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� lay <br /> LEVEL 2 <br /> SERVICE AGREEMENT <br /> This Service Agreement ("Agreement') is made and executed by and between Replay Systems, Inc . ("Replay") <br />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 <br /> 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 <br /> 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 <br />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 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 ,521 .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 /> 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 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, <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 /> Replay agrees to provide local on-site service to Purchaser Monday — Friday, 8 : OOam — 5 : OOpm, local time, except <br /> for <br /> holidays listed in Appendix I when necessary at an additional charge. Replay Service technicians dispatched <br /> by <br /> Replay Systems ' Headquarters are to arrive at the Purchaser ' s place of business within 24 hours from notification <br /> 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 <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 Change <br /> Orders on the Equipment . <br /> ss/replay. serviceag. 10. 7. 03 <br /> Revised : 10/20/08 Replay Service Agreement <br /> Level 2 <br />