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POO ay
<br /> LEVEL 2
<br /> SERVICE AGREEMENT
<br /> This Service Agreement ("Agreement") is made and executed by and between Replay Systems, Inc. ("Replay") and Indian
<br /> River County (hereinafter referred to as "Purchaser").
<br /> WHEREAS, Purchaser has purchased the equipment identified on the attached Appendix 2 (the "Equipment"), and desires a
<br /> service contract in connection 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
<br /> Equipment, on the terms and conditions contained herein,
<br /> NOW, THEREFORE, in exchange for the mutual promises, covenants, and consideration described herein, the parties hereto
<br /> agree as follows :
<br /> 1 . RECITALS
<br /> The foregoing recitals are true and correct, and are incorporated herein by reference.
<br /> 2 TERM
<br /> The term of this Agreement (the "Term") shall be for a period of one ( 1 ) year commencing on 10/23/08 and terminating
<br /> on 09/30/09, and shall automatically renew on the same terms and conditions, on an annual basis, for successive one ( 1 )
<br /> year terms unless either party notifies the other in writing of its intention not to renew at least thirty (30) days prior to
<br /> the expiration of a Term.
<br /> 3. SERVICE
<br /> For the services described herein Purchaser shall pay Replay a service fee (the " Service Fee") of $2 ,366.00 (prorated)
<br /> per year (provided, however, that for each one ( 1 ) year Term after the first one ( 1 ) year Term hereof, the Service Fee
<br /> shall be subject to a cost-of-living increase of no greater than five percent ( 5 %) of the Service Fee for the immediately
<br /> preceding one ( 1 ) year Term) .
<br /> Replay agrees to provide 24-hour telephone consultation, 365 days a year, for service questions regarding
<br />the
<br /> Equipment.
<br /> Replacement parts for the Equipment, if needed as a result of normal wear and tear or a defect in the Equipment, will
<br /> be furnished at no extra charge and installed by Purchaser' s personnel . The parts replaced shall become the property of
<br /> Replay. If parts must be replaced due to causes other than defects or normal wear and tear, Replay shall charge, and
<br /> Purchaser shall pay, the price in effect at the time for such parts and all reasonable expenses associated with Replay ' s
<br /> cost to replace said parts .
<br /> Replay agrees to provide local on-site service to Purchaser Monday — Friday, 8 : OOam — 5 : OOpm, local time, except for
<br /> holidays listed in Appendix 1 when necessary at an additional charge. Replay Service technicians dispatched by
<br /> Replay Systems ' Headquarters are to arrive at the Purchaser' s place of business within 24 hours from notification by
<br /> the customer of a known or suspected failure of one or more pieces of equipment covered by this agreement.
<br /> Replacement parts (whether component parts, assemblies, subassemblies, or otherwise) may consist, in whole or in
<br /> part, of new or refurbished items, at Replay' s option.
<br /> In the event that a required part is not locally available and the failed part cannot be repaired by the
<br />local Replay
<br /> service technician, parts will be shipped immediately by Replay or its supplier via 24-hour express service to arrive the
<br /> next business morning (Monday through Friday), contingent on such notice being provided prior to 4 : 00 p . m. Eastern
<br /> time. When notification is received after this time, the parts will be shipped no later than the following business
<br /> morning. Replay shall deliver and install, at no additional cost, hardware and software Field Engineering Change
<br /> Orders on the Equipment.
<br /> 1
<br /> ss/replay. serviceag. 10. 7. 03 Replay Service Agreement
<br /> Revised : 05/ 15/08 Level 2
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