COM-NET

Section 1 Purpose

/'. ) JTF Radio System Contract (

SCHEDULER SPECIAL CONDITIONS

. State of Florida

The purpose of this Negotiation is to establish a 20-year contract' for the purchase of Com-Net

Ericsson commodities and services by aU State of Florida Eligible Users in accordance with the

following Eligible. Users paragraph. It is anticipated that the contract will be effective from.

September 28, 2000 through June 30, 2021.

Section 2 Eligible Users

A. JTF Agency Users: Use of the Contract shall be available to state law enforcement

agencies (including ex officio members) which are or may become members of the Joint . -

Task Force pursuant to Joint Task Force Board approval of applicants' implementation

plans and applicants' acceptance of Board Policies and Standard Operating Procedures,.

followed by addition of such users to applicable contracts. There may be additional .

work requirements based on additional Eligible Users to the Radio System.

B. Equipment Eligible Users: Under Florida Law use of State contracts shall be available

to political subdivisions (county, local county board ~f public instructio~ municipal, or

other loCal public agency or authority) State Universities and private non-profit,

educational facilities as defined in Section 240.065 F .S.

Section 3 Optional Contract Usage

_ In addition to the eligible users referenced above with the consent of COM-NET purchases may be

made under the terms and eonditions of this Negotiation, by government entities located outside the

State of Florida. Appropriate goverIlll?ental entities' purchasing laws, rules and regulations shall

apply to purchases made under this contract.

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COM-NET Spet::ial Conditions State of Florida

Section 4 ,Special Acconuitodations

Any person requiring a special accommodation at State Purchasing because of a disability should call

State Purchasing at (850) 488-8440 at least five (5) workdays prior to any meeting. If you are

hearing or' speech impaired, please contact State Purchasing by using the Florida Relay Service,

which can be reached at 1 (800) 955-8771 (TDD).

Section 5 Special Sales Offers

All purchases made from State contracts by eligible users must be in strict adherence to all terms,

conditions and prices C()ntai~ed therein; therefore, all contract suppliers and their representatives are

required to present any "special" price proposals directly to State Purchasing.

Section 6 Best Pricing

COM-NET will offer to the STATE pricing equivalent to that offered to any government entity in

systems of comparable design and size.

Section 7 Sales Promotions

It is understood that sales promotions may occur during the tenn.ofthe contract th~t wi1llower the

prices of some products for the period of the sales promotion. Any such reduction shall appear on

the using agency invoices.

Sale pricing shall be made available to all users of the contract, with the exception of sale pricing

involving education prices. COM-NET shall document sales promotions in writing to State

Purchasing. COM-NET shall specify start and ending dates of the sales promotion. State Purchasing

will not accept sales promotions specifying limited quantities 'or closeouts.

Section 8 Marketing Promotio~s

All contract eligible users shall have tPe 'opportunity to avail themselves of any specials, marketing

promotions, or other sales that are offered by the COM-NET to the general public; with the caveat

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COM-NET . Spedal Conditions () . State of Florida·

that the aggregate sum for such specials, marketing promotions, or other sales must be bett~ than or

equal to the aggregate sum using the contract rat~ for the same period of time.

Section 9. Additional Quantities

For a period commencing on the date of contrac~ award and ending at contract tennination the right

is reserved to acquire additional quantities listed in the original bid and services specified herein are

for bid purposes. The actual quantities of equipment and services as wen as site locations may vary

prior to issuance of purchase orders.

Section 10 Balance of Line

COM-NET is requested to offer a balance-of-line fixed discount on all accessories, radios, and

services that are offered in addition to the items offered on the bid sheet. These fixed discounts shall

reflect a savings of ten percent (10%) or greater from the COM-NETs standard pricing. This

discoUnt applies to all updates on pricing for the duration of the contract. Furthennore, the balance­

of-line discount does not apply to any of the COM-~Ts specials, marketing promotions, or other

sales that are available to each contract eligible user.

It is the intent of this contract that by greatly expanding the '1>aJ.ance-of-line", all eligible contract

users will have a much greater variety of equipment and services from which to choose. Further,

COM-NET may update the balance of line offerings as new equipment andlor services become I

available for which the stated discount will apply. Balance-of-line offerings will apply only to COM-

NET winning an award in one or more Metropolitan Service Area. State Purchasing reserves the

right to accept or reject any individual item(s) or all items offered as balance ofline ..

COM-NET, upon notification of award, shall submit standard pricing, as locally published and in

effect on the date of the bid opening, showing all equipment and services that are offered through

balance oflme, and shall indicate the fixed discount( s) andlor special pricing offered to the STATE.

Price lists accepted will be published as part of the resulting contract.

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Section 11 Additional Quantities

For a period commencing on the date of contract award and ending at contract termination the right

is reserved to acquire additional quantities of the original bid and services specified herein are for bid

purposes. The actual quantities of equipment and services as well as site locations may vary prior to

issuance of purchase orders~

Section 12 Notice To COM-NET

The employment of unauthoriZed aliens by any contractor is considered a violation of section

247A(e) of the Immigration and Nationalization Act. If COM-NET knowingly employs

unauthorized aliens, such violation shall be cause for unilateral cancellation of the contract.

~~"'OM-NET will obtain the consent of its subcontractors to comply with all State

of Florida and federal fair labor practices laws, rules and regulations wherever the contract is

perfonned.

Section 13 Public Entity Crimes

A person or affiliate who has been placed on the convicted vendor list following a conviction for a

public entity crime may not submit a bid on a contract to provide any goods or services to a public

entity, may not submit a bid on a contract with a public entity for the construction or repair of a

public building or public work, may not submit bids on leases of real property to a public entity, may

not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a

contract with any public entity, and may not transact business with any public entity in excess of the

threshold amount provided in F.S. 287.017 for CATEGORY TWO for a period of36 months from

the date of being placed on the convicted vendor list.

Section 14 Authorized DealerslDistributors And/Or Service Locations:

On any contract where ord~~il1 be directed to Authorized DealerslDistributors or Listing Service

Locations, this information shall be provided by COM-NET as part of the negotiation package in

hard copy.

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Section 15 Discrimination

In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the

discriminatory vendor list may not submit a bid on a contract to provide goods or services to a public

entity, may not submit a bid on a contract with a public entity for the construction or repiur of a public

. building or public work, may not submit bids on lease of real property to a public entity, may not award

or perfonn work as a contractor, supplier, subcontractor, or consultant under contract with any public

entity, and may not transact business with any public entity.

Section 16 Pricing

A. Price Lists-: On any contract where pricing is based on a Manufacturer's or Dealer's

published price list (net or discounted), the price list must be provided by COM-NET as

part of the package in hard copy, and on a' 3.5-inch diskette as a Word or Excel -

document. Any subsequent revisions shall be submitted in the same fonnat to State

PUrchasing Contract Administrator, for review and approval prior to implementation.

Updates may be submitted bye-mail or diskette.

This Contract will become a public document. The State of Florida, State Purchasing is

using the Florida Communities Network (FCN) on the Internet World Wide Web

(WWW) to distribute State. T eon Contracts and product infonnation.

COM-NET shall develop and maintain a State Contract Web Page on the Internet

WWW to post the State Contract prices. This site must be dedicated to the State of

Florida Contract. Access to the site and its infonnation cannot be password protected.

The Page must be compatible with the most recent version of browser software being

used by State Purchasing. As of the writing of this solicitation,.Netscape Navigator 3.0

is the State Purchasing Browser standard. State Purchasing intends to upgrade to a new

browser version as it becomes available and fully tested, at its discretion.

State Contract Page must be as follows:

(1) Solely.for current contract pricing.

(2) Additional links or infonnation may be placed on the left edge of the screen to access additional product literature, COM-NET's home page, the history of the company, etc.

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(3) The center of the screen contains infonnation and pricing that relates to only the tenns on the contract being served.

(4) The Universal Resource Locator (URL) for the Internet Page must be supplied. to Purchasing prior to the implementation of the contract~

Failure to follow the above specifications as required in this section will be grounds for

the link being broken from the State Contract and may be grounds for removal from the

contract.

B. Price Adjustments: Any price decrease effectuated during the contract period by

reason of market cliange shall be passed on to the State of Florida. This shall also apply

to all in-place equipment on rent or lease plan. Price increases are not acceptable,

except that price 'increases may be permitted at the time of contract amendment but shall

not exceed 3 % per year. The percent increase shall be based on the lower of either the

price in the Bid Price Sheets or a price adjustment pursuant to this Special Condition.

Section 17 Warranty

A. System Warranty: COM-NE~ warrants that the Communications System will perform

the functional and specified requirements ,as set forth in Service and Access Agreement.

COM-NET shall warrant that each subsystem added to the Communications System

will perfonn as and become a part of the Statewide System.

COM-NET warrants all hardware, software, firmware, materials, workmanship, and the

successful operation thereof COM-NET's warranties for the Communications System

shall commence upon acceptance of each system and shall remain in effect throughout

the Term.

COM-NET warrants to the STATE that equipment to be delivered shall be new, unused

and shall be free from defects in materials and workmanship. In addition COM-NET

sh~l warranty the ~uipment for the following conditions:

(1) Free from imperfections in design, and free from any software or finnware defects~ materials, or construction, which would create hazards, operational difficulties, or failure to meet specified perfonnance quality.

(2) Able to perform continuously and satisfactorily under normal operating conditions at specified ratings, and capaCities.

COM:.NET sha1l'maintain a stock of replacement parts for each item included in this

Communications System and shall promptly replace failed parts throughout the Term.

B. Warranty on Equipment and other Infrastructure Purchases

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(1) All equipment and parts including materials used therein shall be fully warranted by COM-NET against mechanical, electrical and workmanship defects, as follows:

(a) for a period of one year from the date of receipt of equipment by the ordering agency for user equipment; and '

(b) for a period of one year from the date of acceptance of equipment by the ordering agency for additional infrastructure equipment.

(2) A full labor warranty is required for all repairs at COM-NET's service centers for a period of one year after the unit is received by the ordering agency and

. shall include any applicable freight charges. '

(3) The above warranty period shall be extended to include time during which equipment is out of service for warranty repair.

(4) The, warranty shall apply to all equipment purchased under any contract resulting from this procurement regardless of location within the State of Florida

Section 18 Year 2000 Compliance

For, purposes of this Year 2000 warranty, the team "Product" shall include software, firmware,

microcode, hardware and embedded chip technology. ,

COM-NET warrants that the Product is Year 2000 Compliant: All versions of the Product offered by

COM-NET and purchased by the STATE, for which COM-NET is obligated to provide maintenance

service are, and in the future, will be, Year 2000 Compliant. Year 2000 Compliant means th~

Product will include the ability to: consistently handle date i~fonnation before, during, and after

J anuary'l, 2000, including accepting date input providing date output, and processing dates; function

before, during and after January 1, 2000, without the need for program changes caused by th~ advent

of the new century, properly handle all date related infonnation before and following Jan 1,2001,

including but not limited to accurate and reliable perfoImance in processing date and date related

data, including calculating, comparing and sequencing; properly proCess any and all date' calculations

before, on and after the leap year date of February 29, 2000 and store and provide outPut of date·

information in ways that are unambiguous as to century.

, The duration of this warranty and the remedies avmlable to the STATE for breach of this warranty

shall be as defined in, and subject to, the tenns and limitations of any general warranty provisions of

this contract, provided that notwithstanding any provision to the contrary in such warranty

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provision( s), or in the absence of any such warranty provision( s), defects in the Product with regard

to Year 2000 Compliance, if any, will be corrected ~yCOM-NET at COM-NETs cost withln a

timefrarne mutually agreed upon with the STATE. COM-NET cannot be held responsible f<;>T errors

resulting from devices or systems external to this contract which are pennitted to directly access any

database provided under this Agreement and overwrite Product date fields or from the users

improper integration of non-Year 2000 Compliant systems. Nothing in this warranty shall be

cOnstrued to limit any rights or remedies the STATE may otherwise have under this, contract with

respect to defects other than Year 2000 performance.

Remedy Clause:

In the event of any decrease in product functionality related to time and date related codes and

internal subroutines that impede the hardware or software programs from operating beyond the

,Millennium Date Change, Licensors and Vendors of Licensors products, agree to immediately make

required corrections to restore hardware and software programs to the same level of functionality as

warranted herein at no charge to the licensee, and without interruption to the ongoing business of '

licensee, time being of the essence.

Resellers:

All products bid under this bid! contract will be Year 2000 compliant. Year 2000 Compliant means

the Product will include the ability to: consistently handle date information before, during, and after

January 1, 2000, including accepting date input, providing date output, and processing dates;

function before, during and after January 1, 2000, without the need for program changes caused by

the advent of the new century; properly handle all date related information before and following

January 1, 200 1, including but not limited to accurate and reliable performance in processing'date

and date related data, including calculating, comparing and sequencing; properly process any and all

date calculations before, on and after the leap year date of February 29,2000 and store and provide,

output of date information in way that are unambiguous as to century. Resellers may provide a "pass

through warranty" from the manufacturers/software developer, which meets all the warranty

requirements by the STATE, and which shall include all other warranties provided by the

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. manufacturer or sofuyare developer. Reseller shall be responsible for warranty assurance, assistance,

enforcement and any other actions or remediation, required to satisfy warranty requirements.

Section 19 Force Majeure

Neither Party shall be liable for any delays or failures in perfonnance due to Force Majeure. "Force

Majeuren shall mean an event caused by an industry-wide strike, and industry-wide shortage of

materials or component equipment, natural disaster; act of God; act of military or governmental

authority and war or civil disorder; provided that such causes are beyond the reasonable control and

without the willful act, fault, failure or negligence of the party whose performance is affected by the

Force Majeure event, and provided, further that the party whose perfonnance is affected by the Force

Majeure event continues to make reasonable efforts to perform.

Section 20 Limitation Of Remedies

COM-NETs entire liability and the STATE's ex~lusive remedy shall be as follows:

10 all situations involving performance or non-perfonnance of machines or programming (other than

licensed programs) furnished under this Agreement, the STATE's remedy is (a) the adjustment or

_ repair of the machine or replacement of its parts by COM-NET, or at COM-NET's option,

replacement. of the machine or correction of progranuning errors, or (b) if, after repeated efforts,

COM-NET is unable to install the machine or a replacement machine, model upgrade or feature in

good working order, or to restore it to good working order, or to make programming operate, all as

warranted,the STATE shall be entitled to recover actual damages to the limits set forth in this

Special Condition. For any other claim concerning performance or non-perf~rmanceby COM-NET _ .

pursuant to, or in any other way related to the subject matter of, this Agreement or any order under

this Agreement, the STATE shall be entitled to recover actual damages to the limits set forth in this

Special CQndition.

If this contract is for purchase pf machines, then the followin~ shall apply. COM-NET's entire

liability for damages to the STATE for any cause whatsoever, and regardless of form of action,

whether in contract or in tort including negligence, shall be limited to the greater of$1 00;000 or the

appropriate price stated. herein for the specific machines that caus~ the damages or that are the

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subject matter of or are directly related to the cause of action. The foregoing limitation ofliability . .

win not apply to (a) the payment of cost and damage awards referred to in the General Condition <

entitled "Patents and Royalties", or to (b) claims for re-procurement cOsts or the costofcover

pursuant to State Purchasing Rule 60A-1.006(3) entitled 'iDefault", or to (c) claims for personal

injury or damage to real or tangible personal prop~ caused by COM-NET'snegligence or tortious

conduct.

If this contract is for the purchase of hardware maintenance services, then the following shall apply:

COM-NET's entire liability and the STATE's exclusive remedy for damages to the STATE for any

cause whatsoever, and regardless of the fonn of action, whether in contract or in tort including

negligence, shall be limited to actual damages up to the greater of$1 00,000 or an amount eq~ to 12

months maintenance" charges for the specific machines under this Agr~ent that caused the

·damages or that are the subject matter of, or are directly related to, the cause qf action. Such

maintenance charges will be those in effect for the specific machines when the cause of action arose.

".The foregoing limitation ofliabilit)r will not apply to (a) the payment of cost and damage awards

referred to in General Condition 14 entitled "Patents and Royalties" or to (b) claims for re­

procurement costs or costs to cover pursuant to State Purchasing Rule 60A-1.006(3) entitled

"I)efault", or to ( c) claims by the STATE for personal injury or damage to real property or tangible

personal property caused by COM-NETs negligence or tortious conduct.

If this contract" is for purchase of software maintenance servi ces, then the following shall apply:

COM-NETs entire liability and the STATE's exclusive remedy for damages to the STATE for any

cause whatsoever, and regardless of the fonn of action, whether in contract or in tort including

negligence, shall be limited to actual damages up to the greater of$1 00,000 or an amount equal to 12

months maintenance charges for the specific software product under this Agreement that caused the

damages or that are the subject matter of, or are directly related to, the cause of action. Such

maintenance charges will be those in effect for the specific software product when "the cause of

action arose. The foregoing limitation of liability wili not apply to (a) the payment of cost and

damage awards referred to in General Condition 14 entitled "Patents and Royalties" ,or to (b) claims

for re-procurement costs or the cost of cover pursUant to State Purchasing Rule 60A-l.006(3) entitled

"Default", or to ( c) claims by the State for personal injury or damage to real property or tangible

personal property caused by COM-NETs negligence or tortious conduct.

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If this contract ~s for services other than hardware or software maintenance, then the following shall

apply: COM-NET's entire liability and the STATE's exclusive remedy for damages to the STATE

for any cause whatsoever, and regardless ·of the fonn of action, whether in contract or in tort

including negligence, shall be limited to actual damages up to the greater of$l 00,000 or an amount

equal to the charg~ invoiced for the services which are the subject matter of, or are directly related.

to, the cause of action. The foregoing limitation of liability will not apply to (a) the payment of cost

and damage awards referred to in "Patents and Royalties" or to (b) claims forreprocurement costs or

. costs to cover pursuant to State Purchasing Rule 60A-1.006(3) entitled "Default", or to (c) claims by

the Department for personal injury or damage to real property or tangible personal property caused

by COM-NET's negligence or tortious conduct.

. If this contract is for the acquisition. of licensed programs, including personal computer licensed

programs, then the following shall apply: . COM-NET's entire liability and the ST ATE's exclusive

remedy shall be as follows: In all situations involving performance or non-perfonnance oflicensed. . .

. programs furnished under this Agreement, the STATE's remedy is (l) the correction byCO~-NET

of licensed program defects, or (2) it: after repeated efforts, COM-NET is unable to make the

licensed program operate as warranted, the STATE shall be entitled to recover actual damages to the

limits set forth in this section. For any other chum concerning perfonnance or non-:perfonnance by

COM-NET pursuant to, or in any way related to, the subject matter of this Agreement the STATE

shal(be entitled to recover actual damages to the limits ·set forth in this section. COM-NET's

liability for damages to the ST ATE for any cause whatsoever, and regardless of the fonn of action,

whether in contract or in tort including negligence, shall be limited to the greater of$1 00,000 or the

one time charges p~d for, or any monthly license or initial license charges which would be due for

12 months use of the licensed program that caused the damages or that is the subject matter of, or is

directly related to, the cause of action and shall include any initial or process charges paid to COM­

NET. This limitation of liability will not apply to (a) the payment of cost and damage awards

referred to in General Condition 14 entitled "Patents and Royalties" or.to (b) claims for re­

procurement costs or the cost of cover pursuant to State Purchasing Rule 60A-L006(3) entitled

"Default", or to ( c) claims for personal injury or damage to real or tangible personal property caused

by COM-NET's negligence or tortious conduct

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COM-NET shall hold and save the STATE hannless for any and all suits andjudgments against the

STATE for personal injury or damage to real or tangible personal property caused by COM-NET's

tortious conduct in the perfonnance of this Agreement provided that, ( a) the STATE promptly

notifies COM-!'fET in writing of any claim, and (b) COM-NET shall be given the opportunity, at i~

option, to participate and associate with the STATE in the control, defense and trial of any claims

and any related settlement negotiations and, provided further, that with respect to any claim., or

portion thereof, for which COM-NET agrees at the initiation of such claim that COM-NET shall

save and hold the STATE hannless, COM-NET shall have the sole control of the defense, trial and

any related settlement negotiations, and (c) the STATE fully cooperates with COM-NET in the

defenSe of any claim.

In no event, however, will COM-NET be liable for (a) any damages caused by the STATE's failure to

perform the STATE's responsibilities, or for (b) any lost profits or other consequential damages, even

if COM-NET has been advised of the possibility of such damages, or for (c) any claim againSt the

STATE by any other party, except as provided in the hold harmless provision of. the preceding

paragraph of this Special Condition and except as provided in the General Condition entitled

"Patents and Royalties", or for (d) any damages caused by performance or non~perfonnance of

machines or programming located outside the United States or Puerto Rico.

-Section 21 Visa Acceptance

The State of Florida has implemented a purchasing card program, using the Visa platform. COM­

NET may receive payment from state agencies by the purchasing card in the same manner as other

Visa purchases. Visa acceptance is mandatory but is not the exclusive method of payment. Please

indicate your ability to accept Visa in the space provided on the Ordering Instruction sheet of the bid.

Section 22 Distribution Of Certification Of Contract

One (1) copy of the Certification of Contract shall be furnished to each contractor as a result of this

> bid. COM-NET without prior approval of State Purchasing shall make no additions,> deletions or

changes of any kind to this certification.

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Section 23 Confidential Information

In connection· with any Contract, which results from this Contract, each party may have access to

confidential information made available by the other. Each party shall protect such confidential

infonnation in the same manner as it protects its own confidential infonnation of like kind.

Disclosure of-any confidential infonnation received by the State of Florida will be governed by the

provisions of the Florida Public Records Act, Chapter 119, Florida Statutes.

Section 24 Independent Contractor

In connection with this Contract each party is considered an independent contractor and as such will

not have any authority to bind or commit the'other. Nothing herein shall be deemed or construed to

create a joint venture, partnership or agency relationship between the partie$ for any purpose.

Section 25 Intellectual Property

Any joint or future software development effort will be subject to a separate agreement signed by the

STATE and COM-NET, wherein all ownership and license rights to such developed product shall be

specified in detail. In the absence of such agreement, each party shall maintain sole ownership of its

own proprietary materials, which are developed or owned solely by the STATE or COM-NET,

- respectively. Nothing in this Contract shall affect in any way COM-NET, or third party, ownership

of all right, title and interest in and to any existing Contractor, or third party, system software,

application software, routines, techniques, ideas or formulae which may be utilized in whole or in

part by COM-NET in perfonning services for the STATE, or any modifications, enhancements or

derivative works thereof, which shall remain solely the property of COM-NET.

Section 26 STATE Responsibilities

The STATE understands th,at COM-NET's performance m,ay be dependent on the STATE's timely

and effective satisfaction of ~e STATE's responSibilities under the Contract ~d timely decisions

and approvals by the STATE. COM-NET shall be entitled to rely pn all decisions and approvals of

the STATE in connection with its services under the Contract.

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Section 27 Invoicing! Vendor Ombudsman

In addition to General Condition 4 (d), travel expenses will be paid pursuant to the provisions of

Section 112.061, FloridaStatutes. A Vendor Ombudsman has been established with the Department

of Banking and Finance. The duties of this individual include acting asan advocate for Contractors

who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor

Ombudsman may be contacted at (850) 410-9354 or by calling the State Comptroller's Hotline at ·1-

800-848-3792. DMS agrees to pay for contracted services according to the conditions of this

Contract. Except as. approved by the State Comptroller, all other provisions of the General

.. Conditions prevaiJ.

Section 28 Quality Assurance

COM-NET, during the Contract term, shall enable on an annual basis, and upon mutual agreeI11ent,

site visits for one (1) to three (3) State employees for the purposes of examining and inspecting the

manufacturer's manufacturing process(es) and manufacturer's product quality control and total

quality management program(s). The STATE seeks a demonstration of quality control for

improvement rather than postproduction detection.

COM-NET, during the Contract term, shall also enable on an annual basis, and upon mutual

agreement, site visits for one (1) to three (3) State employees for the purposes of examining and

inspecting the Radio System provided under this Contract, to include dispatch centers, radio control

centers, transmitter/receiver sites, transport network sites, and COM-NET service facilities. The

STATE seeks a demonstration of the level of system performance being provided to users of the

radio system, and the quality of service and maintenance being provided to both users and fixed

facilities.

COM-NET shall provide such quality assurance site visits at no cost to the ST~TE (including travel,

lodging, meals, fees, and other related expenses). The STATE shall be responsible for costs

associated with any additional site visits.

. H-Special Conditions-928 September '28, 2000

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