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1 (� M G E UPS SYSTEMS y monorionamm SCHEDULE C SERVICE AGREEMENT This Service Agreement ("Agreement") made and entered into this 13 day of September, 2006 by and between MGE UPS SYSTEMS, INC. ("MGE" ) , a California corporation with its principal offices located at 1660 Scenic Avenue, Costa Mesa, California 92626, and Indian River County 911 ('Customer"), located at 4055 41 " Avenue, Vero Beach , FL, 32960- [if applicable, by and through their Agem/Manager] , with an effective date in which this Agreement is fully executed by both Parties ("Effective Date"). 1 . Acceptance : For and in consideration of the contract sum as outlined in the MGE quote proposal and/or attached Equipment Schedule(s), MGE agrees that it will, by its authorized employees or representatives, inspect, service, and maintain the equipment listed on the Equipment Schedule by performing 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 MGE's Customer Care Center at 1 -500-438-7373. 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 Customer. 2. Subscription and Renewal Process: At the same time this Agreement is fully executed by the Parties, Customer shall issue to MGE a purchase order in the amount of the contract price specified in the quote and/or Equipment Schedule ("Work Authorization"). The Work Authorization shall specify (i) the purchase price of the service(s) subscribed by Customer, (ii) the period of time during which the service package covers (`Package Term"), and (iii) list the equipment units and location including equipment serial numbers and equipment model numbers. Failure to issue a purchase order, however, shall not relieve Customer from its obligations under this Agreement, including the obligation to pay MGE the consideration specified in the Work Authorization unless Customer elects not to renew the service package with thirty (30) days written notice from the natural expiration of time period covering the previous Package Term. In the event of a renewal , Customer shall receive an updated Equipment Schedule for Customer's signature and Customer shall execute the new Equipment Schedule or issue a new purchase order for the applicable service fee for the renewal term. In the event Customer fails to issue a new purchase order for a renewal period, Customer shall be invoiced in accordance to the terms contained herein. Each and every Work Authorization shall be subject to and shall be incorporated herein by reference to the terms and conditions set forth in this Agreement. 3 . Billing: Unless otherwise specified on the Work Authorization, the Customer will be billed annually in advance. Any billings for less than the annual period will be prorated on a 365 day basis from the Effective Date 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 and/or Equipment Schedule. If no payment term is specified, Customer shall be required to make payment within thirty (30) days from the Effective Date, or in the event Customer fails to issue a purchase order, within thirty (30) days from the issuance of an invoice from MGE. 4. Term: This Agreement 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 . Cancellation. Termination or Suspension of Service: A. Cancellation for Convenience: 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 unit(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 Customer's convenience, and 2) Customer pays MGE an early cancellation charge equal to ten percent ( 10%) of the contract price for the equipment unit(s) that are being cancelled or $500.00, whichever sum is greater. "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 MGE, or in the event Customer takes the equipment unit(s) out of service or replaces the equipment unit(s) with non-MGE units. May 2005 — Rev A