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M G E url : % Yti I L mk, SERVICE AGKEEMEN'1' I hip ,Scrvicu Agrcctncnt ( "Agreement") made and entered into this I day of October , 2008 (" Fffcctive D <.lte ") by and between MGE UPS SYS'T'EMS , INC . ( " MGE " ) , a California i. orporalion Willi its principal offices located at 1660 Scenic Avenue , Costa Mesa , California 92626 , and lndlon River County ( " (_ ' tistomer " ) , located at 4055 41st Avenue Vero Beach , FL 32960 ( Il applicable , by � uul throtl ��h their A �7erttlManager __ __-] . Acccltarice For and in consideration of the contract sun as outlined in the M( ' E quote proposal and/or attachr-d l ?quipment Schedule( s ) , MGE agrees that it will , by its authorised employees or representatives , inspect , service , and maintain the equipment listed on the Equipment Schedule by perforn►ing periodic maintenance and inspection services and/or emergency services as specified . It is the Customer 's responsibility to schedule any periodic service appointments and notification of emergencies by telephoning NIGE 's Customer Care Center at 1 -500-435-7373 . No subscription for services shall be binding upon MGE until this Agreement is accepted by MGE in writing by an authorized official of MGE and fully executed by the Custonter . 7 Subscription and Renewal Process_ At the same time this Agreeu ►ent is fully executed by the Parties , Customer shill issue to MGE a purchase order in the amount of the contract price Specified in the quote and/or I ?quipment Schedule ( " Work Authorization " ) . The Work Authorization shall specify ( i ) the purchase price of the_ services ) subscribed by Customer, ( ii ) die period of time during which the service package: covers ("Package " Perm" ) , and ( iii ) list the equipment units and lacation including equipment serial numbers and equipment model numbers . failure to issue a purchase order, however , shall not relieve Customer from its Obligations under this Aricenrent , including the obligation lir pay MGF the consideration specified in the Work Authorization unless Customer elects not to renew the service package with thitly ( 30) days written notice horn the natural expiration of' time period covering the previous Package Term . In the event of a renewal , ( ' uslomet shall receive an updated Equipment Schedule for Customer ' s signature and Customer shall execute tttc new fiquipmcnt Schedule o► issue a new purchase order for the applicable service fee for the renewal term . lu. the event Customer tails to issue a new purchase order for a renewal period , Customer shall be invoiced in accoulame to the terms contained herein. Each and every Work Authorization shall be subject to and shall be incorporated herein by refcrcnce to the terms and conditions set forth in this Agreement. } Billing Unless otlrrr-wise ,specified on the Work Authorizalion, the Custorner will be billed annually is udirtim e_ Any hillings for less than the annual period will be prorated on a 365 day basis fionr the Effective 1.)ate of this Agreement. Payment in full of the total amount owing, without offset or deduction , is due in accordance with the payment terms specified in the quote andlor Equipment Schedule . if no payment term is spec itied , (- 'usionx:r shall he required to make payment within thirty ( 30) days from the Effective Date, or in the event Costumer lails to issue it purchase order, within thirty ( 30) days from the issuance of an invoice frorn M ( 71 ? -1 Ter-11-1 . ' phis Agrcernernt shall govern the course of business between the Parties and shall remain in effect until specifically terminated by the Parties in accordance with the terms herein . 5 ('ancellation , 'Termination or ,Sustxnsion of Service : A . Cancellation for Convertienee_ Customer may cancel this Agreement for the Customer ' s convenience prior to the natural expiration of the current Package 'Term for any or all equipment nrrit ( s) listed on the attached Equipment Schedule , PROVIDED HOWEVER, 1 ) Customer provides MGE with thirty ( 30) days advance written notice of Customer ' s intent for early cancellation for C ' ustomer ' s convenience , and 2 ) Customer pays MGE an early cancellation charge equal to ten percent ( 1 ( 1°/u ) of the annual contract price for t}re equipment unit(s) that are being cancelled . " Customer convenience" shall be defined as the cancellation of this Agreement or equipment unit( s ) ( "Cancelled Equipment") without cause and/or not due to an uncured breach by ME, or in the event Customer takes the equipment. unit( s) out of service or replaces the equipment unit( s) with non - MGE nnil5 L,) I l 7200 02 January 2007 Rev B