3/11/2016 11:15:41 AM
10/1/2015 3:46:07 AM
Official Document Type
Agenda Item Number
Replay Systems Inc.
Level 3 Service Agreement
Emergency Operations Center E911 Public Safety Answering Point
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la <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 /> L 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 />) <br /> year terms unless either party notifies the other in writing of its intention not to renew at least thirty (30 ) <br /> 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 $4 ,677 .00 <br /> per year <br /> ( provided, however, that for each one ( 1 ) year Term after the first one ( I ) 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 <br /> 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 <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 <br />following 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 /> Replay Service Agreement <br /> ss/replay . serviceag. 10 . 7 . 03 <br /> Level 3 <br /> Revised : 10/20/08 <br />
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