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ORIGINAL ten ( 10) Business Days of receipt. Any proposal not specifically accepted will be deemed rejected on the eleventh ( I 1 `h) Business Day after receipt. D . Purchase orders issued in compliance with this Contract, other than Special Requirements Orders, shall be deemed accepted upon receipt by CIL Special Requirement Orders shall be deemed accepted by C11 upon receipt of the Customer ' s acceptance of C11 ' s proposal . E . Unless otherwise specifically agreed between CII and the Customer, in writing, the terms and conditions of this Contract shall take precedence over any accepted purchase order issued after the date of this Contract, in accordance with Section 16 of this Contract. F . All qualified Terminal Equipment in the Customer' s inventory must be listed in Exhibit B to be covered under this Contract. G . Terminal Equipment shall be delivered to, and maintenance performed at, a C11 facility during Normal Working Hours . If Terminal Equipment is shipped to the C11 facility for repair, the return shipping charges shall be billable to the Customer. Emergency Service on Terminal Equipment, if requested, will be performed and will be charged at the prices set forth in Exhibit C . H . Any Terminal Equipment found to be non-working or incapable of meeting specifications during performance of the first Preventative Maintenance effort will be omitted from inventory on Exhibit B until the Terminal Equipment is brought up to specification at the Customer ' s expense . Terminal Equipment that is designed to operate in chemically volatile or explosive atmospheres or when immersed in water (e . g. Immersion or Intrinsically Safe radios) are not covered by this Contract . 7. PREVENTIVE MAINTENANCE C11 will annually perform verification on Terminal Equipment covered by this Contract to validate factory specifications and correct any deficiencies found ("Preventative Maintenance"). Copies of service records will be available to the Customer upon request. 8. DATABASE REPROGRAMMING Annual mobile radio software updates will be provided by CIl during annual Preventative Maintenance . The LID reprogramming changes will be provided periodically, upon request, at no cost to the Customer. 9, ADDITIONS AND DELETIONS A . The quantity of Terminal Equipment units to be maintained and/or serviced may be added to, or removed from , this Contract while the Contract is in force . New Terminal Equipment units purchased in any given budget year of the Customer may be added to the Contract immediately following the expiration date of the manufacturer' s warranty . A letter of authorization from the Customer is required to add to or remove EQUIPMENT from Exhibit B. Such Terminal Equipment must be identified by individual LID numbers, serial numbers and property ID numbers . B . Charges for Terminal Equipment added or removed in a particular month will be added to, or dropped from , the amount charged to the Customer the following month . 10. RESPONSE TIME The estimated time of repair of Terminal Equipment delivered to CI I ' s local facility is three (3 ) to seven (7) Business Days . 11 , FORCE MAJEURE CII will not be considered in default or liable for any delay or failure to perform its obligations under this Contract if such delay or failure arises directly or indirectly out of an act of nature, war, labor strikes, lockouts, trade disputes, fires, quarantine restrictions, governmental action or by causes beyond the reasonable control of CII. In such event, any obligation of C11 under this Contract will be postponed until the cause underlying the Force Majeure ceases to exist and such postponement or delay will not be held against CII . Cil shall immediately notify the Customer verbally and in writing if a Force Majeure event delays performance and shall state the revised date for performance . Page 3 of 13