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HomeMy WebLinkAboutC11-136 Matrix Systems Badge Reader Agreement AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND MATRIX SYSTEMS, INC. THIS AGREEMENT ( "Agreement "), dated this L 3 day of 6C�- 2011, is between Eagle County, Colorado ( "County ") and Matrix Systems, Inc. a (W10 corporation ( "Contractor "). WITNESSETH: WHEREAS, Eagle County desires to add a card reader on the National Guard vehicle and pedestrian gate at the Eagle County Regional Airport; and WHEREAS, Contractor is authorized to do business in the State of Colorado, has the necessary experience and expertise to perform the work, and Contractor wishes to provide said work to County. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and Contractor agree as follows: • 1. SCOPE OF WORK: The following will collectively be referred to as the "Work :" t Contractor shall furnish all services, labor, personnel and materials necessary to perform and complete the work described in the first "whereas" clause hereof, and as more fully set forth in Contractor's February 1, 2011 Proposal, referencing Matrix Systems Proposal #100827 -24577 Rev.4 (the "Proposal ") a copy of which, • is attached hereto as Exhibit A and by this reference made a part hereof. In the event of a conflict between the provisions of this Agreement and the Proposal, the Agreement shall control. 2. CONTRACTOR'S REPRESENTATIONS: A. Contractor has familiarized itself with the nature and extent of the Work, locality, and with all Local conditions, and federal, state, and local laws, ordinances, rules, permits and regulations that in any manner may affect cost, progress, or performance of the Work. B. Contractor represents and warrants that the Work will comply with any and all applicable laws, codes, rules and regulations. In the event the Work relates to property • owned or funded by federal, state or local government funds, Contractor agrees to comply with any additional terms and conditions required by applicable laws, codes, rules and regulations. The Contractor's personnel shall observe all regulations in effect upon the Airport. C. Contractor shall be solely responsible for all Work performed whether by • Page 1 of 5 Contractor, its employees or subcontractors and shall ensure compliance with this Agreement in all respects. Contractor shall ensure that subcontractors are timely paid for their Work. D. All guarantees and warranties of equipment or other materials furnished to Contractor or subcontractors by any manufacturer or supplier are for the benefit of County. Further, Contractor warrants that title to all Work, equipment and materials will pass to County upon payment for the Work free and clear of all liens, claims or encumbrances. Contractor assumes all risk of loss with respect to the equipment and materials until title passes to County subject to on -going warranties and the terms of this Agreement. 3. CONTRACT PRICE: A. County shall pay Contractor for performance of Work which is satisfactorily performed as set forth in Exhibit A. B. Notwithstanding the foregoing, Contractor will submit an invoice upon completion of the Work. Such invoice shall detail the Work performed; and if Work is performed on an hourly basis the number of hours spent. County will submit payment within thirty (30) days of receipt of the invoice for all Work satisfactorily performed. County reserves the right to request additional detail or information with respect to any invoice which it considers deficient or incomplete. Travel time and out of pocket expenses shall be at cost and supported by receipts or other acceptable documentation. 4. COMMENCEMENT AND COMPLETION OF THE WORK: A. Contractor shall complete the Work within forty -five (45) days of execution of this Agreement by all parties. Contractor agrees to notify County immediately if achievement of the completion date appears unlikely to the Contractor, and thereupon, County and Contractor will meet to discuss the reasons for delay and means of achieving timely completion. 5. INDEMNIFICATION: The Contractor shall, to the fullest extent permitted by law, indemnify and hold harmless County and any of its officers, agents and employees against any losses, claims, damages or liabilities including attorneys' fees and costs, damage to g y property, oz in'uries to or death of any injuries Y person or persons, and including workers compensation claims, of or by anyone whomsoever, for which County or any of its officers, agents, or employees may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor hereunder 6. INDEPENDENT CONTRACTOR: A. With respect to the provision of the Contractor's Work hereunder, Contractor acknowledges that Contractor is an independent contractor providing Contractor's services to County. Nothing in this Agreement shall be deemed to make Contractor an agent, employee, partner or representative of County. • Page 2 of 5 • B. The Contractor shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the County. C. The Contractor hereby acknowledges full and complete liability for and timely payment of all local, state and federal taxes imposed including, without limitation, tax on self - employment income, unemployment taxes and income taxes. 7. MISCELLANEOUS: A. This Agreement shall be governed and construed in accordance with the laws of Colorado. Venue for any action arising out of any dispute pertaining to this Agreement shall be in the State of Colorado, District Court in and for Eagle County, Colorado. B. This Agreement, and the rights and obligations created hereby, shall be binding upon and inure to the benefit of County and Contractor and their respective successors and assigns. Nothing herein expressed or implied is intended or should be construed to confer or give to any person or entity other than County or Contractor and their respective successors and assigns, any right, remedy or claim under or by reason hereof or by reason of any covenant or condition herein contained. • C. If any portion of this Agreement is held invalid or unenforceable for any reason by a court of competent jurisdiction, such portion shall be deemed severable and its invalidity or its unenforceability shall not affect the remaining provisions; such remaining provision shall be fully severable and this Agreement shall be construed and enforced as if such invalid provision had never been inserted into this Agreement. D. This Agreement may be amended, modified, or changed in whole or in part only by written agreement duly authorized and executed by both County and Contractor. This Agreement represents the full and complete understanding of County and Contractor and supersedes any prior agreements, discussions, negotiations, representations or understandings of County and Contractor with respect to the subject matter contained herein. E. The Contractor's obligations hereunder shall survive termination of the Agreement. F. Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Contractor in excess of the amount for any work done in respect of any period after December 31st of the calendar year of the Term of this Agreement, without the written approval in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. § 29 -1- 101 et seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 8. INSURANCE: At all times during this Agreement, Contractor shall maintain commercial general liability insurance in the minimum amount of One Million Dollars ($1,000,000) and Workers' Page 3 of 5 - 1 Compensation insurance as required by Colorado law. Contractor shall deliver certificates of insurance to County upon execution of this Agreement. 9. NOTICE AND AUTHORIZED REPRESENTATIVES: Any notice and all communications required under this Agreement shall be given in writing by personal delivery, fax or mail to the appropriate party at the following addresses: Eagle County Airport: Contractor: Billing Richard Rao Eagle County.Airport Regional Sales Associate P.O. Box 850 Matrix Systems, Inc. Eagle, Colorado 81631 1041 Byers Road (970) 328 -2680 (office) Miamisburg, OH 45342 (970) 328 -2687 (fax) 937 -438 -9022 (office) 937 -438 -0900 (fax) Shipping Eagle County Airport 219 Eldon Wilson Road Gypsum, CO 81637 Notices shall be deemed given on the date of delivery or three days after the postmarked date of deposit, first class postage prepaid, in an official depositary of the U.S. Postal Service. 10. Prohibitions on Public Contract for Services: If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. § 8 -17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By execution of this Contract, Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor will participate in the E- verify Program or other Department of Labor and Employment program ( "Department • Program ") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. (a) Contractor shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract'with an illegal alien to perform work under the public contract for services. (b) Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E- verify program can be found at: http: / /www.dhs.gov /xprevprot/programs /gc 1185221678150.shtm Page 4 of 5 • (c) The Contractor shall not use either the E- verify program or other Department Program procedures to undertake pre - employment screening of job applicants while the public contract for services is being performed. (d) If the Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to: (i) Notify the subcontractor and the County within three (3) days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (i) of paragraph (d) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to • establish that the subcontractor has not knowingly employed or contracted with an illegal alien. (e) The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8 -17.5- 102(5). (f) If a Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated • specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. (g) The County will notify the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement on the date and year first above written. EAGLE COUNTY, COLORADO By and Through its County Manager BY _��'� ith Montag, County Mana: MATRIX YSTE S, In BY: Its: eO°A :PO • Page 5 of 5 Matrix EAGLE COUNTYAIRPORT Systems 219 Eldon Wlson Road ** PROPOSAL** Gypsum, CO 81367 RE: National Guard Gate Proposal #: 1 00827 -2577 Rev. 4 • February 1, 2011 Attn: Chris Anderson Phone: (970) 524.4058 Fax: (970) 524 -8247 Email: chris.anderson aaeaulecountv.us ;Customer Care Team Contacts For more information regarding our customer care team and 24X7 Customer Support, please visit our website @ www.matrixsys.com. Richard Rao, Regional Sales Manager (281) 642-3952 / (800) 562 -8749 Darrell Shaffner, Project Manager (901) 508 -37951 (800) 562 -8749 This proposal replaces proposal #100827 -2577 Rev. 3 and any other proposal which may have been issued for this work. ]Scope of Work Summary • Per your request, Matrix Sytems to provide all sub system equipment, installation and termination to add a card reader on the National Guard vehicle and pedestrian gate at the Eagle County Airport. Cabling for the above mentioned install to be provided by the Eagle County Airport. Wireless receiver and transmitter for opening the pedestrian gate are included within this proposal, exterior building construction (steel) and location within building will be determined to provide strongest 303.875 MH wireless signal transmission for opening of gate. Subcontractor will provide conduit, pull cabling and mount equipment. The Eagle County Airport to provide a static IP drop at the IP Door Controller. • • Page 1 • Matrix EAGLE COUNTY AIRPORT Systems 219 Eldon Wison Road ** PROPOSAL** Gypsum, CO 81367 RE: National Guard Gate Proposal #: 100827 -2577 Rev. 4 itemized Explanation of Proposed Order Qty Part, #/Description Unit Unit Category Price Total Total MATRIX HARDWARE $1,994 1 01 -14464 IP Door Controller Weatherized with RCM, MSG, 2 amp Power $1,077 $1,077 Supply in 12x12 Weatherized Enclosure 2 37 -13615 MX Weather Hood with Mounting Plate and Tamper, Black $126 $252 1 01- 14006A MIB Matrix Interface Board Assembly - Contains One MIB • $235 $235 1 01- 12093E MX -Prox2 Proximity Intelligent Badge Reader $430 $430 Includes: LCD /Keypad /Overlay THIRD PARTY HARDWARE/SOFTWARE $724 1 49 -13012 5355AGN -00 ProxPro HID Proximity Badge Reader $188 $188 1 M62FGD MGLK6212/24 VDC Maglock $339 $339 1 6230 Palm Switch Egress Button w/N.O. and N.C. Contact Blocks $45 $45 • 1 DX12 1 -CH Ext Range Recvr $77 $77 1 AAE00198 RMT OMNI DIR ANTNA W /5FT COAX $43 $43 1 D22A 1 -CH /256 CD HNDHLD DIGIT XMTR $32 $32 MATRIX IMPLEMENTATION $1,220 Lot Termination Lot Project Management • SUBCONTRACTOR IMPLEMENTATION $1,577 1 Subcontractor Installation - Access Lock & Key, Inc. • $1,577 $1,577 MOBILIZATION $1,500 1 Travel time $750 $750 1 Out of pocket expenses $750 $750 *Mobilization costs are estimated, actual charges will be billed at the time of job . completion *Out of Pocket expenses include various travel expenses required for completion of the job. TOTAL (EXCLUDES FREIGHT) $7,015 Page 2 Matrix • EAGLE COUNTY AIRPORT Systems 219 Eldon Wlson Road ** PROPOSAL** Gypsum, CO 81367 RE: National Guard Gate Proposal #: 100827 -2577 Rev. 4 `Notes Regarding Products and Services In the event of a clerical error In the Category Total column, computed pricing based on unit pricing prevails. Customer's acceptance of this proposal shall be governed solely by the Terms and Conditions set forth herein and shall not be altered or amended by any term contained in a Customer purchase order or equivalent document, except as expressly agreed in writing by Matrix independent of such purchase order. Unless otherwise stated, this proposal is based upon all work being performed during the normal working hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. All information included in this proposal is proprietary to Matrix Systems, Inc. A customer employee with full access to all buildings and areas within such buildings as required to complete the work shall be available to Matrix personnel at all times during installation. - , Pricing includes warranty for all Matrix provided hardware, and services described in this proposal. See attached Warranty Statement for details. Freight will be prepaid to your destination and will be added to your invoice. Engineering documentation to include basic Information required for equipment installation and termination. It is the responsibility of the customer to comply with all fire codes and activation of fire alarms regarding this installation. It is the responsibility of the customer to obtain and purchase all necessary permits required for this installation. Frontier is a Client/Server application and uses TCP /IP to exchange data between the Frontier Server, Workstations, and Building Controllers. Performance of the system will be impacted when using slower network links. Customer is responsible at time of order for providing network drops to connect Matrix computers to the customer's TCP /IP Ethernet network, and for providing static TCP /IP addresses for each Computer, Building Controller, Server and Matrix Subsystem Gateway (MSG). It is the customer's responsibility to insure that their network remain virus free by providing appropriate virus protection software. Page 3 Matrix am EAGLE COUNTY AIRPORT Systems 219 Eldon Wlson Road ** PROPOSAL** Gypsum, CO 81367 RE: National Guard Gate Proposal #: 100827 -2577 Rev. 4 • ;Terms and Conditions This proposal is governed by Matrix Systems, Inc. Terms and Conditions. Payment terms are net 30 days. Please see the attached Terms and Conditions for further detail. The terms and conditions specified in this document and any attachments supersede any terms and conditions which may accompany Buyer's purchase order. All invoices shall be on Matrix' standard invoice form. No other forms shall be required by Customer as a condition of payment. All properly tendered invoices shall be due within 30 days of the invoice date. Matrix expressly disclaims any right of Customer to withhold payment with respect to any invoice except In respect of Customer's good faith dispute of a charge. In the event Customer disputes a charge, such dispute shall be made in writing within 30 days of Matrix invoice date. After a correction of the item(s) in dispute, Customer shall remit payment within 30 days of the corrected invoice. All late payments are subject to a late payment penalty of 1.5 percent per month, or fraction thereof that the payment is late. All costs incurred by Matrix in collecting undisputed invoices, including attorney fees and other direct costs, shall be reimbursed by Customer. Matrix reserves the right to change any term or condition of this proposal at any time to Customer's written acceptance and receipt by Matrix. Such changes shall be in a writing delivered to Customer whereupon they shall become immediately effective as an amendment to the then unexpired proposal. This quotation may be withdrawn if not accepted within 60 days. The price shown here does not include sales or use tax. If you are exempt, please provide Matrix Systems with a valid exemption certificate at the time of your order. Otherwise, applicable sales tax will be added when the order is invoiced. Page 4 • Matrix EAGLE COUNTY AIRPORT Systems 219 Eldon Wison Road ** PROPOSAL*" Gypsum, CO 81367 RE: National Guard Gate Proposal #: 100827 -2577 Rev. 4 Proposal Acceptance The undersigned hereby certifies that he/she is authorized and, on behalf of Customer, does accept all pricing and other Terms and Conditions of this proposal without exception. Signed proposal may be faxed to Matrix at (937) 432 -1863 or malted to: 1041 Byers Road Miamisburg, OH 45342 ATTN: Inside Sales Department) FOR EAGLE COUNTY AIRPORT: (Signature) (Title) (Printed Name) (Date) Purchase Order #: OR MCNISA Credit Card #: Expiration Date: (Signature and Purchase Order or Credit Card is REQUIRED to place an order) Billing and Shipping Information Please provide billing and shipping addresses if a hard copy Purchase Order will not be accompanying the accepted proposal. Accurate information Is vital to timely shipment of product and invoicing. Bill To: Ship To: (Street) (Street) (Street) (Street) (City, State Zip Code) (City, State Zip Code) (Attention) (Attention) • Page 5 Matrix Systems Purchase Agreement/USA Terms and Conditions Payment Terms: Payment terms shall be due as follows. On orders SELLER'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, where total price is less than $20,000.00, payment shall be due in full net INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR thirty (30) days from date of invoice. On orders where total price exceeds DAMAGES, EVEN IF THE SELLER SHALL HAVE BEEN ADVISED OF $20,000.00, payment shall be due as follows: a) twenty -five percent THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. (25 %) shaft be due upon execution of Proposal; and b) subsequent progress payment invoices shall be sent monthly to Buyer based upon Maintenance: Buyer is responsible for all normal preventive the percentage of System completion and be due net thirty (30) days maintenance of System. Unless otherwise agreed, Seller will offer Buyer from date of invoice. System installations which are delayed by the maintenance services under a separate Maintenance Agreement at then - Buyer, will be invoiced for the percentage of System completion as of the current prices. date of delay. All payments are to be made in U.S. dollars. All sales tax, and any other charges or assessments imposed on this sale, are Buyer's Training: Where applicable, Buyer may purchase training classes at ° responsibility. If Buyer is tax exempt, Buyer must fumish Seller with a Seller's then- current prices. valid exemption certificate at the time of execution of this Proposal. There is a charge of 1.5% per month on overdue accounts. All orders are Pateht Indemnification: Seller will defend Buyer against any suit based subject to credit approval. At Seller's sole discretion, this Proposal may on a claim that any use or sale of System infringes a United States patent be withdrawn if not accepted within sixty (60) days from date shown provided that Seller is notified promptly and given information, assistance above. for and sole control of the defense and/or all decisions to settle or compromise, including all related negotiations. Seller shall pay resulting Expediting Equipment: There will be a ten percent (10 %) damages and costs awarded in such suit. This provision excludes any Administrative Fee charged to any order that requests expedited materials or products not manufactured by Seller, or materials and shipment of any equipment outside of standard lead time. products used in combination with System not manufactured by Seller. Freight and Delivery: Unless otherwise included within the pricing If any qualifying System or part is held to infringe a U.S. patent and its summary of this Proposal, Freight charges will be prepaid by Seller to further use is not permitted by law, Seller, at its own expense and at its Buyers destination and Buyer will be invoiced for such freight charges. sole option, will either obtain for Buyer the right to continue using System, Delivery of System and related supplies shall be FOB Seller's facility, or replace it with non- infringing System, or modify it so that it does not Dayton, Ohio. Risk of loss and damage to System and/or related infringe, or remove it and refund the purchase price paid, less a supplies shall pass to Buyer upon delivery to carrier at the point of reasonable depreciated value for use and damages. The above is shipment. Seller's entire liability relating to patent infringement of System. Order Cancellation: Buyer may cancel this order anytime prior to Proprietary Rights: Seller retains all rights to all technical data and product shipment without penalty unless Matrix shall incur costs from any information, patentable or not resulting from Seller engineering and/or vendor related to such cancellation in which case such costs shall be designing System for Buyer's use, whether included with this Proposal or passed to Buyer. Such costs shall include any vendor restocking or other provided on a subsequent Date. charges as well as the portion of the cost of all non - standard product included on a cancelled order which Matrix is unable to recover from the Buyer agrees not to enforce any patent rights against Seller or Seller's non - standard product vendor(s). customers relating to inventions made by or for Buyer involving Systems subsequent to the date of this offer. In addition to the foregoing, orders cancelled by Buyer after product shipment shall be subject to a restocking charge of 15% of selling price Assignment: Without Seller's prior written consent, Buyer may not plus actual shipping costs incurred by Matrix associated with such assign this Proposal. Seller may assign this Proposal, in whole or in part, shipment and return. but will still fulfill all obligations hereunder except when assignment is due to the sale of Seller's business, or the majority of its assets. Where Warranty and Remedies: Seller hereby states that all materials and applicable, Seller may subcontract all or part of its performance. workmanship provided In System are warranted to be free of defects as stated in attached Warranty Statement. Technical support and Force Maieure: Seller is not liable for losses, damage, detention, or emergency service shall be made available to Buyer seven (7) days per delays due to causes beyond its control including, but not limited to, acts week, twenty four (24) hours per day. of God, acts of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, war, riots, delays in transportation, govemment Limitation of Warranty and Remedies: THE WARRANTIES SET imposed restrictions or embargoes, or difficulties in obtaining necessary FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, labor, materials, manufacturing facilities, or transportation due to such EXPRESSED OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND causes. EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR Export Control: Where applicable, Buyer will comply with all laws and PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE regulations of the United States of America ( "USA ") relating to the export PART OF THE SELLER DAMAGES ARISING OUT OF OR IN to other countries of commodities and technical data from the USA and CONNECTION WITH THE USE, REPAIR, OR PERFOMANCE OF THE re- exports of same and /or end products incorporating same. SYSTEM, THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SYSTEM AND Entire Proposal: The terms and conditions specified in this document SERVICES FOR ANY OTHER PERFORMANCE UNDER OR and any attachments and/or amendments constitute the entire Proposal PURSUANT TO THiS PROPOSAL. THE SOLE AND EXCLUSIVE governing the purchase of listed System by Buyer from Seller, and shall REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE supercede any terms and conditions which may accompany Buyer's SOLE REMEDIES FOR THE SELLER'S LIABILITY OF ANY KIND purchase order. Any and all verbal representations are superseded by (INCLUDING LIABILITY FOR TORT) WITH RESPECT TO THE this Proposal. This Proposal will be govemed according to the laws of SYSTEM, SOFTWARE, AND SERVICES COVERED BY THIS and any disputes will be venued in the State of Ohio, USA. PROPOSAL SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF A DEFECTIVE ITEM OF SYSTEM. IF THE SELLER FAILS TO REPLACE Facsimile Copy: Facsimile copies of this Proposal shall be considered OR REPAIR AS AFORESAID, SELLER'S ENTIRE LIABILITY SHALL legal and binding, providing such copies contain the signatures of the NOT EXCEED THE ENTIRE AMOUNT PAID FOR SYSTEM TO SELLER authorized representatives of both parties. BY BUYER UNDER THIS PROPOSAL. IN NO EVENT SHALL THE Matrix Systems Warranty Statement • Matrix Systems, inc. ("Matrix") warrants all materials & workmanship provided by Software Uoarades/Uadates: Matrix to be free from defect for the specific period stated herein. It should be Upgrade software licenses and hotfixes are available free of charge during the noted that technical support and emergency service is available seven (7) days warranty period and will be provided upon request or as required. Installation and per week, twenty -four (24) hours per day. training labor, conversion and merging of new software with customer's database, and any hardware which may be required by the upgrade, are not inctuded and will Conditions; be provided at an additional cost Warranties as expressed in this document are In effect only when factory authorized and trained technicians install or service the Matrix Systems, Inc. The term upgrades shall include those updates and standard enhancements that products. are designed to improve the overall performance, efficiency and operator Only Matrix Systems, Inc. can authorize or certify technicians, and only after utilization of the system, and to maintain uniformity of the product and formal classroom training session with certification. maintenance of the product throughout the Matrix cllent base for this application. Work Stations / Peripherals: The term upgrades shall not include new optional or custom features and functions This warranty covers Matrix materials and workmanship for a period of one (1) that are specific to the customer. Custom software is available by separate quote. year after beneficial use / system acceptance or fifteen (15) months from the date of shipment, whichever comes first. Standard on -site warranty coverage is Monday Upgrade to new revisions of third party software will be provided at the sole through Friday during normal business hours (8:OOAM to 5:OOPM focal time) with discretion of Matrix Systems, inc. and only for the purpose of the continuing proper next business day service response. operation of the system. The cost of providing updated or upgrades to third party Optional coverage available: On -site service response, seven (7) days per week, software are not included in the upgrade. and twenty-four (24) hours per day with four (4) hour response time. It should be noted that where third party software is part of the system application, Building Cantroljs; should the manufacturer suggest an upgrade, this upgrade is billable to the user. This warranty covers Matrix materials for One (1) year. This warranty provides in addition, should the third party upgrade require additional hardware, the Retum To Factory On -site service response, Monday through Friday during hardware will be provided at an additional cost to the user. Optional coverage normal business hours (8:00AM to 5:QOPM local time) with next business day available: On -site support provided at Matrix discretion. service response. Defective components will be repaired within ten (10) working days of receipt at Matdx. Retum shipment will be via UPS Ground transportation. Materials Warranty Expedited return and 1 or optional shipping method is available at additional cost. Defective materials and / or components received by Matrix Systems, Inc. will be repaired and / or replaced within ten (10) working days of receipt. Repaired Host Computer. equipment will carry a 90 day warranty by Matrix. AU third party equipment and This warranty covers Matrix provided materials and workmanship for a period of software will carry applicable warranty provided by the vendor. To return material one (1) year after installation. Standard on -site warranty coverage is Monday and / or components, factory authorization must be obtained. To obtain a Retum through Friday during normal business hours (8:00AM to 5:OOPM local time) with Materials Authorization ("RMA'), please call Matrix customer service at 1- 800 -562- next business day service response. 3343. Materials/components should be sent to: Optional coverage available: On -site service response, seven (7) days per week, twenty-four (24) hours per day with four (4) hour response time. MATRIX SYSTEMS, INC. Service Department Photoimaginq ftmaaeWorks Hardware): 1041 Byers Road This warranty covers Matrix materials and workmanship for a period of one (1) Miamisburg, Ohio 45342 year after installation. Standard on -site warranty coverage is Monday through Friday during normal business hours (8:OOAM to 5:OOPM local time) with next Matrix does not assume and shall have no liability under this Agreement for failure business day service response. to provide or delay in providing service due directly or indirectly to causes beyond Optional coverage available: On -slte service response, seven (7) days per week, the control and without fault or negligence of Matrix, including but not restricted to, and twenty-four (24) hours per day with four- (4) hour response time. 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 Subsystem Components: Columbia, its agents, employees or subcontractors, fires, floods, epidemic, Badge readers and other subsystem components provided by Matrix are delivered quarantine restrictions, strikes, freight embargoes and unusually severe weather with a one- (1) year warranty. This warranty provides retum -to- factory coverage. conditions or defaults of Matrix subcontractors or vendors due to any such causes. Defective components will be repaired within ten (10) working days of receipt at Other than as specifically provided herein, Matrix makes no other warranties, Matrix. Retum shipment will be via UPS Ground transportation. Expedited return express or implied, including without limitation Implied warranties or and / or optional shipping method is available at additional cost. merchantability and fitness for a particular purpose. Optional coverage available: On -site service response Monday through Friday during normal business hours (8:OOAM to 5:00PM local time) with next business day service; On -site service response. seven (7) days per week, twenty-four (24) hours per day with four (4) hour response time. Software Su000rti A warranty covering Matrix workmanship is provided for the first copy of a software license type per system. The warranty period for a new license type Is one (1) year after beneficial use /system acceptance or fifteen (15) months from the date of shipment, whichever comes first. The warranty period for custom software and renewed software licenses is ninety (90) days from the date of shipment Warranty coverage Is provided via telephone for general support and requires a high speed Virtual Private Network ("VPN") connection for all remote diagnostic support. Warranty coverage is provided during normal business hours (8:OOAM to 5:OOPM Eastern time), Monday through Friday with emergency support available • seven (7) days per week, twenty-four (24) hours a day. It is the customer's responsibility to provide a remote network connection. On -site services required due to customer not providing a high speed VPN support Zink to the system is billable at the current labor rates including travel and expenses. Likewise the time required for providing diagnostic support via any other means 1 other than a high speed VPN connection may be billable.