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9 J UPS SYSTEMS PRODUCT AND SERVICE AGREEMENT This Product and Service Agreement ("Agreement") made and entered into this 13 day of September, 2007 ("Effective Date") 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 4225 43rd Ave , Vero Beach, FL, 32967, [If applicable, with billing concerns directed to agent/manager N ( fN located at _tJI A 7. I . Acceptance : Customer' s acceptance of any products (hereinafter referred to as "Product" or "Products") or maintenance services (hereinafter referred to as "Service" or "Services") shall be deemed acceptance of the terms and conditions stated herein. This Agreement sets forth the sole and entire agreement between the parties with regard to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements between them regarding the same. Shipment of Products, acceptance of payment or any inaction by MGE shall be for Customer' s convenience only and shall not constitute MGE's consent to or acceptance of any additional or different terms from those stated in this Agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this Agreement. No subsequent alteration of this Agreement whatsoever shall be binding upon MGE unless reduced to writing and signed by an authorized officer of MGE. Any assignment of this Agreement or any rights hereunder by Customer shall be void without MGE's written consent which shall not be unreasonably withheld or delayed. For and in consideration of the contract sum, for preventative maintenance, 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 -800-438-7373. 2 . Subscription and Renewal Process for Services: Within thirty (30) days prior to the date the service portion of this Agreement is to become effective, 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 . Service Billing: Unless otherwise specified on the Work Authorization, the Customer will be billed annually in advance for preventative maintenance. Any billings for less than the annual period will be prorated on a 365 day basis from the Effective Date of the Work Authorization. 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 date services become effective, or in the event Customer fails to issue a purchase order, within thirty (30) days from the issuance of an invoice from MGE. 4. Product Price and Payment: Unless otherwise stated in MGE ' s quotation, payment terms for Product purchases are Net 30 and all quotations are valid for 60 days from the date of the quote to Customer. Further, unless otherwise specified in MGE' s quotation, Customer shall also pay any sales, use, excise or similar taxes, duties or levies now or hereafter enacted or imposed by any govemmental authority on the manufacture, sale, delivery andlor use of the products sold, or at the time of issuing MGE a purchase order, provide MGE a copy of Customer' s tax exemption certificate. Payment by Customer shall not be contingent upon payment by a third party. MGE retains the right to charge interest at the maximum rate permitted by law for any payments QF-7200-00 Rev C 2007