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<br /> 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 (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 /09 and terminating
<br /> on 09/30/10, 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
<br /> 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 $8,306 .00 per
<br /> year
<br /> ( provided, however, that for each one ( 1 ) year Term after the first one ( 1 ) year Term hereof, the Service
<br /> Fee shall be
<br /> subject to a cost-of- living increase of no greater than five percent ( 5%) of the Service Fee for
<br /> the immediately
<br /> preceding one ( 1 ) year Term) .
<br /> Replay agrees to provide 24 hour telephone consultation , 365 days a year, for service questions
<br /> 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
<br /> listed in
<br /> Appendix 1 . 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,
<br /> 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,
<br />and
<br /> Purchaser shall pay, the price in effect at the time for such parts and all reasonable expenses associated with
<br /> 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
<br /> 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
<br /> business
<br /> morning. Replay shall deliver and install , at no additional cost, hardware and software Field Engineering
<br />Change
<br /> Orders on the Equipment.
<br /> 1
<br /> ss/replay . serviceag. 10 . 7 . 03 Replay Service Agreement
<br /> Revised : 10/20/08 Level 3
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