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EDACS FX AGREEMENT EDACSFX AGREEMENT References: MBP No. FX Requisition No. Cust. P.O. No. THIS EDACS FX AGREEMENT ("Agreement") is hereby entered into between Ericsson Inc. ("Ericsson") and ("Subscriber") on the following terms and conditions: 1. SCOPE OF AGREEMENT During the term of this Agreement, as set forth in Section 7, Ericsson 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 Ericsson and contained within the Subscriber's Designated EDACS System(s) as described in Schedule A to this Agreement. 2. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. A. "Contract" means the agreement for the purchase of the Designated System(s). B. "Current Software Release Levels" means the most recent Software release announced by Ericsson as being commercially available. "Commercially available" does not include interim releases provided as emergency fixes or software released for beta test or noncommercial or similar purposes. C. "Designated System(s)" means the EDACS system(s) purchased by Subscriber and identified in Schedule A to this Agreement. The Designated System does 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 not included as part of the standard EDACS system component or radio product software and which are activated by Ericsson only upon their being licensed to Subscriber. Examples of such features are Landline Data and Multiple Channel Partitioning for the EDACS system components and Priority System Scan for the EDACS PCS portable radios. E. "Licensed Programs" means all Ericsson Software programs and associated documentation nonexclusively licensed to Subscriber by Ericsson 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 or other memory device or system memory consisting of: (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, maintain and use the programs. G. "EDACS FX Classification" means the classification of Subscriber's Designated System(s) within categories of system complexity, as defmed by Ericsson 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 to the Licensed Programs generally released and/or provided by Ericsson. I. "EDACS Reseller" means a person or entity authorized by Ericsson to sell certain EDACS products and systems as an authorized EDACS Reseller in accordance with the provisions of an EDACS Reseller Agreement between Ericsson and such person or entity. ECR-5145 Rev G 2/24/99 EXHIBIT C TO PURCHASE AGREEMENT ~ 1" / / -' /i (! 'j~' ~ (s' J. "EDACS Strategic Integrator" means a person or entity authorized by Ericsson to sell certain EDACS products and systems as an authorized EDACS Strategic Integrator in accordance with the provisions of a Relationship Agreement between Ericsson and such person or entity. 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, Ericsson will provide the Software Updates described below during the 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 ~., PROMs, TK50 tapes or diskettes) necessary for Subscriber to fully implement the Software Updates within its 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 part of the Licensed Programs, shall be subject to the terms and conditions of the nonexclusive licenses granted by Ericsson to Subscriber, and Ericsson shall be free to license others with respect thereto. 1. Software Updates Upon Enrollment. As determined by the system audit described in Section 3.C.i. of this Agreement, Ericsson shall provide to Subscriber the Software Updates needed, if any, to bring the Licensed Programs within Subscriber's Designated System up to Ericsson'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. 11. Subsequent Software Updates. During the term of this Agreement and subject to Subscriber's performance of its obligations, Ericsson shall provide to Subscriber Software Updates, released by Ericsson subsequent to Subscriber's enrollment in EDACS FX, for the Licensed Programs contained within Subscriber's EDACS Designated System. Such subsequent Software Updates may include: a. Enhancements and/or corrections to existing features for all EDACS Designated System backbone components and/or radios; b. New features implemented via the system components already contained within Subscriber's Designated System, including unencrypted features for the system backbone components and/or unencrypted features for the radio products; and c. Software for product migrations where a new generation of Software is developed for the Designated System component, rather than the older generation of Software being updated. iii. Software Replacements. In the event any Software media contained within Subscriber's Designated System incurs damage, whether from acts of Nature or human error, Ericsson shall provide replacements for such Software to Subscriber at no additional charge, subject to the terms and conditions of this Agreement. B. Software Releases Not Included. The following Software releases are not included within the terms of this Agreement: 1. New Products. Any Software products released by Ericsson for which an earlier generation or release level is not already contained within Subscriber's Designated System. If Subscriber wishes to implement such Software products within its Designated System, it will need to license such products at the fees then in effect and purchase any necessary compatible hardware for operation of such Software. ii. Encrypted Features. Encrypted features for EDACS radio products are not included under this Agreement. Such features must be licensed separately by Subscriber at the fees then in effect. 2 ECR-5145 Rev G 2/24/99 lll. Third party Software. To the extent that such Vendor Products are available and compatible with the Designated System, Ericsson reserves the right to charge an additional fee for upgrades to software programs that are licensed by a third party for use with the EDACS system yet are not the property of Ericsson Inc. HOWEVER, SOME OF THOSE SOFTWARE VENDOR PRODUCTS MAY NOT BE YEAR 2000 READY NOR CAPABLE OF BEING UPGRADED BECAUSE THE VENDOR HAS DECLINED TO SUPPORT THA T SOFTWARE. C. Services Included. Subject to the terms and conditions of this Agreement and Subscriber's compliance therewith. Ericsson will provide to Subscriber the services described below. Unless otherwise indicated, these services are provided to Subscriber at no additional charge. i. System Configuration Baseline and Documentation Update. As part of the initial enrollment process for EDACS FX, an audit will be conducted by Ericsson, or its EDACS Reseller or EDACS Strategic Integrator, of Subscriber's Designated System(s) to be covered under this Agreement. This audit will be used to verify Subscriber's fIrst-year EDACS FX Fee and to determine the Software release levels for Licensed Programs contained within Subscriber's System at the time of enrollment, together with any hardware updates necessary to accommodate Software Updates or to address Year 2000 Readiness issues. ii. EDACS FX Bulletin. Prior to the general release by Ericsson of any Software Updates, Subscriber shall receive an EDACS FX Bulletin announcing the impending release, and detailing its contents and impact, if any, on any other EDACS hardware or Software components. Subscriber acknowledges that older hardware may not have sufficient capacity for the operation of the Software Updates. NOTHING IN THIS AGREEMENT OR OTHERWISE REQUIRES ERICSSON EITHER TO DESIGN UPDATES THAT REMAIN COMPATIBLE WITH DESIGNATED SYSTEM HARDWARE OR TO PROVIDE ADDITIONAL HARDWARE UNDER THIS AGREEMENT, AND SUBSCRIBER WAIVES ANY SUCH DUTY OR OBLIGATION BY ERICSSON. lll. Installation Phone SuPPort. Subscriber's EDACS FX subscription shall include telephone support by Ericsson's Technical Assistance Center (TAC) personnel with respect to the installation of Software Updates. Such support will be available during Ericsson's normal business hours (8:00 a.m. to 5:00 p.m. Eastern Standard Time Monday through Friday, excluding holidays) and for a period of ninety (90) days from the date the Software Update is released to Subscriber. After-hours emergency support will be available through Ericsson's optional System Maintenance services at prices then in effect, provided that Subscriber is in compliance with the terms of this Agreement. iv. Upgrade Planning. If Subscriber is in compliance with the terms of this Agreement and its Designated System is classified as a Level 2 EDACS or higher, Ericsson, or its EDACS Reseller or EDACS Strategic Integrator, shall provide yearly consultation service at Subscriber's site to review Ericsson's planned Software releases and evaluate the operational and fmancial impact such releases may have on Subscriber's Designated System. If Subscriber is in compliance with the terms of this Agreement and its Designated System is classified as Basic EDACS or Level 1 EDACS, upgrade planning is not included within the terms of this Agreement but can be obtained from Ericsson at the rates then in effect for such service. D. Services Not Included. The following services/products are not included within the terms of this Agreement: 1. Terminal Software Updates. Installation of Software Updates to terminal products is not included, but such installations may be obtained through Ericsson, or its EDACS Reseller or EDACS Strategic Integrator, at the rates then in effect for such service provided that Subscriber is in compliance with the terms of this Agreement. n. Software Update Installation. Installation of Software Updates by Ericsson is not included, but such installations may be obtained from Ericsson, or its EDACS Reseller or EDACS Strategic Integrator, at the rates then in effect for such service, provided that Subscriber is in compliance with the terms of this Agreement. 3 ECR-5145 Rev G 2/24/99 iii. Hardware Upgrades. In the occasional event that a Software Update released requires a corresponding hardware change, Subscriber will need to purchase separately the compatible hardware required. Ericsson will endeavor to notify Subscriber in advance via the EDACS FX 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 software programming or troubleshooting through Ericsson's Technical Assistance Center are outside the scope of this Agreement but may be obtainable through other programs offered by Ericsson. v. Remote Site Transportation Costs. For those sites that are not readily accessible by motor vehicle and require special transportation arrangements in order to gain access for Designated System audits, Subscriber will be responsible, at its expense for providing transportation to the site and reasonable lodging and other support where same day service is not reasonably available. 4. CONDITIONS FOR SERVICE A. Enrollment Deadline. Subscriber agrees to enroll in EDACS FX no later than sixty (60) days after the earlier of: (i) the first expiration date of the warranty provided by Ericsson for any component of Subscriber's Designated System, or (ii) the first expiration date of the warranty provided by Ericsson for any of the Software within Subscriber's Designated System. If either such warranty already has expired when Subscriber is first offered the EDACS FX Program, Subscriber will be given a 60-day grace period in which to enroll in EDACS FX. A Subscriber meeting the enrollment deadline will receive, at no additional charge as described in Section 3.A.i. of this Agreement, the Software Updates needed to bring its Designated System up to Ericsson's Current Software Release Levels to the extent the Designated System hardware is compatible with such Software Updates. B. Subscriber Contact. Ericsson requests that Subscriber identify its Subscriber Contact in Section 5.B. of Schedule A to this Agreement. Subscriber shall designate a person with sufficient technical expertise to be able to interact knowledgeably with Ericsson's technical support personnel. To the maximum extent practicable, Subscriber's communications with Ericsson (with regard to the Software Updates provided under this Agreement) should be through the Subscriber Contact. C. Installation. Subscriber agrees to properly install the Software Updates provided by Ericsson in order of receipt from Ericsson. Subscriber understands that Software support provided by Ericsson is limited to Ericsson's Current Software Release Levels of Licensed Programs for the Designated System. D. Media Labeling. Subscriber agrees that if it makes copies of any Software Update supplied by Ericsson, whether for backup purposes or in order to install a Software Update throughout its Designated System, Subscriber will reproduce any copyright notice and/or proprietary notice appearing on and/or in such Update and will label all copies with all information, including part numbers and revision levels, provided on the set of media provided by Ericsson. 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 prohibited. E. No Modification of Software. Subscriber agrees not to modify, enhance or otherwise alter any Software unless specifically authorized in the user documentation provided by Ericsson with such Software Update or unless the prior written consent of Ericsson is obtained. Under no circumstance shall Subscriber create or permit the creation of any derivative work from any Software or the reverse engineering or replication of any Software. F. Ericsson's obligations under this Agreement are conditional upon Subscriber's compliance with the terms of this Agreement and any Contract then in effect between Ericsson and Subscriber. 4 ECR-5145 Rev G 2/24/99 5. FEES, TERMS OF PAYMENT & TAXES A. EDACS FX Fee. Subscriber agrees to pay Ericsson or its EDACS Reseller or EDACS Strategic Integrator an annual EDACS FX Fee, in the amount set forth in Schedule A to this Agreement, plus taxes pursuant to Subsection E below, for EDACS FX services provided during the term as defined in Schedule A. Subsequent years' EDACS FX Fees, beyond Subscriber's frrst-year fee specified in Schedule A, mayor may not remain at the same rates. Any changes made to Subscriber's Designated System(s) or mobile equipment which results in their falling into another EDACS FX Classification will be reflected in the following year's EDACS FX Fee. If Ericsson's rates for EDACS FX should increase, Subscriber will be notified in writing of any such increases at least one hundred twenty (120) days prior to the end of Subscriber's yearly EDACS FX period then in effect. B. Other Charges. Subscriber understands that if it chooses to delay its emollment in EDACS FX beyond the deadline described in Section 4.A. of this Agreement, Subscriber will need to license, at the applicable fees then in effect, the initial Software Updates needed to bring its System up to Ericsson's Current Software Release Levels, as well as any hardware which may be required to accommodate such Updates. C. Due Date. Subscriber's first-year EDACS FX Fee will be invoiced upon receipt of this Agreement signed by Subscriber. Payment will be due thirty (30) days from the date of the invoice. Subscriber's subsequent years' EDACS FX Fees will be automatically invoiced sixty (60) days prior to the commencement of the subsequent year's term. Payment of all amounts due is a condition precedent to Ericsson providing any future Software Updates or other services. D. Payment Terms. Payment shall be made in United States currency. All amounts over thirty (30) days past due shall accrue interest from the due date at the rate of one and one-half percent (1-1/2%) per month (or such lesser rate as is the maximum permissible rate under applicable law). In addition to payment of interest, Subscriber agrees to pay all collection costs and enforcement expenses, including reasonable attorneys' fees, if Ericsson must bring an arbitration or other proceeding to collect any amount owed by Subscriber or to enforce any rights in any bankruptcy or similar proceeding involving Subscriber. E. Taxes. In addition to all fees 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 Subscriber, unless Subscriber shall otherwise furnish Ericsson with a tax- exemption certificate acceptable to the applicable taxing authorities. F. Discontinuance. Subscriber understands that if Subscriber discontinues and then subsequently resumes participation in the EDACS FX Program, Subscriber will be required to pay a re-entry fee for any benefits provided to Subscriber upon re-entry to the EDACS FX Program plus the EDACS FX Fee for the term then commencing. 6. TITLE The Licensed Programs and all copies thereof, in whole or in part, and all Software, documents and materials which may be provided by Ericsson hereunder for use in connection with such Programs are furnished nonexclusively as part of the Licensed Program(s) defined in the applicable software license agreement(s) and shall remain the exclusive property of Ericsson and will be held in confidence by Subscriber in accordance with the provisions of each such software license agreement. Under no circumstance shall Subscriber create or permit the creation of any derivative work from any Software or the reverse engineering or replication of any Software. 5 ECR-5145 Rev G 2/24/99 7. TERM & TERMINATION A. EDACS FX services will be provided by Ericsson to Subscriber for an initial one-year term, as defined in Schedule A to this Agreement, and thereafter on a year-to-year basis as provided herein, subject to prior payment in full of all outstanding fees and charges at the time of renewal and compliance with the provisions of this Agreement. 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 term 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 this Agreement will not be renewed. C. Subscriber may terminate this Agreement at any time upon thirty (30) days' prior written notice to Ericsson, in which case the services described in Sections 3.A. and 3.e. of this Agreement shall be discontinued and this Agreement shall terminate. D. Ericsson shall have the right to suspend or terminate this Agreement upon thirty (30) days' prior written notice if Subscriber fails to pay any fees or charges due hereunder 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 Ericsson or any other obligation of Subscriber to Ericsson or any of its affiliates. E. Ericsson 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 Ericsson's discretion. Other services shall not be discontinued without at least ninety (90) days' prior written notice by Ericsson to Subscriber. Notwithstanding any other provision of this Agreement, as Subscriber's sole and exclusive remedy Ericsson will provide a pro-rata refund of Subscriber's annual EDACS FX Fee if Ericsson elects to discontinue providing EDACS FX services for any Licensed Program supported under this Agreement. F. Except as provided in Section 7. E. above, under no circumstances (including any termination of this Agreement) shall any fees paid pursuant to this Agreement be refundable once paid by Subscriber. 8A. SOFTWARE WARRANTY Ericsson warrants, for a period of ninety (90) days from delivery of a 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 defmed in the operator's manuals or other supporting documentation when Subscriber's Designated System is supplied with correct input data. If, on the basis of evidence submitted to Ericsson within the 90 day term of this warranty, it is shown that any Software does not meet this warranty, Ericsson, at its option, will either correct the defect or error in the Software free of charge and provide a corrected Software Update, or make available to Subscriber a satisfactory substitute program. Except for the Year 2000 Readiness Warranty set forth below, the foregoing warranty is exclusive and in lieu of all other warranties whether written, oral, implied or statutory. NO IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY, ALL OF WHICH ARE WAIVED IN FULL BY SUBSCRIBER. IN NO EVENT SHALL ERICSSON BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS OR REVENUES OR OTHER INDIRECT ECONOMIC PREJUDICE, OR FOR ANY EQUITABLE REIMBURSEMENT OR RECOVERY, ALL OF WHICH ARE HEREBY WAIVED IN FULL BY SUBSCRIBER. 8B. YEAR 2000 READINESS WARRANTY For purposes of this Year 2000 Readiness Warranty, products shall be defined and placed into the following categories: 6 ECR-5145 Rev G 2/24/99 A. "Covered Products" shall mean those products manufactured by Ericsson and which contain Software provided by Ericsson under the terms of this Agreement, and which products are currently listed in Ericsson's Products and Services Catalog. B. "Vendor Products" shall mean products manufactured or provided by third party vendors, all of which products are currently or were previously listed in the Ericsson's Products and Services Catalog. C. "Excluded Products" shall mean products that are not Covered Products or Vendor Products including, but not limited to, components and services linking the Subscriber's Designated System to other products and systems. 7 ECR-5145 Rev G 2/24/99 Ericsson 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 defmed in Rules 1 through 4 below (and subject to the terms and conditions of this Agreement as to Vendor Products, Excluded Products and other matters outside Ericsson'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 third parties): 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 Products Software 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 Designated System itself to function as expected or to be Year 2000 Ready. With respect to the Vendor Products, Ericsson gives no Year 2000 Readiness warranty but Ericsson will pass through the Year 2000 Readiness warranty, if any, that it receives from the vendor. Subscriber acknowledges its exclusive responsibility to assure the Year 2000 Readiness and performance of Subscriber's System, including Subscriber 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 Subscriber's exclusive responsibility to acquire alternative product solutions, which may also require solutions for other components, as, for example, where acquiring upgraded software 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 Ericsson) as to avoiding disruption of performance of Covered Products caused by Vendor Products, Excluded Products or other causes beyond Ericsson's control. THIS WARRANTY SHALL BE CONDITIONAL UPON: (i) SUBSCRIBER COMPLYING WITH 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 OF ERICSSON'S DEFINED RESPONSIBILITIES; AND (ii) SUBSCRIBER IMPLEMENTING RECOMMENDED OR SUGGESTED HARDWARE AND/OR SOFTWARE UPGRADE PACKAGES AND/OR CORRECTIONS SUPPLIED OR RECOMMENDED OR SUGGESTED IN WRITING BY ERICSSON AND WHICH UPGRADE PACKAGES AND/OR 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 RULES 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 OR ANY SERVICES SEP ARA TEL Y PROCURED BY SUBSCRIBER, WHICH SUBSCRIBER ACKNOWLEDGES COULD BE IMPAIRED IN ITS EXPECTED FUNCTIONS BECAUSE OF VENDOR PRODUCTS, EXCLUDED PRODUCTS OR OTHER FACTORS FOR WHICH ERICSSON IS NOT RESPONSIBLE (EVEN WHERE THE COVERED PRODUCTS COMPLY WITH THIS WARRANTY). 8 ECR-5145 Rev G 2/24/99 In the event of any breach of this warranty, Ericsson shall, if notified in writing before the 1st of July 2000, at its option and without undue delay, replace or correct the hardware or software of the affected Covered Products, at no expense to Subscriber, by providing Subscriber with an updated Covered Product software release or a Covered Product software correction, so that the Covered Products by themselves can comply with the four Rules of the Year 2000 Readiness definition set forth above. However, as explained above, the Year 2000 Readiness ofthe Covered Products by themselves may not be sufficient for the Subscriber's System itself to be Year 2000 Ready, because of Vendor Products, Excluded Products or other Subscriber or third party property or matters beyond Ericsson'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 ONL Y WARRANTY MADE AND OBLIGATION ASSUMED BY ERICSSON 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 SUBSCRIBER ACKNOWLEDGES IT HAS DISCUSSED WITH SUBSCRIBER'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 COVERED PRODUCTS 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 SUBSCRIBER. THE REMEDIES SET FORTH ABOVE ARE THE SOLE AND EXCLUSIVE REMEDIES A V AILABLE TO SUBSCRIBER IN CASE OF A BREACH OF THIS YEAR 2000 READINESS WARRANTY. IN NO EVENT SHALL ERICSSON BE LIABLE TO SUBSCRIBER 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 ERICSSON OR MADE TO SUBSCRIBER'S SYSTEM APART FROM THE COVERED PRODUCTS. IN NO EVENT SHALL ERICSSON BE LIABLE TO SUBSCRIBER 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 A VOIDED IF THE SUBSCRIBER'S SYSTEM (OR ANY COMPONENT THEREIN OR SYSTEM LINKED THERETO) WAS YEAR 2000 READY, WHETHER OR NOT THE POSSIBILITY OF SUCH LOSSES, CLAIMS OR DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SUBSCRIBER UNDERSTANDS AND AGREES THAT THE YEAR 2000 READINESS WARRANTY IS NOT APPLICABLE TO ANY OTHER GOODS OR PRODUCTS DELIVERED OR PROVIDED BY OR ON BEHALF OF ERICSSON AT ANY TIME OTHER THAN THE COVERED PRODUCTS. 9 ECR-5145 Rev G 2/24/99 9. LIMITATION OF LIABILITY The total liability of Ericsson, including its subcontractors or suppliers, for all direct or indirect claims of any kind for any loss, cost, expense, liabilities, or damage, whether in contract, warranty, tort (including negligence or infringement), strict liability, equity or otherwise, directly or indirectly arising out of, connected with, or resulting from the performance or non-performance of this Agreement (or any related software license agreement) or from the furnishing of any good or service pursuant to this Agreement (or any related software license agreement) shall not exceed the amount of the most recent annual EDACS FX Fee paid by Subscriber under this Agreement. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR INFRINGEMENT), STRICT LIABILITY, EQUITY, OR OTHERWISE, SHALL ERICSSON OR ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, VENDORS, SUBCONTRACTORS OR SUPPLIERS, BE DIRECTLY OR INDIRECTLY LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWNTIME COSTS, INTEREST, ATTORNEYS FEES OR LITIGATION COSTS OR CLAIMS OF SUBSCRIBER'S CUSTOMERS FOR SUCH DAMAGES. The provisions of this Section, Limitation of Liability, shall apply notwithstanding any other provisions of this Agreement (or any related software license agreement). The terms and provisions of this Section shall survive the termination or expiration of this Agreement. 10. CONFIDENTIALITY A. Subscriber agrees not to disclose, provide or otherwise make available to any third party any Software or portion thereof, or any technical information provided to Subscriber under the provisions of this Agreement (hereinafter "Confidential Information"), and to hold such materials in confidence using a strict degree of care to protect the Confidential Information from unauthorized disclosure. B. Subscriber's obligation with respect to disclosure of Confidential Information shall terminate with respect to any Confidential Information which Subscriber can show was rightfully in its possession prior to the disclosure made by Ericsson, or which subsequently came into its possession through a third party under no obligation of confidentiality to Ericsson, or which was independently developed by employees of Subscriber who did not have access to Confidential Information or which becomes a matter of public knowledge other than as a breach of any obligation owed to Ericsson, or which is disclosed with the prior written permission of Ericsson. C. Notwithstanding the obligations on disclosure and use set forth herein, Subscriber may disclose Confidential Information to third parties insofar as is necessary to satisfy a proper court order, subpoena, litigation discovery demand or administrative or regulatory proceeding order, provided that Subscriber promptly notifies Ericsson in writing of such order or demand prior to any disclosure and takes advantage of all available and appropriate measures to prevent further disclosure of the Confidential Information. D. The provisions of this Section shall survive the expiration or termination of this Agreement. 11. FAILURE TO ENFORCE The failure of either party to enforce, at any time or for any period of time, any provision of this Agreement in accordance with its terms shall not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each and every such provision. 10 ECR-5145 Rev G 2/24/99 12. GOVERNING LAW AND DISPUTE RESOLUTION A. Any and all Disputes (as defined herein) between or involving Ericsson and Subscriber shall be resolved by arbitration conducted by three arbitrators in accordance with the commercial arbitration rules of the American Arbitration Association, and in accordance with applicable law and the express terms hereof. The arbitration shall be conducted in Washington, D.C. The decision of the arbitrators shall be reported with their written findings of fact and conclusions of law. The arbitrators shall use their best efforts to reach their decision within six (6) months from the date when the initial arbitration request is made. 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 relating to this Agreement. Any arbitration must be commenced within one year from the date on which the cause of action accrued under applicable law or it shall be barred. B. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, excluding its rules pertaining to conflict of laws. Subject to the provisions of Subsection A, Subscriber consents to the personal jurisdiction of the state and federal courts in the Commonwealth of Virginia, which courts shall constitute the exclusive forum for all court proceedings involving 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 an alleged breach of contract, violation of law or tort of any kind. C. Each party acknowledges that jury trials are slower and more expensive than court trials without juries, and, considering the complex nature of the technology and other issues which may give rise to Disputes, the parties agree that any court proceedings commenced by or against either party shall be resolved (subject to arbitration as provided herein) 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 Agreement, whether for breach or enforcement of contract, tort or otherwise, including all Disputes as defined herein. 13. NO THIRD PARTY BENEFICIARIES; ASSIGNMENT The provisions of this Agreement are solely for the benefit of Subscriber and Ericsson. No other person or entity is intended to be a beneficiary of nor is entitled to rely upon or enforce any of the provisions of this Agreement or to assert any claim for nonperformance of this Agreement by any party. This Agreement may not be assigned by either Ericsson or Subscriber without the prior written consent of the other party. The provisions of this Agreement shall inure to the benefit of and be binding upon Subscriber and Ericsson and their respective permitted successors and permitted assignees (if any). 14. NOTICES All notices required or permitted hereunder shall be in writing and shall be deemed validly given upon being hand delivered, or upon receipt if sent by facsimile or if mailed by certified mail, return receipt requested, to Subscriber at the address set forth in Schedule A or to Ericsson at Mountain View Road, Lynchburg, V A, 24502, Attention: Software Services Group, or to such other address as either party may designate to the other in writing. 11 ECR-5145 Rev G 2/24/99 15. ENTIRE A(;REEMENT, EXECUTION AND MODIFICATION A. This Agreement contains the entire and only agreement between the parties concerning the subject matter hereof, and all prior representations and understandings in connection with the subject matter hereof are superseded and merged herein, and any representation or understanding not incorporated herein shall not be binding upon either party. B. This Agreement shall not become effective until signed on behalf of Ericsson by one of its officers or by an executive duly authorized by Ericsson's Vice President. No change, modification, ratification, rescission, or waiver of this Agreement or any of the provisions hereof shall be binding upon Ericsson unless made in writing and signed on its behalf in like manner. C. ERICSSON DOES NOT ASSUME ANY OBLIGATIONS OR LIABILITIES IN CONNECTION WITH THE SOFTWARE OR SERVICES OTHER THAN THOSE EXPRESSLY STATED IN THIS AGREEMENT, AND DOES NOT AUTHORIZE ANY PERSON (INCLUDING ERICSSON'S EDACS RESELLERS OR EDACS STRATEGIC INTEGRA TORS OR SUBCONTRACTORS OR SUPPLIERS) TO ASSUME FOR ERICSSON ANY OTHER OBLIGATIONS OR LIABILITIES. IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this Agreement to be executed by their duly authorized officers or representatives. ERICSSON INC. SUBSCRIBER Name: ___(:!TY OF CLCTER. FLORIDA Title: ~~~ _~_ortt\'O~-t l'(\Q('()jm~(rt ('(\QJu=r' 3\5 19~ By: By: Name: Name: Michael J. Roberto Title: _~~~Y Manager Date: Date: Ericsson Inc. Countersigned: Mountain View Road Lynchburg, VA 24502 Attest: Approved as to form: ~:. ASSi:ant City At';;;rney 12 ECR-5145 Rev G 2/24/99 This Page Intentionally Left Blank 13 ECR-5145 Rev G 2/24/99 EDACSFX AGREEMENT SCHEDULE A 1. Term of EDACS FX Agreement The services, as described in the EDACS FX Agreement to which this Schedule A is attached, will be provided for the initial period beginning (Date) and ending (Date) and will be automatically renewed for one-year periods thereafter pursuant to Section 7 of the Agreement. 2. Designated System. The Designated System(s) for which the EDACS FX Agreement will apply is (are): System Name System Classification System Location Clearwater Level 4 Clearwater, FL 14 ECR-5145 Rev G 2/24/99 EXHIBIT D TO PURCHASE AGREEMENT 3. EDACS FX Fees The first-year EDACS FX Fee for the above Designated System(s) is as follows: System Name EDACS FX Option System Fee Clearwater SSSV1E-2 (2 Year) $128,250.00 Subscriber's subsequent years' EDACS FX Fees will be determined in accordance with Section 5.A. of the Agreement. 4. Fiscal Year Billing Option If Subscriber requests billing for the first and subsequent years' EDACS FX Fees coincident with Subscriber's fiscal year, please indicate the fiscal year end date: 00 00 mm dd If this option is selected, Subscriber's initial EDACS FX term will be from the effective date shown in Section I of this Schedule A through the next fiscal year end date and the first-year EDACS FX Fee will be prorated accordingly. 5. Designated Subscriber Contact(s) A. All notices regarding the EDACS FX Agreement to which this Schedule A is attached are to be sent by Ericsson to: Contact's Name: Title: Address: (Do not use P.O. Boxes) Telephone: Frank Raymond _ _ _I:~eet Manager 1900 Grand Avenue Clearwater, FL 33765 - - -(727) 562-4891 EXT. 2862 15 ECR-5145 Rev G 2/24/99 FAX No. (727) 562-4895 B. All Software Updates to be provided by Ericsson to Subscriber under this Agreement are to be sent to (if different than 5.A. above): Contact's Name: Company Name: Title: Address: (Do not use P.O. Boxes) Telephone: FAX No. Andrew Blankenship Communications International Branch Manager - - - Communications International - - - 2I-SO I George Road Suite 150 ---'{ampa, FL 33634 (813) 887-1888 ---~8I3) 887-3884 (Note: EDACS FX Bulletins, announcing impending releases ofEDACS software, will be sent to both of the above-designated contacts.) 6. This Schedule A is agreed to by: Seller: Ericsson Inc. Mountain View Road Lynchburg, VA 24502 Subscriber Name: City of Clearwater 1900 Grand Avenue __<;!~arwater, FL 33765 h~ uQ_Q.ITt\'a..1 f1h~mQy1t ('{\Q<<Jcf\ . -JJ u~_\5 \qq By: Name: Title: Date: 2/24/99 By: Title: Date: 16 ECR-5145 Rev G e~hlb,~ + E ERICSSON i!! EDACS Y2K Functional Test Procedure City of Clearwater, Florida Ericsson Inc. Private Radio Systems Systems Integration TABLE OF CONTENTS 1. Y2K FUNCTIONAL TESTING ..............................................................................................................................................3 1.1 Pre-Modification Functional Testing ................................................................................................................ ................. 3 1.2 Testing Completion. ................................................................ ........................................................................................... 4 2. EDACS TRUNKED SYSTEM VISUAL INSPECTION ........................................................................................................5 2.1 Visual Inspection ............................................................... .... ............................................................................................ 5 3. TIER 1 RADIO FEATURE SET .............................................................................................................................................6 3.1 Setup.......................................................................................................................... ........................................................ 6 3.2 Group Call (Agency, Fleet, Subfleet) ................................................................................................................................ 7 3.3 Individual Call............................................. .................................................. ....................................................................9 4. LOCAL DISPATCH FEATURE SET (C3 MAESTRO).......................................................................................................10 4.1 Transmitting With MIC Or Headset ................................................................................................................................1 0 4.1.1 Group Call.................................................................................................................................................................1 0 4.1.2 Individual Call ..........................................................................................................................................................11 4.1.3 Alert Tones ...............................................................................................................................................................11 4.2 Receiving Calls................................................................................................................................................................ 13 4.2.1 Group Call................................................................................................................................................................. 13 4.2.2 Individual Call...................................................... ........................................................................ ........................... 13 4.2.3 Call History............................................................................................................................................................... 14 4.3 Emergency Call.................. .......................................... .......................... .......................................................................... 15 4.4 Agency Broadcast................................. .................. ............................................ ............................................................. 16 4.5 Patch ..................................................................................... ........................................................................................... 17 4.6 Simulselect........................................... ............................................................................................................................ 19 4.7 Console Pre-Empt.............................. .......... .................... ........ ........................................................................................ 21 4.7.1 Clear Voice Dispatch ................................................................................................................................................21 4.8 Console to Console Interaction.................................. ...................................................................................................... 22 4.8.1 Console Intercom............................. ................ ......................................................................................................... 22 4.8.2 Console Crossmute ................................................................................................................................................... 22 4.9 Supervisor Console............................................................. ............................................................................................. 24 4.9.1 Priority Override (Pre-empt)................................................................................................................... ..................24 4.9.2 Console Enable/Disable ............................................................................................................................................ 24 4.9.3 Unprogrammed Emergency................................ ...................................................................................................... 25 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 Signature Signature Printed name and title Printed name and title 1.2 Testing Completion The testing shall be deemed completed and the upgrade work accepted when each of the following functional tests have been successfully completed (unless restrictions exist in the baseline system preventing the test from being passed). 2. EDACS TRUNKED SYSTEM VISUAL INSPECTION Y2K Functional Test Procedure Version: Last Modification Date: Rev.D Jan 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 affects 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: 3. TIER 1 RADIO FEATURE SET Y2K Functional Test Procedure Version: Last Modification Date: Rev.B Jan 1 1998 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 GIDs programmed. (Group A) - GID for Agency 1, Fleet 1, Subfleet 1. (Group B) - GID for Agency 1, Fleet 1, Subfleet 2. (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. Radio 2: Radio 3: Note: Additional radios are required for Call Queue Declaration Alert test. 3.2 Group Call (Agency, Fleet, Subfleet) Setup Set radios 1, 2, & 3 to (Group A) per Customer or Test Group structure. Execution Subfleet 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 (Group B). PTT on radio 1 and talk. The transmit (TX) indicators should turn 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. 6. 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 verify audio on radio 3 only. 11. If applicable, repeat the previous steps for digital voice. Results Tester: Comments: (Pass/Fail) Date: 3.3 Individual Call Setup Execution Results Tester: Comments: Set radios 1, 2, & 3 to (Group A) per Customer or Test Group structure. 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, selectthe 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 LID 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. (Pass/Fail) Date: 4. LOCAL DISPATCH FEATURE SET (C3 MAESTRO) Y2K Functional Test Procedure Version: Last Modification Date: Rev.C May 1 1998 With the introduction of C3 Maestro for Windows NT, multiple devices can be used 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 L1D/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 CEC/IMC manager. It also assumes 2 radios have been programmed with the above test entities. 4.1 Transmitting With MIC Or Headset Setu p 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) . 4.1.1 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 tone is heard, the XMT indicator is displayed and that the call is heard at the radio. Release the SELECT TX function. 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. 4.1.2 Individual Call Execution 1. Program a module with the LID 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 on the selected group, the test radio receives the call, and the alert tone is heard by the radio and console. When the Alert tone key is released, verify the call drops. Results Tester: Comments: (Pass/Fail) Date: 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 Call 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 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 LID. Call the console from the radio. Verify that the call is heard in the headset. 5. Unplug the headset. 4.2.3 Call 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. 3. Press the 'Esc' button to exit the history scroll mode. 4. To monitor call history on a single group use the 'module history' button (on 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: 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/Fail) Tester: Date: Comments: 4.4 Agency Broadcast Setup Execution Results Tester: Comments: 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). 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 is displayed and that the call is heard at the radios. Release the foot pedal. 5. Plug in the headset. Repeat the previous step. (Pass/Fail) Date: 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 1. 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. De-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. Results (Pass/Fail) Tester: Date: Comments: 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 site. Execution 1. Create a 4 group Simulselect 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 groups 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. Results Tester: Comments: (Pass/Fail) Date: 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. 4.7.1 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 on 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 (Pass/Fail) Tester: Date: Comments: 4.8 Console to Console Interaction 4.8.1 Console Intercom 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 10 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 10 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 on 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 'Call 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. 3. At console B, mute console A. 4. Place a call on console A on the test group and verify that it cannot be heard at console B. 5. Restore the desired cross mute setup. Results (Pass/Fail) Tester: Date: Comments: 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. Unkey 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. 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 1 . 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: Date: Comments: 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: G:/LegaIlContract!Y2K Contract.domestic final version. doc 27 9/24/98 9:25 a.m.