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LEVEL 2
<br />SERVICE AGREEMENT
<br />g*rz,
<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 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 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 />11
<br />ss/replay.serviceag.10.7.03 Replay Service Agreement
<br />Revised: 05/15/08 Level 2
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