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ORIGINAL D. Purchase orders issued in compliance with this Contract, other than Special Requirements Orders, shall be deemed accepted upon receipt by Ci. Special Requirement Orders shall be deemed.accepted by Ci upon receipt of the Customer's.acceptance of CVs proposal. E. Unless otherwise specifically agreed between Ci and the Customer, in writing, the terms and conditions of this Contract shall take precedence over any accepted purchase order issued after the date of this Contract, in accordance with Section lb of this Contract. F. All qualified Terminal Equipment in the Customer's inventory must be listed in Exhibit B to be covered under this Contract. G. Terminal ;Equipment shall be delivered to, and maintenance performed at, a Ci facility during Normal Working Hours. If Terminal. Equipment is shipped to the Ci facility for repair, the return shipping charges shall be billable to the Customer. Emergency Service on Terminal Equipment, if requested, will be performed and will be charged at the prices set forth in Exhibit C. H. Any Terminal Equipment found to be non -working or incapable of meeting specifications during performance of the first Preventative Maintenance effort will be omitted from inventory on Exhibit B until the Terminal Equipment is brought up to specification at the Customer's expense. Terminal Equipment that is designed to operate in chemically volatile or explosive atmospheres or when immersed in water (e.g. Immersion or Intrinsically Safe radios) are not covered by this Contract. 7. PREVENTIVE MAINTENANCE Ci will annually perform verification on Terminal Equipment covered by this Contract to validate factor), specifications and correct any deficiencies found ("Preventative Maintenance"). Copies of service records will be available to the Customer upon request. 8. DATABASE REPROGRAMMING Annual mobile radio software updates will be provided by Ci during annual Preventative Maintenance. The LID reprogramming changes will be provided periodically, upon request, at no cost to the Customer. 9. ADDITIONS AND DELETIONS A. The quantity of Terminal Equipment units to be maintained and/or serviced may be added to, or removed from, this Contract while the Contract is in force. New Terminal Equipment units purchased in any given budget year of the Customer may be added to the Contract immediately following the expiration date of the manufacturer's warranty. A letter of authorization from the Customer is required to add to or remove EQUIPMENT from Exhibit B. Such Terminal Equipment must be identified_ by individual LID numbers; serial numbers and property ID numbers. B. Charges for Terminal Equipment added or removed in a particular month will be added to, or dropped from, the amount charged to the Customer the following month. 10. RESPONSE TIME The estimated time of repair of Terminal Equipment delivered to Ci's local facility is three (3) to seven (7) Business Days. 11. FORCE MAJEURE Ci will not be considered in default or liable for any delay or failure to perform its obligations under this Contract if such delay or failure arises directly or indirectly out of an act of nature, war, labor strikes, lockouts, trade disputes, fires, quarantine restrictions, governmental action or by causes beyond the reasonable control of Ci. In such event, any obligation of Ci under this Contract will be postponed until the cause underlying the Force Majeure ceases to exist and such postponement or delay will not be held against Ci. Ci shall immediately notify the Customer verbally and in writing if a "Force Majeure event delays performance and shall state the revised date for performance. 12. 'INDEMNIFICATION To the extent allowable by law, Ci shall indemnify and save harmless the Customer from any and all liability, claims, damages, losses or expenses, including attorney's fees, arising out of or resulting from the performance of its work under this Contract, where Page 3 of 12 70