PURCHASE CONTRACT FOR PRS MANUFACTURED PRODUCTS
PURCHASE CONTRACT
THIS PURCHASE CONTRACT ("Contract") is made and entered into this 3rd
day of March 1999 ("Effective Date"), by and between City of Clearwater,
Florida (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:
Category 1 - PRS Manufactured Products currently listed in the 1998
PRS Products and Services Catalog issued 5/1/98 (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").
Cateaory 3 - PRS Manufactured Products that are no longer listed in the
1998 PRS Products and Services Catalog (the "Non-Current PRS
Manufactured Products").
Cateaory 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").
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Cateaorv 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 Oct, 1998 and with MBP
#XXXXX (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-7. 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.
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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 0 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:
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1. 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 the Year 2000 Readiness 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 work 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, UPS 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;
6. Buyer shall provide, at Buyer's expense, electricity for Seller to use to
install applicable Products;
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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 Commission (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 identified 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;
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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.G.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 (30) days after the
Effective Date of this Contract.
A. The remaining Ninety Percent (90%) of the price of Products will be
billed as Product shipments are made and payment is due 30 days
from the date of the invoice.
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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 30 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
(30) days after the Effective Date of this Contract.
D. One hundred percent (100%) of the price of any training courses to be
provided by Seller shall be paid by Buyer to Seller not less than thirty
(30) days prior to the scheduled date of the training course.
E. 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, the losing party agrees to pay all
reasonable attorney's fees and other collection charges incurred by the
prevailing party to collect any monies owed by Buyer to Seller under
this Contract.
H. 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.
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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. Seller 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.
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9. Coverage, Interference, Year 2000 and Third Party Facilities.
Representations concerning the distance at which usable radio 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.
Similarly, 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 Ready 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.
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10. Warranty
A. Seller warrants to Buyer that PRS Replacement Products furnished
by Seller 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 1 O.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 10.0 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) days; and
3. for all other PRS Replacement Products, one (1) year.
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D. If any PRS Replacement Product fails to meet the foregoing
warranties, Seller shall correct the failure at its option: (i) by
repairing any defective or damaged part or parts thereof; or (ii) by
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 10.0 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 10.C 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
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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
MECHANTABILlTY 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 Seller's control, such as the failure of third party
operating system software platforms, including DOS and POP based
products, to be upgraded to Year 2000 Readiness by those third parties):
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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 2000 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
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AND OTHER DOCUMENTS 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 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 1st of July 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 COVERED PRODUCTS
G:/Legal/ContractJY2K Contract.domestic final version.doc 14
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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
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case 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 NON-
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 SELLER'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
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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 (30) 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
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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)
10,11 and 12; 13; 14; 15; 16; 18; 19; 20; 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 is 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 (10) years after the
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 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;
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(4) is rightfully obtained by the Receiving Party from third parties
without restriction; or
(5) is specifically required to be disclosed by law or court order.
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
Seller 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 include Buyer's System and its components and functions,
including components 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.
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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 Seller 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
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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).
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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 applicable law. The arbitrators shall use their best efforts to
reach that decision within six (6) 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.
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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.
G:/Legal/Contract!Y2K Contract.domestic final version.doc 23
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IN WITNESS WHEREOF, Buyer and Seller have executed this Contract as of the date
set forth below.
BUYER
CITY OF CLEARWATER
(Buyer
~t1~
Ri-~il=m J. A st.
M?y-or~.Commissioner . .
Name) L--
By:
Attest:
Title: City Manager
Name: Michael J. Roberto
Date:
SELLER
Approved as to form:
~~
o n~rassas
Asssitant City Attorney
ERICSSON INC.
BY:~
Nmne: t n6~n
WTNESS:
----.
('n~~
Witness Name:e {,~6\a\
\ i u~he-
Title: 0 ~(\trn~+ fl\Olro~I€Yl\'fot fY\l~l1~f r
Date: 3\~\~q
G:/Legal/Contract!Y2K Contract.domestic final version.doc 24
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EXHIBIT LIST
A - Buyer's Inventory Audit Form
B - Seller's Proposal
C - EDACS FX Agreement
D - Schedule
E - Functional Test Plan
F - Supplemental Responsibilities (If Required)
G:lLegal/Contract!Y2K Contract.domestic final version.doc 25
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ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Customer Introduction to the Audit Process
With the approach of the year 2000 considerable attention has been given to problems which can occur in computer software
and other system components which has not been written to handle the century transition. Ericsson private radio systems are
complex systems consisting of many computer based components, including many manufactured by other companies (.e.g.,
Microsoft) who alone have the capacity and right to upgrade their products to Year 2000 Readiness. In addition, some
customers may have integrated other components not sold by Ericsson into their systems, or may have linked or integrated
their Ericsson based system with other systems based upon third party components. Because any such third party
component can cause the system to fail to function as expected, customers should be comprehensive in their comments.
This Customer Profile Audit is designed to assist in providing a detailed description of the private radio system configuration,
including both Ericsson manufactured and branded products as well as third party vendor products.
The ultimate success of the Year 2000 Readiness analysis and any recommendation or suggestion provided by Ericsson will
depend on the accuracy, completeness and intricacy of the details and other information shown on the completed audit form.
Please assist Ericsson by thoroughly reviewing the information shown on the audit form and providing Ericsson with as much
accurate, complete and detailed information as possible. Inaccurate and incomplete information will delay, hinder or defeat
your goals, and may require modifications to any Y2K readiness recommendation or suggestion.
ATTENTION:
Audit preparation instructions must be followed very carefully and precisely. ERICSSON WILL NOT BE RESPONSIBLE FOR
ANY DISRUPTION IN THE PERFORMANCE OF A COMMUNICATIONS SYSTEM AND ANY CONSEQUENCES THEREOF
CAUSED BY THE FAILURE TO CORRECTLY FOLLOW INSTRUCTIONS, INCLUDING, BUT NOT LIMITED TO,
IMPROPERLY REMOVING AND DISABLING COMPONENTS FOR THE PURPOSE OF PERFORMING AN AUDIT.
ECR 5745 Rev. A
August 05, 1998
Intro.
Page 1 of 25
~
S-
_/
(;)
--1
"+-
~
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Customer
Information
Date Completed: September 14, 1998
Primary Customer Contact:
Customer's Software Contact (to whom upgrades will be sent):
Name Frank Bowler
Title Chief Radio Communications Technician
Street 1900 Grand Avenue
City Clearwater
State or Provo Florida
ZIP Code 34625
Country USA
Telephone (727) 562-4891 EXT.2890
E-mail
Name
Same
Title
Street
City
State or Provo
ZIP Code
Country
Telephone
E-mail
Vendor Contacts: (as applicable)
Company name
System Engineer:
Project Manager:
Sales Representative:
Wayne Kocher
Communications International Inc.
Service Provider:
Andrew Blankenship
Communications International Inc.
ECR 5745 Rev. A
August 05, 1998
Cust. info.
Page 2 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenshi
Not A Iicable
System
Overview
(Single Site)
Customer Name: Cit of Clearwater, Florida
Date Completed: Se tember 14,1998
SinQle Site System Overview
Complete this section ONL Y if system is NOT SIMULCAST, NOT VOTED, and NOT MUL TISITE.
EDACS Configuration: (Check all of the descriptions that apply)
System Type o Basic o Level 1 o BASIC ES
Consoles o Consoles DCEc Number of consoles
Digital Voice o VoiceGuard o Aegis
Telephone Interconnect o Enhanced Local Interconnect o IDA Interconnect (RICfUC)
System Manager 0 Redundant Site (Main and Backup) 0
ECR 5745 Rev. A
August 05, 1998
Overview
Page 3 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Date Completed: September 14,1998
Form Completed By: Andrew Blankenship
Customer Name: City of Clearwater, Florida
System
Overview
(Networks)
~ Multisite
Multiple Site System Overview
Complete this section if system is SIMULCAST, VOTED, or MUL T1SITE.
Number of Networks: II 111 No. of Non-Voted Systems, NOT SCAT:
No. of Voted or Simulcast Systems:
Network Configuration: (Check all of the descriptions that apply)
Digital Voice ~ VoiceGuard ~ Aegis
Number of Console: II 1211 Number of CNls: II all Number of SCA Ts:11 011
o SimulCast No. of TX sites
~ Voting II 211
No. of RX sites
~ System Manager II 111
No. of System Managers:
ECR 5745 Rev. A
August 05, 1998
~
c::::JJJ
Overview
Page 4 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenshi
Simulcast
Control Point
or Main Voter
1 of 2
Date Completed: Se tember 14, 1998
Customer Name: City of Clearwater, Florida
Complete one sheet for each Simulcast Control Point or Main Voted site.
Simulcast Type II II Site name: IMain
Component Type Hardware Part No./Rev.
Voter IIoriginall119D902104G1 Rev B&E
Original 19D904266G1 Rev. C
Alarms System II IIN/A
Site Controller IlvAX IIModified PDP to VAX P5
GPS Receiver (GPS only) IN/A
CP Timing Module (GPS only) IN/A
GPS Resync Module (GPS only) IN/A
Downlink GETC
Downlink GETC (redundant)
19D904266G1 REV C
19D904266G1 REV C
GETC
Type
Hardware Part No./Rev.
19D904266G1 REV C
19D904266G1 REV C
Uplink GETC
Uplink GETC (redundant)
ECR 5745 Rev. A
August 05, 1998
RF Site ID:
Site ID at System Manager: 1
Software Part No. / Rev. Quantity
I RON 107 794/1 R5A
RON 107 794/1 R5A
IN/A
IRON 107784/1 R9A
IN/A
IN/A
IN/A
10 I.:N~~i::1:
1 WNi.:WfJ}
N/A/.......
2 [ffi9~~~:::=
N/AI
N/AI
N/AI
...................
:N~#:~
Ncite4
...................
...................
NW~~
NOfe6}
...................
...................
SimulCast CP
Page 5 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Date Completed: September 14, 1998
Alarms Modem PROM (RAS/MAS only)
GETC Interface Module (Non-GPS only) IN/A
Local Interconnect IIIDA (RIC/L1C)
Component
LSD Select Module
Alarm Computer
Microwave Terminal
Fiber Terminal
Leased T1 CSU
Channel Bank
10 MHz Reference ~
ECR 5745 Rev. A
August 05, 1998
Complete one sheet for each Simulcast Control Point or Main Voted site.
Type
Hardware Pari No./Rev.
Software Pari No. / Rev.
IN/A
IN/A
See PC Inventory page for detail
IN/A
Complete control point detail sheet.
Type
Vendor
Hardware Pari No./Rev.
Software Pari No. / Rev.
IHARRIS I DVT4 SD-98124-M2 IN/A
IINTRAPLEX IMA213L IN/A
IADTRAN IHR4 1242.00 8L 1 IN/A
IINTRAPLEX ITDM-160 IN/A
IIN/A IN/A IN/A
Simulcast CP
or Main Voter
2 of 2
Quantity
N/AI
N/AI
N/AI
Quantity
2IN9~~M:~J
2INg~ij@:~
1 tMp~~M8:U
2IN9*w#:::um
01
SimulCast CP
Page 6 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenshi
Customer Name: City of Clearwater, Florida
Date Completed: 14-Se -98
Site name:1
Complete one sheet for each Control Point or Main Voter.
I RF Site 10:11 111
Main
Channel GETC GETC Answer Yes or No
Type SIW Hardware Part No./Rev. Speedy ferrite AMPS modem
Rev. Micro clamDs (select tVDeJ
1 R5A 19D902104G1REV B No No ROP101688/3A
2 R5A 19D902104G1REV B No No IROP101688/3A
3 non-Turbo R5A 1909021 04G1 REV B No No IKUr IV looo/~A
4 non-Turbo R5A 19D902104G1REV B No No ROP101688/3A
5 non-Turbo R5A 19D902104G1REV B No No ROP101688/3A
6 'nn_ R5A 19D902104G1REV B No No ROP101688/3A
7 non-Turbo R5A 19D902104G1REV B No In ROP101688/3A
:
8 non-Turbo R5A 19D902104G1REV B No 0 ROP1016oo/~1"\ :
9 non-Turbo R5A 19D902104G1REV B jE::J~ 0 ROP101688/3A
10 non-Turbo R5A 19D902104G1REV B No No ROP101688/3A
11 non- TurbollR5A 19D904266G1 REV C No No ROP101688/3A
12
13
14
15
16
17 1 I
18 I I
19
20
21
22 1 II I
23 I II I
24 1 I
Total
11
GETC Types
Turbo
non-Turbo
Total Not installed
11
11
o
Quantity
a
CV GETC
01
ECR 5745 Rev. A
August 05, 1998
Control Point
or Main Voter
Detail
Site 10 at Syste~ Manager:11
111
Local. Interconnect
Type Hardware Software
Revision Revision
:I 1
1 I
I 1
I I
. RIC/L1C 900-0177 0.36.
RIC/L1C 900-0177 0.36 :
RIC/L1C 900-0177 0.36 )
.................
:N': '0." :t' e.":: 4"'::
. ...
:111,~illl
Nbfejiil
.................
................ .
~Bt~~I
~mi:~:::
~mi::~:::
E~::~::.:
NrifaJf:
.................
.................
.................
Note4.U
.................
.................
.................
.................
~{...~........:;;{...
mB~~Jt
N9!~W
................... .
Wdiejh::?
.......................
.-....................
...................... .
......................
N61ik!U:::
. . . . . . . . . . . . . . . . . . . . . . .
..................... .
.......................
Nqf~:1@::
3
Interconnect Type
RIC/L1C (IDA)
ELI
(Uantitx ~I
Cont. Point Detail
Page 7 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Voted or
Simulcast
TXlRX Sites
Date Completed: September 14,1998
Complete one Voted or Simulcast TxRx sheet for each site.
Simulcast Type
Site name: I Main
II
II
Component
Type Hardware Part No./Rev.
IRangr I 19C851571 P3 REV.G
Test Unit
Station GETC
Complete site detail sheet.
Base Station Type
Complete site detail sheet.
Alarms System
II
GETC Interface Module (Non-GPS)
IIN/A
IN/A
IIRangr 1/19c851571 P3 REV. G
Control Channel Monitor
TX Timing Module (GPS only)
GPS Resync Module (GPS only)
IN/A
IN/A
IN/A
10 MHz Reference II IIN/A
Vendor
ECR 5745 Rev. A
August 05, 1998
'RF Site ID:~
Site ID at System Manager:~
Software Part No. / Rev. Quantity
I 19A705272G6 1I:Ni~~I:.
IN/A
N/Al
N/AI
1 f.~Bt~'U
N/AI
N/Al
N/AI
119A 149268G14
IN/A
IN/A
IN/A
TXRX (Main)
Page 8 of 25
ERICSSON INC.
EOACS CUSTOMER PROFILE SYSTEM AUOIT FORM
Form Completed By: A. Blankenshio
Oate Completed: 14-Sep-98
Customer Name: City of Clearwater, Florida
Site Detail
(each site)
1 of 2
Main
Complete one Site Detail sheet for each site.
I RF Site 10:11 111
Site 10 at Syste~ Manager:11
111
Site name:1
Channel GETC GETC Answer Yes or No
Type SIW Hardware Part No./Rev. Speedy ferrite AMPS modem
Rev. Micro clamDs (select tVDe)
1 Turbo R8A 1 90904266G 1 IYES IYES IROP101688/3A :
2 Turbo R8A 190904266G1 YES YES ROP101688/3A ..
3 Turbo R8A 190904266G1 ]e~ YES ROP101688/3A ..
4 ITurbo R8A 1 90904266G 1 YES ROP1016~
5 ITurbo R8A 190904266G1 YES IYES ROP101688/3A ..
6 ITurbo R8A 190904266G1 YES YES ROP101688/3A ::
7 ITurbo R8A 190904266G1 YES YES ROP101688/3A
8 ITurbo R8A YES YES ROP101688/3A :
1 90904266G 1
9 ITurbo R8A 1 90904266G 1 YES YES ROP101688/3Aj
10 ITurbo R8A 190904266G1 YES YES ROP101688/3A :.
11 Turbo R8A 190904266G1 YES YES ROP101688/3A ..
12
13
14
15 I I
16
17
18
19
20
21
22
23
24
Type
Local Interconnect
Hardware
Revision
Software
Revision
m9~jff
t1g~~~:.
~g~~:lj
Ig~~.:i
f1g~i~.jl I
m9~j.~.::
~~~~I~!I.j RIC/L1C 900-0177
m9~jff:.IRIC/L1C 900-0177
t1g~~~. RIC/L1C 900-0177
N9.~~i I I
~Elll
I I
Total
11
GETC Types
Turbo
non-Turbo
Total Not installed
Quantity
a
o
o
o
3
Interconnect Type
RIC/L1C (lOA)
ELI
raOmy ~I
ECR 5745 Rev. A
August 05, 1998
Site Oetail (Main)
Page 9 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Site Detail
(each site)
2 of 2
Date Completed: 14-Sep-98
Site name:1
Main
Complete one Site Detail sheet for each site.
I RF Site 10:11 111
Site 10 at System Manager:11
111
Channel Station Sytem Module Rev. Software
Type (Mastr lie, Mastr 11/ and Rev. Frequency
Prism Mastr)
1 E3 854.9625...
2 II 855.7125...
3 Mastr II 855.9625
4 Mastr II 856.4375 .
5 IMastr II I 857.4375...
6 Mastr II 857.9875..
7 Mastr II 858.4375 :..
8 858.9875 :
9 Mastr II 859.4375 ...
10 Mastr II 860.4375 ..
11 Mastr III 19D902590G3 15 855.4875 ...
12 I I
13
14
15
16
17
18
19
20 I I
21
22
23
24
.N9.t~4J
~~~:~ ..
Note.4.i
~Mote]t( ....
:@I~.:~.:. ..
.!9!~:i..<'i;
I,Wi,~~.~........((.
N.~~~4,.J.W..
.N91~i..:':.:
~,~~::::
Total 11
Station Types
Mastr II
Mastr lie
Mastrlll
Prism Mastr
Quantity
~
ECR 5745 Rev. A
August 05, 1998
Site Detail (Main)
Page 10 of 25
ERICSSON INC. EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenshio Voted or
Customer Name: City of Clearwater, Florida Simulcast
Date Completed: September 14, 1998 TXlRX Sites
Complete one Voted or Simulcast TxRx sheet for each site.
Simulcast Type II II Site name: I North (Backup) I 'RF Site ID:8
Site ID at System Manager: I 11
Component Type Hardware Part No.1 Rev. Software Part No. / Rev. Quantity
,
Test Unit II I 1 I I I
Station GETC Complete site detail sheet.
Base Station Type Complete site detail sheet.
Alarms System II IINlA I IN/A I N/AI
GETC Interface Module (Non-GPS) IN/A I I N/Al
Control Channel Monitor IIRangr 1119C851571 P3 REV. G I 119A 149268G 14 I 1 !::ffl9~~~
TX Timing Module (GPS only) IN/A I IN/A I N/AI
GPS Resync Module (GPS only) IN/A I IN/A I N/AI
Vendor
10 MHz Reference II IIN/A IN/A I IN/A I N/AI
ECR 5745 Rev. A RX (North)
August 05, 1998
Page 11 of 25
ERICSSON INC
EOACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Site Detail
( each site)
1 of 2
Date Completed: 14-Sep-98
Site name:1
North (Backup)
Complete one Site Detail sheet for each site.
I RF Site 10:11 111
Site 10 at System Manager:11
211
Channel GETC GETC Answer Yes or No
Type SIW Hardware Part No./Rev. Speedy ferrite AMPS modem
Rev. Micro clamns (select tVDe)
1 ITurbo IR8A 190904266G1 YES YES ROP101688/3A
2 Turbo R8A 190904266G1 YES YES ROP101688/3A
3 Turbo R8A 190904266G1 YES IYES I ROP1 01688/3A
4 Turbo R8A 190904266G1 ]~ YES ROP101688/3A
5 Turbo R8A 190904266G1 YES ROP101688/3A
6 Turbo R8A 190904266G1 YES YES ROP101688/3A :
7 R8A 190904266G 1 YES YES m68813A
8 Turbo R8A 190904266G1 YES IYES 688/3A
9 Turbo R8A 190904266G1 YES YES ROP101688/3A
10 Turbo R8A 190904266G1 YES YES ROP 101688/3
11 R8A 190904266G1 YES YES ROP101688/3A
12
13
14 I I I I
15 I I I II II I
16 I I
17
18 I I
19 I II I
20 I I
21 I I
22
23
24
Local Interconnect
IB~~~
~p~~~:::
Not/fl.)
.................
m~~!::m
Ni:ffii4.?
.................
N9~":I~
~P~~::1:
N,~i!1
NohiW)
.................
N~t~\4:~
~9.~ij:IH
Type Hardware Software
Revision Revision
: :
Iii I
I
I I
I I
I I
I I
Total
11
GETC Types
Turbo
non-Turbo
Total Not installed
Quantity
E3
o
o
o
o
Interconnect Type
RIC/L1C (IDA)
ELI
I Quanti~ ~I
ECR 5745 Rev. A
August 05, 1998
Site Detail (North)
Page 12 of 25
ERICSSON INC
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Date Completed: 14-Sep-98
Customer Name: City of Clearwater, Florida
Site name:1
North (Backup)
Complete one Site Detail sheet for each site.
I RF Site 10:11 111
Channel Station Sytem Module Rev. Software
Type (Mastr lie, Mastr III and Rev. Frequency
Prism Mastr)
1 IIIVla"" 854.9625 :
2 855.7125
3 Mastr 855.9625 :..
4 Mastr 856.4375 ...
5 IMastr I 857.4375..
6 IMastr I 857.9875:
7 IMastr I 858.4375 ;
8 Mastr 858.9875 :..
9 Mastr 859.4375 ...
10 ~ 860.4375 :
11 19D902590G3 15 855.4875 ...
12
13
14
15 I I
16 I I
17 I ,
18
19
20
21
22
23
24
Total 11
Station Tvpes
Mastr II
Mastr lie
Mastr III
Prism Mastr
ECR 5745 Rev. A
August 05, 1998
Quantit'
10
o
1
o
................... ...................
.Ni5~..<..:.:.:::....
.fI~~.I:::::::..:.........:..
:N6fif4({...... .................................
...
......................
............... .......................
Nw~.'::::.:::::::
~NQti~ji~~ ;:;:;:;:;:;:;:;:;:;:;:;:;:;:;;;:;:;:;::::::::
...... .......
.................
NMe:4.:\::\:
mw,,~......................
t1R'~~t...::...:::.
Ni~~'..
N~~~ff.r:.r
N91~d..<
Site Detail
(each site)
2 of 2
Site 10 at System Manager:11
211
Site Detail (North)
Page 13 of25
ERICSSON INC. EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenshio Voted or
Customer Name: City of Clearwater, Florida Simulcast
Date Completed: Seotember 14,1998 TXlRX Sites
Complete one Voted or Simulcast TxRx sheet for each site.
Simulcast Type II II Site name: IToy Town I 'RF Site ID: 1
Site ID at System Manager: 1
Component Type Hardware Part No.lRev. Software Part No. / Rev. Quantity
Test Unit I I I I I I
Station GETC Complete site detail sheet.
Base Station Type Complete site detail sheet.
Alarms System II IINlA I IN/A I N/AI
GETC Interface Module (Non-GPS) IN/A I I N/AI
Control Channel Monitor IIRangr 1119C851571 P3 REV. G I 119A149268G14 I 11::N,B~~1
TX Timing Module (GPS only) IN/A I IN/A I N/AI
GPS Resync Module (GPS only) IN/A I IN/A I N/AI
Vendor
10 MHz Reference II IINlA IN/A I IN/A I N/AI
ECR 5745 Rev. A RX (ToyTown)
August 05, 1998 Page 14 of 25
ERICSSON INC.
EOACS CUSTOMER PROFILE SYSTEM AUOIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Site Detail
(each site)
1 of 2
Oate Completed: 14-Sep-98
Site name:1
ToyTown (Sat RX)
Complete one Site Detail sheet for each site.
I RF Site 10:11 111
Site 10 at System Manager:11
111
Channel GETC GETC Answer Yes or No
Type SIW Hardware Part No./Rev. Speedy ferrite AMPS modem
Rev. Micro clamDs (select tVDe)
1 ITurbo IR8A 190902104G1 Rev. B YES YES ROP101688/3A .i
2 ITurbo IR8A 190902104G1 Rev. B YES IYES e~:~
3 Turbo R8A 190902104G1 Rev. B YES YES
4 Turbo R8A 190902104G1 Rev. B IYES IYES ROP101688/3A :
5 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
6 Turbo R8A 190902104G1 Rev. B IYES IIYES I ROP101688/3A
7 Turbo R8A 190902104G1 Rev. B IYES IIYES 1 ROP101688/3A
8 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
9 0 R8A 190902104G1 Rev. B YES YES ROP101688/3A
10 Turbo R8A 190902104G1 Rev. B IYES YES ROP101688/3A
11 ITurbo IR8A 190904266G1 Rev. C YES YES ROP101688/3A
12 1 I
13 I I
14 I I
15 I I
16
17
18
19 I 1
20
21
22 1 II I
23 II
24 II
Local Interconnect
.............-.-.
NB~~~
N6hL4\:
.................
.................
.................
:m9~~:.I.
N6te.4}
. . . . . .. . . . .
.................
11~~~illllll
Not~MH::
..................................
.................
:N...:...:.:.:t...:.:.:.:4.:.....:.:.
. . . . .
::::::P:::~::::::):::
NotiiF4.\
.................
NR~~#.::.
!N9~~1i
Type Hardware Software
Revision Revision
II 1
o
Interconnect Type
RIC/LlC (lOA)
ELI
Quantity
E3
Total
11
GETC Types
Turbo
non-Turbo
Total Not installed
Quantity
a
o
o
o
ECR 5745 Rev. A
August 05, 1998
Site Oetail (ToyTown)
Page 15 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Date Completed: 14-Sep-98
Customer Name: City of Clearwater, Florida
Site Detail
(each site)
2 of 2
Site name:1
ToyTown (Sat RX)
Complete one Site Detail sheet for each site.
, RFSiteID:11 111
Channel Station Sytem Module Rev. Software
Type (Mastr lie, Mastr 11/ and Rev. Frequency
Prism Mastr)
1 Mastr II N/A N/A 854.9625 :::
2 N/A N/A 855.7125
3 Mast N/A N/A 855.9625 :
4 Mastr II N/A N/A 856.4375 :::
5 Mast N/A N/A 857.4375::
6 r II N/A N/A 857.9875 ::
7 Mastr II N/A N/A 858.4375::
8 Mastr II N/A N/A 858.9875 :
9 IMastr II IN/A N/A 859.4375:::
10 IMastr II IN/A N/A 860.4375:
11 IMastr II I I 19D902590G5 17 855.4875 i
12 I 1
13
14
15
16
17
18
19
20
21
22 I I
23 I ,
24 I I
Total 11
Station Tvpes
Mastr II
Mastr lie
Mastr III
Prism Mastr
ECR 5745 Rev. A
August 05, 1998
Quantih
10
o
1
o
Note 4.
............................
.............................
~m~::I::::::::::.:::::::}:m
:m!!!::~f::::::::: .........
1111"~I!I"I"'i'i'::::::::::: ........
:me!j~:::::::::::m::mm::::m(..
:t.19t#::!::\:;:;:;:;::;:;:::;::;;:;::
N6.ti~\::'::"" .
t.i9t~A:::nn:
Mm~':'::::':.:'
N~~i1:':::m>""':
Site 10 at System Manager:11
111
Site Detail (ToyTown)
Page 16 of 25
ERICSSON INC. EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship Voted or
Customer Name: City of Clearwater, Florida Simulcast
Date Completed: September 14, 1998 TXlRX Sites
Complete one Voted or Simulcast TxRx sheet for each site.
II II ITarpon I I
Simulcast Type Site name: RF Site ID: 1
Site ID at System Manager: 1
Component Type Hardware Part No./Rev. Software Part No. / Rev. Quantity
Test Unit I I I I I I
Station GETC Complete site detail sheet.
Base Station Type Complete site detail sheet.
Alarms System II IIN/A I IN/A I N/AI
GETC Interface Module (Non-GPS) IN/A I I N/AI
Control Channel Monitor IIRangr 1119C851571 P3 REV. G I 119A 149268G14 I 1 [NI~',
TX Timing Module (GPS only) IN/A I IN/A I N/AI
GPS Resync Module (GPS only) IN/A I IN/A I N/AI
Vendor
10 MHz Reference II IIN/A IN/A I IN/A I N/AI
ECR 5745 Rev. A RX (Tarpon)
August 05, 1998 Page 17 of 25
ERICSSON INC.
EOACS CUSTOMER PROFILE SYSTEM AUOIT FORM
Form Completed By: Andrew Blanken
Customer Name: City of Clearwater, Florida
Site Detail
(each site)
1 of 2
Oate Completed: 14-Sep-98
Tarpon (Sat Rx)
Complete one Site Detail sheet for each site.
I RF Site 10:11 111
Site 10 at System Manager:11
111
Site name:1
Channel GETC GETC Answer Yes or No
Type SIW Hardware Part No./Rev. Speedy ferrite AMPS modem
Rev. Micro c/amDs (select tvae)
1 ITurbo IR8A 190902104G1 Rev. B YES IYES ROP101688/3A
2 ITurbo IR8A 190902104G1 Rev. B YES YES ROP101688/3A
3 Turbo R8A 190902104G1 Rev. B YES YES 688/3A
4 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
5 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
6 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
: :
7 Turbo R8A 190902104G1 Rev. B YES YES 101688/3A
8 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
9 Turbo R8A 190902104G1 Rev. B IYES YES ROP101688/3
10 Turbo R8A 190902104G1 Rev. B YES YES ROP101688/3A
11 ITurbo IR8A 190904266G1 Rev. C YES YES ROP101688/3A
12 I I
13 I I
14 I I
15 I I
16 I I
17
18
19
20
21
22 I I
23
24 I I
Local Interconnect
N6tiiiW
~9~~:!:
I~;~iil:i
I
N6tiiiW:
~9~~~!:
!!~#iA
Type Hardware Software
Revision Revision
IJ ,
I I
I I
I I
o
Interconnect Type
RIC/LlC (lOA)
ELI
B
Total
11
GETC Types
Turbo
non-Turbo
Total Not Installed
I Qu.omy I
11
o
o
o
o
ECR 5745 Rev. A
August 05, 1998
Site Oetail (Tarpon)
Page 18 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: Andrew Blanken
Customer Name: City of Clearwater, Florida
Date Completed: 14-Sep-98
Tarpon (Sat Rx)
Complete one Site Detail sheet for each site.
I RFSiteID:11 111
Site name:1
Channel Station Sytem Module Rev. Software
Type (Mastr lie, Mastr III and Rev. Frequency
Prism Mastr)
1 IMastr II I N/A N/A 854.9625::
2 IMastr II I N/A N/A 855.7125::
3 Mastr " II N/A N/A 855.9625 :::
4 Mastr N/A N/A 856.4375 ::
5 Mastr N/A N/A 857.4375 :::
6 Mastr N/A N/A 857.9875 :::
7 Mastr N/A N/A 858.4375::
8 IMastr I N/A N/A 858.9875 .::
:
9 IMastr I N/A N/A 859.4375:
10 Mastr N/A N/A 860.4375:
11 Mast 19D902590G5 17 855.4875 :::
12
13
14
15
16 I I
17
18
19
20
21
22
23
24 I I
Total 11
Station Types
Mastr II
Mastr lie
Mastr III
ECR 5714B~~iA>tr
August 05, 1998
rant;,]
10
o
1
o
N6fif,lf.:: .....
....................."....... .
....................-........
:Note::W::::::::::::::::::::::::::::: ...
!1~f:l!!I!:!!!!IIIIII!lllllllilll:IIIIIII:II!
mffilf!::::::::::::::::::::::::::::::::::::::::::::::
:~!]j!::::::::::::m:::/)::::::t::::(
iNeli::m::::::::::::\::)( . :.::.
:f,jmi::!::::::.::::::::::....
:!'~~!::1:: ..
I_~I~;:;::::::
NSti:1' (
Site Detail
(each site)
2 of 2
Site 10 at System Manager:11
111
Site Detail (Tarpon)
Page 19 of25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Date Completed: September 14 1998
Customer Name: Citv of Clearwater, Florida
Multisite
Components
ECR 5745 Rev. A
August 05, 1998
Complete one Mul~isite Component sheet for each IMC, CEC and Stargate Controller in the radio system.
Quantity
~I......................
19 nmmitw::m:/
Jl..
1IJi9.m1!:!?
01
21N9.m1Cn
1IN9!~1!
~ 11111~~i!~I!11111111111
IN/AI
II 1IJ!i!.9t~~::::
5 [:t1~~i1
5iNM#t::
Multisite
Page 20 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
System
Manager
Date Completed: September 14, 1998
~omplete one System Manager sheet for each System Manager.
Component
Type I
Hardware Part No./Rev.
Software Part No. / Rev.
Quantity
Computer Model
VAX
or other
1140
'IM450 ZM-B9
I
Number of communication ports. IN/A
(if other than VAX)
liml~:i,:.:
Load Device
IIDA T Tapll
II IIN/A
11A2 II
115.5-2H4 II IN/A
116.21 II IR7D
IIFulI II
IN/A
DECServer Type
System Level (VAX only)
V AXNMS Revision Level
Ericsson Software Revision
Ericsson System Level
Number of Disk Drives
111
II
Disk Drive capacity
Drive 1 11205086011
Drive 2 II
II
Drive 3 II
II
Amount of Memory
Illess than 32 MB
II
Terminals
Terminals
Terminals
Terminals
Terminals
IVT520 I DIGITAL VT520-CA
IVT200 I WISE WY-85
IVT320 I DIGITAL VT320-C2
I I
I I
illl
ECR 5745 Rev. A
August 05, 1998
System Manager
Page 21 of 25
ERICSSON INC.
Form Completed By: A. Blankenship
Date Completed: September 14, 1998
Component
Console
Console
Console
Console
Console
Console
Type
C3 Maestro (DOS)
Audio Tower
CLB
Enhanced Audio Enclosure
Other Dispatch:
Vendor
Call Director IN/A
Logging Recorder I DICTAPHONE
other console equipment, specify
IN/A
ECR 5745 Rev. A
August 05, 1998
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Customer Name: City of Clearwater, Florida
Vendor
HP
See PC Inventory page for detail
See PC Inventory page for detail
See PC Inventory page for detail
See PC Inventory page for detail
See PC Inventory page for detail
See PC Inventory page for detail
Part No.
IN/A
IN/A
17720037000 REV 1
H/W Rev.
IN/A
IN/A
IREV.D
Model H/W Rev.
Part No.
IN/A IN/A
131231-0 IN/A
IN/A
IN/A
S/W Rev.
IN/A
IN/A
IR2D
S/W Rev.
Part No.
IN/A
IN/A
IRON107781/1
Part No.
Consoles
Quantity
12 ~Note5
N/AI
N/AI
121
Quantity
IN/A
IN/A
IN/A
IN/A
IN/A
N/AI
1111;ft~IIJ.].P................ ;;
,_______C_"_____G~t
Consoles
Page 22 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
Date Completed: September 14, 1998
Terminal
Equipment
Component
Portable radio
Portable radio
Portable radio
Portable radio
Portable radio
Portable radio
Portable radio
Mobile radio
Mobile radio
Mobile radio
Mobile radio
Mobile radio
Mobile radio
Mobile radio
Radio Programming
Radio Programming
Radio Programming
Radio Programming
Portables
MPD
MPA
MPA 900
MPA AEGIS
MPA AEGIS VGE
MPA AEGIS DES
MTL
MTL 900
ECR 5745 Rev. A
August 05, 1998
Type
Other Radio Type
(use only if "other" type selected)
IMPD
IMPA
IMPA AEGIS
IMTL
PCS
K II 256K
LPE-200
MDX DM 800
ORION 512K
RANGR
IFMD (ALPHA) I
I I
I I
I I
IEDAcS1 I
EDACS2
EDACS3
IEDACS4 I
See PC Inventory page for detail
See PC Inventory page for detail
See PC Inventory page for detail
See PC Inventory page for detail
MRK I 128K
MRK I 256K
MRK 1512K
MRK II 128K
MRK II 256K
MRK II 512K
pcs
MDR
Mobiles
MDX 900
MDX DM 800
MDX AEGIS
ORION 256K
ORION 512K
RANGR
FMD (ALPHA)
LPE-200
PRSIM-HP
PRISM-HP AEGIS
PRISM-HP AEGIS VGE
Software Part No. / Rev.
Quantity
G17
G17
G17
G11
G30
R6A
G15
G30
G22
G22
VERSo 10 1
VERSo 8 1
VERS.14 1
VERS.R3A 1
FMD (NUMERIC)
MTD
Programming
EDACS1
EDACS2
EDACS3
EDACS4
Terminal Equip.
Page 23 of 25
ERICSSON INC.
EDACS CUSTOMER PROFILE SYSTEM AUDIT FORM
Form Completed By: A. Blankenship
Customer Name: City of Clearwater, Florida
PC
Inventory
Date Completed: September 14, 1998
Component Manufacturer
Model Processor Type Processor Speed Oper. System
IVECTRA I PENTIUM 175 MHZ IDOS
IN/A IN/A IN/A IN/A
IVECTRA I PENTIUM 175 MHZ IDOS
IN/A IN/A IN/A IN/A
IN/A IN/A IN/A IN/A
10ptiplex 1 486DX2 166 MHZ IDOS
I SATELLITE IPENTIUM 1166 IWINDOWS 95
I SATELLITE IPENTIUM 1166 IWINDOWS 95
OS Rev.
C3 Maestro I HP
C3 Maestro for NT IN/A
IMC Manager I HP
IMC Manager for NT I N/A
Simulcast Alarms Computer I N/A
Radio Programming PC I Dell
GETC Programming PC ITOSHIBA
Base Station Programming PC ITOSHIBA
6.22I:iNm~in.n
N/AI
6.22 t:Nm~i:::::::::::::
N/AI
N/AI
6.21::N9ti:@:~:@:
OSR2 t:::Nm~::]~Y
OSR2 KN9ti::1~i
Duplicates and Others, please specify:
I I I
If more space needed then please copy this sheet.
ECR 5745 Rev. A
August 05, 1998
PC Inventory
Page 24 of 25
This audit has been reviewed and catagorized in accordance with the categories defined in this Proposal.
Each listing has been marked per the following Notes:
Note 1
Note 2
Note 3
Note 4
Note 5
Note 6
Note 7
Note 8
Note 9
Note 10
Note 11
Note 12
Note 13
Note 14
Category 1 Product No Hardware Change required
Category 2 Product No Hardware change required
Category 2 Product Hardware Change required
Category 3 Product No Hardware change required
Category 3 Product Hardware Replacement Required
Category 3 Product Hardware Upgrade Required
Category 4 Product No Hardware change required
Category 4 Product Hardware Change required
Category 5 Product No Known Hardware change required
Category 5 Product Hardware Change required
Category 2 Product Status Unknown
Category 4 Product Status Unknown
Category 5 Product Status Unknown
Must replace R60 with a 12K ohm resistor
Category 1 - PRS manufactured andlor branded products listed in the 1998 PRS Products and
Services Catalog issued 5/1/98 (the PRS Manufactured. Products).
Category 2 - Third party vendor products listed in the 1998 PRS Catalog (the Vendor Products).
Category 3 - Products previously manufactured andlor branded by PRS that are no longer in the
PRS Catalog and are no longer offered for sale (the Non-Current PRS Products).
Category 4 - Third party vendor products that were previously but are no longer listed in the PRS
Catalog (the Non-Current Vendor Products).
Category 5 - Third party products that do not fall in any of the four Categories listed above (the Third
Party Products).
e\{J~,\btf ()
Clearwater, FL
MBP # 20589
Date:
Valid Until:
Nov 17, 1998
Jan 8, 1999
THIS PROPOSAL IS BEING SUBMITTED AND IS EXPRESSLY
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE
PURCHASE CONTRACT A TT ACHED TO THIS PROPOSAL.
CAPITALIZED TERMS ARE USED IN THIS PROPOSAL AS DEFINED
IN THAT PURCHASE CONTRACT.
TABLE OF CONTENTS
PROCESS ROAD MAP................................................................................................................................ 1
YEAR 2000.................................................................................................................................................... 3
PRICING ....................................................................................................................................................... 6
HARDWARE ................................................................................................................................................ 6
Catef!orv 1 Products ..... ........... ...... .......... .... ........ ........... ........... .......... ....... ....... ..... ....... ... ..... ..... ..... ..... 6
SERVICES ..................................................................................................................................... ........... 6
PROGRAMMER OPTION .............................................................................................................................. 7
NOTES: . ...................................................................................................................................................... 7
BILL OF MATERIAL........... ...................................................................................................................... 8
SCOPE........................................................................................................................................................... 9
OVERVIEW...... ....... ................... ... ......................... ... ....... ............................. ............................................... 9
Transmit and Receive Stations.... ...................... ............... ........... ........................ ..... .................... ......... 9
Site Controller..................................................................................................................... .................. 9
IMC/CEC Switch......................................................................................................................... .......... 9
System Manager....................................................................................................................... ........... 10
Dispatch Consoles. .......... ...... ........ .............. ........ ....... ....................... ....... ..... ......... .......... ............. ..... 10
Terminal Products.... .... ............ ........ ............ ...................... ............ ....... ....... .............. ........ .......... ...... 11
Upgrade Installation................................................................................................................... ........ 12
TRAINING................................................................................................................................................. 13
CUSTOMER FINANCING OPTIONS .................................................................................................... 14
ATTACHMENTS
PURCHASE CONTRACT WIEXHIBITS
GENERIC LITERATURE
ERICSSON == Page i Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2, 1999
PROCESS ROADMAP
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 PRS Category I and Category 3 products (as defined below) to achieve Year
2000 Readiness. To upgrade PRS products requires a two step process. Step I 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 system 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
PRS Manufactured Products is provided under an EDACS 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, if any. Any options offered are to enhance
the basic functionality of the PRS Manufactured Products required by your system to
attain Year 2000 Readiness (i.e. larger CRT Monitors 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 ;a Page 1 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2, 1999
· 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
financing.
· The Purchase Contract contains all of the Contractual Terms and Conditions.
· The Functional Test Plan (FTP) delineates the specific tests to be performed during
Step 1 of the upgrade process.
ERICSSON i! Page 2 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2, 1999
YEAR 2000
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:
Catee:orv 1 - 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 the "Current PRS Manufactured Products").
Catee:orv 2 - Third party vendor products listed in the 1998 PRS Products and Services
Catalog (the "Current Vendor Products").
Catee:orv 3 - PRS radio communications products previously manufactured and/or
branded by PRS but are no longer listed in the 1998 PRS Products and Services Catalog
(the "Non-Current PRS Manufactured Products") and together with Current PRS
Manufactured Products, sometimes collectively called the "PRS Manufactured Products".
Catee:orv 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" .
Catee:orv 5 - Third party products that do not fall in any of the four Categories listed
above (the "Excluded Products") including, 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 software platforms will not be Year 2000 Ready (for
example, DOS and PDP based products). System performance will depend on
performance of all components, and some components may not be "repairable" and may
have to be replaced. However, replacement of one component may then 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).
ERICSSON i5 Page 3 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
Here are a few well-known examples of some of the major products, which will require
hardware replacement:
HARDWARE PRODUCT
OPERATING SYSTEM SOFTWARE
PDP System Manager
PDP Site Controller
DOS IMC Manager
C3 Maestro DOS Consoles
PDP
PDP
Microsoft DOS
Microsoft DOS
PRS is providing the suggestions and recommendations in this Proposal in response to
your request. PRS 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 on 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 the information in the Audit Form, and PRS is relying
upon your review of the completeness and accuracy of 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 the Audit Form,
PRS has identified and is recommending those current PRS Manufactured Products and
Non-Current PRS Manufactured Products (Categories I and 3) that need hardware and/or
software upgrades in order to be Year 2000 Ready by themselves. If you follow 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 I and Category 3 Products.
Based solely on and assuming the correctness of the information provided to PRS by the
third party vendors, PRS may also suggest or recommend which of the Current Vendor
Products and, if applicable, Non-Current Vendor Products (Categories 2 and 4), need
hardware and/or software upgrades to be Year 2000 Ready by themselves. If you follow
the PRS recommendations set forth in this Proposal, PRS will provide to you any Year
2000 Readiness warranties that the vendors provide for such Vendor Products and that
can be passed through to PRS customers, if any.
ERICSSON i!E Page 4 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2, 1999
Finally, as to the products included in Category 5, PRS recommends that you address
your Year 2000 Readiness questions directly to either the third party product 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 2000 Ready 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 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 (Categories 1 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 the 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 this Proposal in accordance with the terms and conditions set forth in
this Proposal and in the attached Purchase Contract. THE TERMS AND PROVISIONS
OF THIS PROPOSAL (INCLUDING THE ATTACHED PURCHASE CONTRACT)
EXPRESSL Y SUPERCEDE AND REPLACE ANY OTHER ORAL OR WRITTEN,
PAST OR PRESENT, REPRESENTATION, PROMISE, UNDERSTANDING,
PROPOSAL, AGREEMENT, WARRANTY, COURSE OF DEALING OR TRADE
USAGE CONCERNING THE SUBJECT MATTER HEREOF WHICH IS NOT
EXPRESSL Y CONTAINED OR REFERENCED IN THIS PROPOSAL AND THE
ATTACHED PURCHASE CONTRACT, AND THE TERMS AND PROVISIONS OF
ANY SUCH OTHER REPRESENTATION, PROMISE, UNDERSTANDING,
PROPOSAL, AGREEMENT, WARRANTY, COURSE OF DEALING OR TRADE
USAGE ARE NOT CUMULATIVE AND SHALL NOT BE BINDING ON EITHER
PRS OR YOU.
ERICSSON ~ Page 5 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
PRICING
PRS offers you the following pricing for the hardware products and services:
Hardware
Catee:orv 1 Products
Qty Unit
12 Ea.
1 Lt.
1 Lt.
SERVICES
Qty Unit
1 Lt.
2 Yr.
Description
C3 MAESTRO NT Console Processors
Uplink GETC Upgrade Package
IMC Upgrade Package
Price
82,265.95
60.98
3,200.00
$
$
$
Description
Installation & Project Support
EDACS FX Software Services
Price
66,383.00
142,500.00
$
$
Grand Total
$ 294,409.93
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 6 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
Programmer Option 1
PRS is providing a special price on the purchase of EDACS 4 ProGrammer Software
Product with the execution of an EDACS FX Agreement. PRS has addressed certain
DOS related date handling 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,
MRKlORION, MDX, MDR, PCS, DPE, Allegra, MPA (except 900), MTL (except 900),
FMD, & Alpha FMD Terminal Products. Future release updates to the EDACS 4
ProGrammer will be provided under 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-P List $ 8,000.00 Special Price $ 2,000.00
RESPONSIBILITY AND COSTS TO PROGRAM THE BUYER'S TERMINAL
PRODUCTS TO OPERATE WITHIN PRS COVERED PRODUCT GUIDELINES IS
SOLEL Y THE BUYER'S RESPONSIBILITY AND IS OUTSIDE THE SCOPE OF
THIS PROPOSAL.
Notes:
A. PRS reserves the right to adjust the prices quoted in this Proposal and request an
amendment to the Purchase Contract to reflect actual conditions encountered while
implementing this project.
B. This Proposal does not address spare parts in the Buyer's inventory.
1 Please see the User Terminals description in the Scope Section of this Proposal for additional details
about user equipment hardware and software.
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 7 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
BILL OF MATERIAL
The following items of material or services will be provided with each product or general
service indicated:
12 ea. C3 Windows NT Console Processors
Pentium II PC CPU
Quick recovery CD ROM (1 per System)
1 ea. IMC/CEC Upgrade Package
Windows@ NT MOM PC
FX Software Upgrade
1 It. Uplink GETC Upgrade Package
(1) GETC Chip & Hardware set(s)
FX Software Upgrade
1 It. Installation & Project Support
System Engineering
Project Management
Installation of Year 2000 Upgrades
Testing per the attached Functional Test Plan (FTP)
2 yr. FX Software Services 2
Per the attached EDACS FX Agreement
2 Your EDACS product may already be covered by an existing FX agreement. FX services must be in place
through 1/1/2000 in order to validate the PRS Year 2000 Warranty provisions of the contract. If your
existing FX contract expires less than 1 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 EDACS FX
agreement must purchase FX services at the listed price. Please contact your sales representative for
alternate 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 is Page 8 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
SCOPE
PRS is providing this Proposal to allow your PRS Category 1 and Category 3 Products to
achieve Year 2000 Readiness. To upgrade PRS Manufactured Products requires a two
step process. Step 1 is to verify and upgrade PRS Manufactured Products to current
hardware and software revisions. Step 2 is to install Year 2000 Ready PRS Software. 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 Software installation
Site Controller
PRS 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 Software installation
IMC/CEC Switch
The IMC/CEC is used to interconnect EDACS Sites, Consoles, Conventional Channels,
and Centralized Peripherals, such as the EDACS Data Gateway or Jessica. The IMC/CEC
communicates with other elements of the system and references both date and time to
perform interconnection tasks. Each IMC/CEC must be operating under the Windows@
NT 4.0 platform to meet the Year 2000 Readiness requirements (as to the IMC/CEC by
itself). Changes in the operating system products and date communications of the other
ERICSSON i!i Page 9 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readi.ness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
PRS products to be Year 2000 Ready, by themselves, also require that specific circuit
cards within the switch meet minimal revision levels to be compatible and operate
correctly. The PRS circuit cards within your switch have been specifically reviewed
against the information contained in the Audit Form to determine Year 2000 Readiness,
as to the IMC/CEC by itself. PRS is proposing the following upgrade to your IMC/CEC
to provide Year 2000 Readiness for the IMC/CEC by itself.
IMC/CEC 1
. MOM PC NT 4.0 Hardware & Software Upgrade
. Interface Module Software Upgrades to current revision
. Uplink GETC Hardware Upgrades
. Uplink GETC Software upgrades to current revision
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
Each console operating on an EDACS system requires the Windows@ NT 4.0 operating
system to correctly function for Year 2000 Readiness as to such by itself. The PRS is
proposing to upgrade your console processor computer and software to operate within the
NT 4.0 environment. This requires a minimum Pentium 100 MHz PC. PRS is proposing
to replace each existing dispatch console position processor on your system with a
Pentium II PC processor package. PRS has a packaged replacement console processor
with preloaded software to provide an economical upgrade for each dispatch position. By
preloading the operating and EDACS Dispatch software on the units, disruptions to your
operation of the consoles themselves should be kept to a minimum. A firmware upgrade
is also proposed for your dispatch position audio enclosure.
ERICSSON i!E Page 10 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
Terminal Products
Throughout the years of EDACS system production, PRS has produced a large variety of
Terminal Products. While several of these Terminal Products are no longer in production,
they may 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 Ready
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 of PRS Excluded Terminal
Products.
Each EDACS Terminal Product operates with two sets of PRS software. Set one is the
"Flash Code" and set two is the "Personality Code". 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 "Flash Code"
and "Personality Code" programmed with current EDACS 4 ProGrammer Product. If the
EDACS 4 ProGrammer does not currently program your Terminal Product, the last
available Programmer Product (EDACS I, II, III, 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.
Model Family
M-PA
M-RK
LPE
Orion
PCS
DPE
IPE
Allegra
EMP
MDX
MDR
EMM
FMD
ERICSSON :e Page 11 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
Alpha FMD
MTL (900 only)
Ranger
RESPONSIBILITY AND COSTS TO PROGRAM THE BUYER'S TERMINAL
PRODUCTS TO OPERATE WITHIN PRS COVERED PRODUCT GUIDELINES IS
SOLEL Y THE BUYER'S RESPONSIBILITY AND IS OUTSIDE THE SCOPE OF
THIS PROPOSAL.
Upgrade Installation
Assuming timely acceptance of this 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. However, upgrades have been predicated upon and priced for implementation to
occur during weekday business hours. Other arrangements, if available, will have to be
negotiated in writing on a mutually satisfactory basis
Upon completion of the initial proposed hardware upgrade, the upgraded PRS EDACS
products generally will have the latest PRS EDACS operating software and will be ready
to accept Year 2000 Ready PRS software. The Year 2000 Ready PRS software revision
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 Ready 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, those 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
ERICSSON i!E Page 12 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
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 EDACS 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 of
knowledge and skills from operating the existing console to the Windows-
based C3 Maestro NT 4.0 console. The customer's operational consoles
will be utilized during this training which will be conducted in small
groups with no more than two people on an operating console to maximize
the effectiveness of the hands-on portion of the training. Each training
session is two-to-four hours in length.
ERICSSON i!! Page 13 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
CUSTOMER FINANCING OPTIONS
Ericsson Private Radio Systems (PRS) recognizes your need to timely address your Year
2000 Readiness. Although PRS makes no suggestions or recommendations regarding
financing parties or terms, you may be interested to know that independent financing and
leasing 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 benefit from these financial institutions regardless of the financing option you
select. If your organization desires to obtain more information from these finance
companies, please contact them directly at the addresses shown below:
CitiCorp, Inc.
Attn: Mr. Gene Rogero
Assistant Vice President
Program Manager
400 Perimeter Center
Atlanta, GA 30346
Voice: 800-241-3699
Fax: 770-668-8445
Advanta Business Services
Attn: Ms. Jennifer Mintz
Program Manager
1020 Laurel Oak Road
P.O. Box 1228
Voorhees, NJ 08043-7228
Voice: 800-255-0022 Ext. 3524
Fax: 800-290-5628
ALL FINANCIAL TRANSACTIONS WILL BE SUBJECT TO THE FINANCIAL
VENDORS' APPROVAL PROCESS. THIS MAY REQUIRE DUE DILIGENCE,
CREDIT REVIEW, ACCEPTANCE, LEGAL REVIEW, ETC. YOU SHOULD
OBTAIN THE ADVICE OF YOUR OWN CONSULTANTS AND PROFESSIONALS
PRIOR TO MAKING AN INDEPENDENT DECISION WHETHER TO
PARTICIPATE IN A PROGRAM, AND WHICH LENDER TO USE, IF ANY.
PRS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
WHETHER DIRECTL Y OR INDIRECTLY, REGARDING THESE PROGRAMS OR
THE LENDERS, AND PRS ASSUMES NO DIRECT OR INDIRECT OBLIGATION
TO ANY PARTY REGARDING SUCH PROGRAM OR ANY SUCH LENDER OR
BORROWER.
ERICSSON i!5 Page 14 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.
Year 2000 Upgrade
CLEARWATER, FL
FEBRUARY 2,1999
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 i& Page 15 Company Proprietary & Confidential
This Document Contains Information that Constitutes a Year 2000 Readiness Disclosure as defined by the Year 2000
Information and Readiness Disclosure Act of October 1998.