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Maintenance Services Agreement with Quality Recording Solutions, LLC THE PARTIES AGREE: 1 Definitions "Contract Period" This Maintenance Services Agreement with Quality Recording Solutions, LLC ("Contract") by and between Quality Recording Solutions, LLC and INDIAN RIVER COUNTY, a political subdivision of the state of Florida (the "Client") shall be in effect from the date of execution, being the last dated signature herein and shall automatically renew unless otherwise terminated as provided herein for a total time of not more than five (5) one (1) year terms, as set out in "Schedule 1" attached hereto as Exhibit A, and subject to the terms and conditions in the "Addendum" attached hereto as Exhibit B. The Contract shall terminate absolutely with no further renewals at the end of the fifth (5th) calendar year, being December 31, 2029. "Coverage Hours" means the period outlined as Coverage Hours as set out in Schedule 1. "Location ofEquipment" means the Location of the Equipment as set out in Schedule 1. "Response Time" means the period elapsed during the Coverage Hours from the time of telephone receipt at the Quality Recording Solutions Helpdesk of Client's report of a potential problem and Quality Recording Solutions subsequent contact with Client by telephone or other media by a service engineer. "On -Site Support" means the period elapsed during the Coverage Hours from the time of agreement by the Quality Recording Solutions Helpdesk and the Client that on site remedial action is required to resolve a report of a potential problem and the arrival at the Location of Equipment address by a service engineer. "Order Confirmation" means a Maintenance Services Order Confirmation substantially in the form set out in Schedule 1 and executed by both parties. "Price" The Contract Price shall be in an amount not to exceed $136,750, to be broken down in annual amounts based on the quotes and requested services herein. General 2.1 The execution by both parties of this Agreement shall be an acknowledgement that the terms of this Agreement shall apply to such Order Confirmation. This agreement only becomes binding on Quality Recording Solutions when signed on its behalf by an authorized signatory of the County and Quality Recording Solutions. Quality Recording Solutions may end this agreement if Client breaks any of its obligations. Client will have 30 days to rectify issues before contract is terminated. 2.2 This document and exhibits hereto contain all the terms of the agreement between the parties and no variations will be valid unless agreed in writing by an authorized signatory of both parties. 2.3 The Schedule 1 (Exhibit A) and Quotes attached hereto as Exhibit C define any facilities, information, materials and resources ("Client Resources") to be provided by Client. Quality Recording Solutions shall in no event be liable for any loss or further expenses incurred as a result of Client's failure or delay in providing Client Resources or arising as a consequence of any inaccuracies therein. 2.4 This agreement is governed in all respects by the laws of the state of Florida, without reference to any conflict of law rules. 2.5 Any notice to be served on either party shall be in writing and shall be sent by certified mail to the address given in this agreement or such other address as may have been notified for that purpose and shall be deemed to have been received 48 hours after having been sent. 2.6 Quality Recording Solution is registered with and will use the Department of Homeland Security's E -Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. Quality Recording Solution is also responsible for obtaining an affidavit from all subcontractors, as required in Section 448.095(5)(b), F.S., stating the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. Services Provided by Quality Recording Solations Quality Recording Solutions agrees: Proprietary & Confidential to Quality Recording Solutions, LLC Page 2 of 7