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la LEVEL 3 SERVICE AGREEMENT This Service Agreement ('`Agreement') is made and executed by and between Replay Systems, Inc. ("Replay") and Indian River County (hereinafter referred to as " Purchaser" ) . WHEREAS , Purchaser has purchased the equipment identified on the attached Appendix 2 (the " Equipment") , and desires a service contract in connection with same, and WHEREAS , Replay is in the business, among other things, of servicing items such as the Equipment, and WHEREAS , Purchaser is desirous of obtaining from Replay, and Replay is desirous of providing, a service contract for the Equipment, on the terms and conditions contained herein, NOW . THEREFORE , in exchange for the mutual promises, covenants, and consideration described herein , the parties hereto agree as follows : L RECITALS The foregoing recitals are true and correct, and are incorporated herein by reference. 2 TERM The term of this Agreement (the "Term" ) shall be for a period of one ( 1 ) year commencing on 10/01 /09 and terminating on 09/30/ 10, and shall automatically renew on the same terms and conditions, on an annual basis, for successive one ( 1 ) year terms unless either party notifies the other in writing of its intention not to renew at least thirty (30 ) days prior to the expiration of a Term . 3 . SERVICE For the services described herein Purchaser shall pay Replay a service fee (the " Service Fee' ) of $4 ,677 .00 per year ( provided, however, that for each one ( 1 ) year Term after the first one ( I ) year Term hereof, the Service Fee shall be subject to a cost- of- living increase of no greater than five percent (5 %) of the Service Fee for the immediately preceding one ( 1 ) year Term) . Replay agrees to provide 24 hour telephone consultation, 365 days a year, for service questions regarding the Equipment . Replay agrees to provide to Purchaser local on-site service for repair of known or suspected failures of the Equipment during the Term. Monday through Friday, 8 : 00 a. m . through 5 : 00 p . m . , local time, except for those holidays listed in Appendix 1 . Replay service technicians dispatched by the Replay service headquarters shall arrive at the Purchaser ' s place of business within one ( 1 ) business day from notification by the customer of a known or suspected failure of one or more pieces of the Equipment . Replacement parts for the Equipment, if needed as a result of normal wear and tear or a defect in the Equipment, will be furnished and installed by Replay service personnel at no extra charge . The parts replaced shall become the property of Replay. If parts must be replaced due to causes other than defects or normal wear and tear, Replay shall charge, and Purchaser shall pay, the price in effect at the time for such parts and all reasonable expenses associated with Replay ' s cost to replace said parts. Replacement parts ( whether component parts, assemblies, subassemblies, or otherwise) may consist, in whole or in part, of new or refurbished items, at Replay ' s option . In the event that a required part is not locally available and the failed part cannot be repaired by the local Replay service technician, parts will be shipped immediately by Replay or its supplier via 24-hour express service to arrive the next business morning (Monday through Friday) , contingent on such notice being provided prior to 4 : 00 p . m . Eastern time . When notification is received after this time, the parts will be shipped no later than the following business morning. Replay shall deliver and install, at no additional cost, hardware and software Field Engineering Change Orders on the Equipment. 1 Replay Service Agreement ss/replay . serviceag. 10 . 7 . 03 Level 3 Revised : 10/20/08