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neoeiveu : 0110 / Uo 11 : 41AM ; 9542679184 - > IRC EMERGENCY SERV ; Page 2
<br /> FROM RAy SYST = MS AW N AUG i6 2006 9 : 46 / ST . 9 . 4o / Nc . 6833D19 ; 54 F
<br /> • LEVELS
<br /> SERVICE AGREEMENT
<br /> This Service Agreement ("Agrccmcat") is made and executed by and between Rcplay Systems, Inc. ("Replay") and Ind on River County a Political
<br /> subdivision of the State of Florida (hereinufler referred to Its "Purchaser").
<br /> WHEREAS, purchaser has purchased the equipment identified on the attached Appendix 2 (the "Equipment'), and desires a service contract in eonnuaon
<br /> with same. and
<br /> WHEREAS. Replay is in the business, among other things, of servicing items such as the Equipment, and
<br /> WHEREAS, Purchaser is desirous of obtaining from Replay, and Replay is desirous of providing, a service contract for the Equipment, on the terms and
<br /> condiliuns contained herein,
<br /> NO W. THEREFORE, in exchange for the mutual promises, covenants, and consideration described herein, the parties hereto agree as follows :
<br /> I . RECITALS
<br /> The foregoing recitals we true and correct and are incorporated herein by reference.
<br /> 2 TERM
<br /> The term of this Agreement (the "Term") shall be for a periaxi of one ( 1 ) year commencing on 10101106 and terminating on 09/7(/07, and shall
<br /> automatically renew on the same terms and conditions, on an annual basis, for succcasivc one ( 1 ) year terms unless either parry notifies the other
<br /> in writing of its intention not to renew at Iced thirty (30) days prior to the expiration of a Tcrrn.
<br /> 3. SERVICE
<br /> For the services described herein Purchaser shall pay Replay a service fee (the "Scrvicc Fee') of S7 7 75 per year (provided, however, thatfor
<br /> each one ( 1 ) year Term alter the first one ( 1 ) year Term hacof, the Service Fee shall be subject to a cwt-of-living increase of no greater than
<br />five
<br /> percent (50/.) of the Service Fee for the immediately preceding one ( 1 ) year Term).
<br /> Replay agrees to provide 24 hour telephone consultation, 365 days a year, for service questions regarding the Equipmrnl.
<br /> Replay agrees to provide to Purchaser local on-site service for repair of known or suspected failures of the Equipment during the Term, Monday
<br /> through Friday, 0:00 a.m. through 5:00 p.m.. local time, except for those holidays listed in Appendix 1 . Replay service tcc4niciatts dispatched by
<br /> the Replay service headquancrs shall arrive at the purchaser' s plan of business within one ( 1 ) business day from notification by the customer of
<br /> a known or suspected failure of one or more pieces of the Fquipment
<br /> Replacement parts for the Equipment if needed as a result of normal wear and scar or a defect in the Equipment, will be furnished and installed
<br /> -- by Replay service personnel at no extra charge. The parts replaced shall become the property of Replay. If parts must he replaced due to causes
<br /> other than defects or normal wear and tear, Rcplay shall charge, and Purchaser shall pay, the price in effect at the time for such parts and all
<br /> reasonable expenses associated with Replay 's cost to replace said pans.
<br /> Replacement parts (whether component para, assemblies, subassemblies, or otherwise) may consist, in whole or in pari, of new or refurbished
<br /> items, at Replay 's option.
<br /> In the event that a required pan is not locally available and the failed pan cannot be repaired by the local Replay service technician, parts will be
<br /> shipped immediately by Replay or its supplier via 24-hour express service to arrive the next business morning (Monday through Friday),
<br /> contingent on such notice being provided prior to 4 :00 p.m. Eastern time. When notification is received after this time, the pans will be shipped
<br /> no later than the following business morning. Replay shall deliver and install, at no additional cost, hardwwc and software Field Engineering
<br /> Change Orders on the Equipment
<br /> Undcr this Agreement, Replay resolves to work toward giving your Equipment availability approaching 100% To do this, Replay may, based on
<br /> technical judgments made by Replay's service personnel, request to be able to monitor machine functions via its Remmc Diagnostic Facility
<br /> ("RDF"), but always with prior knowledge, approval, and cooperation of Purchaser. Ai such time, Replay may also make changes to the resident
<br /> soRwarc, but never in a way that would knowingly disrupt normal operations, violate security, or disturb Purchaser's records. In addition. Replay
<br /> may, from time to time, recommend and initiate replacement of suspect component parts at no expense to Purchaser, but with Purchaser's
<br /> planned cooperation regarding roplaccment work. This will always be done with every intention of minimizing disruption.
<br /> Finally, if Replay deems it advisable for a manufacturer's service tcchnician to visit and perform machine or operational remediation on-site, such
<br /> a trip will be initiated by Replay, but with the full knowledge and cooperalion of Purchaser. if such n visit is necessitated as
<br />a result of
<br /> Equipment defect or normal wear and tear, the full expenses for such visit, including per diem, living expenses and all incidental costs relating
<br /> either W the trip or the service work, will be the responsihility of Replay, with no cost to the Purchaser. In all other instances, Purchaser shall
<br /> bear all costs and expenses associated with the visit. Purchaser shall maintain on-site environmental conditions as specified by Replay on-she
<br /> representatives. These conditions will be within the common environmental range of all system components.
<br /> )
<br /> <Nf rep lay.serviccag. ] a 7.03
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