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Master Service Agreement <br /> THIS AGREEMENT is made and entered into as of this 18th day of August, 2005 by and <br /> between COMMUNICATIONS INTERNATIONAL , INC . , a Florida corporation, hereinafter <br /> called "CII" and INDIAN RIVER COUNTY, Florida hereinafter called "The County" and <br /> effective the 1St day of October, 2005 . The number of this Agreement shall be CII- 05 - 818 . <br /> Recitals : <br /> WHEREAS , CII currently provides certain Products and Services in relation to two-way radio <br /> communications within the boundaries of State of Florida; and <br /> WHEREAS , The County desires to subcontract the purchase of these Products and Services <br /> described herein from CII ; and <br /> WHEREAS , the Parties wish to establish terms , conditions and pricing under which the <br /> particular Products and Services will be purchased by The County . <br /> NOW, THEREFORE , for and in consideration of the prices negotiated and other good and <br /> valuable consideration, the sufficiency and receipt of which are hereby acknowledged, CII and <br /> The County hereby agree as follows : <br /> 1 .0 Definitions <br /> (A) "Parties" shall mean, collectively, CII and The County . <br /> (B) "Products" shall mean that equipment, accessories and miscellaneous items CII offers <br /> for sale to The County at negotiated pricing as stated within this Agreement . <br /> (C) " Services" shall mean those services to be provided by CII to The County pursuant to <br /> this Agreement but not limited to , maintenance , support services , installations , <br /> training , labor, and testing . <br /> (D) " Software " means those Product( s) or portions thereof consisting of computer <br /> software programs, software utilities, and source code or object code . <br /> (E) "Fixed Equipment" is defined as the site repeater stations and associated equipment, <br /> multi- site coordinator, console electronic equipment and radio control stations and as <br /> otherwise specified described as Fixed Equipment in this Agreement . <br /> (F) "Mobile Equipment" is defined as all vehicular mounted radios , personal portable <br /> radios , vehicular repeaters and portable radio chargers and as otherwise specifically <br /> described as Mobile Equipment in this Agreement . <br /> (G) "Professional Services" are defined as service requests in this Agreement . <br /> - 1 - <br />