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LEVEL 3
<br /> SERVICE AGREEMENT
<br /> This Service Agreement ("Agreement") is made and executed by and between Replay Systems, Inc. (`Replay") and Indian
<br /> River County, a political subdivision of the State of Florida (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 10/01/07 and terminating
<br /> on 09/30/08, 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 $7.910.00 per year
<br /> (provided, however, that for each one ( 1) year Term after the first one ( I ) year Term hereof, the Service Fee shall be
<br /> 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 /> Replay agrees to provide to Purchaser local on-site service for repair of known or suspected failures of the Equipment
<br /> during the Term, Monday through Friday, 8:00 a.m. through 5 :00 p.m., local time, except for those holidays listed in
<br /> Appendix I . Replay service technicians dispatched by the Replay service headquarters shall arrive at the Purchaser' s
<br /> place of business within one ( 1 ) business day from notification by the customer of a known or suspected failure of one
<br /> or more pieces of the 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 and installed by Replay service personnel at no extra charge. The parts replaced shall become the property
<br /> of 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 /> 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 /> Under this Agreement. Replay resolves to work toward giving your Equipment availability approaching 100%. To do
<br /> this, Replay may, based on technical judgments made by Replay' s service personnel, request to be able to monitor
<br /> machine functions via its Remote Diagnostic Facility ("RDF"), but always with prior knowledge, approval, and
<br /> cooperation of Purchaser. At such time. Replay may also make changes to the resident software, but never in a way
<br /> 1
<br /> ss/rep lay. serviceag. 10.7.03
<br /> Revised : 11 /06/06
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