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U I INA 1"C OlV MUNICATIONS INTERNATION_ , INC. 4450 US 1 ♦ Vero Beach,Florida 32967 o Telephone:(772)569-5355 + Fax_(772)567-2292 MASTER SERVICE AGREEMENT Contract Number CII-10-146 This Contract is entered into by and between Communications Intemational, Inc., located at 4450 U.S. Highway 1, Vero Beach, Florida 32967(""CII"),and Indian River County Board of Commissioners,located at 1801 27i°Street(the `Customer'),on the I' day of October 20I0,(the"Effective Date'). WHEREAS, CII currently provides maintenance services for two-way-adio communications systems and_othen_electronic equipment; WHEREAS,the Customer desires to contract the repair and maintenance of certain two-way radio equipment and other electronic equipment as described herein; WHEREAS, the Parties desire to establish terms, conditions and pricing under which the particular equipment will be maintained, and WHEREAS,the Parties hereby desire to enter into this Contract to set forth in writing,their respective rights,duties and obligations hereunder: NOW,THEREFORE, for and in consideration of the mutual promises herein contained and other good and valuable consideration,, the receipt and sufficiency of which is hereby acknowledged and confessed,the Parties agree as follows: 1. DEFINITIONS A. Parties-shall mean,collectively,CII and the Customer. B. Services-shall mean those services to be provided by CEI to the Customer pursuant to this Contract,but not limited to maintenance,repair,replacement,Iabor and testing. C. Contract-shall mean this document along with all documents attached hereto and incorporated herein by reference. D. Terminal Equipment- shall mean vehicular mounted radios, personal portable radios, portable radio desk chargers and basic compact vehicular chargers and as otherwise specifically described as Terminal Equipment for maintenance in this Contract E. Fixed Equipment- shall mean site repeater stations and associated equipment, multi-site coordinator, console electronic- equipment, radio control stations and as otherwise specifically described as Fixed Equipment for mauitenance in this Contract. F. Other Equipment-shall mean any other electronic equipment that is listed in this Contract and defined herein. G. Demand Services:-shall mean service that is requested which is not included in the fixed fee arrangement in this Contract. H. Normal Working Hours-shall mean 8:00 am until 5:00 pm, local time, Monday through Friday, excluding Federal and State Holidays("Business Days"),unless otherwise defined. I. Emergency Services -shall mean services that are available by CII twenty-four(24)hours per day;seven days per week, including Federal and State Holidays. Page 1 of 13 86