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2025-220
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2025-220
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Last modified
10/27/2025 12:06:40 PM
Creation date
10/27/2025 12:04:31 PM
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Official Documents
Official Document Type
Agreement
Approved Date
10/07/2025
Control Number
2025-220
Agenda Item Number
9.S.
Entity Name
Communications International
Subject
Public Safety Communications System Maintenance Agreement
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directly or indirectly, solicit for employment or engagement, offer employment to, or hire any employee, <br />contractor, or subcontractor of Ci who was involved in the performance of services under this Agreement, <br />without the prior written consent of Ci. In the event of a breach of this Section, Customer acknowledges <br />that damages would be difficult to ascertain and agrees to pay Ci an amount equal to twelve (12) months of <br />the individual's last annual compensation received from Ci. The Parties agree that this amount represents a <br />fair and reasonable estimate of the damage that would result from such a breach. <br />13. Indemnification. Customer agrees to indemnify and hold Ci, its affiliates, subsidiaries, officers, <br />directors, employees and subcontractors harmless from and against all actions, claims, liabilities, losses, <br />damages (whether direct or indirect, incidental, consequential or otherwise) expenses or costs (including <br />but not limited to attorney's fees) which arise out of, relate to or arc in any way connected with a breach by <br />Customer of any of its obligations set forth in this Agreement, to the extent allowable under Florida law, <br />and that Indian River County is not waiving any sovereign immunity it may may have in relation to this <br />contract. The provisions of this Section 13 shall survive the termination of this Agreement. <br />14, WARRANTY. ANY COVERED EQUIPMENT PROVIDED HEREUNDER IS <br />WARRANTED UNDER THE EQUIPMENT MANUFACTURER'S WARRANTY. THE <br />EQUIPMENT MANUFACTURER'S WARRANTIES SHALL BE PROVIDED BY CI UPON <br />REQUEST BY CUSTOMER. CI WARRANTS THAT THE SERVICES PERFORMED OR <br />FURNISHED HEREUNDER SHALL BE PROVIDED BY QUALIFIED, TRAINED INDIVIDUALS <br />IN A PROFESSIONAL AND WORKMANLIKE MANNER CONSISTENT WITH INDUSTRY <br />STANDARDS, IN COMPLIANCE WITH APPLICABLE FEDERAL, STATE, AND LOCAL <br />LAWS AND IN ACCORDANCE WITH THE TERMS, SPECIFICATIONS, AND <br />REQUIREMENTS OF THIS AGREEMENT. THE SAME STANDARDS OF CARE SHALL BE <br />REQUIRED OF ANY SUBCONTRACTOR ENGAGED BY CI. <br />THE EXPRESS WARRANTY SET FORTH ABOVE, IS THE EXCLUSIVE WARRANTY <br />OFFERED BY CI AND IS IN LIEU OF ANY AND ALL OTHER CONDITIONS AND <br />WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR <br />STATUTORY AND C1 MAKES NO WARRANTY OF MERCHANTABILITY OF FITNESS FOR <br />ANY PARTICULAR PURPOSE. WARRANTIES ARE LIMITED TO THOSE PROVIDED BY <br />MANUFACTURERS. <br />TO INITIATE A WARRANTY CLAIM, THE CUSTOMER MUST CONTACT CPS SUPPORT <br />TEAM AND PROVIDE: <br />A DESCRIPTION OF THE ISSUE OR OBSERVED FAULT, <br />SYSTEM LOCATION AND ACCESS DETAILS, AND <br />• ANY RELEVANT DOCUMENTATION OR COMMISSIONING RECORDS. <br />CI ,WILL ASSESS THE REPORTED ISSUE AND DETERMINE, IN ITS REASONABLE <br />DISCRETION, WHETHER THE PROBLEM QUALIFIES UNDER THIS WARRANTY OR <br />FALLS UNDER BILLABLE SERVICE. <br />15. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND <br />NOTWI'T'HSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY SET <br />FORTH HEREIN, WILL CI OR ITS SUPPLIERS, SUBCONTRACTORS, MANUFACTURERS <br />OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR <br />CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, <br />10 <br />
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