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Resolution - 4859 - System Purchase Contract - Ericsson Inc - Radio Communications System & Services - 06_08_1995
Resolution No. 4859 June 8, 1995 Item #18 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a System Purchase Contract with Ericsson Inc. for a radio communications system and services, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. The Contract may be executed in multiple originals. APPROVED AS TO CONTENT: �l Thomas W. Tuning, Managing a of Information & Communication ge6ices APPROVED AS TO FORM: JES.is/ERICSSON.1 ccdocs/June 1, 1995 Resolution No. 4859 June 8, 1995 Item #18 SYSTEM PURCHASE CONTRACT BETWEEN CITY OF LUBBOCK, TEXAS (Buyer) and ERICSSON INC. (Seller) r SYSTEM PURCHASE CONTRACT TABLE OF CONTENTS 1. DEFINITIONS 1-3 2. SCOPE OF WORK 3 3. PARTIES' OBLIGATIONS 3 4. FACILITIES SITES 3 5. DELIVERY, TITLE AND RISK OF LOSS 4 6. PRICE 4 7. CHANGES AND ADDITIONS 4 8. PAYMENTS 5-6 9. SUBCONTRACTING 6 10. EXCUSABLE DELAYS 6 11. SELLER'S INSURANCE AND PERFORMANCE BOND 7 12. TESTING AND ACCEPTANCE 7 13. COVERAGE, INTERFERENCE 8 14. SOFTWARE LICENSE 9 15. WARRANTIES 9-10 16. INDEMNIFICATION 10 17. PATENTS 11 18. LIMITATION OF LIABILITY 12 19. REMEDIES 12 20. CONFIDENTIALITY 13 21. COMPLIANCE 14 22. NOTICES 14-15 23. ORDER OF PRECEDENCE 16 24. TERM 16 25. ENTIRE AGREEMENT 16 26. AMENDMENT 16 27. SEVERABILITY 17 28. WAIVER 17 29. HEADINGS 17 30. GOVERNING LAW 17 31. ASSIGNMENT; SUCCESSORS AND ASSIGNS 18 (i) A. CERTIFICATE OF INSURANCE B. SURETY BOND FOR PERFORMANCE C. SOFTWARE LICENSE AGREEMENT D. MEMORANDUM OF UNDERSTANDING 00 SYSTEM PURCHASE CONTRACT THIS SYSTEM PURCHASE CONTRACT ("Contract") is made and entered into this 8th day of June, 1995 ("Effective Date"), by and between CITY of LUBBOCK, TEXAS, (hereinafter referred to as the "Buyer") and ERICSSON INC., a Delaware corporation (hereinafter referred to as "Seller"). R-1. Buyer issued a Request for Proposal #13040 as amended on August 23, 1994, September 19, 1994, and October 4, 1994, (collectively, the "RFP") requesting proposals to provide Buyer with a radio communications system and services as set forth in the RFP. R-2. Seller delivered a proposal entitled "Communication System Proposal MBP #41337" and originally dated October 18, 1994, as amended on February 17, 1995 and March 9, 1995, (collectively, the "Seller's Proposal") to provide the radio communication system and services requested by Buyer in the RFP. R-3. Buyer has selected Seller's Proposal and now desires to contract with Seller to provide Buyer with the radio communications system and services set forth in Seller's Proposal. R4. Buyer and Seller desire to enter into this Contract to set forth in writing their respective rights, duties and obligations hereunder. 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 as follows: As used herein, the terms set forth below shall have meanings set forth below. A. "Acceptance" shall mean acceptance of the System as set forth in Section 12 hereof. B. "Acceptance Date" shall mean the date the System is accepted or deemed accepted as set forth in Section 12 hereof. C. "Acceptance Tests" shall mean the testing procedures either described in Seller's Proposal or mutually agreed upon by Buyer and Seller to be performed to determine 1 whether the System has met the acceptance criteria either set forth in Seller's Proposal or as mutually agreed upon in writing by Buyer and Seller. D. "Certificate of Insurance" shall mean the certificate to be provided by Seller evidencing the insurance coverage of Seller and the form of which certificate is set forth in Exhibit attached hereto. E. "Effective Date of the Contract" shall be the date designated by the parties or, if no date is designated, shall be the date on which the Contract is signed by the last of the parties to sign the Contract. The "Effective Date" shall be the date inserted on the first page of the Contract. F. "Hardware" shall mean the equipment, parts and materials to be provided by Seller for the System as listed in Seller's Proposal. G. "Installation Schedule" shall mean the schedule either set forth in Seller's Proposal or otherwise mutually agreed upon by Seller and Buyer in writing for the delivery of the Hardware and Software and the performance of the Services described in the Statement of Work. H. "Performance Bond" shall mean the surety bond for performance to be provided by Seller pursuant to the terms of the RFP and the form of which surety bond is set forth in Exhibit B attached hereto. I. "RFP" shall mean Buyer's request for proposal as described in the recitals of this Contract. J. "Seller" shall mean Ericsson Inc. with offices at Mountain View Road, Lynchburg, Virginia 24502. K. "Seller's Proposal" shall mean the proposal provided by Seller to Buyer as described in the recitals of this Contract. L. "Services" shall mean the services to be provided by Seller to Buyer as set forth in Seller's Proposal M. "Software" shall mean the proprietary computer software of Seller as owned exclusively by Seller or Seller's suppliers, as appropriate, and as further defined in and licensed to Buyer pursuant to the terms of the Software License Agreement. N. "Software License Agreement" shall mean the Ericsson System Software License Agreement set forth in Exhibit C attached hereto. 2 O. "Statement of Work" shall mean the description of the work to be performed by Seller to deliver the Hardware, install the System and provide the Services, all as described in Seller's Proposal_ P. "System" shall mean the radio communications system comprised of the Hardware and Software to be furnished by Seller to Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. Q. "Total Contract Price" shall mean the price of the Hardware, the Software license and the Services to be furnished by Seller to Buyer pursuant to the terms set forth in Seller's Proposal and this Contract. R. "Turnover" shall mean Seller's notification to Buyer that Seller is ready to commence performance of the Acceptance Tests. Seller shall furnish, deliver and install the Hardware and Software for the System and provide the Services in accordance with the terms of Seller's Proposal and this Contract. The Parties' obligations set forth in Seller's Proposal and this Contract shall be performed by the Parties in a timely and proper fashion in accordance with the Installation Schedule and Memorandum of Understanding which is attached hereto as Exhibit "D" and incorporated by reference, or as otherwise agreed upon by Buyer and Seller, to allow the Parties to timely perform their obligations under this Contract. Any sites where Seller will operate and perform System installation under the terms of this Contract must be approved by Buyer, whose approval shall not be unreasonably withheld, delayed or conditioned. Buyer shall be responsible, at Buyer's expense, for obtaining all rights to use sites including, but not limited to, all permits and licenses necessary to perform work on the sites and all FCC and FAA approvals. Buyer shall be responsible for paying all utility charges to the appropriate utility for providing utility services to the sites. 3 A. Seller shall ship the Hardware to Buyer at Seller's expense in accordance with the dates set forth in the Installation Schedule. Partial deliveries shall be permitted. All risk of loss or damage shall remain with Seller until hardware is delivered to Buyer. Title to the hardware will pass to Buyer at time of delivery. Seller shall remain responsible until Acceptance of the System for loss or damage resulting from the willful misconduct or negligent acts or omissions of Seller, its employees, agents, and subcontractors. B. If Buyer fails to take delivery of any of the Hardware, which has been timely delivered, Seller may place such Hardware in storage at the place of manufacture or elsewhere. In such event: (1) Seller shall notify Buyer of the placement of any Hardware in storage; (2) Seller's delivery obligations shall be deemed fulfilled and title and all risk of loss or damage shall thereupon pass to Buyer; (3) any amounts otherwise payable to Seller upon delivery shall be payable upon presentation of Seller's invoices therefor; and (4) promptly upon submission of Seller's invoices therefor Buyer shall reimburse Seller for all expenses incurred by Seller such as preparation for and placement into storage, handling, storage, demurrage, inspection, preservation and insurance. A. The Total Contract Price to be paid by Buyer to Seller is FOUR MILLION FOURTEEN THOUSAND SEVEN HUNDRED SEVEN DOLLARS ($4,014,707.00). The individual prices for the units of Hardware, the Software license and the Services to be performed are as set forth in Seller's Proposal. B. In addition to any price specified herein, Buyer shall either: (1) pay the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the prices, sale, delivery, installation or licensing of any Hardware, Software or Services furnished hereunder or to their use by Seller or Buyer, or (2) furnish Seller with a tax exemption certificate acceptable to the taxing authorities. A. In the event of any change in the Hardware as a result of the imposition after the Effective Date of this Contract of any requirements by any federal, state, or local government, the parties shall attempt to reach an equitable adjustment in the price and the contract shall be made to reflect any added cost and expense of such change, in event an agreement cannot be reached within one -hundred twenty (120) days, after notice by one party to the other of the requirement, then the contract may be terminated at the option of either party. n B. Notwithstanding any other provision hereof to the contrary, if the performance by Seller of all or any part of this Contract, through and including completion of System testing and acceptance, is delayed or interrupted, by the buyer, for a consecutive period exceeding seven (7) days in any instance or a cumulative period exceeding thirty (30) days for all instances then, upon written notice from Seller to Buyer, an equitable adjustment in the price, equal to Seller's actual cost, shall be and the Contract shall be modified in writing accordingly. A. The Total Contract Price for the Hardware, the Software license and the Services shall be paid by the Buyer to Seller as follows: Thirty percent (30%) of the Total Contract Price shall be due at the time of the first System design review meeting or within 30 days of the Effective Date of this Contract if no System design review meeting is scheduled. 2. Hardware Fifty percent (50%) of the price of each hardware and service item shall be due upon delivery, total paid prior to final payment not to exceed eighty percent (80%) The final payment of twenty percent (20%) for all Hardware, Software and Services shall be due upon Acceptance of the System. Any other amounts due Seller hereunder shall be due upon receipt of Sellers invoice. E Notwithstanding any other provision hereof to the contrary, to the extent any event(s) referred to in the preceding subsections of this Payments Section are delayed through the fault of the buyer, the payment(s) associated with such event(s) shall be due thirty (30) days following the calendar date(s) by which such event(s) were initially scheduled to occur pursuant to Seller's Proposal and the Installation Schedule. 1 •.y Until the Total Contract Price is fully paid to Seller, Seller shall retain and Buyer hereby grants to Seller a purchase money security interest in the Hardware and Buyer shall join with Seller in executing any required filings to perfect such security interest. Seller may subcontract any portion of work to be performed by Seller hereunder provided that Seller shall be responsible for the performance and work of any such subcontractors. A. Notwithstanding anything in this contract to the contrary, neither party shall be liable for delays in delivery or failure to perform due directly or indirectly to: (1) causes beyond that parry's reasonable control, (2) Acts of God, acts (including failure to act) of any governmental authority (de jure or de facto), wars (declared or undeclared), riots, revolutions, strikes or other labor disputes, fires, floods, sabotage, nuclear incidents, earthquakes, storms, epidemics, (3) Either parties' inability to timely obtain necessary materials, items, components or services from suppliers who are affected by the foregoing circumstances, or (4) the failure of the other party to perform its obligations hereunder in a timely manner. The foregoing shall apply even though any of such causes exists at the time of signature of the Contract by Seller or occurs after delays in Seller's performance of its obligations due to other reasons. B. In the event of any delay or failure excused by this Section, the affected party shall, within five (5) working days notify the other party. In the event of such delay, the time of delivery or of performance shall be extended for a period equal to the time lost by reason of the delay. 6 A. Seller shall maintain in force at all times during Seller's performance under the Contract not less than the following insurance coverage with insurers authorized to do business in the state(s) in which work hereunder is to be performed by Seller: (1) workers' compensation insurance as required by law; (2) general liability insurance with limits of liability of not less than $1,000,000 combined single limits for bodily injury and property damage per occurrence; and (3) motor vehicle liability insurance with limits of liability of not less than $500,000 combined single limits for bodily and property damage per occurrence. (4) builder's risk insurance with limits of liability not less than 100% of the total contract price. B. Upon execution of this Contract, Seller shall provide Buyer with a Certificate of Insurance in the form set forth in Exhibit�A evidencing the insurance coverage. C. Upon execution of this Contract, Seller shall provide Buyer with a surety bond for performance in the form set forth in Exhibit B attached hereto. D. City shall be named as an additional insured on all insurance obtained pursuant to this Contract A. Seller shall notify Buyer that the System is ready for Acceptance Tests at least ten (10) days before commencement of the Acceptance Tests. Buyer and Seller shall jointly continence the Acceptance Tests on the date specified in Seller's notice (or other mutually agreeable date) and a representative of Seller and,a representative of Buyer shall sign off on the form provided as part of the test procedure whether each item of the test was passed or failed. If Buyer does not have a representative attend the Acceptance Tests, Seller shall proceed with those tests and immediately forward the test results to Buyer. If the System does not fulfill the requirements of the Acceptance Tests, Seller shall correct the defects at no additional cost to Buyer within the time frame established in the installation schedule. Upon correction of the defects the Acceptance Tests for the applicable part of the System shall be repeated in accordance with the procedures set forth in this Section. Upon successful completion of the Acceptance Tests the System shall be deemed acceptable by Buyer and Seller shall give written notice to Buyer of System Acceptance. If Buyer disagrees with Sellers notification, Buyer shall have ten (10) working days to deliver to Seller a specific list of defects, which Seller shall then 7 correct within the time allowed by the installation schedule. If the system does not pass the acceptance tests within the time frame for installation, taking into account any delays provided for in this agreement, then Seller hereby agrees to pay to Buyer as liquidated damages the sum of ONE THOUSAND Dollars ($1,000.00) per day for each consecutive day in excess of the time set for installation of the system. However, in no event shall the liquidated damages exceed five percent (5%) of the total contract price. B. If Buyer commences use of the System or any portion of the System for its intended purpose, other than for the express purpose of training, testing as mutually agreed upon by Seller and Buyer in writing, prior to System Acceptance, or as a result of the failure of Seller to perform in accordance with the installation schedule, the System or the applicable portion of the System shall be deemed accepted by Buyer. The final payment for the System or the applicable portion of the System shall be due and payable upon such acceptance. The Warranty Period for the System or applicable portion of the System put into use together with the associated installation Services shall be deemed to have commenced concurrently with the use of the System or the applicable portion of the System for its intended purpose. The use of the System or the applicable portion of the System for its intended purpose shall be deemed to have occurred when Buyer commences to use and rely primarily on the System or the applicable portion of the System for its communications. C. As used in the Contract, the term "Acceptance Date" shall mean and "Acceptance" of the System shall be deemed to occur upon the earlier of: (1) the date on which the System is deemed accepted pursuant to subsection (A) above, or (2) the date on which the System is deemed accepted pursuant to subsection (B) above. Representations concerning the distance at which usable radio signals will be transmitted and received by Hardware supplied hereunder shall not be binding upon Seller (except for the coverage maps submitted by Seller to Buyer, which are incorporated by reference) unless reduced to writing and made a part of this Contract. Radio systems are subject to degradation of Service from natural phenomena such as so-called "skip" interference and other causes beyond the reasonable control of Seller such as motor ignition and other electrical noise as well as interference from other users assigned by the FCC to the same or adjacent frequencies. Seller cannot be responsible for interference or disruption of Service caused by operation of other radio systems or by natural phenomena or by motor ignition or other interference over which there is no reasonable control. Such foregoing interference and noise can be minimized by addition of corrective devices (at Buyer's expense) adapted for particular locations and installations. Seller will make recommendations as to the use of such devices; however, total freedom from noise and interference from outside sources cannot be guaranteed. Subject to the terms and conditions of the Software License Agreement attached hereto as Exhibit C, Buyer is granted a license to use the Software only in conjunction with the System purchased under this Contract. "Software" means the "Licensed Programs" as defined in the Software License Agreement. DOES TIFT17.77771T, Seller warrants for a period of twelve (12) months from the Acceptance Date or fourteen (14) months from Turnover, whichever ends earlier (hereinafter referred to as the "Warranty Period"), that the equipment shall operate as a system that the Hardware and installation Services furnished by Seller under this Contract shall be free from defects in material and workmanship and shall conform to the specifications in Seller's Proposal. Any and all claims for breach of this warranty are conclusively deemed waived unless made within the Warranty Period. B. For purposes of this Warranty 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 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 Hardware for which it is specified. C. During the Warranty Period if any component of the Hardware or portion of the installation Services fails to meet the foregoing warranties, Seller's sole obligation and Buyer's exclusive remedy under this warranty shall be the correction by Seller of the failure at Seller's option: (1) by repairing any defective component of the Hardware, or (2) by furnishing any necessary repaired or replacement parts, or (3) by the redoing of the faulty installation. Any such failure, or the repair or replacement of the defective component or the redoing of any installation, shall not extend the Warranny Period except that as to the part actually replaced there shall be a 90 day warranty beyond the original warranty date. Where such failure cannot be corrected by Seller's reasonable efforts, the parties will negotiate an equitable adjustment in price. Seller shall reimburse Buyer for all charges incurred in returning defective parts to Seller's plant. Seller will be responsible for all charges incurred in shipping repaired or replacement parts to Buyer. All warranty labor must be performed by an authorized service group approved by Seller either at its place of business, for mobile or portable equipment., or at the Buyer's E location for fixed location equipment should Seller determine that it is not feasible to return the fixed location equipment to Seller's authorized service group. D. Seller's obligations shall not apply to: (1) Hardware or components thereof which are normally consumed in operation, or (2) Hardware or components thereof which have a normal life inherently shorter than the Warranty Period, or (3) defects which are the result of improper storage, use, or installation performed by other than Seller, maintenance performed by other than Seller, or repair performed by other than Seller, or (4) Hardware which has been subjected to any other kind of misuse or detrimental exposure or has been involved in an accident, or (5) Hardware or installations altered or repaired by any party other than Seller without Seller's prior written consent. E. Software The warranty for the Software is set forth in the Software License Agreement. F. THE WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION AND IN THE SOFTWARE LICENSE AGREEMENT CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE HARDWARE, SOFTWARE AND SERVICES AND THE BUYER'S EXCLUSIVE REMEDIES IN THE EVENT SUCH WARRANTIES ARE BREACHED. THEY ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIIVIITATION, THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. A. Seller shall be responsible for and agrees to indemnify Buyer and hold Buyer harmless from and against all third party claims, demands and causes of action for direct damages (including reasonable legal fees) for personal injuries or damage to tangible property directly resulting from the willful misconduct or negligent acts or omissions of Seller, Seller's officers, agents, employees, or subcontractors in connection with this agreement. Buyer agrees to notify Seller as soon as practical of any third party claim, demand or cause of action for which Buyer will request indemnification from Seller. Buyer will provide Seller with the necessary information and assistance to defend such claim, demand or cause of action. 10 B. Buyer shall be responsible for and agrees to indemnify Seller and hold Seller harmless from and against all third party claims, demands and causes of action for direct damages (including reasonable legal fees) for personal injuries or damage to tangible property directly resulting from the willful misconduct or negligent acts or omissions of Buyer, Buyer's officers, officials, agents, employees, or subcontractors in connection with this agreement. Seller agrees to notify Buyer as soon as practical of any third parry claim, demand or cause of action for which Seller will request indemnification from Buyer. Seller will provide Buyer with the necessary information and assistance to defend such claim, demand, or cause of action. A. Seller warrants, for the life of the system, that the System furnished hereunder shall be delivered free of any rightful claim of any third party for infringement of any United States patent or copyright. If Buyer notifies Seller promptly of the receipt of any claim that the System infringes a United States patent or copyright and gives Seller information, assistance and exclusive authority to settle and defend such claim, Seller at its own expense shall defend, or may settle, any suit or proceeding against Buyer so far as based on a claimed infringement which breaches this warranty. If, in any such suit arising from such claim, the continued use of the System for the purpose intended is enjoined by any court of competent jurisdiction, Seller shall, at its expense and option, either: (1) procure for Buyer the right to continue using the System, or (2) modify the System so that it becomes non -infringing, or (3) replace the System or portions thereof so that it becomes non -infringing, or (4) remove the System and refund the purchase price (less reasonable depreciation for use). In the event of a judgment being taken against Buyer, following Sellers defense of Buyer, or Seller's refusal to defend Buyer, then Seller shall indemnify Buyer for all cost of the judgment including court costs and attorney's fees. This provision is not subject to the any general limitation of liability set forth in this Contract. B. The preceding subsection (A) shall not apply to the use of the System in conjunction with any other apparatus or material not supplied by Seller to the extent. that such conjoined use causes the alleged infringement. As to any portion of the System or use described in the preceding sentence, Seller assumes no liability whatsoever for patent infringement. C. THE PATENT AND COPYRIGHT WARRANTY AND INDEMNITY OBLIGATIONS RECITED ABOVE ARE IN LIEU OF ALL OTHER PATENT AND COPYRIGHT WARRANTIES AND INDEMNITIES WHATSOEVER, WHETHER ORAL, WRITTEN, EXPRESS, OR IMPLIED. 11 A. Except for Seller's liability to third parties for its willful misconduct or negligent acts or omissions as more particularly described in the Indemnification Section of this Contract, and the provisions relating to patent warranty, the total liability of Seller, including its subcontractors or suppliers, for all claims of any kind for any loss or damage, whether in contract, warranty, tort (including negligence or infringement), strict liability or otherwise, arising out of, connected with, or resulting from the performance or non- performance of this Contract or from the manufacture, sale, delivery, installation, technical direction of installation, resale, repair, replacement, licensing or use of any Hardware, Software or the furnishing of any Service, shall not exceed the total contract price. B. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR INFRINGEMENT), STRICT LIABILITY OR OTHERWISE, SHALL SELLER, OR ITS SUBCONTRACTORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE HARDWARE OR ANY OTHER EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES, SERVICES OR DOWNTIME COSTS. C. Any action for any claim of any kind for any loss or damages arising out of, connected with, or resulting from the performance, non-performance or breach of the Contract, or from the manufacture, sale, delivery, installation, technical direction of installation, resale, repair, replacement, licensing or use of any Hardware, Software or the furnishing of any Services, shall be commenced within four (4) years after the cause of action accrued or it shall be deemed waived or barred. D. The provisions of this Section, LIMITATION OF LIABILITY, shall apply notwithstanding any other provisions of this Contract or any other agreement. E. The provisions of this Section, LIMITATION OF LIABILITY, shall survive the expiration or termination of this Contract. A. In the event of a material breach of this Contract by Seller which shall continue for sixty (60) 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, 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 under the terms of this 12 Contract) and 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 sixty (60) 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 Buyer by Seller, 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 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. A. During the term of this Contract, it is anticipated that one party (hereafter the "Disclosing Party") 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 of or 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 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 or which may be required to be made available as required by law; (2) is already known by the Receiving Party prior to receipt from the Disclosing Party; (3) is independently developed by the Receiving Party; or (4) is rightfully obtained by the Receiving Party from third parties without restriction. 13 C. The provisions of this Section, CONFIDENTIALITY, shall survive the expiration or termination of this Contract. D. The confidentiality obligations of this Section, CONFIDENTIALITY, shall not apply to Software, the confidentiality and other rights and obligations with respect to which are set forth in the Software License Agreement. Seller agrees to comply with all federal, state and local laws, ordinances, codes, rules and regulations in effect as of the Effective Date of this Contract that may in any way affect the work by Seller hereunder. Any Hardware or Software furnished by Seller under this Contract shall comply in all material respects with federal, state and local laws and regulations applicable to the manufacture, packing, sale and shipment of such Hardware or Software as of the Effective Date of this Contract and shall comply with any amendments thereto which may have come into effect prior to the time such Hardware or Software are delivered provided that the price and, if necessary, delivery of such Hardware or Software shall be equitably adjusted to compensate Seller for the effect of compliance with any such amendments. Notices and other communications between the parties shall be in writing delivered by United States Mail, certified, return receipt requested, or by Federal Express 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. 14 � M. • u : . Il 1►II► Fax Number: With a op CITY OF LUBBOCK - RADIO SEJ Fax Number: ( ) IF TO SELLER: Fax Number: (806) 798-3406 WITH A COPY TO: ERICSSON INC. Mountain View Road Lynchburg, Virginia 24502 Attn: Contract Administration Fax Number: (804) 528-7922 15 The RFP, Seller's Proposal and the following Exhibits are expressly incorporated herein by reference and, together with this Contract, constitute the Contract Documents. In the event of a conflict among or between the Contract Documents, the documents shall control in the order of precedence set forth below: 1. This Contract 2. Exhibit D - Memorandum of Understanding 3. Exhibit C - Software License Agreement 4. Exhibit A - Certificate of Insurance S. Exhibit B - Surety Bond for Performance 6. Seller's Proposal 7. Buyer's RFP The term of this Contract shall commence upon the Effective Date of this Contract and shall run through the end of the Warranty Period (as defined in the Warranty Section) except as otherwise provided in this Contract. The term of the Software license is set forth in the Software License Agreement. This Contract together with all Exhibits and Seller's Proposal and the RFP which are incorporated herein by reference constitute the entire understanding and agreement between Buyer and Seller concerning the subject matter hereof and any negotiations, prior discussions, representations, promises, understandings, proposals, agreements, warranties, course of dealing or trade usage not expressly contained or referenced herein shall not be binding on either party. SELLER DOES NOT ASSUME ANY OBLIGATIONS OR LIABILITIES IN CONNECTION WITH THE SALE OF THE SYSTEM OTHER THAN THOSE EXPRESSLY STATED IN THIS CONTRACT AND DOES NOT AUTHORIZE ANY PERSON (INCLUDING SELLER'S MANUFACTURER'S REPRESENTATIVES AND SALES AGENTS) TO ASSUME FOR SELLER ANY OTHER OBLIGATIONS OR LIABILITIES. No modification or amendment or other change to this Contract shall be binding on either party unless set forth in a writing signed by both Buyer and Seller. 16 The invalidity, in whole or in part, of any Section or part of any Section of this Contract shall not affect the validity of the remainder of such Section or the Contract. No term of this Contract may be waived except in a writing signed by the party waiving enforcement. No term of this Contract shall be deemed to be waived by reason of any failure to previously enforce such term. 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. The validity, performance and all matters relating to the interpretation and effect of this Contract and any amendment thereto shall be governed by the laws of the State of Texas. 17 This Contract may not be assigned by either Seller or Buyer without the prior written consent of the other party. The terms and provision of this Contract shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. IN WITNESS WHEREOF, on this 8th of June , 1995, Buyer and Seller have executed this Contract. ATTEST: Betty Nf. Johnson, - ity Secretary APPROVED AS TO CONTENT: a7a���4' Thomas W. Tuning, Managing D' or of Information & Communication Services APPROVED AS TO FORM: can . Shotts, Jr., nal Attorney MAD) [CSSON, INC. e: oA w, 14.4LSa�� s itle: Acco u nf7- Mg wfrs{�t WITNESS: c2j��� ac crn m Witness Name: -,new �✓nJi.�c� 18 Date: G��4S Exhibit A - Certificate of Insurance Exhibit B - Surety Bond for Performance Exhibit C - Software License Agreement Exhibit D - Memorandum of Understanding 19 20 ..,,�.,,...:, n .;.x.;;.%.};:: .a::tix•}:a%.:{.•r.:•. r r t .Yn•. •„ n- . ,:..:..:, ::: � .. F.. 1.:..........k..:. F � r r� 0 k... £ • ':§ ► 1 � c ••: <£: ..< . �i���!lr .����'.••'.'�i� :..�� . ..: .::i�... •a:r.. ��.{GOC9C-0hM4N.i{40POOb:4C:1%IC07�'}•;••'vt;� 'O'„'k; •;,}. }:.4..: ., ,ti :. .k.: .%nv}.. i..{n ,r.n... � {:.k.}:}.v::}:}i{:4:•i}%•F:: J/7.•�Yi.C•ri.$Y:{. ii`...'hJ'1.,4rn{T..�•:V\ai..$ht:•F5}}'FSFY.+.:$.xvx. •W:r..+.4.::}:}rS:3i::i::#CO :.4F:}iH:$,:Ki}. PRODUCER t 4 :. 9 try C d +c h}Lr F r r ##,, ��+� k� �'�'� �.�$-0 ,,�'. � �4 � :z,3 �..�}�'�'k.,,� DATE Wrt/Do/YY) : },.v. .;•:Y�:.S.4:trr: •S: f�.r'�•:4::• +� :::k• . #.�.<fi �'�t?•t }Y ,.�.;.,;.{. {��.} <i�.::.,t �:'hrt�.�`.'.'•ii •;':i�'�i+ .2•.>3:. 3:�. r :+w•:i . i� . .Y,. :::t:•i':.: :.4. • •+•'..t.. r �•`•: ;f: ,•: y . }};F {.,;•:`•�` 06! V 1/95 {•$: nv }.•$:::: }i: $. tC�. :: :ti.••v,4i.•�f.•Cw: u.3.:;:;d... .:,}y{::tYf..{�x:hO:nS rrx+i.':.::.. .. ..:?. i THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION JOHNSON & HIGGINS OF TEXAS INC 1601 ELM ST. STE 2100 DALLAS TX 75201 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE (214) 953-3200 CONTACT: DEBBIE BROWN 06925-00000 GAW CITY COMPANY A ST. PAUL GUARDIAN INSURED ERICSSON INC; PRIVATE RADIO SYSTEMS COMPANY B ST. PAUL MERCURY ATTN: BARBARA CAVIN RIC E CAMPBRDSON T RDCOMPANY RICHARDSON TX 75081 ST. PAUL FIRE & MARINE INSURANCE COMPANY COMPANY D ST. PAUL INSURANCE COMPANY .:....: ........... ..: ....... t 4,::'+ : '4 'v;{^:;.,:{; • .:.'l .: } ..�... �':..: � rxr }'�}� F fx•: . '�i... Y : •r } S �`•..::{ki''W%' :.: #: r.J. .•}:.: {: � t •.. t.::. .i k r (. }: {:.. :•'4:: + {• :% h} }; ,ir:. ,$,... ±{ �• :k•'}`.•: {n x� Y! ¢ Y �:• :.1� : •}•4'4't+: ..4 . h. r: (r ��yMMy��� yy{{..��,,{{ ���i'x}�'.y: tr.7 }i...k:{}%+• :. L-G r: ::,4,• .4,.i �:i:;r:{. r .G{., ..4 � }.v:�yi''.�`iC,. { {, a 7 :}5: �it vv f. #: 'fi c> f :3• Y..i. � a.' Y {. :.�y�,+xy-?k{ 4 :f,.F.:..}„x,:. . fi,•{.iv.•n �4'4� 4'Y/i�;R{. ,$:�'},},,v,'�'Ji::vtwn: vrnnRLC3}%'' ��' b: +' •• ': } • •i:'••' + y�'''' ' 'rYnY�%n'P\K•ini)$(:.'�t:• �' in1�2k{C4G�� +:35�trCiSGRd''': if •$fih.i�]�tdC��kk�+ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YI) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERALLIABIUTY TE09100317- 04/01/95 04/01/96 Gt:J&MAGGREGATE $ 1,000,000 PFOOUCTS - COMP/OP AGG i_ 1,000,000 A X COMMERCIAL GENERAL UABIUTY CLAIMS MADE ❑X OCCUR PERSONAL 6 ADV INJURY 11 1,000,000 EACH OCCURRENCE S 1,000.000 OWNERS & CONTRACTORS PROT FIFIE DAMAGE WW one are) i 1,000,000 M(:D DIP ym one person) _ S 5,000 B AUTOMOBILE LIABILITY TEO9 100317-2 (TX) 04/01/95 04/01/96 COMBINED SINGLE LIMIT i 1,000,000 X ANY AUTO BODILY PLIL TY I. Pew) S C ALL OWNED AUTOS SCHEDULED AUTOS TE09100317 (AOS) 04/01 /95 04/01 /96 C X HIM AUTOS X NON4OWNED AUTOS 060 MA 3179 (MA) 04101 /95 04/01 /96 BODILY N,XJRY (Par aoddenq S PFKX43 Y DAMAGE S GARAGE LIABILITY AUTO ONLY • EA ACCIDENT S OTHER THAN AUTO ONLY: ........................................ ....................................... ANY AUTO EACH ACCIDENT S AGGREGATE S E(CESS LIABILITY FJ CH OCCURRENCE S AGGREGATE S UMBRELLA FORM i OTHER THAN UMBRELLA FORM C WORKERS COMPENSATION AND WVA9104193 (AOS) X I STATUTORY LMFTS C EMPLOYERS' LIABILITY WVA9104192 (NJ) 04/01/95 04/01/96 EACH ACCIDENT' = 1,000.000 D THE PROPRIE TOFV Its PARTNEAS/EXEcLnWE OF'FKXRS ARE. EXCL W VA9104193 (TX) DISEASE - POLICY LIMIT S 1,000.000 DISEASE - EACH EMPLOYEE S 1,000,000 OTHER DESCRIPTION OFOPERATiONSADCATIONSNEHIMES/SPECULLITEMS RE: INSTALLATION OF AN 800 MH2 RADIO COMMUNICATION SYSTEM AT CITY OF LUBBOCK, 1625 13TH ST., LUBBOCK, TX 79457. THE CITY OF LUBBOCK IS ADDITIONAL INSURED (EXCEPT ON WORKERS' COMP) AS RESPECTS THE REFERENCED PROJECT. :...::.:.:....:. • :... y.}: �.}.:• :... •:.: Y' •}:. 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R,+Tti4'n`n':•ik..3:LG}}bi}}ix4.%+W.a'�0�}S:4'N:.Sx>,.'aln$%{{-%4:4%a}.4'.}})r;%i4xh'.:hxa}:.5:.%: CITY OF LUBBOCK 1625 13TH ST LUBBOCK TX 79457 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL y30_ DAYS YYRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICI! &HALL IMPOSE NO OBLIGATION OR LIABILITY OF IND 06111 , ITS AGENTS NTATIVES. A Rl�D TATNE 7 . `�y ' ..iL%Y: htFh . , i'4h'�t'"'..•.''''''''•'; x,.'{, .•:ny.,v�•+�v,:{n•.':t'+fy4:n'�;'''`�'y'�: L''•:r•:G^'r{xi4.}•S••^i+{C%k't .�t�om`�' ' .LF .�� .Y::.v .4, .4 6 •2' Y�'? n''•:iL in....,1: %: :.L..}:. .Q:n .. :F.bY....�:aF. ..�:: �: w.:' :a:.v+�,. •.4...c:ti.a ..�t:,:4}.,t�#'x:.k:..�n... }.•k.{,.tfx•:4x..'.+�'•�....{'.rw.:..f.{��.4?:......c...•Yi.....k:.Y-0.�:...�..{"}k... { ,,3it3C`;.}y$: ',+ffi, •:•::4:' •3;C{' .. ''Q':{}. +i' : ' % '1 '.thfv .9 .'{k. fv. •.4 . 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COMPANIES AFFORDING COVERAGE (214) 953-3200 CONTACT: DEBBIE BROWN COMPANY 06925-00000 P CITY A ALLENDALE MUTUAL INSURANCE COMPANY INSURED ERICSSON INC; PRIVATE RADIO SYSTEMS COMPANY B ATTN: BARBARA CAVIN 740 E CAMPBELL RD RICHARDSON TX 75081 SPA' C COMPANY D ; ..:: ......... . ..:.:.... :.;; ...:: •: •: : •:: •.vx •.:•.:••: •: •;: •:: •:::: •: •:::. •: • •:: r . •:::: •.,• •. •::•::.: •.v ::: r:::: ;.:'.:;';.}}:t•}}: •: •{•}:{+::{{ • ••}:4: 4Y4+v'.S:•} •, • • ?ii •+Y{•}:{ •:'•}:•}:+i+L:•::i•:i•}}y L•:{r{L: {•%•v •:{ \::. •:{:{:.}}•iY •: •:{•%••}%••:{•}:•.L•}..., :• }Y::. n: %Yni+ } f x..4. #„• .{.,.,. :,..i,• ,• .ir. , h+::•:r$r/. n# v.,Y:•i .vx .i+ .:'•:3'`•<:%•}{{ .,:.$ $:}::. •.:. •:••r, h�.•••r..':.# .i�2} .•}S a •. .$?N.. Y:�{ . f•}.�•. oC .. �+�'I. 5.R1:..Gii;f/.i\i�i7: �' f•. .} v •i':: n xxwnxn:•:.,.:h<•':!Sfia,,,a,S}'�s:�f5�.'SShYYr:�ub'fik�r:,wi.�c•«'}:a+:S•�.,..•.C,k,,,£S:C$'{.,•�ex;£4:{2,'nkt•.'2b`&,•.. Ax�s.{,',.,.�5::•A°ck#:$:;.�w�fi.�a'R�u�cY •.t,t}o-h{•:.oa;�;: ���sYaS:a.�.{.f,;'vh;','�;:;4�Ga..,,:x.•.1�.xacw..v.��:� THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DD/M LIMITS GENERAL LIABILITY GENERAL AGGREGATE t PFIODLACTS - COMP/OP AGG _ t COMMERCIAL GENERAL LIABILITY CWMSMADE OCCUR PERSONAL.&ADVNJJIJRY `. ---- EPOCH OCCURRENCE t OWNER'S AL CONTRACTOR'S PROT FIRE DAMAGE (Any are Are) t MIM EXP (Any one person) t AUTOMOBILE LIABILITY COMBINED SINGLE LIM1T t ANY AUTO BODILY INJURY (RN person) ALL OWNED AUTOS SCE AUTO^ BODILY INJURY (Rw accident t HIRED AUTOS NON -OWNED AUTOS PFIOPERTY DAMAGE t GARAGE UA81U1Y AUTO ONLY - EA ACCIDENT t OTHER THAN AUTO ONLY: ....................................... ANY AUTO EACH ACCIDENT t AGGREGATE t EXCESS LIABILITY EACH OCCURRENCE t AGGREGATE S UMBRELLA FORM t OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND STATUTORY LMARS EMPLOYERS' LIABILITY EACH ACCIDENT i DISEASE - POLICY LNIIT t THE PROPRIETOR/ INCL P DISEASE - EACH EMPLOYEE t OFFICERS ARE: EXCL OTHER 'ALL RISICOF PHYSICAL LOSS A PROPERTY JT051 09/01/94 09/01/97 OR DAMAGE ON REAL AND/OR PERSONAL PROPERTY DESCRIPTIONOFOPEWITIONSILOCATIONS/YEHICLESISPECIALRmMS RE: INSTALLATION OF AN 800 MH2 MID COMMUNICATION SYSTEM AT CITY OF LUBBOCK, 1625 13TN ST., LUBBOCK, TX 79457. COVERAGE INCLUDES BUILDERS RISK -FOR THE CONTRACT AMOUNT OF $$4,014,707. THE CITY OF LUBBOCK IS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR WITH RESPECT TO THE REFERENCED PROJECT. l: Imo' r ............... yi. 'n,;.x •.?;.r :}•�v J % }' 4 { ty v}+r .:}.n... •.�:.+r 4 �. + ,},� + d Y, •.v .v�..i +i .:Y;. ,C ., {:� ;,3 : $ :.•.•"',��'o:r�.^��•'�'-•h�1�E'1.Cti�.�Y#n�.'':LE�fi,<}h'.�S.ih+Yfa5.3.%Y'L.�t,±CLit�'+,t3..•;.L+. .vfn• ?;{. $,. } }'k:•}:.$Y-$'}.•n..•}: .}}}:•�':f?r{$$ ��� �r ..i� ?+L.; ..'v �{ }4. � f�. ij� '}.G'::..: ; � :} Yiit:,+i}Y} '{•-+'$:'i:>r• ..?3.^. k'.•}S:.L�ScEc�' •h`.:':c'%'f:�}S?.f i.2�+�.'ide "cd?gf�Y.�.did$335:#:4iY{a!d,l•'kY:':�"`•+n?i5:$:..,•n:7,:Nd:o-4.:• CRY OF LUBBOCK 1625 13TH ST LUBBOCK TX 79457 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAUL O DAYS WRITTEN NOT= TO THE CERTIFICATE MOLDER NAMED TO THE LEFT, �.- __ BUT FAILURE TO SUCH SHALL IMPOSE NO OB UABJUTY ONMAIL ANY OF 0 TH ITS AGjn;V"WQHTAT1VES. AUTH Z EHTATLVE VOOO r : �+�%+.: :�:. ?• . r'4}••:i+ri•$.: {:..: { {L •. •Y.^:: O':{ %-/' f: :}.::},.: .{:'. ,Y:r'fr.'f•.`• : :.Y•.. .f,Lir. :..ws.4r.. . Yam•..{:x Q $y yty�+�]Q .,.�.•.i#,.Y......}.�•::n+:Y:F.{::%{{•:{•:{v'+7:{•f.•::vhn.�Ynn...A.kr,:{:t...�4I.•...05-1�....Si,.V::. f ?� - A" , • �4; .�•} :.% .k. ry.1'i.':v r�r$}}^i}L•' +++���y � �. ••v • 'y: n 5 x.. iQ .M1• . .. . .. v�... f.:vh.}.:+�: $,v,:;\:;::. .. :::#$?{: 9. '4. {S •:'^:{:• ,'�• ? .•%••..:: •:4 .i,' J. Y'r:?{•..v: •.. •}.d. :>a .}. ••:•. :L•:. j; :}. •r•#.••.#•: :�.� .-. :. $:�V..',f.2:��i..•}:. •.,•n�:{•:.:.•:t0....,+. �•.. v.i•... .},, n 21 CHUBB GROUP CAP INSURANCECOMPANIES .» J FEDERAL INSURANCE COMPANY PERFORMANCE BOND Bontl No. Amount $ Know All Men By These presents, That we, (hereinafter called the Principal), as Principal, and the FEDERAL INSURANCE COMPANY, Warren, New Jersey, a corporation duly organized under the laws of the State of Indiana, (hereinafter called the Surety). as Surety, are held and firmly bound unto (hereinafter called the Obligee), In .the sum of Dollars ($ ), for the payment of which we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Sealed with our seals and dated this day of 19 WHEREAS, the Principal entered Into a certain Contract with the Obligee, dated .19 , for In accordance with the terms and conditions of said Contract, which Is hereby referred to and made a part hereof as if fully set forth herein. NOW, THEREFORE, THE CONDITION OF THIS 013LIGATION IS SUCH, that If the above bounden Principal shall wall end truly keep, do and porform each and every, all and singulae, the matters and things In said Contract set forth and specified to be by said Principal kept, done and performed, at the times and In the manner In said Con- tract specified, or shall pay over, make good and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the part of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect, subject, however, to the following conditions: Any suit under this bond must be instituted before the expiration of two (2) years from -the date on which final payment under the Contraot falls due. No rlght of action shall accrue on WA bond to or for the use of any porcon or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Principal By: FEDERAL INSURANCE COMPANY By: 22 Agreement No. MCB-SL-2 Private Radio Software License I. License Ericsson Inc. a corporation of the State of Delaware with offices at Mountain View Road, Lynchburg, Virginia, 24502 hereby grants to Name Address Address (hereinafter 'Licensee') and Licensee accepts, subject to the terms and conditions of this Software Agreement, a non- transferable, nonexclusive, fully paid license to use the Licensed Programs only on the Designated System, each identified as follows: LICENSED PROGRAMS Exhibit A to this Agreement list the quantity, a brief description, license restrictions, if any, and the Software Drawing Number of the software contained under this Agreement. DESIGNATED SYSTEM The System purchased by Licensee from Ericsson under Contract/Requisition Number and installed at The term of this Software License Agreement is perpetual, commencing on (specify date) 1. Definitions 1.1 'Licensed Program" means each program listed in Exhibit A, including use restrictions, in machine readable or printed form, related supporting mate- rials in machine readable or printed form, any updated or modified program or program portion furnished to Licensee by Ericsson and any materials provided under any Ericsson software maintenance or support service, including copies thereof. Systems Agreement 2. License 2.1 The nonexclusive, non -transferable, fully paid license granted hereunder gives Licensee the right to use each Licensed Program and any modifications thereof only for its own purposes on the Designated System. A separate license is required for use of a Licensed Program on equip- ment other than the Designated System. 2.2 Any interface protocol developed by Ericsson and provided to Licensee under this Software Agreement may be used by the Licensee only for its own purposes on the Designated System. Licensee may not divulge, release or sell to any third party this interface protocol nor any mod- ifications or applications developed by the Licensee which incorporate this interface protocol. 2.3 Certain third party vendor equipment (such as computers) includes embedded software which is licensed by the vendor and is not the subject of this Software License Agreement. 2.4 Software embedded in two-way radios purchased from Ericsson as part of the Designated System is covered under the warranty provisions of the above -identified contract. 2.5 Ericsson PC Programmers purchased for use with the Designated System are covered under a separate software license. 3. Assignment The license granted hereunder may not be assigned or transferred without the prior written consent of Ericsson. 4. Coples/Modifications 4.1 Ericsson hereby grants Licensee the right to make copies of each Licensed Program provided in machine readable form as necessary for use on the Designated System and for archival purposes only. 4.2 Additional copies of printed materials may be obtained from Ericsson at the charges then in 1.2 'Designated System"Designated System" means ? effect. the system(s), including mobiles and portables, 4.3 Licensee may modify any Licensed Program in purchased by the Licensee from Ericsson. machine readable form only for its own use on the Designated System. rhe.City of Lubbock has the right to make copies for users n on the City's System. E RIC SSON 4.4 While Ericsson offers support and maintenance of Licensed Program, modified Licensed Programs and programs written by Licensee do not qualify' for such support and maintenance, and Ericsson assumes no responsibility for the operability or use thereof. 4.5 Licensee agrees that any copyright notice and/or proprietary notice appearing on and/or in Licensed Programs will be reproduced and included on and in any copies and modifications of Licensed Programs, in whole or in part. 5. Tltle 8. Ericsson either owns or has the right to license Licensed Programs. As between Ericsson and Licensee, Licensed Programs, all copies thereof, in whole or in part, and any modifications thereof, shall remain the property of Ericsson. 6. Protection of Licensed Programs 6.1 Licensee agrees not to provide or otherwise make available any Licensed Program or portion thereof to any third party and to keep such materials in confidence. Licensee shall use each Licensed Program only on the Designated System. 6.2 Licensee's obligation with respect to disclosure and use of Licensed Programs shall terminate with respect to any part thereof which Licensee can show was rightfully in its possession prior to the disclosure made by Ericsson, or which subsequently came into possession through channels independent of Ericsson, or which was independently developed by employees of Licensee who had not had access to Licensed Programs, or which appears in any printed publication other than as a breach of any obligation owed by Ericsson, or which is disclosed with the prior written permission of Ericsson. 6.3 Notwithstanding the obligations on disclosure and use set forth herein, Licensee may disclose the Licensed Programs to third parties insofar as is necessary to satisfy a proper court order, subpoena, litigation discovery demand or ad- ministrative or regulatory proceeding, provided that Licensee takes advantage of all available and appropriate measures, such as (but not limited to) in camera proceedings or the Freedom of Information Act, 5 USC552, to prevent further disclosure of the licensed Programs. 11. Warranty and Liability 7. Warranty Ericsson warrants, for a period of ninety 19K days com- mencing with the date of Licensee's acceptance of their Designated System, that any Licensed Program furnished to Licensee under this Agreement shall be capable of successfully operating on the Designated Equipment in accordance with the logic defined in the Operator's Manuals when the system is supplied with correct input data. If, on the basis of evidence submitted to Ericsson within the term of this warranty, it is shown that any Licensed Program does not meet this warranty, Ericsson will, at its option, either correct the defect or error in the Licensed Program, free of charge, or make available to Licensee a satisfactory substitute program. The foregoing warranty is exclusive and in lieu of all other war- ranties whether written, oral, implied or statutory. No Im- plied or statutory warranty of merchantability or fitness for a particular purpose shall apply. Limitation of Liability Ericsson's liability on any claim of any kind including negligence, for any loss or damage arising out of, connected with or resulting from this Agreement or Licensed Program delivered hereunder, or from the performance or f, thereof, shall not in any event exceed ten perm o) of the value of the contract or requisitions specified above. In no event, whether on warranty, contract, or negligence, shall Ericsson be liable for special, incidental, indirect or consequential damages Including, but not limited to, loss of profits or revenue, loss of use of any equipment, cost of capital, or any other loss that may result directly or indirectly from use of Licensed Programs or from failure of the Licensed Programs to operate as intended. 9. Indemnity Ericsson shall hold Licensee harmless against, and shall handle, defend or settle any claim, suit or other proceed- ing brought against Licensee based upon an allegation that the use of any Licensed Program furnished pursuant to this Agreement constitutes an infringement of any United States patent, copyright or trade secret, provided that Ericsson is notified promptly in writing of such allegation, suit or proceeding and given full and complete authority, information and assistance (at Ericsson's expense) for the defense and settlement of the same. Ericsson shall pay all damages and costs awarded in such suit or proceeding, provided Licensee or its agents does not by any act (including any admission or acknowledgment) materially impair or compromise the defense of such suit or proceeding. If during the first year of this license term such Licensed Program is in such suit or proceeding held to constitute infringement, and its use Is enjoined, Ericsson shall, at its own option and expense, either promptly procure the right for continued use of such Licensed Program by Licensee, or, if the performance thereof will not thereby be materially adversely affected, promptly replace or modify such Licensed Program so that it becomes non -infringing. III. General 10. Substituted Equipment 10.1 Licensee may substitute other hardware in the Designated System on a one -for -one basis provided that the substituted equipment is compatible with the Licensed Programs. 2 of 4 ECR-5143 Rev A (3/1/95) 11. Term, Termination and Expiration 11.1 This Software License Agreement is effective as of the date recited in the preamble above when signed by both parties. 11.2 This Software License Agreement shall remain effective in perpetuity. 11.3 If Licensee fails to perform any obligation or undertaking to be performed by it under this Software License Agreement and fails to correct such deficiency within thirty (30) days after notice by Ericsson, Ericsson may thereafter pursue any available legal remedy to recover damages suffered by Ericsson as a result thereof. 11.4 Licensee may terminate this Software License Agreement and the License granted hereunder at any time for any reason upon notice to Ericsson. 12. Notices 12.1 All notices hereunder shall be in writing and sent to: LICENSEE Name Address Address Ericsson Inc. Private Radio Systems Mountain View Road Lynchburg, Virginia 24502 Attention: Mgr., Software Programs Marketing 12.2 The addresses and individuals recited above may be changed by notice as specified above. 12.3 Notices required or permitted hereunder and sent as specified above shall be deemed given (a) when delivered or (b) five (5) days after mailing by prepaid first class mail, whichever is earlier. 13. Applicable Low This agreement shall be interpreted and the legal relations between the parties determined in accordance with the laws of the State of New -York, US 14. Overriding Nature/Entire Agreement This agreement supplements the Contract between the parties to purchase the Designated System. In the event of a conflict between this Software License Agreement and said Contract, the terms of said contract shall take precedence. This Agreement and said contract contain the entire agreement and understanding between the parties respecting the subject matter hereof and supersedes all previous negotiations, agreements, commitments and writings in respect thereto, and may not be released, discharged, abandoned, changed, or amended in any manner, except by an instrument in writing, signed by duly authorized representatives of the parties. 15. Waiver of Rights The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 16. Enforceability In the event that one or more of the provisions contained in this Software License Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained herein. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized representative as of the date first set forth above. Private Radio Systems By Title LICENSEE By Title 3of4 ECR-5143 Rev A (3/1/95) Ericsson Inc. Private Radio Systems Mountain View Road Lynchburg, Virginia 24502 Phone:1-800-431-2345 Fax: (804) 528-7489 ECR-5143A 01995 Ericsson Inc. 3195 n Private Radio Systems Software License Agreement Exhibit A Name of Licensee as shown on attached Software License Agreement: System Contract/Requisition No.: Commencement Date: OTY Software Description Hardware Description Software PL Control/Main Getc-600 Mhz MASTR II,lle,lll Stations 19A149256 Control/Main GETC - 900 Mhz MASTR 11,11e,111 Stations 19A705595 System Control Module MASTR Ile,lll Stations 344A3307 Digital Signal Processing Module MASTR Ile,lll Stations 344A3309 Conventional Network Interface GETC Station Option: CNI GETC 344A3497 SCAT GETC Station Option: SCAT GETC 344A3835 Feature Expansion Bd. Software Turbo GETC 344A4414 Site Controller Application VAX Site Controller 344A3265 Site Controller Application PDP Site Controller 19A149275 RANGR Test Mobile Test, Alarm & Control Unit 19A705272 Alarm & Control Unit Test, Alarm & Control Unit 19A705307 Centralized Interface Control Software Centralized Telephone Interconnect 344A3746 System Manager Application Software PDP System Manager 19A149495 Sys. Mgr. Core -Feature Application Sftw VAX System Manager 344A4067 # of Sites licensed to manage via CAL or Site Controller regardless of port availability Al System Manager Licensed to manage 1 site A2 System Manager Licensed to manage up to 5 sites A3 System Manager Licensed to manage up to 10 sites A4 System Manager Licensed to manage up to 20 sites A5 System Manager Licensed to manage up to 30 sites Sys. Mgr. Mid -Feature Application Sftw VAX System Manager 344A4582 # of Sites licensed to manage via CAL or Site Controller regardless of port availability Al System Manager Licensed to manage 1 site A2 System Manager Licensed to manage up to 5 sites A3 System Manager Licensed to manage up to 10 sites A4 System Manager Licensed to manage up to 20 sites A5 System Manager Licensed to manage up to 30 sites Sys. Mgr. Full -Feature Application Sftw VAX System Manager 344A4583 # of Sites licensed to manage via CAL or Site Controller regardless of port availability Al System Manager Licensed to manage 1 site A2 System Manager Licensed to manage up to 5 sites A3 System Manager Licensed to manage up to 10 sites A4 System Manager Licensed to manage up to 20 sites A5 System Manager Licensed to manage up to 30 sites Voter GETC PST Voter 19A149567 ERICSSON Private Radio Systems Software License Agreement Exhibit A OTY Software Description Hardware Description Software PL TUAI GETC Test Unit Alarm Interface (Simulcast) 19A705850 Alarm Shelf Software Simulcast alarm Shelf 344A3095 Alarm Computer Operational Code Simulcast alarm Computer 344A3279 Request Status Monitor Software Request Status Monitor 344A3489 Multisite Application Software MSC-1 (OBSOLETE) 19A149815 Console TSIN GETC C3 Modular Console/MSC 19A149501 C3 Maestro Software C3 Maestro Console 344A3922 Console Logic Board Software C3 Maestro Console 344A4245 Multisite Controller Code MSC -II Controller Board 344A3465-68 Multisite Audio Code MSC -II Audio Board 344A3557-64 Multisite Translator Code MSC -II Translator Board 344A3569-70 Conventional Interface Software MSC-1I Conventional Interface 344A3694 Multisite CEC/IMC Manager Software MOM PC 344A3630 Console Interface Unit Software VoiceGuard - DES 19A705868 Console Interface Unit Software VoiceGuard - VGE 19A705869 Radio Data Interface Software Radio Data Interface 19A149657 CommSery Application Software EDACS CommSery 344A4712 UC-NET Node Logic Board Software UC-Net Node 344A4198 RANGR Control Station Software RANGR Desktop/Wall-Mount Station 19A705231 MTD Control Station Software MTD Desktop Station MDX,ORI 344A3758 Radio Control Software (628 Controller) M-PA and MTL Portables (800 MHz) 19A149863 Radio Control Software (628 Controller) M-PA and MTL Portables (900 MHz) 19A149918 Radio Control Software (081 Controller M-PA EDACS Portable 344A4614 Radio Control Software M-PA Aegis Portable 344A4415 Radio Control Software M-PA (Aegis) VGE 344A4421 Radio Control Software M-PA (Aegis) DES 344A4419 Radio Control Software (w/non-Aegis VG M-PA VoiceGuard (VGE) 344A3705 Radio Control Software (w/non-Aegis VG M-PA VoiceGuard (DES) 344A3703 VGT9600 Voice Guard Software VGT9600 (VGE) 344A3437 VGT9600 Voice Guard Software VGT9600 (DES) 19A149644 Radio Control Software PCS DM Portable 344A4272 Radio Control Software MRK-I (128) 344A4862 Radio Control Software MRK-II (128) 344A4716 Radio Control Software Orion Mobile (Aegis) 344A4893 RANGR Software RANGR Mobile,FMD(2k serial),simulcast C C monitor 19A149268 Radio Control Software MTD Mobile (800 MHz) (Data-MSP) 344A3131 Radio Control Software MTD Mobile (900 MHz) (Data-MSP) 344A3397 Radio Control Software TMX Mobile (900 MHz) 19A705917 Radio Control Software MDX DF 800 MHz Mobile 344A4649 Radio Control Software MDX DF 900 MHz Mobile (Siemens) 344A4920 Radio Control Software MDR 800 MHz Duplex Mobile 344A4271 Control Unit Software S825 Control Unit (flash code) 344A4218 2 of 4 ECR-5144 Rev A (311/95) Private Radio Systems Software License Agreement Exhibit A OTY Software Description Hardware Description Software PI. Control Unit Software S825 Control Unit for units using EPROM chip 19A149935 Vehicular Repeater Software RANGR Vehicular Repeater 19A149775 Alphanum. FMD FMD ALPHNUM SK PARALLEL 344A3892 DVIU AME DES DVIU AME DES 344A4513 DVIU AME VGE DVIU AME VGE 344A4516 AME VGT9600 DES AME VGT9600 DES 344A4551 AME VGT9600 VGE AME VGT9600 VGE 344A4553 Link GETC Getc link 800/900 Mhz 344A4895 GETC le(control) Wband stations,Sat Rec.,Simulcast 349A9607 MDX 900 Test Unit MDX 900 Test Unit 349A9712 MDX 800 Data Radio MDX 800 Data Radio 349A9753 Radio Control Software MRK 1 (256k) 349A9842 Radio Control Software MRK II (256k) 349A9845 MRK/Orion Aegis VGE(ADI) MRK/Orion Aegis VGE(ADI) 349A9848 MRK/Orion Aegis ADI MRK/Orion Aegis ADI 349A9851 EDG Application EDG Application 349A9891 EDG CAP Bd. EDG CAP Bd. 349A9892 EDG 1/0 Bd. EDG VO Bd. 349A9893 JESSICA Application JESSICA Application 349A9982 JESSICA MD110 JESSICA MD110 349A9986 JESSICA Network/Data Network Data VME Controller 349A9983 MDX (Aegis) w/o GEMark MDX (Aegis) w/o GEMark 350A1136 S550 Controll Unit Test, Alarm & Control Unit 19A703104 C3 Console Software CML Console 19A149497 Multisite Clock Board Software MSCII Clock Board 344A3693 Radio Control Software MPD Portable 19A149493 Radio VO Software MPD Portable 19A149062 Radio Control Software MPD VoiceGuard 19A149712 Radio VO Software MPD VoiceGuard 19A149062 Radio VO Software (628 Controller Bd.) M-pa and Mtl Portables (800 Mhz) 19A149861 Radio 1/0 Software (081 Controller Bd.) M-PA EDACS Portable 349A9567 ICP Software MRK and Orion Portables 344A4708 RCP Software MRK and Orion Portables 344A4867 CALBCU Application Software CAL/BCU Application 350A1103 CAL/BCU Network Data Network Data VME Controller 349A9983 3 of 4 ECR-5144 Rev A (3/1/95) Ericsson Inc. Private Radio Systems Mountain View Road Lynchburg, Virginia 24502 Phone:1-800-431-2345 Fax: (804) 528-7489 Printed in U.S.A. ECR-5144A 01995 Ericsson Inc. 3/95 23 MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF LUBBOCK AND ERICSSON 1) This contract is contingent upon the availability of the KLBK site or a mutually acceptable tower site. The KLBK tower site will be the primary site for the radio system, with the 302 Municipal Drive site as the backup. In the event the KLBK site should not be available, or the FCC not approve the use of the KLBK tower site, Ericsson will install the equipment at a mutually acceptable tower site with no change in cost to'the City. In addition, Ericsson agrees to prepare all FCC documents for use of the KLBK tower. 2) A complete intermodulation study on all frequencies (transmit and receive) is to be completed for the KLBK tower within thirty (30)days of contract. 3) Installation of the infrastructure and control stations is a part of this contract to the City of Lubbock. These installations shall be completed prior to final acceptance of the system. 4) All installation designs and configurations must be approved by the City of Lubbock, such approval shall not be unreasonably withheld. 5) The City of Lubbock is granted permission to copy all or part of any and all documentation provided by the seller, for it's own use, under the conditions of the Confidentiality, Section 20, of the contract. 6) ERICSSON agrees that no equipment or services shall be provided by Ericsson to any city or other agencies and organizations, with the sole intent to be used on the City of Lubbock's radio system, without the written authorization from the City of Lubbock. Authorization may only be provided by the City Manager or the City Manager's designee. City Manager designees: Thomas W. Tuning Managing Director Information & Communication Services 916 Texas Ave. Lubbock, TX 79401 Paul Thomas Radio Shop Supervisor 302 Municipal Drive Lubbock, TX 79403 Doug Davenport Communications Center Supervisor 916 Texas Ave. Lubbock, TX 79401 7) Software services shall be provided by Ericsson for a five year period from contract execution date, at no extra cost to the City of Lubbock. 8) Ericsson guarantees the prices quoted in this contract in accordance with pricing Section 10, Page 3, of its Best and Final Offer. Prices of new products introduced shall be available at the rate of twenty-five percent (25%) from the published price in the Ericsson Mobile Equipment Catalogue. 9) Ericsson guarantees that will be supported, including minimum of 10 years from the Ericsson will replace the equipment and or software to supplied system. all equipment and software parts availability, for a date of this contract or equipment with equivalent work within the originally 10) ERICSSON guarantees that parts ordered under warranty will be provided within 14 days of the date requested. 11) The City of Lubbock has the right to approve or reject the site manager, project manager, contract manager and system engineer with cause. 12) Ericsson agrees that all personnel assigned to the City of Lubbock project will be fully experienced and qualified personnel. 13) Ericsson will provide operator training for the supplied equipment, the City of Lubbock may video tape such training for use in conducting its own future employee training. 14) Ericsson agrees to perform standard tests on all site equipment within 90 days of warranty expiration and to provide the parts to correct any deficiencies. 15) Ericsson guarantees that the backup radio site will activate immediately upon an operator activated switch over of the primary site to the backup site. 16) Acceptance test will be in accordance with Ericsson's proposed test plan. In addition, the system is not accepted until seventy-five percent (75%) of the terminal equipment ordered on this Contract is installed and operational. The Acceptance Test shall not be unreasonably delayed by the City. 17) Attached is the final end user equipment list. REQUESTED EQUIP. UNITS EQUIPMENT DESCRIPTION UNIT TOTAL kfrastructure COST COST Primary Site 20 Repeaters 1 KLBK 20 Charnel Trunk System $274,023 $274.023 Antenna System 1 Complete Antenna System With Preamp INCLUDED IN SITE GEAR Console Switch 1 Central Electronics Bank $147,784 $147,784 Consoles 6 C3 CRT Consoles WIO Furniture $15.648 i93.888 With Encrypted Backup contra Station Instant Recall Recorders 7 Dictaphone Insbtt Recall Recorders $3.636 $255.452 System Alarm Unit 0 System Alarm Urvit $14,119 $0 System Management 1 4 System Managers Terminals $76,248 $78,246 Engineering Service 1 Servicaal Engin wing $211,125 $211.125 Arnnual SO&NWe Services 5 Per Year, 5 Years Annualized $0 $0 Furnished for 5 years Backup Site 10 Repeaters 1 302 Municipal Drive With Site Controller $162.928 $162,928 Fiber Optics Termination 0 Four Points Fiber Optics Termination $19,750 $0 WCLUDES CHAN BANK DrffncultCoverage Areas UMC 1 University Medical Center All Areas $7AW i7AW SWBT 0 South Western Ball Building AA Areas $5.000 $0 South Plains Mall 1 South Plains Mall A8 Areas TESTED OK 1-27 Subterranean Areas 1 AN Subterranean Areas of 127 TESTED OK Methodist Hospdat 1 All Areas Of Hospital 57,500 $7,500 St. Mary Of The Piam Hospital 1 SL Mary Of the Plains Hospital AN Areas $5.01010 $5.000 Municipal Square 1 AN Areas Of Munnicipd Square $SPW $5.000 Sam's Club 1 AN Areas Of Sam's Club TESTED OK Buffalo Springs Lake 0 AN Areas Around Buffalo Springs Lake $19,125 $0 Lake Ransom Canyon 1 AN Areas Around Lake Ranson Canyon WCLUDED W BUFFALO LAKE COST Public Safety Portables Portables 351 MRK Level Y Portable Radios $1.944 i682,344 MRK Scan Unit Intrinsically Safe 13 MRK Level II Intrinsically We Potables $1,976 $25,688 MRK Scan Unit Encrypted 41 MRK Level Y Encrypted Portable Radios $2.163 $W,683 MRK Scan Unit System Encrypted 71 System Encrypted Public Safely Portable $2,W $169" Carrying; Cases 12 MRK Leath r Carrying Cases $44 $M Collar Microphones 346 MRK Collar Speaker Microphones $124 $42,904 Desktop Chargers 293 MRK 110 VAC Desktop Chargers $86 $Z.198 Baru Chargers 6 MRK 110 VAC MtIi-port Chargers $517 $3,102 TOTAL THIS PAGE $2,054,441 REQUESTED EQUIP. UNITS EQUIPMENT DESCRIPTION UNIT TOTAL COST CAST PUBLIC SAFETY PORTABLE RADIOS CONTINUED Gain Artanina 130 3 dB Gain Artannas $24 $3,120 Vehicular Chargers 130 MRK 12/16 VDC Vehicle Adapter/Charger $488 $63,440 WITH STD MIC Vel*Ailar charger heads 111 Vehicular charger heads $487 =5 AW Noise CwmWV Microphone 16 MRK Vehicle Adapter Noise Cancel. Mic. $37 = DEL STD MIC Bank Chargers 0 Bank Chargers $517 $0 Four Bank on board Charger 27 LW 12M 6 VDC Muki-port Chargers $844 $22.788 Be@ Gip 50 Belt Gip $20 $1,000 Belt Swivel 32519B233243G3 $12 $3,900 Soon Airpeck trnterhoe 3 Interface to Scott Airpack for MRK S= $I AW Motor Cycle Helmet Krt 10 Motor Cycle Helmet Kit $623 $6.230 Extra Batteries 0 MRK Additional Batted" $106 $0 Wrinsical y Sate Batteries 0 MRK Additional Intrinsically We Batteries $138 $0 Ear Pieces & Mic Combo for SWA 10 Ear Pieces & Mic Combo for SWAT $625 $6.250 D-Ring Swivel & Loop 85 D-Ring Swivel & Loop i98 $3= Public Works Portables Portables 202 MRK Level 9 Portable Radios $1 A" Intrinsically Sate 53 MRK Intrinsically Sale Portable Radios $I A76 Carrying Cases 126 MRK Leather Carrying Caws $44 Corr Microphones 0 MRK Corr SF,ikrAc. $124 Desktop Chargers III MRK 110 VAC Desktop Chargers $86 Vehicular Chargers 194 MRK 12116 VDC Vehicle Adapter/Charger $488 Noise C "Ung Microphone 0 MRK Vehicle Adapter Noise Cancel. Mic. $37 Gain Antenna 194 3dB Gain Antermas $24 Noise Car"wv Microphons 0 MRK 12t16 VDC Multi -port Chargers $0 Belt Clip 126 BA Clip $20 Extra Batteries 0 MRK Additional Batteries $108 wdnsicauy Sate Batteries 0 MRK Additional Intrinsically Safe Batteries $138 DAM Swivel & Loop 3 D-Ring Swivel & Loop $38 Public Safely Mobile Radios Trunk Mount 278 Trunk Mount Orion Mobile Radios • 12 WATT $Z384 Noise Canceling Microp► o e+A54 43 Noise Canceling Maophons for Orion $37 Gain Araernnit 278 3dB Gain Antauws $24 Large vehicle Installation 0 Large vehicle Installation $108 Public works Mobile Radios Under Dash Mount 183 Under Dash MDX Mobile Radios $1,436 Additional kn4allation Kits 1 AddAwW Under Dash Installation Kits $165 Gain Antenna 183 3dB Gain Antennas $24 Noise Canceling Microphone 0 Noise Canceling Microphone for Orion $37 REQUESTED EQUIP Public Works Mobile Radios Trunk Mount Noise Canceling Microphone Gain Antenna Large Vehicle instal" rt Control Stations Control Stations WITHOUT Batteries Antennas Coax Cable Remote Controllers TOTAL THIS PAGE UNITS EQUIPMENT DESCRIPTION 84 Trunk Mound MDX Mobile Radios 0 Noise Canceling Microphone for Orion 84 3 dB Gain Antennas 0 50 Remote Capability 50 6 dB Gain Antennas 50 Reis of I Ir Jacketed Coax UNIT COST i1.582 $37 $24 $108 $M,688 MRK Scan Unit $104,728 MRK Scan Unit $5,544 $0 $9.546 $94,672 WITH STD MIC $0 DEL STD MIC $4,656 DEL BY ADDENDUM $2,520 Standard Belt Cup $0 $0 $114 $662,752 WITH STD MIC LESS RDI $1,591 DEL STD MIC $6,672 $0 $262,788 WITH STD MIC $165 $4,392 $0 DEL STD MiC $1,718,941 TOTAL COST $132A88 WITH STD MIC LESS REM $0 DEL STD MIC $2,016 $0 52,660 $133,000 WITHOUT STBY BATTERY $102 $5.100 gdB GAIN INCLUDED WITH STATIONS SUPERFLEX Single Channel 73 Sln& Channel Remote Controllers $689 $46,647 Muhl Channel 2 Multiple Charnel Remote Controllers $12572 $25,144 WITH UPS Spare Units Spare Portable Radios 34 Additional Portable Rados For Spares $1.9" $66,096 MRK Scan Unit Spare Intrinsically Safe Unit 1 Additional Ir*mwc* Safe Portable $1,976 $1,976 MRK San Unit Spare Encrypted Portable 1 Additional Encrypted Portable $2,163 $2,163 MRK San Unit Spare Mobile Radios 16 Additional Mobile Redas For Spares $2,603 $41,648 WITH STD MIC LESS RDI SUBTOTAL SPARES $111 A83 Training Hours Vendor Provided Training Operator Training 32 Training For Dispatch Personnel INCLUDED Field Unit Training 24 Training For Field Unit Operators INCLUDED Tech. Training at Lubbock 240 Ttmdk ► For Gills Service Technicians INCLUDED O J T Tech. Training at Vendors 720 Training For CiVs Service Technicians $15.570 $15,570 TOTAL THIS PAGE $472,248 Warranty Year DESCRIPTION UNIT COST TOTAL COST Warranty on Systam as Proposed 1 EGE Supplies Labor/Parts with 30 Mix. Response $99, m $99AW Extension of Standard warm -Ay Warranty an EGE Manufacture 2 EGE Supplies Labor/Pads with 30 Min. Response $261.500 $261,500 hems Less Balter" 8 Antwnas Warranty an Instant Recall Rec. 2 Lab"fi-A is Dkb#mw Not Available Warranty on EGE Manufacture 2 EGE Supplies Lab"/Parts with 30 Mix. Response $270.129 $270,129 koms Less Batteries & Antennas Warranty an k►stard Reath Rae. 3 Labor/Parls Dictaphone Not Available PARTNERSHIP CRY OF LUBBOCK / EGE PARTNERSHIP Labor Credit 1 City Provides Labor, EGE Supplies Parts ($99,890) ($99,890) Labor Credit EGE Mfg. Items 2 City Provides Labor, EGE Supplies Parts cBat & Ant ($261,600) (linl A00) Labor Credit EGE Mfg. kerns 3 City Provides Labor, EGE Supplies Parts -cEW & Ant ($270.129) ($270.129) ADDITIONAL ITEMS NEEDED BUT OVERLOOKED Prograrn ring Setup 1 Compfets Programming Unit s9AW 1 SAN Battery Analyzer BC35060Jbal 117 0 Nicad Bafiery Analyzer - Rejuvenator $826 s0 Optional hem Key loader 1 Encryption Keyieader and Cables $1.%7 $1.%7 Optional Far Piece 0 Optional Ear Piece For Portable s29 $0 Optional tan Handset 0 Plug in Handset $255 $0 Optional kern TOTAL THIS PAGE 310960 TOTAL FROM PAGE 1 s2AS4,441 TOTAL FROM PAGE 2 $1.718.941 TOTAL FROM PAGE 3 $472" TOTAL SYSTEM PRICE AS SPECIFIED $4,256AW DISCOUNT With to quantities shown, we we pleased to offer the SPARE UNITS AS SHOWN ON PAGE 3 Q NO COST (s111,883) ($111,883) City of Lubbock EGE partnership CREDIT FOR SELECTED SHOWING OF SYSTEM ($130,000) ($130,000) credIN. CREDIT FOR TECHNICAL TRAINING (s15570) (s15570) PRICE TO CITY OF LUBBOCK $4,014.707 Agreement No. MCB-SL-2 E Private Radio Systems Software License Agreement I. License 2. License 2.1 The nonexclusive, non -transferable, fully paid Ericsson Inc. corporation of the State of Delaware with license granted hereunder gives Licensee the right offices at Mountain tain View Road, Lynchburg, Virginia, 24502 hereby grants to to use each Licensed Program and any modifications thereof only for its own purposes on Name the Designated System. A separate license is required for use of a Licensed Program on equip- ment other than the Designated System. Address 2.2 Any interface protocol developed by Ericsson and provided to Licensee under this Software Agreement may be used by the Licensee only for Address its own purposes on the Designated System. Licensee may not divulge, release or sell to any (hereinafter 'Licensee") and Licensee accepts, subject to the third party this interface protocol nor any mod - terms and conditions of this Software Agreement, a non- ifications or applications developed by the transferable, nonexclusive, fully paid license to use the Licensee which incorporate this interface protocol. Licensed Programs only on the Designated System, each 2.3 Certain third party vendor equipment (such as identified as follows: computers) includes embedded software which is LICENSED PROGRAMS licensed by the vendor and is not the subject of Exhibit A to this Agreement list the quantity, a brief description, this Software License Agreement. license restrictions, if any, and the Software Drawing Number 2.4 Software embedded in two-way radios purchased of the software contained under this Agreement. from Ericsson as part of the Designated System is DESIGNATED SYSTEM covered under the warranty provisions of the The System purchased by Licensee from Ericsson under above -identified contract. Contract(Requisition Number and 2.5 Ericsson PC Programmers purchased for use with installed at The the Designated System are covered under a term of this Software License Agreement is perpetual, separate software license. commencing on (specify date) 3. Assignment The license granted hereunder may not be assigned or 1. Definitions transferred without the prior written consent of Ericsson. 1.1 'Licensed Program" means each program listed in Exhibit A, including use restrictions, in machine 4. Coples/Modifications readable or printed form, related supporting mate- 4.1 Ericsson hereby grants Licensee the right to make rials in machine readable or printed form, any copies of each Licensed Program provided in updated or modified program or program portion machine readable form as necessary for use on furnished to Licensee by Ericsson and any the Designated System and for archival purposes materials provided under any Ericsson software only. maintenance or support service, including copies 4.2 Additional copies of printed materials may be thereof. obtained from Ericsson at the charges then in 1.2 'Designated System' 'Designated System" means effect. the system(s), including mobiles and portables, 4.3 Licensee may modify any Licensed Program in purchased by the Licensee from Ericsson. machine readable form only for its own use on the Designated System. she City of Lubbock has the right to make copies for users on the City's System. ERICSSON i 4.4 While Ericsson offers support and maintenance of Licensed Program, modified Licensed Programs and programs written by Licensee do not qualify for such support and maintenance, and Ericsson assumes no responsibility for the operability or use thereof. 4.5 Licensee agrees that any copyright notice and/or proprietary notice appearing on and/or in Licensed Programs will be reproduced and included on and in any copies and modifications of Licensed Programs, in whole or in part. 5. Title 6. 7. Ericsson either owns or has the right to license Licensed Programs. As between Ericsson and Licensee, Licensed Programs, all copies thereof, in whole or in part, and any modifications thereof, shall remain the property of Ericsson. Protection of Licensed Programs 6.1 Licensee agrees not to provide or otherwise make available any Licensed Program or portion thereof to any third party and to keep such materials in confidence.: Licensee shall use each Licensed Program only on the Designated System. 6.2 Licensee's obligation with respect to disclosure and use of Licensed Programs shall terminate with respect to any part thereof which Licensee can show was rightfully in its possession prior to the disclosure made by Ericsson, or which subsequently , came, into possession through channels independent of Ericsson, or which was independently developed by employees of Licensee who had not had access to Licensed Programs, or which appears in any printed publication other than as a breach of any obligation owed by Ericsson, or which is disclosed with the prior written, permission of Ericsson. 6.3 Notwithstanding the obligations on disclosure and use set forth herein, Licensee may disclose the Licensed Programs to third parties insofar as is necessary to satisfy a proper court order, subpoena, litigation discovery demand or ad- ministrative or regulatory proceeding, provided that Licensee takes advantage of all available and appropriate measures, such as (but not limited to) in camera proceedings or the Freedom of Information Act, 5 USC552, to prevent further disclosure of the licensed Programs. 11. Warranty and Liability �01 Warranty 3"IV �� Ericsson warrants, for. a period of ninety ie) days com- mencing with the date of Licensee's acceptance of their Designated System, that any Licensed Program furnished to Licensee under this Agreement shall be capable of successfully operating on the Designated Equipment in accordance with the logic defined in the Operator's Manuals when the system is supplied with correct input data. If, on the basis of evidence submitted to Ericsson within the term of this warranty, it is shown that any Licensed Program does not meet this warranty, Ericsson !~.. will, at its option, either correct the defect or error in the Licensed Program, free of charge, or make available to Licensee a satisfactory substitute program. The foregoing warranty is exclusive and in lieu of all other war- ranties whether written, oral, implied or statutory. No Im- plied or statutory warranty of merchantability or fitness for a particular purpose shall apply. 1. Limitation of Liability Ericsson's liability on any claim of any kind including negligence, for any loss or damage arising out of, connected with or resulting from this Agreement or Licensed Program slivered hereunder, or from the performance o thereof, shall not in any event exceed ten per n ) of the value of the contract or requisitions specified above. In no event, whether on warranty, contract, or negligence, shall Ericsson be liable for special, incidental, indirect or consequential damages including, ,but not limited to, . loss of profits or revenue, loss of use of any equipment, cost of capital, or any other loss that may result directly or indirectly from use of Licensed Programs or from failure of the Licensed Programs to operate as intended. 9. Indemnity Ericsson shall hold Licensee harmless against, and shall handle, defend or settle any claim, suit or other proceed- ing brought against Licensee based upon an allegation that the use of any Licensed Program furnished pursuant to this Agreement constitutes an infringement of any United States patent, copyright or trade secret, provided that Ericsson is notified promptly in writing of such allegation, suit or proceeding and given full and complete authority, information and assistance (at Ericsson's expense) for the defense and settlement of the same. Ericsson shall pay all damages and costs awarded in such suit or proceeding, provided Licensee or its agents does not by any act (including any admission or acknowledgment) materially impair or compromise the defense of such suit or proceeding. If during the first year of this license term such Licensed Program is in such suit or proceeding held to constitute infringement, and its use is enjoined, Ericsson shall, at its own option and expense, either promptly procure the right for continued use of such Licensed Program by Licensee, or, if the performance thereof will not thereby be materially adversely affected, promptly replace or modify such Licensed Program so that it becomes non -infringing. Ill. General 10. Substituted Equipment 10.1 Licensee may substitute other hardware in the Designated System on a one -for -one basis provided that the substituted equipment is compatible with the Licensed Programs. 2of4 ECR-5143 Rev A (3/1/95) 11. Term, Termination and Expiration 11.1 This Software License Agreement is effective as of the date recited in the preamble above when signed by both parties. 11.2 This Software License Agreement shall remain effective in perpetuity. 11.3 If Licensee fails to perform any obligation or undertaking to be performed by it under this Software License Agreement and fails to correct such deficiency within thirty (30) days after notice by Ericsson, Ericsson may thereafter pursue any available legal remedy to recover damages suffered by Ericsson as a result thereof. 11.4 Licensee may terminate this Software License Agreement and the License granted hereunder at any time for any reason upon notice to Ericsson. 12. Notices 12.1 All notices hereunder shall be in writing and sent to: LICENSEE Name Address `�. Address Ericsson Inc. Private Radio Systems Mountain View Road Lynchburg, Virginia 24502 Attention: Mgr., Software Programs Marketing 12.2 The addresses and individuals recited above may be changed by notice as specified above. 12.3 Notices required or permitted hereunder and sent as specified above shall be deemed given (a) when delivered or (b) five (5) days after mailing by prepaid first class mail, whichever is earlier. 13. Applicable Law This agreement shall be interpreted and the legal relations between the parties determined in accordance with the laws of the State of Nev9YbrK US 7'e x A 5 o f- 14. Overriding NaturefEntire Agreement This agreement supplements the Contract between the parties to purchase the Designated System. In the event of a conflict between this Software License Agreement and said Contract, the terms of said contract shall take precedence. This Agreement and said contract contain the entire agreement and understanding between the parties respecting the subject matter hereof and supersedes all previous negotiations, agreements, commitments and writings in respect thereto, and may not be released, discharged, abandoned, changed, or amended in any manner, except by an instrument in writing, signed by duly authorized representatives of the parties. 15. Waiver of Rights The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 16. Enforceability In the event that one or more of the provisions contained in this Software License Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained herein. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed on its behalf by its duly authorized representative as of the date first set forth above. Private Radio Systems By Title LICENSEE By Title 3of4 ECR-5143 Rev A (311/95) Ericsson Inc. Private Radio Systems Mountain View Road Lynchburg, Virginia 24502 Phone:1-800-431-2345 Fax: (804) 528-7489 Printed in USA ECR-5143A 01995 Ericsson Inc. 3195 Private Radio Systems Software License Agreement Exhibit A Name of Licensee as shown on attached Software License Agreement: System Contract/Requisition No.: Commencement Date: ATY Software Description Hardware Description Software PL Control/Main Getc-800 Mhz MASTR 11,11011 Stations 19A149256 Control/Main GETC - 900 Mhz MASTR 11,11011 Stations 19A705595 System Control Module MASTR Ile,Ill Stations 344A3307 Digital Signal Processing Module MASTR Ile,lll Stations 344A3309 Conventional Network Interface GETC Station Option: CNI GETC 344A3497 SCAT GETC Station Option: SCAT GETC 344A3835 Feature Expansion Bd. Software Turbo GETC 344A4414 Site Controller Application VAX Site Controller 344A3265 Site Controller Application PDP Site Controller 19A149275 RANGR Test Mobile Test, Alarm & Control Unit 19A705272 Alarm & Control Unit Test, Alarm & Control Unit 19A705307 Centralized Interface Control Software Centralized Telephone Interconnect 344A3746 System Manager Application Software PDP System Manager 19A149495 Sys. Mgr. Core -Feature Application Sftw VAX System Manager 344A4067 # of Sites licensed to manage via CAL or Site Controller regardless of port availability Al System Manager Licensed to manage 1 site A2 System Manager Licensed to manage up to 5 sites A3 System Manager licensed to manage up to 10 sites A4 System Manager Licensed to manage up to 20 sites A5 System Manager Licensed to manage up to 30 sites Sys. Mgr. Mid -Feature Application Sftw VAX System Manager 344A4582 # of Sites licensed to manage via CAL or Site Controller regardless of port availability Al System Manager Licensed to manage 1 site A2 System Manager Licensed to manage up to 5 sites A3 System Manager Licensed to manage up to 10 sites A4 System Manager Licensed to manage up to 20 sites A5 System Manager Licensed to manage up to 30 sites Sys. Mgr. Full -Feature Application Sftw VAX System Manager 344A4583 # of Sites licensed to manage via CAL or Site Controller regardless of port availability Al System Manager Licensed to manage 1 site A2 System Manager Licensed to manage up to 5 sites A3 System Manager Licensed to manage up to 10 sites A4 System Manager Licensed to manage up to 20 sites A5 System Manager Licensed to manage up to 30 sites Voter GETC PST Voter 19A149567 W ERICSSON i b Private Radio Systems Software License Agreement I IExhibit A CITY Software Description Hardware Description - Software ,PL TUAI GETC Test Unit Alarm Interface (Simulcast) 19A705850 Alarm Shelf Software Simulcast alarm Shelf 344A3095 Alarm Computer Operational Code Simulcast alarm Computer 344A3279 Request Status Monitor Software Request Status Monitor 344A3489 Multisite Application Software MSC-1 (OBSOLETE) 19A149815 Console TSIN GETC C3 Modular Console/MSC 19A149501 C3 Maestro Software C3 Maestro Console 344A3922 Console Logic Board Software C3 Maestro Console 344A4245 Multisite Controller Code MSC-11 Controller Board 344A3465-68 Multisite Audio Code MSC-11 Audio Board 344A3557-64 Multisite Translator Code MSC-11 Translator Board 344A3569-70 Conventional Interface Software MSC-11 Conventional Interface 344A3694 Multisite CEC/IMC Manager Software MOM PC 344A3630 Console Interface Unit Software VoiceGuard - DES 19A705868 Console Interface Unit Software VoiceGuard - VGE 19A705869 Radio Data Interface Software Radio Data Interface 19A149657 CommSery Application Software EDACS CommSery 344A4712 UC-NET Node Logic Board Software UC-Net Node 344A4198 RANGR Control Station Software RANGR Desktop/Wali-Mount Station 19A705231 MTD Control Station Software MTD Desktop Station MDX,ORI 344A3758 Radio Control Software (628 Controller) M-PA and MTL Portables (800 MHz) 19A149863 Radio Control Software (628 Controller) M-PA and MTL Portables (900 MHz) 19A149918 Radio Control Software (081 Controller M-PA EDACS Portable 344A4614 Radio Control Software M-PA Aegis Portable 344A4415 Radio Control Software M-PA (Aegis) VGE 344A4421 Radio Control Software M-PA (Aegis) DES 344A4419 Radio Control Software (w/non-Aegis VG M-PA VolceGuard (VGE) 344A3705 Radio Control Software (w/non-Aegis VG M-PA VoiceGuard (DES) 344A3703 VGT9600 Voice Guard Software VGT9600 (VGE) 344A3437 VGT9600 Voice Guard Software ` ' VGT9600 (DES) 19A149644 Radio Control Software PCS DM Portable 344A4272 Radio Control Software MRK-I (128) 344A4862 Radio Control Software MRK-11 (128) 344A4716 Radio Control Software Orion Mobile (Aegis) 344A4893 RANGR Software RANGR Mobile,FMD(2k serial),simulcast C C monitor 19A149268 Radio Control Software,'' MTD Mobile (800 MHz) (Data-MSP) 344A3131 Radio Control Software ` MTD Mobile (900 MHz) (Data-MSP) 344A3397 Radio Control Software TMX Mobile (900 MHz) 19A705917 Radio Control Software MDX DF 800 MHz Mobile 344A4649 Radio Control Software MDX DF 900 MHz Mobile (Siemens) 344A4920 Radio Control Software MDR 800 MHz Duplex Mobile 344A4271 Control Unit Software S825 Control Unit (flash code) 344A4218 2 of 4 ECR-5144 Rev A (3/1/95) Private Radio Systems Software License Agreement Exhibit A OTY Software Description Hardware Description Software PL Control Unit Software S825 Control Unit for units using EPROM chip 19A149935 Vehicular Repeater Software RANGR Vehicular Repeater 19A149775 Alphanum. FMD FMD ALPHNUM 8K PARALLEL 344A3892 DVIU AME DES DVIU AME DES 344A4513 DVIU AME VGE DVIU AME VGE 344A4516 AME VGT9600 DES AME VGT9600 DES 344A4551 AME VGT9600 VGE AME VGT9600 VGE 344A4553 Link GETC Getc link 800/900 Mhz 344A4895 GETC le(control) Wband stations,Sat Rec.,Simulcast 349A9607 MDX 900 Test Unit MDX 900 Test Unit 349A9712 MDX 800 Data Radio MDX 800 Data Radio 349A9753 Radio Control Software MRK I (256k) 349A9842 Radio Control Software MRK II (256k) 349A9845 MRK/Orion Aegis VGE(ADQ MRK/Orion Aegis VGE(ADI) 349A9848 MRK/Orion Aegis ADI MRK/Orion Aegis ADI 349A9851 EDG Application EDG Application 349A9891 EDG CAP Bd. EDG CAP Bd. 349A9892 EDG 1/0 Bd. EDG 1/0 Bd. 349A9893 JESSICA Application JESSICA Application 349A9982 JESSICA MD110 JESSICA MD110 349A9986 JESSICA Network/Data Network Data VME Controller 349A9983 MDX (Aegis) w/o GEMark MDX (Aegis) w/o GEMark 350A1136 S550 Controll Unit Test, Alarm & Control Unit 19A703104 C3 Console Software CML Console 19A149497 Multisite Clock Board Software MSCII Clock Board 344A3693 Radio Control Software MPD Portable 19A149493 Radio VO Software MPD Portable 19A149062 Radio Control Software MPD VoiceGuard 19A149712 Radio VO Software MPD VoiceGuard 19A149062 Radio VO Software (628 Controller Bd.) M-pa and MI Portables (800 Mhz) 19A149861 Radio VO Software (081 Controller Bd.) M-PA EDACS Portable 349A9567 ICP Software MRK and Orion Portables 344A4708 RCP Software MRK and Orion Portables 344A4867 CALBBCU Application Software CALBCU Application 350A1103 CALBBCU Network Data Network Data VME Controller 349A9983 3 of 4 ECR-5144 Rev A (3/1/95) Ericsson Inc. Private Radio Systems Mountain View Road Lynchburg, Virginia 24502 Phone:1-800-431-2345 Fax: (804) 528-7489 Printed in U.S.A. ECR-5144A ©1995 Ericsson Inc. 3/95 ............... 4 ...... ....... PRODUCER .... DATE (M 06/01/95 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION JOHNSON & HIGGINS OF TEXAS INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1601 ELM ST. STE 2100 DALLAS TX 75201 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE (214) 953-3200 CONTACT. DEBBIE BROWN COMPANY 06925-00000 GAW CITY A ST. PAUL GUARDIAN INSURED ERICSSON INC; PRrVATE RADIO SYSTEMS COMPANY 8 ST. PAUL MERCURY ATTN: BARBARA CAVIN 740 E CAMPBELL RD RICETX 75081 COMPANY C ST. PAUL FIRE & MARINE INSURANCE COMPANY COMPANY D ST. PAUL INSURANCE COMPANY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICYNUMBER POLICY EFFECTIVE DATE (MM=/M POLICY EXPIRATION DATE (MM/DWM LIMITS GENERAL LIABILITY TE09100317-3 04/01/95 04/01/06 GENERAL AGGREGATE 8 1,000,000 PRODUCTS - COMP/OP AM 8 1,000,000 A X commucLo.L GENERAL LIABILITY CLAIMS MADE � OCCUR PEFGONAL & ADV INJURY S 1.000,000 EACH OCCURRENCE S 1,000,000 OWNERS & CONTRACTOR'S PROT FIRE DAMAGE (AnW one fire) 8 1,000,000 MED EXP (Any one person) S 5,000 B AUTOMOBILE LIABILITY TF-09100317-2 04/01#V5 04/01#V6 COMBINED SINGLE UIAT S 1,000,000 X ANY AUTO BODILY INJURY owpe—) c ALLOWNEDAUTOS SCHEDULEDAuTos TE09 100317 (AOS) 04/01/95 04f01t96 BODILY INJURY (P- a-4denV C X HIRED ALr= X NON -OWNED AUTOS 060 MA 3179 (MA) 04J01#V5 04/01/96 RPFCPERTY DAMAGE 8 GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT S AGGREGATE * EXCESS LIABILITY EACH OCCURRENCE 8 AGGREGATE III FUMBRELLA FORM ]OTHER THAN UMBRELLA FORM C WORKERS COMPENSATION AND WVAG 104193 (AOS) X STATUTORY LIMITS C EMPLOYEW LIABILITY WVA9104192 (NJ) 04/01/95 04/01/96 EACH ACCIDENT 8 1,000,000 DISEASE - POLICY WIT 11; 1.000.000 D THE PROPRIETOR/ wim PARTNERS/EXECUTIVE VVVAS 104193 CM DISEASE - EACH EMPLOYEE S 1,0()0,000 OFFICERS ARE: EXCL OTHER DESCRIPTION OF OPERATIOUSAX)CATIONi/vgICLESISPECIAL -iITEMS RE: INSTALLATION OF AN 800 MHZ RADIO COMMUNICATION'NICATION SYSTEM AT CITY OF LUBBOCK, 1625 13TH ST., LUBBOCK, TX 79457. THE CITY OF LUBBOCK IS ADDITIONAL INSURED (EXCEPT ON WORKERS' COMP) AS RESPECTS THE REFERENCED PROJECT. Al CITY OF LUBBOCK 1625 13TH ST LUBBOCK TX 79457 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAX 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY NOONl0r-c-ftPvLNY. ITS AGENTS OR - REP Ew - OARED jw- ?`:R;:'+.;`r.'•. :';r:$3:'%:9l4. f.{'a% :?iiffi.•. iti">4'K{{::C{i':'isi"'•:ti::...•:$3SSS:i�:i::t�S?::in:jS;::o}}:;}}}}:i:}'isi snY?}Yii:•Yr::•i::�}}}:•}:Y}:•>}:'-Yi:•}?>}?}:•i:�?Yi:ni?:�:.::::.::: :::.: ::::::.: ::::...,:::.: ::}?: r DATE \ N MO XX 06f01/95 Y.•: :: Axn+ Y:{ }iWi ,a:}xnxaw}: };.;•Y' Y }v'• . Yr,W 2ri4 rC+ n. • ..:/.....i 1 r.tUt2i2t:x.:ht:.n}'r. tr.:::;i:S3S+:: l:$'i:i�I:},�:$i:?i:�:: �'':::'x?i'+'�'$: h::v. x.:,?:%i:$xi+.G%M�:::::::.:: �::..............:::v::...::::::..:•::::::::....:.._.:::.....:...:::....:::::.::......: v...... .. PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION JOHNSON & HIGGINS OF TEXAS INC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1601 ELM ST. STE 2100 DALLAS TX 75201 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE (214) 953-3200 CONTACT: DEBBIE BROWN 06925-00000 P CITY COMPANY, A ALLENDALE MUTUAL INSURANCE COMPANY INSURED ERICSSON INC; PRIVATE RADIO SYSTEMS COMPANY B ATTN: BARBARA CAVIN 740 E CAMPBELL RD RICHARDSON TX 75081 COMPANY C COMPANY D .:. .. .: .. +. .... r. x..::$ r.... ,r.....: ...... r.....vl....: ...... }..,.n .r.,. F. ..... r.... ..x.\.:. :}.::•. *Stv:..... n,: ;•.•..'i,. n.,, ..... v :.w:::?:.•.}v::S}:;i:.: }in}:)}:in:::•i:n:•}}:i+•} • ... n4. .........rt.............n4....:..................... .... .......r.....,.......u....:. r..... ).h......?...........}............,..............'n:•::::.�:.2i3x:s•:l:s•:; :.. n:: }:x:n...:.. xrr..:......v:.,v. r.. n.+:.....:r.. ».::n,v..., n n.v+. r...+.vAnv.:. ».., r}..::.•..,:..:}., n J..v..,.::.....rn:..:+:}:.....+.:r::.•$:•:n}}}:G}Y: }:Siir:•Yx•}}:Lf Y+viri»{•}x+:LSrrilC+nt :•:{:iri+fi iv:Y.•}Yrii:Vr}:h'i `Y.i•}?%-0GF:+.n}}f+/.{ i•}x YS:n}}S�r;:.:. x+i.":.�}:•ti�Ci"•}R-0N'v?l:�'Av3S: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CID LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE N� r POLICY (MEXPIRATION DI LIMITS DENERALLIABILm GENERAL AGGREGATE $ PRODUCTS -COMP/OPAGO S COMMERCIAL GENERAL LK131U Y CLAIMS MADE OCCUR PIERSONAL & ADV IN 0.JRiil S EACH OCCt41RENCE i OWNER'S & CONTRACTOR'S PROT FIRE DAMAGE (My one lire) $ MCD EXP Ww one pomon) S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S ANY AUTO BO L��INJURY $ ALL OWNED AUTOS SCHEDLXED AUTOS BOOLY INJURY_ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE S GARAGE LIABILITY AUT10 ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE S AGGREGATE $ UMBRELLA FORM S OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND STATUTORY LMRS EMPLOYERS' LLABILnY EACH ACCIDENT $ THE PROPRIETOR( Wa PARTNERS/EXECUTIVE DISEASE - POLICY LIMIT $ DISEASE -EACH EMPLOYEE S OFFKXRS ARE: EXCL OTHER 'ALL RISK'OF PHYSICAL LOSS A PROPERTY JTO51 09/01194 09/01/97 OR DAMAGE ON REAL AND/OR PERSONAL PROPERTY DESCRIPTION OFOPERATIONSILOCAnoiitHICLES/SPEctALITFMa RE: INSTALLATION OF AN 800MHZ RADIO COMMUNICATION SYSTEM AT CITY OF LUBBOCK, 1625 13TH ST., LUBBOCK, TX 79457. COVERAGE INCLUDES BUILDERS RISK FOR THE CONTRACT AMOUNT OF $4,014,707. THE CITY OF LUBBOCK IS ADDITIONAL INSURED AS THEIR INTEREST MAY APPEAR WITH RESPECT TO THE REFERENCED PROJECT. :.•.-:^^-T":..^,'>.��,.•,: a,✓a'T'r'��`?uvw}•+la�'Y.'?ia3tr "'�:+i'xo iNii%�`Y�4�'+.o5:: .,C:f �33�#%: .X�: .3"i'�`:T.n".�}S.ar.G'" $:':l{;:•:•i>i sttiij:<::jS�{"?�';}:i:^3?:•.::�:i::i:}..: ;� `:::•�i::i}•••:• .:?�} :,. ., ;f ?'ha':i x•'-+'.ar{u'-.•':k#.+�b"eat'.:a{<��.xyen:•shiSrt�:.:.?3.^:Ic:::R:lidk:.}.{�{:s>lSioc6�::-Y6xedraooe:ic: CITY OF LUBBOCK 1625 13TH ST LUBBOCK TX 79457 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY VnLL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED To THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL WPOSE NO OBLIGATION OR LIABILITY OF NO U ITS AGG�GEE/ENNTTSS��//yy TATIVES. TATIi�E yw-..• --v ..} .vn"" •N-":}xL{MXH:Sp:M. tOb}}:•: v::+f.!MY}v{..h}:A!•:fi}:J.+.4k,::J.-0Cn?^G:Y{^}}:^x{n::F.?{?t%.:^Yf.+i.{r.}x•'nYr} .. .. ..... ............%.{,.......r:..''C'.v...................•...+.......................n..:........:}...:. ....:.....::... r.. p`r`±[�7v��af�.' .. �. Nr..+. r.: .:..,?{.;:: ': :.•r ..,.n.,•... •$rv.:.••:Y:.v::C'vi::tnS: .Fl T�.'.T.h:1Y•�.1.:.�.�.. :.•:.v?:m:.n:,x,•.:i.:.:::\.:.v:::.Y.Y::.•.n.........x::?.::.iCv:.....S...W.•S'%.v.•.•}.,vv:vi..r..........?i......M :AUT:i . .IZED+ }. ...: nY. t`?Yi:{•v<•Y}:•xv :":4YFY.:?k:4::•i}v }}'r!•,.ar.' t.:.: .: it •:• ?.y :+.:.:.:.: v: .,.,.:..:.,y.; ...;.. ;. ...:: •{ ii:: ......................i.. f..1.F..iYSC}isxA.}.•..i:`}'/.31.{}:::;){i+::'wi�::$r:Y+:ice'}. :1!:ry +:'R::Fi:T�.Y.:�]1!.�:�•Y�t GHUBB GROUP OF INSURANCE COMPANIES CHLJBB 15 Mountain View Road, P. O. Sox 1615, Warren, New Jersey 07061-1615 FEDERAL INSURANCE COMPANY PERFORMANCE BOND Bond No. 81433577 Amount $ 4,014,707.00 `- - Know All Men By These Presents, _ . that we.. Ericsson Inc. 740 E. Campbell Road r Richardson, TX 75081 (hereinafter called the Principal), as Principal, and the FEDERAL INSURANCE COMPANY, Warren, New Jersey, a corporation duly organized under the laws of the State of Indiana, (hereinafter called the Surety), as Surety, are held and firmly bound unto City of Lubbock, 1625 13th St. Lubbock, TX 79457 (hereinafter called the Obligee), in the sum of Four Million, Fourteen Thousand, Seven Hundred and Seven and no/100-- --------------------------------- 7 ---------------------------------- Dollars ($ 4,017 ,707.00------), for the payment of which we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Sealed with'our seals and dated this 2 day of June 19 95. WHEREAS, the Principal entered into a certain Contract with the Obligee, dated June 8, , 1995 , for Provide and Install 800 MHZ Radio Communications System Per Project Number 13040 in accordance with the terms and conditions of said Contract, which is hereby referred to and made a part hereof as if fully set forth herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the above bounden Principal shall well and truly keep, do and perform each and every, all and singular, the matters and things in said Contract set forth and specified to be by said Principal kept, done and performed, at the times and in the manner in said Con- tract specified, or shall pay over, make good and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the part of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect, subject, however, to the following conditions: PRI O Form 15-02-0001 (Rev. 4-90) (over) M•18136 (10M) u. a Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls due. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the heirs, executors, administrators or successors of the Obligee. Ericsson Inc. Principal By: FEDERAL INSURANCE COMPANY By: Z.Z� Lillian Burford Attorney -in -Fact POWER OF ATTORNEY Know all iJlen by these Presents, That the FEDERAL INSURANCE COMPANY, 15 Mountain View Road, Warren, New Jersey, an Indiana Corpora- tion, has constituted and appointed, and does hereby constitute and appoint Lillian Burford, R. Ke'vin Dwyer, Eddie Monteith and Howard W. Marsh of Dallas, Texas ------------------------------------------------------------- each Its true and lawful Attorney -in -Fact to execute under such designation in its name and to affix its corporate seal to and deliver for and on its behalf as surety thereon or otherwise, bonds of any of the following classes, to -wit, 1. Bonds and Undertakings (other than Bail Bonds) filed in any suit, matter or proceeding in any Court, or filed with any Sheriff or Magistrate, for the doing or not doing of anything specified in such Bond or Undertaking. 2. Surety bonds to the United States of America or any agency thereof, including those required or permitted under the laws or regulations relating to Customs or Internal Revenue; license and Permit Bonds or other indemnity bonds under the laws, ordinances or regulations of any State, City, Town, Village, Board or other body or organization, public or private; bonds to Transportation Companies, Lost Instrument bonds; Lease bonds, Workers' Compensation bonds, Miscellaneous Surety bonds and bonds on behalf of Notaries Public, Sheriffs, Deputy Sheriffs and similar public officials. 3. Bonds on behalf of contractors in connection with bids, proposals or contracts. in Wltrtesa whereof, the said FEDERAL INSURANCE COMPANY has, pursuant to Its By -Lam, caused these presents fo be signed by its Vice President and Assistant Secretary and its corporate seal to be hereto attired this 1st day Of May 19 90 Corporate seal FEDERAL INSURANCE COMPANY By /n_ i _ _ — e / / Jayr� D. Dixon �// Vice President STATE OF NEW JERSEY l sS. County of Somerset I On" list day of May 19 go . before me personalty came Richard D O'Connor to me known and by me known to be Assistant Secretary of the FEDERAL INSURANCE COMPANY, the corporation described in and which executed the foregoing Power of Attorney, and the said Richard D. O'Connor being by me duly sworn, did depose and say that he Is Assistant Secretary of the FEDERAL INSURANCE COMPANY and knows the corporate seal thereof; that the seal attuned to the foregoing Power of Attorney is such corporate seal and was thereto affixed by authority of the Sy -Lows of said Comparry, and that he signed said Power of Attorney as Assistant Secretary of said Company, by like authority; and that he is acquainted with James D. Dixon and knows him to be the Vice President of said Company, and that the signature of said James D. Dimon subscribed to said Power of Attorney Is In the genuine handwriting of said James D. Dixon and was thereto subscribed by authority of said By -Laws and in deponent) presence. Notarial a Acknowledged and Swam to before me IT NDTNty on the date written. CACL l41JET A K/iY/QPL Notary Public �E1r•,E CERTIFICATION pL*n Public, Stare at Now Haney No, 2066520 STATE OF NEW JERSEY 63. Commission E xp+re+ Octobe- 2, "All County of Somerset 1, the undersigned, Assistant Secretary of the FEDERAL INSURANCE COMPANY, do hereby certify that the following is a true excerpt from the By -Laws of the said Company as adopted by Its am of Directors on March 2, 1090 and that this Bylaw Is In full force and affect. "ARTICLE Wit. Section 2. All bonds, undertakings, contracts and other Instruments other than as above for and on behalf of the Company which it Is authorized by law or Its charter to execute, may and shall be executed in the name and an behalf of the Company either by the Chairman or the Vice Chairman or the President or a Vice President, jointly with the Secretary or an Assistant Secretary, under their respective designations, except that any one or more officers or attorneys -in -fact designated in any resolution of the Hoard of Directors or the Executive Committee, or in arty power of attorney executed as provided for in Section 3 below, may execute any such bond, undertaking or other obligation as provided in such resoJrsion of parer of attorney. Section I AG powers of attorney for and on behW of the Company may and shall besixecutedinilhe name and on behelf at the Company, either by the Chairmen or the vice Chairmen or the President or a Vice President or an Assistant Vice President, jointly with the Secretary or an Assistant Secretary, under theirrrsapecflve desigrretiorm The signature of such officers may be ergraved, primed or lithographed. The signature of each of the following officers: Chairman, Vice Chairman. President, arry Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary and the seal of the Company may be affixed by facsimile to any parer of attorney orb any oertfficate relating thereto appointing Assistant Secretaries or Attorneys -in -Fact to purposes only of executing and attesting tronds"undertakings and Miner writings obligatory into nature thereof, and any such power of attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed "certified by such facsimile signature and facsimile seal Mall be valid and binding upon the Company with respect b arty bond or undertaising to which It is attached:* I further omtlty dhal said FEDERAL INSURANCE COMPANY is duly licensed to transact fidelity and surety business In each of the States of the United States d America. District of Columbia. Puerto Rico, and each of the ProWnces of Canada with the sucoption of Prince Edward Island; and is also duly licensed to become sale surety an bonds, undertakings, etc., permitted or required by law. 1. the undersigned ASehtard Sacwtary of FEDERAL piSURANCE COMPANY, do hereby certify twat the foregoing Power of Attorney is in full force and effect. Given wider myhand and the seal ofsaid Company atWarren, NJ.,this 2 dayot June ,19 95 Assistant Secretary PRINKED U A