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MGE UPS SYSTEMS SERVICE AGREEMENT of this Agreement. The indemnification obligations of this section shall only survive as to claims made hereunder on or before that date which is one year from any termination, cancellation or expiration of this Agreement. Customer agrees to notify MGE promptly of any claim against which MGE has agreed to indemnify, and cooperate in every reasonable way to facilitate the defense. Any failure to so notify or cooperate in a timely manner shall relieve MGE of its indemnification obligations to the extent it is prejudiced by such failure to communicate. MGE shall afford Customer, at Customer ' s own expense, an opportunity to participate on an equal basis with MGE in the defense or settlement of any such claim . 8. Limitation of Liability: EXCEPT FOR THE OBLIGATION TO INDEMNIFY FOR THIRD PARTY CLAIMS, MGE SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIM[TED TO, LOST PROFITS, LOST SAVINGS OR LOST REVENUES OF ANY KIND WHETHER OR NOT MGE HAS BEEN ADVISED OF THE POSS11311 TY OF SUCH DAMAGES, ARISING FROM OR CONNECTED WITH THE SERVICES, EQUIPMENT, MATERIALS , OR ANY GOODS OR SERVICES PROVIDED HEREUNDER. IN THE EVENT A CLAIM ARISES FROM THE N6GLIGENCE OR MISCONDUCT OF MGE'S EMPLOYEES OR AGENTS, MGE'S ENTIRE LIABILITY FOR SUCH CLAIM SHALL BE LIMITED TO PROVEN DIRECT DAMAGES This section shall survive any termination, cancellation or expiration of this Agreement. 9. Wer of Precedence: The terms and conditions set forth in this Agreement and Schedule(s) shall supersede and replace in their entirety any and all terms and conditions set forth on the face or reverse side of any Purchase Order or other document presented by Customer, except for the specific terms of the Purchase Order setting forth the price and scope of work described herein. 10. Additional Terms: The additional terms attached in Schedule A are incorporated herein by reference and are made part of this Agreement. The additional terms can be downloaded at http.Avww. mgeups. conVushndservice. 11 . : The attached Schedules are identified as Schedule A- Additional Terms , and Schedule B- EgujDment Schedule(s). 12. Preventative Maintenance: With respect to the Preventative Maintenance (PM) purchased under this Agreement, it shall be the Customer's responsibility to schedule the PM visits as stated in Section 1 ("Acceptance') of this Agreement. MGE shall attempt to complete the PM (for UPS modules, related equipment and for batteries) within ninety (90) days of the scheduled service date. The scheduled service date will be noted on the Equipment Schedule and vary from annual to semi-annual to quarterly visits depending on the service selected by the Customer. Should the Customer not permit any PM to be completed within ninety (90) days of the scheduled service date, MGE shall deem its obligation for that PM to have been met. 13 . . ;N,. arranty of Anthoritr : Each party executing this Agreement represents and warrants to the other that it has r*a0dv* F authority to enter into this Agreement and to bind itself to performance hereunder. Each party tketfild[sre�enthfAnd warrants that the individual signing this Agreement has been granted or delegated all e41t isite pawe� 4nd`auhority to bind the party on behalf of which he or she signs. E>ROMER _ MGE UPS SYSTEMS, INC. Signature: Nam - ,Wesley S . Dain, Mice - Chairman Nam: r �^ TitlAeCh4i�i 'iak n,, . ` Title: Date: September 23 , 2008 Dater I 08 QF-7200 02 *PPFt0Vr. W AS 10 100KM AN EGA S UFFI I E CY January 2007 — Rev B BY WILLIA K. DESRAAL DEPUTY COUNTY ATTORNEY