the Commonwealth of Virginia, which courts and arbitrators shall constitute the exclusive forum for the enforcement of this Contract and the resolution of all Disputes related to the subject of this Contract, whenever, wherever and however arising, whether at law, in equity or otherwise and whether the Dispute involves any alleged breach of contract, violation of law or tort of any kind. 22. No Third Party Beneficiaries; Assignment The provisions of this Contract are solely for the benefit of Buyer and Seller and no other person. No other person or third party is intended to be beneficiary of nor is entitled to rely upon or enforce any of the terms and provisions of this Contract or to assert any claim for any nonperformance of this Contract by any party. This Contract may not be assigned by either Seller or Buyer without the prior written consent of the other party. The terms and provisions of this Contract shall inure to the benefit of and be binding upon Buyer and Seller and their respective permitted successors and permitted assignees (if any). GN.eger7U0"0MWyzK C11111m .dorlirstic final I'mion.dtc 21 41?i"M1)25am • r 23. WAIVER OF JURY TRIAL. THE PARTIES EACH AGREE THAT ANY DISPUTE AND ANY LEGAL ACTION COMMENCED BY OR AGAINST EITHER PARTY SHALL BE RESOLVED (SUBJECT TO ARBITRATION AS PROVIDED BELOW) BY A COURT WITHOUT A JURY, AND EACH PARTY WAIVES ITS RIGHT TO A JURY AS TO ANY DISPUTES OR CLAIMS ARISING UNDER OR RELATING TO THIS CONTRACT, WHETHER FOR BREACH OR ENFORCEMENT OF CONTRACT, TORT OR OTHERWISE, INCLUDING ANY DISPUTES DESCRIBED IN 'PARAGRAPH 24 BELOW. Each party acknowledges that jury trials are slower and more expensive than court trials without juries, and, considering then nature of the complex technology and other issues which may give rise to Disputes, that a judge may be better trained than a random jury to evaluate the foreseeable expert witnesses and other technology evidence. 24. ARBITRATION. Any and all Disputes (as defined below) between or involving Seller and Buyer shall be resolved by arbitration conducted by three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association [the "AAA"] (as enhanced by any special rules and procedures for Year 2000 related disputes and in accordance with the Federal Arbitration Act, and in accordance with the applicable law and express terms specified in the Contract). The arbitration shall be conducted expeditiously at a convenient site determined by the arbitrators within 100 miles of Seller's executive office in Virginia. The arbitrator selected directly by each party shall be a lawyer with at least 10 years of practice experience, a material part of which involves representing clients with respect to transactions involving the sale of technological goods that operate in conjunction with computer software or firmware. The third, neutral arbitrator selected by the other two arbitrators shall be either an experienced technology officer with expertise in transactions 'involving comparable goods and software and with related Year 2000 Readiness issues, or an experienced lawyer with sufficient knowledge and comparable experience in order to be able himself to judge with certainty which of conflicting experts for each party is correct in his or her opinion regarding such technology transactions and Year 2000 Readiness issues. The decision of the arbitrators shall be reported by with their written findings of fact and conclusions of law in accordance with this Contract following appfcable law. The arbitrators shall use their best efforts to reach that decision within six (5) months from the date when the initial arbitration request is made, and the arbitrators shall direct the process accordingly to attempt to accommodate that timing. G txp %ConlnO Y2K CnntfaCt. l:(IM 0 W final comoi d,w ?7 -t `1 4tl.'o 75 0 m do 40 As used herein the term "Disputes" means any and all disputes, controversies, claims or causes of action of every kind, whether arising from any alleged breach of contract or warranty, tort, violation of law, right to equitable relief or other legal or equitable theory, in any way, directly or indirectly, arising out of or from or relating to this Contract or any prior contract, warranty, communication or conduct relating to Buyer's System, or any PRS Manufactured Products, Vendor Products or Excluded Products. Whenever Buyer wishes to enforce any of its rights or claims with respect to any Dispute in any legal action or arbitration, Buyer must commence the arbitration within one year from the date on which the cause of action would have first arisen with respect to that Dispute under applicable law, and all claims and causes of action of every kind not properly asserted within that one year period shall be forever barred as to any and all Disputes. O ltsal'CunirutiY2KCantract.Simtuirfinal%CF110ndOC 27 9121 `DH'Y 25 am 40 :A IN WITNESS WHEREOF, Buyer and Seiler have executed this Contract as of the date set forth below. BUYER INDIAN 8111� R. COUNTY B - 0ARD Q'.i pMMISSIONFRS(Buyer Name) Z q Name: Kenny tfi R. Macht Title: Chairman Date: }l .4- dW � ellr-W SELLER ERICSSON INC. By: Name: Title:}m�, (,P+ rc T Date: 3 /91 ( :'Lega9'ConUr rt,'4 M Cm%rad d.mrstic r1w) ti91W, dos 9 24 9%? 253M Witness Name: WTNESS: Witness Name:t,' h� 24 C-1 40 EXHIBIT LIST A — Buyer's Inventory Audit Form B — Seller's Proposal C — EDACS FX Agreement D — Schedule E — Functional Test flan F — Supplemental Responsibilities (If Required) di +l.egaUC.aa+iraii,Y2K CnnlaaO dnmtnic final MUM dui 9249k925am 40 4D EXHIBIT D SCHEDULE Ll',Ixp +CwtrullYIKCunirac4 Jnmestic final wmencluc 26 92.199105am • • EXHIBIT F SUPPLEMENTAL RESPONSIBILITIES (If Required) SUPPLEMENTAL RESPONSIBILITIES PRS Supplemental Responsibilities In addition to the responsibilities set forth in the Purchase Contract and Seller's Proposal, PRS will also be obligated to perform and to be responsible For the following additional items: Buyer Responsibilities In addition to the responsibilities set forth in the Purchase Contract and Seller's Proposal, you will also be obligated to perform and to be responsible for the following additional items: GAcp1X mLra0-Y2K Conirld damecsie final v'crsian duc 27 42J9N925am 0 40 P N T co o X p 4 m is 3 H N q. E d UJ wcc W uj �� LO a) � N � O1 CN] i- �R cc N (Ep7 C w O 0. CL U z UJ 0 .0 O m N E -0 C U E ® wast/ ar •r@ q -s 0 0 < Www . nt c w ,Q 0 w p a O c a 0 as 0 cL b 8 c- W z CD W J �,a N S T c- !2 p a rZ cc 00 0 li E a. a) t0 'Dp N Q O y J} F CC M fj w� CL U 7= Q. L c'E W m E w E rn J Q (L Z © r a y y y w° c CD w m : o o sn u z Q y c c y E E C4 'US- a b 7® 15 o •W p p Q N Q N C N c-5 O w Q1 C Lemli :E 0 w J 0 9 re 7 cc 00 � c o• 10- a a© C -P5a—. w> � Ul CL 0 Qy 8 01 0.0 +] c m O o ) a E ar V c -- D �,,, CO �j CL 17)8 > U 7 V V U M- R R C TS E N Z Z Y rd 0 RCL 7 0O`�T �CO nL0 W 4 m uv_ cC ip uJ ® m 0 0 u o za Wr J �.. cn, t- �-rta .e yr ui ccu U L 0 CL a) c c m i0 c a y F-� w w 0 E a d E `a° a � a a -- � rn m m o o Q q ¢7 c = D CL a, aa) co•5; Q aid z np p C7 0 0 _j CL c,g C Q a y N p 0- 0 p a H� aa'i � �0 U N cnan o cn e n roc c G ro m C E w Iii .r (7 U) i`. �1 .c y fn oCL ak � `s c a E 0 �7 3:U�-z W W 'y N E a3 y C '� SO C w O2 •Y y , Q N @ O< co rU Ir to ❑ a o v p - :- <tl v •co N u c P cv CO pCC 0 C—) p'— CL O sN a) 0''6 0 3 E O F E� V� 4a 3 -a O my m 7LL•C%0 CC p Z EuJF m a® a� E' < coUJ c CY1 ( E ..` c � .- 2 ]y co a>o c w w p _9 v 2 9zwc0 E c� a'm`t pcp 0 C m N y0 T N JL 22 t N m0 w t/ ❑ m E cp�CC E '� as E T A c - w -a a y N vj c a1 s Y E m Eva o '� } J a taffy p c '¢' ui fi `7 V1 c U m ai d N it ul O. T W a- 'Q x :) C 'p6 = c N 7� p CL. O > 7 CC C1 U� Q p] Ui-- C h''Od [q AQ Gil z v r P, u -r to W I tl � 40 )B /5 jk ' \ E � £ \ 2 � \\ } / . $ § 7 \ 5 ) { L 0 = C) @ 2 \ S § / / d a 4 � § - i 3 F- c § \ % r y o . § . LU \ © n t ® \ / / \ & $ ± 0 K a \) E a E _ § \ 2 . - \ E / 2 \ d \ m LU ) , a r . $ . J & _ § § # � a 5 j \ \ \ ƒ _\ \ § k \ \ \ \ \ ) 7 .. < a }§ 0 2 /\ ~® 5 § K E 3 ] » § a-, LU \ \ } \ e 2 J \ k \ ) . j/± I 40 \ § § \ \ 5 � \ \ o \ O q §§ C sk 2 22 x 2 qa m « \ o a 2 O O } a o a § f ( } 5 - � R 2 O 0 0 0 O O j k § ( � [ . E 6 t . 40 do db E: g 2 5 { f & Ems= Z5 ` 3� 3 - 7±\ e e R w in \ J � E « ) \ / ( . } & ? ££ to LL 2 \ c \ / - \E \ % u & { \ 3 G 3 o\ _ »m \ � ° ( / LU § tm } ' LU . w $ Q d i t £a ± E f k <m g \ : o& k e \-f % 7 § ) # § § o \ / k \ f 3 & i / k \_ % \ \ ® Ne —V) ° § \ / [ ®o� k \ \ )\ \ _ 3 . «« a k 40 i \ c / ) \ // )J)})))§)\)}))) ) o g mi mI z # « 2 k `� $ E \ \ | \ \ 7 \ �mm�wsry:»:e¥lS±=ffkERgm� §} 40 40 § L) C) Im m E 2 & ) 3/a / \ \ ^� $ LU } 7 \ - — { . \ \ . ) \ LL03§ } 3 ) ( C) ® [ - \ §b \ \ $ (A ) ) ] § L) C) Im m E 2 & ) / 0 $ LU } 7 v)\\\\\\\\\\\\\ 7i0 f.mm,w-or— :an%nmdmmm.mn}$ )} CI • 2E CK 0 d d w uhi Y U. O T A cc W 2 O N f,S fI1 Q C7 w 6 U as E m Qi E Q 3 U W W � m v V w cp Cj m m m z z z z to D Q cc v 6 n � 'n Ti 3 u a 11 • a 0 o (n 0 v a v v v w m m m m a m c.� t� � •r v� ccs . - m a o -- ra �n •: +— Ri r�r U � t i7 • s V) U_ Er S7N N - 0 -F- 0 L' C4 U7 s c ro E N T V] is t'J V) N s v m m O � G1 .- v N r EV C f4Y � m a inuy C N LL C CS 6Y 0 E w z a E p� 0 E 0 u; U m m d w m m m 7 7 7 z z Z Z 40 do bm d/ k\ m k a w m E �m \ ]ƒ\m « Q ® \ -=Fa \\)� \ \\ §\) ob )) §} j IL \> k n § \{ E 0- J \ c) (\ \ � k ^ ? ) # \ k § 0 % o , § § \ � § $ k c \ { § } ` « d R 2 « ) 2 a U \ { £ / T & 0 m a bm d/ k\ m k a { m E ) « < « $ ® \ /. \ Z §\) §} j IL bm d/ k\ m k a s s j IL \> k n § E 0- J \ c) ,. « # § bm d/ k\ 40 4D \ \ � 0 0 \ } ) k Al { \/ §$ / cn CO 0 eb . § § ) \ ) \ ( e } \ § { _ \ \ j � \ / ) ) \ } \ u - & E ° 00 2 k > . E ° § i } \ . } S 2 \ - In / { \ \ d � ® . /) {Fnpi �\ \ � / ; J 7 \ ` c % \ \ k [ \ § 0 \ § \ \ } S # r CI 40 U rr W W O D U N U 4 Cr W v v a v m a v v v v v v v a a 0 O Z 4 0 7' 7 7 7 SV '7 7 7 J C CU (YI •i ifl rry r_ r,} n N [� �J ,fk �D r., co 01 Cl 4V [9 V I- c co O 1 a. CFD 0. U C: G/ d7 c7['? p SJ Q] 65 ['? c'D 03 ('] m f) [7 U3 63 65 W ir] Zil co ;J5 &3 43 - U iD iD CO to [D iD iD (Cl Co 1.0 m iD �J 9 P 47 U U U [? O D U U aaLE a-CLELa.aii�� o n 0 0 0 0 o o o o a cc r_ OE c cc rr ricr m r r ff r r_ ul aNi U z i LfJL�JL�JL4��4� 1 `L z 'w O t � 4 CY7 CO m U] (R fGl 44 C5 rr (R LD f9 CU m Cl7 iL Sr Cr CL' r'C a CC W r% rr Q 2 CL [L N U U U Q P O CS U U It U O V v D V U U IT 7 U V LV CJ iq CJ N N N N N N [V N 0i N N N N N N N N N C➢ N N V" b LV N N N 4V M1 f`- f� M1 rw i- R M1 [^• M1 r- M1 r- M1 f-- ¢ ¢ ¢ ¢ ¢ a ¢ ¢ ¢ a ¢ a ¢ ¢ a 000000(D00000oc�a z cc T Tcc rr rd ml cr_ rr I rr cr rr cr LULU U (� a0 3 al u L. �" C7 {.7 CWn (i i7 C7 Lj ci ci 0 U' 7 7 U U 7 U 3 U 7 U 7 U 7 7 U U 7 U 7 7 U U 7 U m C CU (YI •i ifl rry r_ r,} n N [� �J ,fk �D r., co 01 Cl 4V [9 V I- c co O 1 a. CFD 0. U 40 E-1 40 E> cr 4; E c9 2 E 4 N U V C O �qq U7 CX N all y N_ ar N N d d W d7 G1 tl7 N d [f d7 N4 @ tr1 - 7 7 7 7 7 7 7 Z Z Z z 7 I FC ,o �= T n, t*3 •r In m r- co Q� .- � .- ._ �^� r7 hi ri ne 40 d § K ) k j ƒ 3 a e Q&;QQQ;;QQgQ;QQQ &$))#A77$)/7)/)/) §(r \ooyo 0 +@ 2\{j�\j\k\�\\ «a\\ \£In , \ \ \ 1) =�\$g]z 9 / )/ f cr S\ _am,r\\ems/see\f\t &aF4\11 r: C \ 3 \ 0 0 k k \\ ) a £ 2 0 2 ) § 2 / 3` $ � e e � LL Jr E ( i ) / ) j ± @ B/ \ A m \ k tv cr I- \ ( \ < S C9 § - r LY < § ( _ / \ \ % a- / « c � � § 3§ & f 4 Cc% / \ C) # m • 40 6 cr a ae w ra 0 C) C) U Q W CS a a a vavaavava<rav 10 O O n O O O— z z z z z 7 7 Z z '"'c z Z Z -1 -1 z d 4n E iJ — U T n � • � } Qj§ j 6\ik §)##\)2}2+)zzzzz § 3 d MI m ��a=) \\a#§ ,wm«rmwm�e=2e=92>f2@GQGm \& % / \ ƒ A§ // C O k E § 3 d MI m ��a=) \\a#§ ,wm«rmwm�e=2e=92>f2@GQGm \& CI 40 qa�a ppa Ja aaaa C`J N N N N W eq 0 C*! tom'! 3B�3a �o�o ASS 82PIS Ta ?),T mol T o, S la 5 a w a y 7T C a j 2 2 a m O U w w c G w U U 4 IL m N C N 0 cosn a m 0 p0p' v G al GF is 6Qf m & y C C w S la ro 2 y G C j 2 2 a m O U 1^ c G U S la 40 F E \ co _ » j \\ � \ \\ — « m § K \ % \ \ , / } } \ f ƒ ) / § \ / 15 \ ° 0 \ \ j )\\/) § § 73 \\ I C \ E § ) C) § d � % ) 2 ) § / k \ m \ £ § ( k 0 # \ £ § # / f & _ \ 7 § R ® e 40 40 d \ A : ƒ }a- \ j ~ � 5 ƒ { \ \ . \ \ G 2 E0 CD 0 { \ 000 k ) ƒ D j E \ \ § § ƒ J \ \ z \ \ \) {k s uw & m \ \}\ )\ 3» ( t 7 l § k k co @ r ) o j \ n "I Cl 40 4D � Q o LL -JUUULJUU �- _ __ tu cru D � cc YY`L`�CYY�GC Lb CL rw- a m > a w cn c}i] E Ei E N O 7 O 0 0 0 0 C3 Q o "a C w Q 10 A 'Si A si 1;•i s`p N d R@ F4 o C CC S � q O cc 0- Cn ° L Q Q © N CC CC •s r•, m w 0 E T m1 O (a_ z N o 0 tai 0 a O � w (} m 4 O p D Q 22 di $7 Ui N � Q7 dl N m ILS Ind nN Id d o o n 0. 0 03 0 0 N R yR. d CL CC t. l] O O O C C C C c c U U U U cl m a. a N ai N U1 N U? () FT C U] 0 U) UA Q < Q QC]000 S w W w w tJ CE w z �a L N� Q] p � an0 U) , W N LD 03 <Z2C7� xxx22za 00C3mm<2 2M:li000C u. w t3 7 va Ua 3 a LL1 w as a. asxz ��tnfn Y Yx w 6 -JUUULJUU _ __ cru N LO r N U') YY`L`�CYY�GC ff w w a= {L [L U CL w cn E Ei E N O 7 O 0 0 0 0 C3 Q o "a CL f1] 10 A 'Si A si 1;•i s`p N d R@ F4 a swww 0 G1 61 N Q7 N N W O. 0� p O O O Cn ° L Q Q n ri _5 6 L'b sa n A A- 0Q<<<< x= (L (L 07 n a N t a 1i n •s r•, m E 40 d z E \ \\ / \ \ e E} r m /m m ] \ / / . w o o § { 9 { \ . \ 2 \ \ ) ( § w E \ m \ { / 0 e ui § . / \ \ / < e \ p k \ £ - & a c © > S \ ) / \ \ ILj \cc / E g g \ CI • ro a rn M CL (L c cr n ro c� v iy 0 d O d Q 'C7 G = Z3 1� 4 u C N .O ,O N n � 3 � p `1 n_ 0 iJ rA W 03 ca '41 CL CA ca ([ iS, O C mJOD .� 2 « N CA U _ a •� y r ®1 - Oy cv d � 'D (n of U �' O y. L 0 N O' U M .� CY P .5 .5 j '� � SC6 � L �7 C " O C W d 0 Q `7 s- O N CT U 6 � 0) U1 N O N C C 41 [6 a1 h .® Q1 R1 N i�O fit u o i0 [ti U L7 64 �s m � �yv y ° L V m © 0 � C- _ IL 3 3 d tll L N N d Q7 L t C © 6 co It N 0 tV v _ C N co S0 4tl Ci t`q U U Y Y Y t 'Wi ,C} O j �] 47 r 4 N Z O w C o ib a0 eu to O t6 Y N 'O � 'n a 7 N 4 0.2 H ro 3� 3 3 to 3 c 3 co rq N T2: ZTJ2`2 12Yii 7 O 7r ar s0 N a U a C W a c OG [V �0 0 o 0 0 0 (o o O 0 O 0 N :ti� 22Z Zx x z x z T cn VJ ro �, ,N g w 0) E p, Cay � Ua t9T Oy O N 0 U U G �U U L,l U L? U U t U = N U C {'�{ Cl W 7 7 7 7 3 7 7 '7 i i (] "O '43 "CS 'O '6 T7 'L7 `6 -0 -0 w O U � Cd N. C O N 41 ci y' Tjy d O O� O O 4 U P O Q 4{ {L 0- (L CL iL fL 0. n. 0 ' U C N 'C j g CL .9coN N c7 m m V V to to N V U7 u E N tgn U N o U o a U O O O O O O O O N CD N g N E1 '"' CC n� m q7 07 R 0��Y @ tl1 G7 d1 0 N i0 i0 i0 6 I O C m , i0 0 0 m tG Ca c0 tG [5 - ooc)C)UU[y0UUUCSU 2 r n U I F^ N m to N v c� I to L Ln •• C 4 Ut 0 OT 0 LI CT CA 7 .N m = ® �" wN- *M' r .- N C7 V to fD i+� [U CA r !� i0 O m R7 ib Cly yy � 0 91 07 OD N 0 tl] Ol W Ql 91 44 N :Y1 �7 V � (} 44 ,c rt F w 00 0 0 0© 0 0 z z z z z z z z z z z z z z 0 i 40 ERICSSON EDAC:S Y2K Functional Test Ericsson Inc- Procedure nc. g� 1� roced u re Private Radio Systems Systems Integration Indian River County F�] 40 TABLE OF CONTENTS 1. Y2K FUNCTIONAL TESTING_ .................................................................................................................................... 3 1.1 Pre -Modification Functional Testing...........................................................................................................................3 4 1.2 Testing Completion............................................................................................,.....,................................... 2, EDACS TRUNKED SYSTEM VISUAL INSPECTION................................................................................................... 5 2.1 Visual Inspection ................... ....., ....,..........,.....................................,............................................... S 6 3. TIER 1 RADIO FEATURE SET...................................................................................................................................... 6 3.1 Setup ............. ............ 3.2 Group Call (Agency. Fleet, Subfleet) ..............................................................,.................................................... ............................... .................... 7 9 3.3 Individual Call .......................................... .................................... ,.......................... .................. .,..... 10 4. LOCAL DISPATCH FEATURE SET (C3 MAESTRO) ................................................................................................. 4.1 Transmitting With MIC Or Headset ........ ............. ............... ._..................................................................... ,,.............1Q 10 4.I,1 Group Call. ............... . ..... .....................................,».........,............................................ 11 4. 1.2 Individual Call........................................,........................................................................ ,........... 11 4.1.3 Alert Toncs ............................. ................................................................................................... 4.2 Receiving Calls ......................................,...............,.................................................................13 4.2.1 Group Call ..................... ..........................................................................,..........,................13 13 4.2.2 Individual Call .................... ........................... ,................................................ .............. ................. 4,2.3 Call History... .............................................................,.......14 4.3 Emergency Call.. ................................................................................................................................................... 16 4.4 Agency Broadcast- ....................................................,,........................................................................................... 4.5 Patch ..................... .................................................................................................,.............17 4.6 Simulselect .... ................ .....,........... ...............,.,......................................,.19 21 4.7 Console Pre-Empt .................... ..............................................,................................................................. 21 4.7.1 Clear Voice Dispatch ...................... .................................................................................... 22 4.8 Console to Console Interaction ....................,.,............,..............._..........,...............................I......................... 4. 8.1 Console Intercom ................. ................._.............................. ............... ....................... ......22 22 . 4.8.2 Console Crossmule ................................................ ........,..............,.................... .......... ..................... ........ __... 24 4.9 Supervisor Console ....................... .......... ................................... ............... ,.............................. ............ 24 4.9.1 Priority Ovcrfidc (Pre-empt) ................... ...................................................................................................1....... 4.9,2 Console Enable/Disable ..........................................................................................................24 25 4.9.3 Unprogrammed Emergency. ................................................................................................................................ CALLS .................... 26 5. CENTRALIZED TELEPHONE INTERCONNECT ..... ...... .......................................................... 5.1 Radio Originated Interconnect Cail... ............. ............... .............. ..................... ............ .......... ...................................26 28 ecorder..................................................................................................................................................... 5.2 Logging Recorder_ .............. ................ .............. ......... _ .... .............. ................................................................... M 40 1. Y2K FUNCTIONAL TESTING 1.1 Pre -Modification Functional Testing Ericsson shall perform baseline functional tests of the system before any Y2K modifications are started, in order to determine the pre -modification level of system functional ,performance. This group of baseline functional tests should include all functional tests contained in this FTP. The pre -modification level of system functional performance and any functional irregularities, if any, shall be documented and acknowledged by the customer (as shown below) before the Y2K modifications are started. The Customer acknowledges and accepts the pre -modification level of system functional performance as indicated in the attached baseline functional test results. The Customer agrees that Ericsson's responsibility shall be limited to demonstrating that the level of system functional performance (after the Y2K modifications have been installed and as indicated by the post -modification functional test plan results) is equal to or greater than the level of baseline system functional performance. Customer Representative Ericsson sylaure NOW name and We Printed name ind L14c Page 3 of ?% C�] 1.2 Testing Completion The testing shall be deemed completed and the upgraefe work accepted when each of the following functional tests have leen successfully completed (unless restrictions exist in the baseline system preventing the test from being passed). Pago 4 of 28 C-1 r 2. EDACS TRUNKED SYSTEM VISUAL INSPECTION Y2K runctional T%t Pmcedure Version: Rev. D Last Modification Date: Ian 1 1998 2.1 Visual inspection Setup Prior to the actual acceptance test, a physical inspection of the EDACS equipment must be performed. The inspection for safety should include all EDACS equipment areas. Any discrepancy 'which effects operator safety must be corrected before the remaining tests are performed. If any hazard is discovered, and existed prior to any modification, the customer must have the hazard corrected before further tests are conducted. inspections for quality workmanship are only necessary on equipment which was modified or replaced. Execution 1. Verify the area is clean and that all cabinets and racks are both clear of debris and clean. 2. Verify all equipment racks are spaced per the drawings, secured and grounded. 3. Verify all rack cables are dressed, secured and correctly marked. 4. Verify all nameplates and labels are in place. 5. Verify all protective foam, tape, and packing material has been removed. 6. Verify all punchblocks are labeled. Results (Pass/Fail) Tester, Date: Comments: TAT 5`sif C�1 i 3. TIER 1 RADIO FEATURE SET Y2K Functiona] Test Procedure Version; Rev. B Last ModiCcation Date: Jan 1 1498 3.1 Setup This setup applies to the tests contained in this section. Three radios are required, programmed as follows: (Utilize test or customer data base groups A, B, C & D as specified here) Radio 1: System Supervisor unit; with. System All Call capability and with Agency, Fleet, and Subfleet GlDs programmed. Radio 2: (Group A) - GID for Agency 1, Fleet 1, Subfleet 1. (Group B) - GID for Agency 1, Fleet 1, Subfieet 2. Radio 3: (Group A) - GID for Agency 1, Fleet 1, Subfleet 1. (Group C) - GID for Agency 1, Fleet 2, Subfleet 1, (Group D) - GID for Agency 2, Fleet 1, Subfleet 1. Note: Additional radios are required for Cali Queue Declaration Alert test. • e 3.2 Group Call (Agency, Fleet, Subfleet) Setup Set radios 1, 2, & 3 to (Croup A) per Customer or Test Group structure. Execution Subfieet Call Tests 1. PTT radio 1 and talk. The transmit (TX) indicators should turn on at radio 1. 2. Audio should be heard in radios 2 & 3. The LID of radio 1 should be seen at radios 2 and 3. 3. Set radio 3 to (Croup 6). PTT on radio 1 and talk. The transmit (TX) indicators should tura on at radio 1. 4. Audio should be heard in radio 2 only. The LID of radio 1 should be seen at radio 2 only. Fleet Call Tests 5. Set radios 2 & 3 to (Group A). Set radio 1 to Fleet 1, PTT radio 1, and verify audio on radios 2 & 3. B. Set radio 3 to (Group C). PTT radio 1 on Fleet 1, and verify audio on radio 2 only. 7. Set radio 1 to Fleet 2, PTT radio 1, and verify audio on radio 3 only. Agency Call Tests 8, Set radios 2 & 3 to (Group A). Set radio 1 to Agency 1. Key radio 1 and verify audio on radios 2 and 3. 9. Set radio 3 to (Group D). PTT radio 1 on Agency 1, and verify audio on radio 2 only. 10. Set radio 1 to Agency 2, PTT radio 1, and verHy audio on radio 3 only. 11. if applicable, repeat the previous steps for digital voice. € Pa go 7 of2`� 0 11 Results Tester: Comments, (Pass/Fall) Date: C-1 • 3.3 Individual Call Setup Set radios 1, 2, & 3 to (Group Ai per Customer or Test Group structure. Execution 1. Using the radio 1, select the pre -stored LID of radio 2 or enter the radio 2 LID directly from the keypad, and PTT radio 1. 2, Verify that radio 2 receives the call and displays the LID of radio 1. Verify that radio 3 remains idle. 3. Release the PTT on radio 1 and immediately PTT on radio 2. 4. Verify that radio 1 receives the call and displays the LID of radio 2. Verify radio 3 remains idle. 5. Using the radio 1, select the pre -stored LID of radio 3 or enter the radio 3 LID directly from the keypad, and PTT radio 1. 6. Verify that radio 3 receives the call and displays the LILT of radio 1. Verify that radio 2 remains idle. 7. Release the PTT on radio 1 and immediately PTT on radio 3. 8. Verify that radio 1 receives the call and displays the LID of radio 3. Verify radio 2 remains idle. 9. If applicable, repeat the previous steps for digital voice. Results (Pass/Fail) Tester: Date: Comments: Pegg 9 of 28 C1 C7 1`. 4. LOCAL DISPATCH FEATURE SET (C3 MAESTRO) Y2K Tunclional Test Procedure Version: Rev. C Last Modification Date: May 1 1998 With the introduction of C3 Maestro for Windows NT, multiple devices can be usad for Dispatch Operations (Mouse, Touchscreen, Custom Keyboard, Trackball). Consult the appropriate User Manual for specific instructions on how to use these various devices. This procedure is written to be as generic as possible, but will assume a Mouse, Desktop MIC, Footswitch, 2 speakers and a Headset are installed when required. These tests assume a valid LID/GID database with aliases defined for the test entities (test group structure as previous tests) has been setup, privileged and sent to Console under test, using the CECIIMC manager. It also assumes 2 radios have been programmed with the above test entities. 4.1 Transmitting With MIC Or Headset Setup Unplug the headset Choose a group to use as a test group Program a radio with the test group. Program a console module with the test group. Review Console User Profile settings for Console under Test (i.e. Audio Indicators). 4.9.9 Group Call Execution 1. Press the INSTANT TX function (for example right mouse button) on the module with the test group. Verify that a channel access tone is heard, the XMT indicator is displayed and that the call is heard at the radio. Release the Instant TX key. 2. Press the SELECT button on the module with the test group. Verify that the SELECT indication for that module becomes highlighted. 3. Press the SELECT TX function. Verify that a channel access tome is heard, the XMT indicator is displayed and that the^.all is heard at the radio. Release the SELECT TX function. i db 4. Press the PTT foot pedal. Verify that a channel access tone is heard, the XMT indicator is displayed and that the call is heard at the radio. Release the foot pedal. 5. Plug in the headset. Repeat the previous step. 4.f.2 individual Cal! Execution 1. Program a module with the LII] of the test radio. Select the console module with the test unit LID. Press the SELECT TX function. Verify that a channel access tone is heard, the XMT indicator is displayed and that the call is heard at the radio. Release the SELECT TX function. 2. Plug in the headset, 3. Select the console module with the test LID. Press the SELECT TX function. Verify that a channel access tone is heard, the XMT indicator is displayed and that the call is heard at the radio. Release the SELECT TX function. 4. Unplug the headset. 4. 1.3 Alert Tones Execution 1. Press the SELECT button on the module with the test group. Verify that the SELECT indication for that module becomes highlighted. 2. Press and hold the foot pedal or 'Selected Transmit' key. The test radio will receive the call. While still transmitting, press one of the three alert tone keys (Alert, Pulse, Warble). Verify the alert tone is received by the radio and also heard on the console. 3. While not transmitting, press and hold one of the alert tone keys. Verify the console transmits orf the selected group, the test radio receives the cap, and the alert tone is heard by the radio and console. When the Alert tone key is released, verify the call drops. M 40 40 4.2 Receiving Calls Setup Unplug the headset. Set and send 'Display ID for Alias' on the IMC Manager- Configure Console user Profile for the Console under test. Program the test group into a module. Set a radio to the test group. 4.2.1 Group Call Execution 1. Unselect the console module with the test group. Key the radio and verify that the call is heard at the Unselect speaker and that the calling radio LID and the Cali Indicator are displayed. 2. Select the console module with the test group. Key the radio. Verify that the call is heard at the select speaker and that the calling radio LID and the Call Indicator are displayed. 3. Plug in the headset. 4. Select the console module with the test group. Key the radio. Verify that the call is heard in the headset and that calling radio LID and the Call Indicator are displayed. 5. Unplug the headset. 6. Key the radio. Verify that the module call light is on, the call is heard at the Select speaker and the calling radio LID is displayed. 4.2.2 Individual Call Execution 1. Program a module with the LID of the test radio. 2. Select the console module with the test unit LID. Call the console from the radio (ICALL with Console LID). Verify that the calk is heard at the select speaker and that the calling radio LID and the Call Indicator are displayed. 3. Plug in the headset. Page 13 of 28 • • 4. Select the console module with the test LID. Call the console from the radio. Verify that the call is heard in the headset. 5. Unplug the headset. 4.2.3 Cal! History Setup This tests compares programmed module call activity to the history scroll lists. Utility .page, dispatch menu will be selected. Select either the "Select History" or "Unselect History" Execution 1. Press the `'Scroll Up' and 'Scroll Down' buttons to scroll through the Unselect call history list. Compare these calls with known activity. 2. Press the 'Scroll Up' and 'Scroll Down' buttons to scroll through the selected call history list. Compare these calls with known activity. S. Press the 'Esc' button to exit the history scroll mode. 4. To monitor call history on a single group use the 'module history' button ion the 'module modify' menu. Use the 'scroll up' and 'scroll down' buttons to scroll through the calls for the picked module. Compare these calls with known activity. Results (Pass/Fail) Tester: Date: Comments: Page 14 of'2H • 40 4.3 Emergency Call Setup This test requires a test radio capable of generating and clearing an emergency (i.e. Supervisor Radio). Execution 1. UNSELECT the test group. Using the test radio, declare an emergency on the test group. 2. Verify the module turns red, the 'EMER' flag is briefly displayed in the module, the LID/Name of the test radio is displayed, the emergency message is displayed in the message window, and the emergency alert tone is heard on the console. 3. Pick the module with the emergency and depress 'Alarm Reset'. Verify the alert tone is silenced on the console, but the emergency is still displayed. 4. Select and transmit on the group with the emergency. Verify the test radio receives the call, and is still in emergency mode. 5. Clear the emergency using the 'EMER CLR' key. Verify the module no longer indicates an emergency. 6, Transmit on the test radio and verify the emergency is cleared and normal group calls have resumed. 7. With the test group selected on the console, declare an emergency on the test group. Verify the console and radio have the same indications as steps 2 to 4. 8. Clear the emergency with the console. Results (Pass&ail) Tester: Date: Comments: Page 15 of 28? 40 4.4 Agency Broadcast Setup Unplug the headset Choose an agency to use as a test group Program at least two radios with different subfleets but in the same test agency. Program a console module with the test agency. Review Console User Profile settings for Console under Test (i.e. Audio Indicators). Execution 1. Press INSTANT TX on the module with the test agency. Verify that a channel access tone is heard, the XMT indicator is displayed and that. the call is heard at the radios. Release the Instant TX key. 2. Press the SELECT button on the module with the test group. Verify that the SELECT indication for that module becomes highlighted. 3. Press the SELECT TX function. Verify that a channel access tone is heard, the XMT indicator is displayed and that the call is heard at the radios. Release the SELECT TX function. 4. Press the PTT foot pedal. Verify that a channel access tone is heard, the XMT indicator its displayed and that the call is heard at the radios. Release the foot pedal. 5. Plug in the headset. Repeat the previous step. Results (Pass/Fail) Tester: pate: Comments: Pao 16otig) I 40 4.5 ,Patch Setup Do not include entities with privileges on Failsoft sites in this test. Program four test groups. The groups must not be fleets or agencies. Have on hand, 2 radios programmed with 2 of the test groups and logged on to sites. Execution 7. Create a 4 group patch on PATCH 1. Verify that the ACTIVE indicator for PATCH 1 (i.e. P1 indicator in each module) comes ON and the four modules are included in the patch,. 2. be -activate PATCH 1 and verify that the ACTIVE indicator goes OFF. 3. Re -activate PATCH 1. Verify that the ACTIVE indicator comes back ON. 4. Modify PATCH 1 by removing two of the groups in the patch. Verify this results in a two group patch. Verify that the patch indicators of the two remaining groups are ON and the patch indicators of the two deleted groups are OFF. 5. Set each radio to a different test group in the patch and turn scan off. 6. Activate and Select PATCH 1, 7. Key one of the radios on its test group. Verify that the call is heard at the other radio and at the select speaker. 8. Repeat the previous step, except key the other radio. 9. Key the console by pressing the transmit bar. Verify that audio is heard at both radios. Pada 0 of'i8'! C-1 40 Results (PasslFail) Testes': Date: Comments: p"100 M of 28 C> • 4.6 Simulselect Setup This test applies to Level 1 (Single Site, Simulcast, and Voted) sites only. Program four test groups. The groups must not be fleets or agencies. Have on hand 2 radios programmed to 2 of the test groups and logged on to s itc . Execution 1. Create a 4 group Simulseiect on the 4 test group modules. Verify that the ACTIVE indicator (i.e. S1 displayed in each module) for SIMULSELECT 1 comes ON and the SELECT indicators of the 4 group modules are ON and highlighted, respectively. 2. Un -select SIMULSELECT 1 and verify that the active indicator goes OFF. 3. Re -activate SIMULSELECT 1. Verify that the ACTIVE indicator comes ON. 4. Modify SIMULSELECT 1 by removing two of the groups in the Simulselect. This results in a two group Simulselect. Verify that the ACTIVE and SELECT indicators of the two remaining {croups are ON and highlighted, respectively and the ACTIVE and SELECT indicators of the two deleted groups are OFF. 5. Set one radio on each of the test groups in the Simulselect and turn scan off. Activate and select SIMULSELECT 1. Key one of the radios on its test group. Verify that the call is heard at the select speaker and not at the other radio. 6. Repeat the previous step, except key the other radio. 7. Transmit from the console on SIMULSELECT 1. Verify that audio is heard at both radios. Page 19 of 28'. CI dw Results (Pass/Fail) _ Tester Date: Comments: • Aggi 1m g,. 4.7 Console Pre-Empt Setup Choose a group to use as a test group Program two radios with the test group. Program a console module with the test group. 4.7. ? Clear 'Voice Dispatch Execution 1. Key the first radio on the test group and hold the call up. Verify that audio is heard at the second radio and the console. 2. Key the console an the test group and hold the second, pre-empting call up. Verify that the XMT indicator is displayed along with the pre- empted caller LID and CALL indicator. Verify that the second radio begins to hear the console audio and not the first radio call, Verify that the pre-empted radio audio is still heard on the pre-empting console. 3. Unkey the first radio. Verify that the pre-empted caller LID and CALL indicators are removed and the pre-empted radio audio is no longer heard on the pre-empting console. 4.. Unkey the console. Verify that the call drops. Results (PasslPail) T ester: Date: Comments: P-ign 21 of 28'' 4D 40 4.8 Console to Console Interaction 4.8.1 Console lntercom Setup This test requires two consoles located on the same IMC. The console under test will be referred to as console A and the other console will be B. Execution 1. On Console A, program a module with the console ID of console B. Select this module and transmit. 2. Verify on console A that 'RING' is displayed in the module. Verify that on console B, a blank module has been automatically programmed with the console ID of console A, 'CALL' is displayed in the module, the intercom call message is displayed in the message panel, and the intercom alert tone is heard. 3. Answer the call at console B by picking the console A module and pressing 'Call Answer'. Verify the intercom alert tone silences at console B and the display in the module an both consoles changes to 'ACTV', 4. At console A, press the 'ICOM TX' button and talk. The audio should be heard on console B. At console B, press the 'ICOM TX' button and talk. The audio should be heard on console A. 5. At either console, press the 'ICOM Call Hold' button. Verify the module indicator changes to `HOLD'. Press 'ICOM Call Hold' again and verify the display changes back to 'ACTV' and the intercom can be used again. 6. At either console, press the 'Cali Release' button. Verify the module blanks on console B and the display on console A no longer shows ' ACTV' 4.8.2 Console Crossmute Setup Establish two consoles (A and B) to test the Crossmute function. The Consoles must be on the same CEC! IMC. Program and select a test group on both consoles. Execution 1. Place a call on console A on the test group. 2. Verify that console B can hear console A in the select speaker. Page 22 orn • 40 Nq 3. At console R, mute console A. 4. Place a call on console A on the test group and verify that it cannot be heard at console B. Restore the desired cross mute setup. Results (Pass/Fail) 'rester: Date: Comments: C-1 i 4.9 Supervisor Console 4.9.1 Priority Override (Pre-empt) Setup This test only applies to consoles that have been programmed as Supervisors. This test also requires the use of a console that is not programmed as a supervisor, and a test radio. Execution 1 Place (and hold) a call at the non -supervisor console on the test group. Verify this call is received by the test radio. 2. At the supervisor console, transmit on the same test group. 3. Verify that the audio heard on the radio is the audio from the supervisor's console and not the audio from the non -supervisor's console. 4. tlnkey both consoles. 4.9.2 Console Enable/Disable Setup This test only applies to consoles that have been programmed as Supervisors. This test also requires the use of a console that is not programmed as a supervisor, and a test radio. Execution 1. From the supervisor console perform a console disable function on the non -supervisor console. 2. Verify that the non -supervisor console indicates disabled. Attempt to transmit, and verify the console is unable to transmit to the test radio. 3. Re -enable the non -supervisor console from the supervisor console. 4. Verify that the non -supervisor console becomes functional again by transmitting to the test radio. 40 • 4.9.3 Unprogrammed Emergency Setup This test only applies to consoles that have been programmed as Supervisors. It requires a test radio capable of generating an emergency. The console should not be programmed with the radio's test group. The group must be in the console's privilege list unless the console is also programmed to route an unprivileged emergency. Execution Using the test radio, declare an emergency on a group not programmed in the console. Verify the console automatically programs an unused module with the group the emergency was declared on, 2. Verify the module un -programs from the console when the emergency is cleared. Results (Pass/Fail) -- Tester: bate: Comments. rage 25 of 28 • r 5. CENTRALIZED TELEPHONE INTERCONNECT CALLS Y2K Functional Test Procedure Vmion: Rev. B Last Modification Date: Jan 1 1998 5.9 Radio Originated Interconnect Cat! Setup This test requires a radio, one phone with known phone number, and a System Manager with screen 32 selected. Execution 1. From radio, place a call to phone and observe that the call is assigned a channel on the System Manager Site Monitor screen. Ringing should occur at Phone. 2. Answer phone, and talk. Audio should be heard at radio. PTT radio and talk. Audio should be heard at phone. 3. Terminate the call from the radio and observe that call ends and channel is released from Interconnect. 4. From radio, recall the prestored number to call phone, and PTT. Observe a channel is assigned for the call on the System Manager Site Monitor screen. Ringing should be heard at phone. 5. Answer phone; audio should be heard at radio. PTT radio and talk. Audio should be heard at phone. 6. Select another site for radio and repeat the steps 1 thru 4. Monitor the second site with screen 32 of the System Manager Monitor. i. Terminate the call from the radio. 8. Repeat the steps 1 thru 2 and continue the call until the channel times out. Verify that the radio receives the dropout alert tone (only in analogue calls). 9. Repeat the previous steps for each channel configured for interconnect, 10. It applicable„ repeat previous steps for digital voice. • Results (Pass]Fail) Tester pate: Comments: Page 27 of 2H a 40 6.2 Logging Recorder Setup Obtain the recorder channel list showing the recorded groups and individuals. If the recorder channel mapping has not been done or needs revision, complete this at the IMCICEC Manager prior to running this test. Execution 1. Place the recorder in a "monitor mode" allowing listening to the selected track. 2. Place calls to each of the group lDs and individual Ills that are on the list to be recorded. 3. By listening to the recorder in monitor mode, verify that the GID / LID to track correlation is correct and that audio is heard. 4, If applicable, repeat for digital dispatch. Results (Pass]Fail) Fester: Date: Comments: a • EDACS FX AGREEMENT References: FX Requisition No. MBF No. 20560 Cust. P.4, No, THIS EDACS FX AGREEMENT ("Agreement") is hereby entered into between Ericsson Inc. ("Seller") and ("Subscriber") on the following terms and conditions. 1. SCOPE OF AGREEMENT During the Tenn of this Agreement, as set forth in Section 7, Seller agrees to provide Subscriber with software updates, documentation updates and other services, as set forth in Section 3 of this Agreement, for the software developed and provided by Seller and contained within the Subscriber's Designated EDACS System(s) as described in Schedule A to this Agreement. Z. DEFINITIONS As used in this Agreement, the following terms shall have, and be limited to, tite meanings set forth below. A. "ContracC" means the agreement between Seller and Subscriber for the purchase or the Designated System(s). B. "Current Software Release levels" means the most recent Software releitse announced by Seller as being commercially available. "Commercially available" does not include interim releases provided as emergency fixes or software released for beta test or nottcommercial or similar purposes. C. "Designated System" meats the EDACS system(s) purchased by Subscriber from Seller and identified as per Schedule A to this Agreement. The Designated System docs not include Vendor Products, Excluded Products or other systems to which the Designated System may be linked. D. "Encrypted Features" means those EDACS product features which are disabled by Seller within the standard EDACS system component or radio product software and which are activated by Seller only upon their having been purchased by Subscriber. Examples of such features are Landline Data and Multiple Channel Partitioning for the EDACS system components and Priority System Sean for the IiDACS PCS portable radios. E "Licensed Programs' means all Seller Software programs and associated documentation nonexclusively licensed to Subscriber by Seller for use solely with Subscriber's Designated System, under one or more licenses, for which services are to be provided hereunder. F. "Software" means computer programs contained on a magnetic tape, semiconductor device oi' wher memory device or system memory consisting cif: (a) hardwired logic instructions which manipulate data in a processor and control input-output operations and error diagnostic and recovery routines, and (b) instruction sequences in machine- readable code that control transaction processing, peripheral equipment and administration and maintenance functions as well as associated documentation used to describe, maiauain and use tite programs. G. "EDACS FX Classification" means the classifying of Subscribees Designated System(s) within categories of system complexity, as defined by Seller from time to time, for the purpose of determining Subscriber's annual EDACS FX fee. H. "Updates" means any commercially available corrections, modifications or enhancements generally released andlor provided by Seller to the Licensed Programs - r 0 40 3. DESCRIPTION OF EDACS FX PROGRAM FEATURES A. Software Releases included. With respect to each Licensed Program, and subject to the conditions of this Agreement, Seller will provide the SoRivare Updates described below during tike term of this Agreement. All Updates shall be shipped to Subscriber"s EDACS FX contact designated in Schedule A of this Agreement via protective packaging containing a quantity of programmed Software media (PROlvts, TK50 tapes or diskettes) necessary for Subscriber to fully implement the Software Updates within their Designated System. In addition, each shipment of Software Updates shall contain at least one set of Software release notes detailing the contents of the Software Update and providing installation instructions. All Software Updates and documentation shipped to Subscriber shall be considered as part of the licensed Programs, shall be subject to the toms and conditions of the nonexclusive licenses granted by Seller to Subscriber, and Seller shall be free to license others with respect thereto. i. Software Updates Uonn Enrollment. As determined by the system audit described in Section 3.C.i. of tills Agreement, Seller shall provide to Subscriber the Soflwarc Updates needed, if any, to bring the Licensed Programs within Subscriber's Designated System up to Seller's Current Software Release Levels. Such Updates will be provided at no additional cost to Subscriber provided Subscriber has enrolled in the EDACS FX program within the enrollment deadline specified in Section 4.A of this Agreement and provided Subscriber has installed, at Subscriber's expense, the compatible hardware necessary to accommodate the Software Updates. ii. Subse uent Software U dates. During the term of this EDACS FX Agreement and subject to Subscriber's performance of its obligations, Seller shall provide Subscriber Software Updates, released by Seller subsequent to Subscribers enrollment in EDACS FX, for the Licensed Programs contained within Subscriber's EDACS Designated System configuration. Such Updates will be provided when they are made generally commercially available by Seller to its licensees of the Licensed Programs and will be included within Subscriber's annual EDACS FX fee but the subsequent software Updates shall include; a. Enhancements and corrections to existing features for all EDACS Designated System backbone components and radios; b. New features implemented via the system components already contained within Subscriber's Designated System, including unencrypted features for the systems backbone components and unencrypted features for the radio products, and c. Soilware for product migrations wherein a new generation of Software N developed for the Designated System component, rather than the Older generation of Software being updated. iii. Software Re lacements. In the event any Software media contained within Subscriber's Designated System incurs damage, whether front acts of Nature or human error, Seller shall provide replacements for such Software to Subscriber at no additional charge, subject to the terms and conditions of this Agreement. Q. Software Releases Not included. The following Software releases are not conlinerciahy available and are not included within the terms ol'this EDACS FX Agreement: i. New Products. Any Software products released by Seller for which an earlier generation or release level is not already contained within Subscriber's Designated Systern are not covered within this Agreement, if Subscriber wishes to implement such Software products within their Designated System, they will need to purchase site]: products at the prices then in effect, together wvilh any necessary compatible hardware for operation of the Software. ii, rnervntcd Features. As staked in Section 3.A.ii.b. of this Agreement, encrypted features for EDACS radio products are not included within the category of Software tlpdates provided by Seller under this Agreenhent. Such features must he purchased separately by Subscriber at the ptiecs then in effect. 4b 40 iii. Hardware Uptradcs. in the occasional event a Software Update being released by Seller requires a corresponding hardware change, Subscriber will need to separately purchase the compatible hardware upgrade required. Seller will endeavor to notify Subscriber in advance via the EDACS PX Bulletin or, if applicable, via EDACS FX's upgrade planning service of any hardware changes needed in order to implement a Software Update. No such notice will be given for Vendor Products or Excluded products, and no hardware upgrade may be available. iv. Optional Support Services. Other Software support services Subscriber may require, including, but not limited to, training, customized soflwarc programming or troubleshooting through Seller's Technical Assistance Center are outside the scope of this Agreement but may be obtainable through other programs offered by Seller for Licensed Programs for Designated Systems (as distinct from Vendor Products or Excluded Products), v. Remote Site Trans ortation Costs, For those sites that are not readily accessible by motor vehicle and require special transportation arrangements in order to gam access for Designated System audits, Subscriber will be responsible for providing the transportation to the site and reasonable lodging and other support where same day service is not sufficient. d. CONDITIONS FOR SERVICE k. Enrollment Deadline. Subscriber agrees to enroll in EDACS FX no later than sixty (64) days alter the earlier of: (i) the first expiration date of the warranty provided by Seller for any component of Subscriber's Designated System under the Contract applicable thereto, or (ii) the expiration date of [tic first warranty provided by Seller for any of the software within Subscriber's Designated System, If Subscriber's first such system warranty has already expired when Subscriber is first presented with the EDACS PX program, Subscriber will be given a 60 -day grace period in which to enroll in EDACS FX. Subscribers meeting this deadline requirement will receive, at no additional charge as described in Section 3.A.i, of this Agreement, the licensed Program Software needed to bring their Designated System up to Seller's Current Software Release Levels to the extent the Designated System hardware is compatible with such Software. Update. B. Subscriber Contact. Seller requests that Subscriber identify its Subscriber Contact designee in Section 5.33. of the Schedule A to this Agreement. To the maximum extent practicable, Subscriber's communications with Seiler (with regard to the Software Updates provided under this Agreement) should be through the Subscriber Contact. Subscriber shall designate a person with stalticient technical expertise to be able to interact knowledgeably with Seller's technical support personnel. C. Installation. Subscriber agrees properly to install the Soltwarc Updates provided by Seller and in order of receipt from Seller. Subscriber understands that Soltware support provided by Seller is limited to Seller's current commercially available and current -minus -one Update release levels of licensed Programs ror Designated Systems. D. Media Labelin . Subscriber agrees that if it chooses to make its owtt copies or any Software media supplied by Seller, whether for backup purposes or in order to install a Software Update throughout their Designated System, Subscriber will reproduce any copyright notice andlor proprietary notice appearing on andtor in such Updates and will label Subscriber copies with the inloranation, including part numbers and revision levels, provided on the set of media provided by Seller. Nothing herein grants Subscriber any right to sublicense any Software or to distribute copies to any other person and such sublicensing and distribution is expressly published. E. No Modification of Software. Subscriber agrees not to modify, enhance or otherwise alter (lie Software unless specifically authorized in the user documentation Provided by the Seller with each Software Update or unless the Prior written consent of Seller is obtained. Under no circumstance shall Subscriber create or permit the creation or any derivative work from any Software or the reverse engineering or replication of any Software. F. Seller's obligations under this Agreement are conditional upon Subscriber's compliance %with the terms of this Agreement and any purchase contract then in effect between Seller and Subscriber. 4D tf S. FEES, TERMS OF PAYMENT & TAXES A. EDACS FX Fee. Subscriber agrees to pay Seller an annual EDACS FX fee, in the amount set forth in Schedule A to this Agreement, plus taxes pursuant to Paragraph F below, for EDACS FX services provided by Seller during the term as defined in Schedule A. Subsequent years' EDACS FX fees, beyond Subscriber's fest-year fee specified in Schedule A, may or may not remain at the same base rates. Any changes made to Subscriber's Designated System(s) or mobile equipment which results in their failing into another EDACS FX Classification will be reflected in tile following year's EDACS FX fee. If Seller's base rates for EDACS FX should increase, Subscriber will be nolifted by Seiler in writing of any such price increases at least one hundred twenty (120) clays prior to the end of Subscriber's yearly EDACS FX period then in effect. B, rJther Ch_a Subscriber understands that if it chooses to delay its enrollment in EDACS FX beyond tile deadline described in Section 4.A. of this Agreement, Subscriber will need to purchase, at the Software prices then in effect, the initial Software Updates needed to bring their System up to Seller's Current Release Levels as well as any hardware which may be required to accommodate those Updates. C. Due Datc. Subscriber's first-year EDACS FX Fee will be invoiced upon Seller's receipt of a EDACS FX order from Subscriber and this Agreement signed by Subscriber, and upon the signing by Seller of this Agreement. Payment to Seiler will be due thirty (30) days from the date of the invoice. 'Subscriber's subsequent years' EDACS FX fees will be automatically invoiced sixty (40) days prior to the commencement of the subsequent year's term. payment of' ll prior obligations is a condition to Seller providing any future Software Updates or other services. D, payment Terms. Payment shall be made in United States currency. All amounts past due over thirty (30) days shall accrue interest frons their due date at the rale of one and one-half percent (I-If2%) per month (or such lesser rate as may be the nlaxinttun permissible rate under applicable law). in addition to payment of the above interest, Subscriber agrees to pay all collection costs and enforcement expenses including reasonable attorneys fees, if Seller must bring an action or arbitration or other proceeding to collect any amount owed by Subscriber or to enforce any creditor rights in any bankruptcy or similar procceding involving Subscriber. E. Taxes. In addition to any subscription fee specified herein. Subscriber shall pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by Seller or Subscriber unless Subscriber shall otherwise furnish Seller with a tax -exemption certificate acceptable to the applicable taxing authorities. F. Discontinuance. Subscriber understands that if Subscriber discontinues and then subsequently restill, es participation in the FDACS FX program, Subscriber will be required to pay Seller a re-entry fee for any benefits acquired by Subscriber upon re-entry to EDACS FX program plus the EDACS FX fee for the Will tile" commencing. 6. TITLE As between Seller and Subscriber, the Licensed Programs and all copies thereof, in whole or in part, and all Software. documents and materials which may be notlexclusivcly provided by Seller hereunder for use in connection with such Programs are furnished hereunder nonexclusiveiy as part of the "Licensed Programs" dclincd in lite applicable software license agreement(s) and shall remain file exclusive properly of Seller and will be held in confidence by Subscriber hl accordance with the previsions of each such software license agreement. Under no circumstance shall Subscriber create or permit the creation of any derivative work from" any SoRwvare or the reverse engineering or replication of any Software, 7. TERM & TER1SfllhlATION A. EDACS FX services will be previdcd by Seller to Subscriber for an initial ❑nc-year term, as defined in Schedule A Lo this Agreement, and thercaiter on a year-to-year basis as provided herein, subject to prior payment in full or all outstanding obligations al Ilse lime of renewal and compliuncc with lite other ttimis of this Agreement • 01111111 B, Provided Subscriber is then in full compliance with all of its obligations, Subscriber's EDACS FX enrollment shall be automatically renewed at the end of the first- year tern for a second year's term and on a succeeding yearly basis thereafter unless either party notifies the other in writing, at least ninety (90) days prior to the end of the yearly period then in effect, that the EDACS FX subscription shall not be rcncwved or Subscriber is in default on any outstanding obligation owing to Seller. C. Subscriber may terminate this Agreement at any time by wriuen notice to Seller of such termination in which case the services described in Sections 3.A. and 3.C. of this Agreement shall be discontinued and this Agreement shall terminate. D. Seller shall have the right to suspend or terTninate this Agreement upon thirty (30) days written notice (and future obligations of Seller are automatically suspended) if Subscriber fails to pay any charges hereunder due or if Subscriber commits any other breach of this Agreement or commits any breach of any applicable Software license agreement for any Licensed Program being supported under this Agreement, any contract between Subscriber and Seller or other obligation by Subscriber to Seiler or any of its affiliates. E. Seller shall have the right to discontinue providing EDACS FX services (including Updates) for any Licensed Program supported under this Agreement. Software Updates may be discontinued at any time at Seller's discretion. Other services shall not, however, be discontinued without 90 days prior written notification by Seller to Subscriber. Notwithstanding any other provision in this agreement, as Subscriber's sole and exclusive remedy Seller will provide a pro -rata refund of Subscriber's annual FDACS FX fee if Seller elects to discontinue providing E'DACS FX services for any Licensed Program previously supported under this program. F. Except as provided in Section 7 E above, under no circumstances (including any termination of ,this Agreement) shall any fecs paid pursuant to this Agreement be rcrimdable once paid by Subscriber since they are all earned in full at the time when they are required to be paid. SA. SOF1rWARF: WARRAN'T'Y Seller warrants, for a period of ninety (90) days from delivery of Subscriber's Software Update, that any Software furnished to Subscriber under this Agreement shall be capable of successfully operating on the designated hardware in accordance with the logic defmcd in the operator's manuals or other supporting documentation when the :Subscriber's system is supplied with correct input data. Ir, on the basis of evidence submitted to Seiler within the 90 clay terns of this warranty, it is shown that any Software does not meet this warranty, Seller will, at its option, either correct tine defect or error in the Software free of charge and provide a corrected Software Upgrade, or make available to Subscriber a satisfactory substitute program. Cxcept for ilia Year 2000 Readiness warranty set forth below, the foregoing warranty is exclusive and in Iicu orals other warranties. whether written, oral, implied or statutory. NO IMPLIED {lit STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PAR'T'ICULAR PURPOSE SHALT. APPLY, AL1.OF WHICH ARE WAIVED IN FULL. IN NO EVENT SHALL SELLER DE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXF,MPLARY DAMAGES, Oil FOR ANY LOST PROFIT'S OR REVENUES Olt OT'IIEIt INDIRECT ECONOMIC PREJUDICE, OR FOR ANY EQUITABLE RF:IMIHIRSEMFN7` OR RECOVERY, ALL OF WIIIC14 ARE HEREBY WAIVED IN FULL. $B, YEAR 2000 READINESS WARRANTY For purposes orthis Year 2000 headiness Warranty, products shall be dclincd and put into the following, categories: A. "Covered Products" shall mean collectively: (i) those products nnnmtl;ucturcd by Scller. and (Til those products branded with the Ericsson Trademark and which contain Software provided by Seller, till of which products are currently or were previously listed in the Seller Products and Services Catalog. R. "Vendor Products", hall mean products manufactured or provided by third party vendors, all of which producls are currently or wort previously listed in the Selle'r's Producls and Services Catalog. C. "Excluded Products" shall mean products that are not Covered products or Vendor Products including, hilt not limited to, components and services linking the Subscriber's syslern to oilier products and systems. F 40 Seller warrants that the Covered Products by themselves will be "Year 2000 Ready", which shall be described as the ability to correctly process date data as defined in Rules i through 4 below (and subject to the terms and conditions ofthis Agreement as to Vendor Products, Excluded Products and olltcr matters outside Seller's control, such as the failure of third party operating system soRware platforms, including DOS and PDP based products, to be upgraded to Year 2000 Readiness by those third parties): Rule l: No value for current date twill cause any material interruption in the normal and customary operation of the Covered Products by themselves. Rule 2: The date based functionality of the Covered Products by themselves will behave consistently in material respects for dates prior to, during and atter the Year 2000. Rule 3: In all Covered Products interfaces and data storages, the century in any date wiil be specified either explicitly or by unambiguous algorithms or inferencing rules; and Rule 4: The Year 2000 will be recognized by the Covered Product Soltware as a leap year. None of these Rules 1.4 or any other provision of this Agreement shall be deemed to warrant or imply that compliance with Rules 1-4 by Covered Products themselves will enable the Subscriber's Systenn itself to function as expected or to be Year 2000 Ready. With respect to the Vendor Products, Seller gives no Year 2000 Readiness warranty but Seller will pass through the Year 2000 Readiness warranty, if any, that it receives from the vendors. Subscriber acknowledges its exclusive responsibility to assure the Year 2000 Readiness and perfornance of Subscriber"s System, including Subscriber assuring the compliance of Vendor Products and Excluded Products with Rules 1-4. Wherc third party vendors have not provided Year 2000 Readiness solutions for their products (such as DOS and PAP based operating system soRware platforms), it shall be Subscriber's exclusive responsibility to acquire alternative product solutions, which may also require interactive solutions for other components, as, for example, where acquiring upgraded soRware may require greater capacity hardware to operate such upgraded software. Subscriber represents and warrants that it has consulted and complied with the advice of Subscriber's own Year 2000 readiness expert ("Subscriber's Y2K Expert") and other advisors of Subscriber (and has not relied on Seller) as to avoiding disruption of performance or Covered Products caused by Vendor Products, Excluded Products or other causes beyond Seller's control. THIS WARRANTY SIIAL.L BE CONDITIONAL UPON: (i) SUBSCRIBE, R COMPLYING WITEI THE RECOMMENDATIONS OF SUBSCRIBER'S Y2K EXPERT AND OTHER EXPERTS ADDRESSING THE YEAR 2000 READINESS OF THE VENDOR PRODUCTS, EXCLUDED PRODUCTS AND OTHER SUPPORTING OR INTEGRATED PROPERTY OR SYSTEMS OUTSIDE THE SCOPE OI' SELLER'S DEFINED RESPONSIBILITIES, AND (ii) SUBSCRIBER IMPLEMENTING RECOMMENDED OR SUGGESTED 14ARDWARE AND/OR SOFTWARE UPGRADE PACKAGES AND/OR CORRECTIONS SUPPLIED OR RECOMMENDED OR SUGGESTED IN WRITING BY SELLER AND WHICH UPGRADE PACKAGES AND/OR CORRECTIONS WILL PROVIDETHE FUNCTIONAL ABILITY FOR TI It"a COVERED PRODUCTS TO COMPLY WIT/ I TI IE FOUR RULES OF THE YEAR 2000 READINESS DEFINITION SET FFORTI I ABOVE; AND (iii) ALL HARDWARE AND SOFTWARE USED WITI l TI II: COVERED PRODUCTS MUST PROPERLY PROCESS DATE DATATO ALSO COMPLY WIT[I THE: FOUR RULES OF TITS YEAR 2000 READINESS DEFINITION STET" FORTI l ABOVE. THIS YEAR 2000 READINESS WARRANTY SHALL NOT COVER YEAR 2000 ERRORS OR PROBLEMS OF ANY KIND CAUSED BY ANY HARDWARE OR SOH'WARE OF ANY PRODUCTS OTHER THAN THE COVERED PRODUDCTS, INCLUDING ANY VENDOR PRODUCTS OR EXCLUDED PRODUCTS OR ANY SERVICES SEPARATELY PROCURED BY SI.113SCRIBER, WI ACEI SUBSCRIBER ACKNOWLEDGES COULD 13E IMPAIRED IN ITS EXPECTED FUNCTIONS BECAl1Sl; OF VENDOR PRODUCTS, EXCLUDED PRODUCTS OR OTIIER FACTORS FOR WHICH SELLER IS NOT RESPONSIBLE (IiVL:N W11FRE THE COVERED PRODUCT'S COMPLY WI'I H T"1IIS WARRANTY). 40 i In the event of any breach of this warranty, Seller shaiI, if notilicd in writing before the 11 of July 2000, at its option and without undue delay, replace or correct the hardware or soiiware of the affected Covered Products, at no expense to Subscriber, by providing Subscriber with an updated Covered Product sanware release or a Covered Product sonware correction, so that the Covered Products by Iltentsclves can comply with the four Rules ofthe Year 2000 Readiness dcl'inition set forth above. Ilowever, as explained above, lite Year 2000 Readiness of the Covered Products by thernseIves may not be sufficient for the Subscriber's System ilself io be Year 2000 Ready, because of Vcndor Products, Excluded Products or other Subscriber or third party property or matters beyond Seller's control or responsibility, and Subscriber shall assume full responsibility for the Year 2000 Readiness of Subscriber's System (apart from Covered Products) and all consequences of the lack of such Year 2000 Readiness. THIS YEAR 2000 READINESS WARRANTY CONSITITUTES THE ONLY WARRANTY AND OBLIGATION MADE BY SELLER WITH RESPECT TO YEAR 2000 READINESS OR THE ABILITY OF THE COVERED PRODUCTS TO HANDLE CONVERSION TO THE TWENTY FIRST CENTURY AND OTHER ASPECTS OF WHAT IS BROADLY DESCRIBED AS THE "YEAR 2000 PROBLEM" (WHICH DEFINITION INCLUDES CERTAIN SIMILAR SOFTWARE DATING PROBLEMS WHICH MAY ARISE BEFORE TILE YEAR 2000), AS SUBSCRIBER ACKNOWLEDGES IT HAS DISCUSSED WITH SUBSCRIBER'S Y2K EXPERT AND ADVISORS, THIS YEAR 2000 READINESS WARRANTY 1S IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, IN ANY MANNER RELATING'r0 THE ABILITY OF THE COVERED PRODUCTS TO HANDLE CONVERSION TO THE TWENTY FIRST CENTURY AND OTHER YEAR 2000 READINESS PROBLEMS, INCLUDING, BUT NOT LIMITED To, IMPLIED WARRANTIES OF MERCI IANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH EXPRESS OR IMPLIED WARRANTIES ARE WAIVED BY SUBSCRIBER, THE REMEDIES SET FORTI I ABOVE ARE TI 11; SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO SUBSCRIBER IN CASE OF A BREACH OF THIS YEAR 2000 READINESS WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE TO SUBSCIZ113ER UNDER "THIS YEAR 2000 READINESS WARRANTY OR OTHERWISE FOR ANY INACCURACIES, DELAYS, INTERRUPTIONS OR ERRORS AS A RESULT OF: (i) TIME COVERED PRODUCTS RECEIVING DATE DATA FROM ANY VENDOR PRODUCTS, EXCLUDED PRODUCTS OR OTHER PRODUCTS, SOFTWARE OR SYSTEMS IN A FORMAT TI IAT IS NOT YEAR 2000 READY OR IS OT) IERWISE INCONSISTENT WITH THE FORMAT AND PROTOCOLS ESTARI.ISI IGD FOR TI IE COVERED PRODUCTS OR FOR YEAR 2000 READINESS, OR (ii) ANY ADDITION, EXTENSION, CHANGE, MODIFICATION, UPDATE OR ENIIANCEMEN'r MADE OR A'11`EaMPTED TO BE MADE'ro THE COVERED PRODUCTS BY PARTIES OTHER THAN SELLER Olt MADE TO SUBSCRIBER'S SYSTEM APARTFROM TI IE COVERED PRODUCTS. IN NO EVENT SHALL SELLER BE LIABLE `r0 SUBSCRIBER FOR ANY LOSS OP PRODUCTION, LOSS OF USE, I.OSS OF BUSINESS, LOSS OF DATA, PROFIT OR REVENUE OR FOR ANY SPECIAL., INDIRECT. INCIDENTAL OR CONSEQUENTIAL, DAMAGES, Oil CLAIMS.INCLUDINGANY CLAIMS BY T)11RD PARTIES WHICI I ALLEGE LOSSES, LIABILITIES, DAMAGES Olt INJURIES WIIICI I ALLEGEDLY COULD I LAVE BEEN AVOIDED IF THE SUBSCRIBER'S SYSTEM (OR ANY COMPONENT 3'1 Ii REIN Olt SYSTEM LINKED TI IERETO) WAS YEAR 2000 READY, WHETHER OR NOT THE I'OSS1B11.1`I'Y OF SUCI I LOSSES, CLAIMS OR DAMAGESCOULD D HAVE. BEEN REASONABLY FORT SEEN. SUBSCRIBER UNDERSTANDS AND AGItEES TI IA T TIIL YFAIt 2000 READINESS WARRANTY IS NOT APPLICABLE TO ANY O'rIIER GOODS Olt PRODUCTS DELIVERFt) OR PROVIDED BYOR ON BE•IIA1.F 01= SELLER AT ANY TIMI: 0'x111?R TI IAN THI- CON EREiD PRODUCTS. 9. LIMITATION OF LIABILITY 'file total liability of Seller, including its subcontractors or suppliers, for all direct or indirect claims of awry kind for any loss, cost, cxpcnse, liabilities, or damage, whether in coniracl, warranty, tela (including, negligence or infringement), strict liability, equity or othurwise, directly or indirectly arising out of, connected with, or resulting front the Performance at non-performance of this Agreement (or any related software license agreement) or front dte Burnishing of any good or service pursuant to this Agreement Or any related so t%%are license agreement) shall nol etcced the awounl paid by Subscriber under this Agreement. IN NO EVI_W, WHETHER AS A RESULT OF BREACH (-)r t'()NrRACI', WARRANTY, TORT (INC L A)ING NI--GLI0I N(:V Olt INF RINC'ilia WNT), FQLJI I Y. S i R(c T I I iltlLl l Y' OR OTHERWISE, SHALL STILLER Olt 11% AI I II IAII.S. AGENTS, OFFICERS. DIRI.CRMS, FMI'LOYLES. VENDORS, SU[ICON IRACE ORS Olt S111TI11:Its. til: 1)IItI.CTLY OR INDIREC"ILY I_IAIIII: molt ANY SPE(71AI., CI)NSI QIII:N-I IAL, INC'I01:1'0Al , I'I IDIRI ('I (ilt 1AFAIPLARY DANIACUS INC'IAIDIN6. IIUr NOT f do LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF EQUINMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS, INTEREST, ATTORNEYS FEES OR LITIGATION COSTS OR CLAIMS OF SUBSCRIB'ER'S CUSTOMERS FOR SUCH DAMAGES. Any litigation, arbitration or action for any claim of any kind for any loss or damages arising out of, connected with, or resulting from the performance or non-perfannance of this Agreement or front the furnishing of any goad or service pursuant to this Agreement shall be commenced within one year after the cause of action accrued or it shall be deemed waived or barred. The provisions of this Section, Limitation of Liability, shall apply notwithstanding any other provisions of this Agreement (or any related soliware license agreement). The testis and provisions of this Section shall survive the termination or expiration of this Agreement. 10. CONFIDENTIALITY k. During the term of this Agreement, it is anticipated that one party (hercalter the "Disclosing Party's") may disclose to the other party (hereafter tike "Receiving Party") infonnation which the Disclosing Party considers proprietary and confidential. Accordingly, with respect to any specification, drawings, sketches, models, samples, tools, technical information, confidential business information or data, in written or other tangible forst which: (1) has been designated in writing by the Disclosing Party as confidential or proprietary, or (2) is of the type that the Receiving Party customarily treats as confidential or proprietary, and which is furnished by the Disclosing. Party to the Receiving Party in contemplation or of under this Contract (liereinafter "Inf'annatiooi")J the Receiving I'arty shall treat such information, for a period of len (IQ) years after tiie Effective Date of this Contract, as confidential information with at least the same degree of care as the Receiving Party affords to confidential information of its own of a similar nature and shall not reproduce any such Information, in whole or in part, except as specifically authorised in writing by the Disclosing Party. B. The provisions of the preceding subsection shalt not apply to any Information which: (1) is or shall become publicly available without fault on the part of the Receiving Party; (2) is already known by dte Receiving Party (as a result of proper conduct) prior to receipt from the Disclosing Party: (3) is independently developed by the Receiving Party'. or (4) is rightfully obtained by the Receiving Party from third parties without restriction. C. The Provisions of this Section (among others), CONFIDENTIALITY, shall survive the expiration or termination of this Agreement. 11. ENTIRE UNDERSTANDING, AMENDMENT The terms and provisions of this Agreement constitute the entire understanding between the Subscriber and Seller concerning the subject matter hercof. No modification, amendment, recision, waiver or other change or supplement or addition shall be binding on Seller or Subscriber, unless expressly set forth in a writing expressly ackno,vledging the specific effect on the terms and provisions of this Agreement, SELLER DOES NOT ASSUME ANY OBLIGATIONS OR LIABILITIES IN CONNECTION W1TI l TI IE SOFTWARE OR SERVICES OTIIiiR THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT. AND DOES NOT AUTHORIZE ANY PERSON (INCLUD11 G SELLER'S MANUFACTURER'S REPRESENTATIVES AND SALES Old OTIIE.R AGENT'S OR SUBCONTRACTORS OR SUPPLIERS) TO ASSUME FOR SELLER ANY OTHER OBLIGATIONS OR LIABILITIES. 0 • 12. WAIVER OF JURY TRIAL THE PARTIES EACH AGREE THAT ANY DISi'UTE AND ANY LEGAL ACTION COMMENCED BY OR AGAINST EITHER PARTY SHALL BE RESOLVED (SUBJECT TO ARMTRATiON AS PROVIDED BELOW) BY A COURT WITHOUT A JURY, AND PACK PARTY NAIVES ITS RIGHT TO A JURY A5 TO ANY DISPUTES OR CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETIIER FOR BREACH OR ENFORCEMENT OF CONTRACT, TORT OR OTHERWISE, INCLUDiNG ANY DISPUrrs AS DESCRIBED BELOW. Each party acknowledges that jury trials are slower and more expensive than court trials without juries, and, considering then nature of the complex technology and other issues which may give rise to Disputes, that a judge may be better trained than a random jury to evaluate tate foreseeable expert witnesses and other technology evidence. 13. ARBITRATION Any and all Disputes (as defined below) between or involving Seller and Subscriber shall be resolved by arbitration conducted by three arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association [the "AAA"] (as enhanced by any special rules and procedures for Year 2000 related disputes and in accordance with the Federal Arbitration Act, and in accordance with the applicable law and express terms specified in the Agreement). The arbitration shall be conducted expeditiously at a convenient site determined by the arbitrators within 100 miles of Seller's executive office in Virginia. The arbitratur selected directly by each party shall be a lawyer with at least 10 years of practice experience, a material part of which involves representing clients with respect to transactions involving the sale of technological goods that operate in conjunction with computer software or fimlware. The third, neutral arbitrator selected by the other two arbitrators shall be either an experienced technology officer with expertise in transactions involving comparable goods and software and with related Year 2000 Readiness issues, or an experienced lawyer with sufficient knowledge and comparable experience in order to be able himself to judge with certainty which of conflicting experts for each party is correct in his or her opinion regarding such technology transactions and Year 2000 Readiness issues. The decision of the arbitrators shall be reported by with their written findings or fact and conclusions of paw in accordance with this Agreement following applicable law. The arbitrators shalt use their best efforts to reach that decision within six (G) months from the date when the initial arbitration request is made, and the arbitrators shall direct the process accordingly to attempt to accommodate that timing. As used herein the term "Disputes" means any and all disputes, controversies, claims or causes of action of every kind, whether arising frorn any alleged breach of contract or warranty, tort, violation of Iauv, right to equitable relief or other legal or equitable theory, in any way, directly or indirectly, arising out of or from or relating to this Agreement or any prior contract, warranty, communication or conduct relating to subscriber's System, Seller's Soliware or any services provided hereunder. Whenever Subscriber wishes to enforce any or its rights or claims with respect to any Dispute in any legal action or arbitration, Subscriber tnust cunnnence the arbitration within one year from the date on which the cause of action would have first arisen with respect to that 'Dispute under applicable lane, and all claims and causes or action of every kind not properly asserted within that one year period shall be forever barred as to any an() all Disputes. la. NO THIRD PANTV BENTsFiCIARIES, ASSIGNMENT The provisions of this Agreemein are solely for the benctit of Subscriber and Seller and no other person. No otter person or third party is intended to be beneficiary of mar is entitled to rely upon or enforce any of the terns and provisions of this Agreement or to assert any claim for any nonperformance of this Agreement by any party. This Agreement may not be assigned by either Seller or Subscriber without the prior written consent of the other party. l"he terms and provisions of this Agreement shall inure to the benefit ol'and be binding upon Subscriber and Seller and their respective permitted successors and perrnnittcd assignees (il anyj. • 15. NOTICES All notices required hereunder shall be in writing and shall be deemed given upon being hand delivered or upon receipt if mailed by certified mail, return receipt requested, to Subscriber at the address set forth in Schedule A or if to Seller at Mountain View Road, Lynchburg, VA, 24502, Attention: Soft4vare Services Group, or at such other address as either party may designate to the other in writing. 16. GOVERNING LAW The validity, performance and all matters relating to the interpretation and effect of this Agreement and any amendment thereto shall be governed by the laws of the Commonwealth of Virginia. Suhscribev consents to the personal jurisdiction of the state and federal courts and arbitrators in the Commonwealth of Virginia, which courts and arbitrators shall constitute the exclusive forum for the enforcement of this Agreement and the resolution of all Disputes related to the subject of this Agreement, whenever, wherever and however arising, whether at law, in equity or otherwise and whether the Dispute involves any alleged breach of contract, violation of law or tort of any kind. IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized representatives. SELLER ERICSSON INC. By: Name: Title: Date: Ericsson Inc. Mountain View Road Lynchburg, VA 24502 SUBSCRIBER Name: By: Name: Tide: Date: i This Page Inoentionally Left Blank i 40 EDACS FX AGREEMENT SCHEDULE A 1. Term of EDACS f X Agreemenl The services, as described within the EDACS FX Agreement to which this Schedule A is attached, will be provided for the initial period between (Date) and (Date) and will be automatically renewed fbr one-year periods thereafter pursuant to Section 7 of the Agreement, subject to the satisfaction of the conditions precedent thereto. Z Desig naledSyslem. The Designated System(s) for which the EDACS FX Agreement will apply is (are): System Name System Type System Location • • 3. EDACS F'X Fees The first-year EDACS FX fee for the above Designated Systems) is as follows: System Nasne EDACS FX Option System Fee Subscriber's subsequent years' EDACS FX fees will be determined as specified in Section S.A. of the attached Agreement. d. Fiscal Year Billing O Mi0t, If Subscriber requests Seller to invoice the first and subsequent years' EDACS FX fees to be coincident with Subscriber's fiscal year term, please indicate the fiscal year end date: mm dd If this option is selected, Subscriber's initial VDACS FX term will he from the effective date shown in Section 1 of this Schedule A through the fiscal year end date specified above and the initial term's fee will be prorated accordingly. 5. Designated Subscriber Represerrfet ives A. All notices regarding the EDACS FX Agreement to which tlsis Schedule A has been attached are to be sent by Seller to: Representative's Name: Title: Address: (Do not use P.O. Boxes) Telephone: FAX No. CI 40 R B. All Software Updates to be provided by Seiler to Subscriber under this Agreement are to be sent to (if different than 5.A. above): Representative's Nanie: Company Name: Title: Address: (Do not use P.O. Boxes) Telephone: FAX No. (Note: E"DACS FX Bulletins, announcing impending releases of EDACS software, will be sent to both of the above -designated contacts.) 5. This Schedule A is agreed to by: Seller: Subscriber Name: Ericsson Inc. Mountain View Road Lynchburg, VA 24502 By: By: Name: Nance. Title: Title: Dale: Date: C-1 • a3 CA 'AM tl� .-a 00 (2RCIO o C;3 00 C� Cd cis [r • � ii i aE F-] t• We're an approved provider of lease financing, ready to help you acquire the mobile phone equipment you need to support your operations into the next century. Choose from a variety of flexible leasing programs to position your business for growth. Commercial and Municipal Leasing Whether you're a business or a municipality, we can provide you a lease plan that werks best for you. Simple Documentation Get fast funding on yourdeals with our one-page. Taxable lease document. Fast funding Once your applicallon Is approved, we pay Ericsson right away, so you don't have to wail long to get your equipment, 10% Plan This plan is (deal when you're not sure if you want to own the equipment at the end of your lease, but want the advantage of a fixed purchase price. At lease end you can purchase the equipment at 16% of the purchase price, extend your lease or return the equipment. $1.00 Buy Out If you plan to purchase the equipment at the end of your lease, this is the plan for you. After you make your last lease payment, simply pay $1.00 and the equipment is yours. Deferred Hayment You can defer your first lease payment 30, 60 or 90 days, to free up that cash for other, more immediate expenses. Step Payments You can choose to make larger payments for the first few months, and step down to lower payments as you finish out the lease term (or vise versa). Call Jennifer Mintz today at 1-800.255-0022, ext. 3524 todayi Advanta Business services 1020 Laura( flak Read -- Voorhees, New Jersey 08043-7.228 1 -BOD -255-22 Fax 1-509-782.7722 wwwr,advantaiease.com kr� ADVA IA i i Leader h C-1 40 Leader in Critical Coerrnruirications"' The Enhanced Audio Enclosure processes all console audio. The EAE supports up to four speakers and a Call Director interface in the standard package. Desktop Speakers are independent of the EAE to enhance flexibility and are shielded for improved quality and reliability near CRTs. Operational Features High Capacity provides for Current and Future Needs The C3 Maestro can monitor and communicate with up to 112 individually programmable EDACS talkgroups, individual radios, conventional radio channels, and other dispatchers simultaneously. The C3 Maestro can also store a complete database of up to 16,382 units and 2,0147 groups, plus 8 - character alphanumeric alias information for units and groups. Changes to this database are automatically transferred from the EDACS System Manager to the C3 Maestro. Sophisticated Patch Patch is a key feature that allows a dispatcher to integrate multiple talkgroups into a single talkgroup by dynamically collecting them into a single repeater (new "group") at each site. Each console position supports five unique patches. The patches may also include conventional channels. Sitnuiselect A sirnulselect joins trunked talkgroups, units, or conventional channels to hear broadcasts from the dispatcher. All radio units on groups/channcls within a simuisclect cannot communicate with each other across group/channel boundaries. The C3 Maestro supports up to four simulselects. Many Communication Methods The C3 Maestro offers the following communication options to the dispatcher: • Trunked talkgroup communications • Individual calls on a module (via instant transmit or by selecting the module) • Individual calls entered by unit ID number (IAD) • Conventional channel communications • Dynamic integration of talkgroups and conventional channels with console patch • Console intercom calls • Broadcast messages tv multiple talkgroups, units, or conventional channels via a single keypress (simulselect) • Single button press (I nstant'fransmit) contMunication on any displayed module • Microphone, transmit key, or footswitch press for selected channel communication • 'I'dephone-headset interface • Conventional channel linctiions (e.g., repeat disable, monitor, scan, etc.) Advanced Features to Assist Dispatchers Advanced features assist dispatchers to make quick and informed decisions, Features include: • Select Speaker call history (shows last 32 entries -- Caller and Cal [cc) • Unsclect Speaker call history (shows last 32 entries -- Caller and Callce) • Module history (provides the five most recent calls placed on a talkgroup or to a unit) Op ERICSSON �; FPAVS-K) CI UluslraT" II . ' 40 40 I Leader il'r Critical Comin"nicatioils"'i • Site of caller (in a multisite system), time of call, unit 1D of caller, group ID of caller, and type of call for any call in the Call History window • Home site of a trunked talkgroup C3 Maestro status windows indicating critical information provide dispatchers system status at a glance. To ensure that emergencies are highly distinguishable, up to 112 emergency alarms are indicated, both audibly and visually, in several different areas on the screen. Supervisory C3 Nlaestro consoles are allowed special privileges, including the capability to pre- empt other dispatch console communications and disable console positions. Options and Accessories The +C3 Maestro offers several optional features, including various user interfaces to the console, the capability to define screen layouts, Enhanced Auxiliary UO functionality, Request -to -'Falk, Status Messaging, Manual Paging, Tracking Modules, 'Signal Tone, and Module Status. User Interfaces The dispatcher may select from three user interfaces: mouse, dispatch keyboard, or touchscreen. The mouse is a user-fricsadly, flexible interface that provides point -and -click convenience. The ergonomically designed dispatch keyboard provides fast response and tactile feedback. For customers with limited space, the touchscreen is an effective method for the dispatcher to control operations with the touch of a finger. User -Defined Screens (UDS) User -defined screens allow customers to manually create the screen layout best suited to their needs. These layouts may be copied to other consoles. Enhanced Auxiliary 1/0 Fnhanced Auxiliary Ito allows the customer to define up to 255 1/0 modules in a Fully loaded CEC/1MC that permits access to certain input and output functions. Request -To -Talk (RTT) RTTis useful in situations where numerous radios are trying k) "speak" with a dispatcher at the same time. RTT can save valuable air tinge by sending a message over the control channel instead of using; one of the working channels. Status and Message Radio users can efficiently communicate their status or send a message to the dispatcher with this powerful feature. The radio user pushes two buttons on the terminal, thereby sending a message via the control channel. The message is automatically displayed on the console without dispatcher intervention. Manual Paging The dispatcher can place individual or group tone pages through the graphical user interl'€ace (GUI). The EAE provides the internal encoder for the paging. ERICSSON 5— FDACS,1t L3 NholroT" III . Leader in Critical Cornn:unication.STM Tracking Modules Tracking modules display the most recent callers (LIDS/alias) on a particular talkgroup, individual, or conventional channel. There are hvo types of tracking modules: small and large. Small Tracking Modules (STMs) display the last 3 callers, and Large Tracking Modules (LTMs) display the last g callers with up to 64 scrollable entries in a sliding window. Each entry in the STM and LTM lists is unique within all communication modules on a console. Hardware Options Several hardware options are available: dispatch keyboard, trackball, racksnount speakers, Call Director, and 14-, li-, 19-, and 21 -inch monitors. Conclusion The C3 Maestro is built with dispatchers in mind. It is flexible enough to meet the individual preferences of dispatchers. Its increased capabilities provide dispatchers with more functionality than ever while maintaining its user-friendliness. The powerful, integrated features incorporated into the C3 Maestro increase the productivity and efficiency of the dispatcher. The performance of any Ericsson C3 Maestro Dispatch Console for Windows NT with any third -party hardware (including computers) other than Ericsson recommended or approved hardware is not guaranteed by Ericsson Inc. VDACS-10 C3 Maestro"" N-1, Y ERICSSON