No preview available
HomeMy WebLinkAboutC09-426 Matrix Systems AgreementMATRIX SYSTEMS, INC. SERVICE AGREEMENT Customer: Eagle County Colorado Effective Date of First Signature Date: Address: 200 Broadway Agreement TBD Eagle, CO 81631 Number: In consideration of their mutual promises, MATRIX SYSTF,MS, INC. and CUSTOMER agree to the following: (1) DEFINITIONS. For the purpose of brevity and uniformity, all references to MATRIX in this Agreement will be construed to mean MATRIX SYSTEMS, INC. All references to the CUSTOMER, shall be construed as meaning and applying to the party identified as "Customer" above. (2) SCOPE OF SERVICE. This Agreement includes all labor and/or materials required to maintain the equipment and software listed in EXHIBIT A (the "Covered System") which is incorporated herein by reference, in a fully operational mode as in effect at original delivery ("Maintenance Services"). MATRIX shall have sole discretion as to whether to repair or replace covered equipment. (3) PRICE AND PAYMENT TERMS. MATRIX' fees for Maintenance Services are as set forth in Exhibit A (the "Annual Fee"). Payment of the Annual Fee shall be due on the Effective Date. MATRIX reserves the right, at its sole discretion, to withhold service for any failure or delay by CUSTOMER in payment of the Annual Fee by the due date stipulated herein. MATRIX also reserves the right, at its sole discretion, to withhold service in respect of CUSTOMER'S breach of any other agreement it has with MATRIX while such breach continues. (4) SOFTWARE UPGRADES. Upon request from customer, upgrades to the current revision level software shall be provided free of charge during the warranty period and so long as a standard Matrix software maintenance contract is continued. Installation and training labor, conversion and merging of new software with Customer's database, and any hardware which may be required by the upgrade, are not included and will be provided by quote. Software upgrades, not included as part of a complete system upgrade/install or support for newly purchased hardware, will be warranted for 90 days from date of installation. The term upgrades shall include those updates and enhancements which are designed to improve the overall performance, efficiency and operator utilization of the system, and to maintain uniformity of the product and maintenance of the product throughout the Matrix client base for this application. The term upgrades shall not include new or custom features and functions which are specific to the Customer. Custom software is available by separate quote. Upgrades to new revisions of third party software will be provided at the sole discretion of Matrix Systems, Inc. and only for the purposes of the continuing proper operation of the system. (5) DURATION. This Agreement shall remain in effect for the period of one calendar year from the Effective Date unless at least thirty (30) days prior to the expiration date, either party gives to the other written note of its intention to terminate the Agreement. This Agreement may be renewed, upon written mutual agreement of the parties under the same terms as stipulated herein or as otherwise stipulated thereby. (6) REPAIRS. All equipment covered in this Agreement shall be repaired if it has become defective through normal wear and usage. Maintenance Services shall not include the labor and/or material required to repair equipment that has otherwise become defective, including, but not limited to, damage caused by accidents, physical abuse or misuse of the equipment, lightning damage, fires, or other acts of God. (7) RIGHT TO SUBCONTRACT. MATRIX shall have the right to subcontract, in whole or in part, the Maintenance Services. MATRIX shall not, however, be relieved of any liability under this Agreement due to subcontracting. MATRIX will notify the CUSTOMER of the name and address of any subcontractor, if requested by CUSTOMER. (8) MAINTENANCE STANDARDS. The Covered System will be maintained by MATRIX or its subcontractor in accordance with the following standards: (A) where required, MATRIX parts or parts of equal quality will Page 1 of 4 ~--~~~1 MATRIX SYSTEMS, INC. SERVICE AGREEMENT be used; (B) oil, water, dust and foreign substances will be removed from the equipment; (C) the equipment will not be subject to mechanical abuse; (D) the equipment will be maintained at levels necessary to provide the normal operation as originally designed; (E) routine maintenance procedures by MATRIX or its subcontractor will be followed. (9) PACKAGING AND SHIPPING COSTS. Packing materials for shipment and shipping costs for Covered System components returned to MATRIX for repair under this Agreement shall be the responsibility of the CUSTOMER. Material will be returned to the CUSTOMER by UPS ground service, paid by MATRIX. If CUSTOMER specifies a shipping method other than UPS, the entire shipping and handling charges will be billed to CUSTOMER. (10) ACCESS. CUSTOMER shall at all times, provide MATRIX with complete and unrestricted access to all Covered System components. MATRIX may at reasonable times and as necessitated by maintenance procedures, regulate the primary equipment incidental to the operation of the Covered System. (11) INTERRUPTION OF SERVICE. MATRIX does not assume and shall have no liability under this Agreement for its, or its subcontractor's failure or delay in providing Maintenance Services due directly or indirectly to causes beyond its reasonable control and is without fault or negligence of MATRIX, including but not restricted to, acts of God, acts of public enemy, acts of the United States, any State, territory of the United States or any political subdivision of the foregoing, or the District of Columbia, its agents, employees or subcontractors, fires, floods, epidemic, quarantine restrictions, strikes, freight embargoes, CUSTOMER-caused delays, and unusually severe weather conditions. (12) WARRANTY. OTHER THAN AS SPECIFICALLY PROVIDED HEREIN, MATRIX MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INLCUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, MATRIX SHALL NOT BE LIABLE FOR CONSEQUENTIAL DAMAGES EVEN IF MATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER'S SOLE REMEDY UNDER THIS AGREEMENT SHALL BE LIMITED TO REPAIR, OR AT MATRIX'S SOLE DISCRETION, REPLACEMENT OF THE COVERED SYSTEM COMPONENTS. (13) TAXES. The prices quoted herein do not include any applicable sales and/or use taxes. CUSTOMER agrees to pay MATRIX any present or future taxes or any other government charges now or hereafter imposed by existing or future laws with respect to this Agreement. (14) ASSIGNMENT. No assignment or transfer in whole or in part of this Agreement shall be binding upon MATRIX without its written consent, which such consent shall not be unreasonably withheld. (15) ENTIRE AGREEMENT. This Agreement represents the entire agreement between the parties; no oral agreement or correspondence shall be held to alter the provisions hereof. To be valid, all subsequent changes and modifications shall be evidenced in a writing duly executed by both parties. Page 2 of 4 MATRIX SYSTEMS, INC. SERVICE AGREEMENT (16) NONINTERFERENCE. CUSTOMER shall not, directly or indirectly, ask, induce, or influence any of MATRIX' employees to leave MATRIX employment during the term of this Agreement and for eighteen (18) months after its expiration. (17) APPLICABLE LAW. The laws of the State of Colorado govern this Agreement. MATRIX and CUSTOMER hereby agree to sumbit to the jurisdiction of the courts of Colorado. Venue shall be in the Fifth Judicial District for the State of Colorado. (18)TABOR. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the CUSTOMER nor shall any payment be made to the MATRIX in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Eagle County Board of County Commissioners in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the CUSTOMER is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. (19) INDEPENDENT CONTRACTOR. MATRIX acknowledges that MATRIX is an independent contractor providing Services to the CUSTOMER. Nothing in this Agreement shall be deemed to make MATRIX an agent, employee, partner or representative of CUSTOMER. MATRIX shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of CUSTOMER without the written consent of the Board of County Commissioners. MATRIX will maintain liability, unemployment and workman's compensation insurance on his/her behalf, as necessary. (20) INDEMNIFICATION. Within the limits allowed by law, MATRIX shall indemnify CUSTOMER for, and hold and defend the CUSTOMER and its officials, boards, officers, principals and employees harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the negligent acts or omissions of, or presentations by, the MATRIX in violation of the terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against the CUSTOMER to the extent that the CUSTOMER is liable to such third party for such claim without regard to the involvement of the MATRIX. (21) CONFIDENTIALITY. MATRIX and CUSTOMER acknowledge that, during the term of this Agreement and in the course of MATRIX rendering its Services, MATRIX and CUSTOMER may acquire knowledge of the business operations of the other party not generally known deemed confidential. The parties shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any such confidential knowledge or information and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of the other party during the term of this Agreement, and for a period of five (5) years following termination of this Agreement. Any such information must be marked as confidential. The parties recognize that the CUSTOMER is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. Page 3 of 4 MATRIX SYSTEMS, INC. SERVICE AGREEMENT (CUSTOMER NAME BY: ~,,.: NA~%lE: Keith Montag ~ (Type r Print) TITLE: County Manager DATE: ~~ ~U ~ 1 Matrix Systems, Inc. v NAME: David Schellin TITLE: Chief Operating Officer and CFO DATE: y~ y/~ Page 4 of 4 a x W z CW G Z ~ O 0 W Qr ~ O N ~ O) ~ ~-' 2 ~ m C~ ~ ~ ~ Z a~ O ~ m~ O ~_ UQH w ~rn J _U O (3 i N N Q U ~ W(nrn 0 U ~ °o ~ ~ O U O 'O/~ O_ O ~ 6F} v J ff} L O Q Q O c 0 d m c~ 3 c~ 2 O Q a a~ O O U 0 Q Q c~ O H 0 ~. m c a~ v c V U L N G1 N T X 'i t6 a c~ U N 0 Z W N m Z_ ~ O N W N 0] p~ 0 O_ ¢ W a ~O N O Z cJ'7 O V a N ~ o[w~a a z ~~ W = W w z~ O~ ¢ ~ Z a°COz W W V ~ W W ~ ~ D7 W C r y ~ W W » C7 N U Z a ¢ J W a F- ~ ~O W F Z } Z a O } H U Z = a ~ ¢ Z Qo ~~ ~¢ W ¢ za 0 W a a_ x w 0 O U U O J O w a W O v Z H d ¢ U W 0 O z F- U O O ¢ a O o ~nooo~no~no~n~n~ mo O O f~ A N O N In N CO N M M M O O O ~ M N V N (D N CO _ _ Efl to Uj Vj EA ff3 ~ to ffl Efl Efl Efl EA EA EA -- lal ~ ~~~~N ~~~~ ~N O N o~~~o~~~~ ~~ 0 000 0000 00 N ~ ~ ~ ~ N ~~nn~nn~~ ran o~~ o000000000^ o0 V 1~ H M V CO V V M V c0 V N O N N N CO N N N N N N O c D O O O V O O O O V O N M N N N N N N N N N N Z Z Z Z Z Z Z Z Z Z Z Z Z Z O 00000000000 00 ~ ~~~~~~~~~r-F- ~~ a a a a a a a a a a a a a s J J J J J J J J J J J J J J ~ ~ ~ U ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ Z Z Z Z Z Z Z Z Z Z Z Z Z Z O 00000000000 00 U U U U U U U U U U U U U U 2 2 2 2 2 2 x 2 2 2 2 2 x x w wwaaaaaaaaa dn. 0 00000000000 00 w wwwwwwwwwww ww ~ - ~r-r-~~~~~~~~ - - - - - - - - - - - ~r- - - - J ----------- J J J J J J J J J J J -- J J Z Z Z Z Z Z Z Z Z Z Z Z Z Z W F- ~ W ¢ Z a W W a ~ z o~C pm~ Z zzw ~ w (n a w ¢ NL -L awUU ~ ~ ~ Z ~ J Z ~ J ¢ O O m D a w W J 0 Q Q¢ ~, a U¢p JaC7t7 J aa x a O }wJzzzJ~ o a c t w a w 0 0 0~ w~~¢ W ¢ ~ O LL Y N w ~ H r w~ J J~ ¢¢¢ a a a¢¢ J J Z N a~ O ~ ~ ~ ~~~ ~ ~ w~~~v w ~ ic nc n~~ U Q ° w>ZZZ ~ZZH-1-C~ Y Y ¢ O CO C ¢ 0 0 0 O O w w? -_ ¢a C o C¢OOO _ W ~~~ W ~ E ON¢ mm ~ fA ¢ m M In N N N a s N N N NMMMCD l1')O)m to c0 00 00 N W o0 W CO O ~ ~ ~ of o0 m m m rn m rn rn v v v v m m M M M M M M M R V V V M M co co co co co co co co co co cD o 0 r O H 2 W Q a J Q Z Z Q J a 0 O c d C O U C N E d N ~+ x m m d