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HomeMy WebLinkAboutC12-175 Matrix Systems Agreement AGREEMENTBETWEEN EAGLE COUNTY, COLORADO AND MATRIX SYSTEMS, INC. THIS AGREEMENT ( "Agreement "), dated this f day of p, 2012, is between Eagle County, Colorado ( "County ") and Matrix Systems, Inc. a Ohio adrporation( "Contractor "). WITNESSETH: WHEREAS, Eagle County desires to install the Matrix Systems card access control systems to the Eagle -Vail Sheriff Substation, Old Court House and the El Jebel Community Center; 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:" 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 Proposal dated April 12, 2012, referencing Matrix Systems Proposal #111118 -3835 Rev.1 concerning the El Jebel Community Center, and Contractor's Proposal dated April 12, 2012, referencing Matrix Systems Proposal #111118 -3836 Rev.2 concerning the Old Court House, and Contractor's Proposal dated April 12, 2012, referencing Matrix Systems Proposal # 111118 -3834 Rev.1 concerning the Eagle Vail Sheriff Substation (collectively the "Proposals ") copies of which, are attached hereto as Exhibit A , Exhibit B and Exhibit C respectively and by this reference are made a part hereof. In the event of a conflict between the provisions of this Agreement and the Proposals, 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 Page 1 of 7 any additional terms and conditions required by applicable laws, codes, rules and regulations. The Contractor's personnel shall observe all regulations in effect County property and at the Eagle County Sheriff's Department. C. Contractor shall be responsible for the completeness and accuracy of the Work, installation of any equipment and materials, including any software, supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors or omissions therein. Contractor shall perform the Work in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors with respect to similar services in the area at this time. D. Contractor shall be solely responsible for all Work performed whether by 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. E. 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 at the rates as set forth in Exhibit A, Exhibit B and Exhibit C which shall not exceed thirty nine thousand four hundred fifty nine dollars ($39,459.00). B. Notwithstanding the foregoing, Contractor will submit an invoice upon completion of the Work. Such invoice shall detail the Work performed. 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. 4. COMMENCEMENT AND COMPLETION OF THE WORK: A. Contractor shall deliver the materials, equipment and perform all Work no later than July 29, 2012. B. This Agreement may be terminated by either party for any reason with 15 days written notice, with or without cause, and without penalty. In the event of termination of this Agreement Contractor will be compensated for Work satisfactorily performed to the date of the notice of termination including costs to cancel any purchase order initiated as a result of this contract. Page 2 of 7 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 property, or injuries to or death of any 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, the extent that such losses, claims, damages or liabilities arise out of the negligence of Contractor or its subcontractors 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. 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. Further, Contractor acknowledges that County is a tax exempt entity. 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 Page 3 of 7 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). G. The parties recognize that the Work to be provided pursuant to this Agreement is professional in nature and that in entering into this Agreement County is relying upon the reputation of Contractor and its approved subcontractors. Therefore, neither Contractor nor its subcontractors may assign its interest in this Agreement or its subcontract, including the assignment of any rights or delegation of any obligations provided herein without the prior written consent of County, which consent County may withhold in its sole discretion. H. The Contractor and County acknowledge that during the performance under this Agreement and in the course of the Contractor performing the Work, the Contractor and County may acquire knowledge of the business operations of the other party not generally known and 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 performance hereunder and for a period of five years following the termination or conclusion of Work. Any such information must be marked as confidential. The parties recognize that the County is subject to the Colorado Open Records Act and nothing herein shall preclude a release of information that is subject to the same. I. All documents (including electronic files which are obtained during or prepared either partially or wholly in the performance of the Work shall remain the property of the County and are to be delivered to County before final payment is made to Contractor or upon earlier termination of this Agreement. 8. INSURANCE: At all times during this Agreement, Contractor shall maintain, automobile, and commercial general liability insurance in the amount of One Million Dollars ($1,000,000) and Workers' Page 4 of 7 Compensation insurance as required by Colorado law. The certificate of insurance reflecting the insurance set forth above is attached hereto as Exhibit D. 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: Contractor: Eagle County Facilities Management Matrix Systems, Inc. P.O. Box 850 1041 Byers Road Eagle, Colorado 81631 Miamisburg, OH 45342 (970) 328 -8786 (office) (office) 937 - 438 -9033 (970) 328 -8899 (fax) (fax) 218 - 398 -4113 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: (1) 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 public work under the ublic 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 (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. Page 5 of 7 (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. / /SIGNATURE PAGE TO FOLLOW Page 6 of 7 WITNESS WHEREOF, County and CONTRACTOR have executed this Agreement on the date and year first above written. EAGLE COUNTY, COLORADO By and Through its Board of County Commissioners i i BY: tr _ _ _ ' =�iiir ,__DI■ 5rkinkui, vie ' L i Attest: , l ,�i Clerk to the Boar. MATRIX YSTEMS, I c. BY: Its: C- STATE OF COL O ) ok.t■D )ss. COUNTY OF EAGLE ) tt • p ry, Mnn � . The foregoing instrument was acknowledged before me this 2(9 day o.1 �„ � : %!'' . . . lA xt1 , 2012, by ve 5c� V1e11I n as €* , . CC)O of Matrix Systems, Inc. 1 I .11,,, : , .., .' "s. l' Al Witness my hand and official seal. ' " "' My commission expir a .� 1�� `„ 21)k , 1 "� OFo�;' " AMBER CHRISTOPHtKSOrrow n7 1 0 t o an:: .or the State of Ohio r .2 _ ..(. J! : /:'U I 41 My Comm 1104 NM o � ry Public Page 7 of 7 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: El Jebel Community Center Proposal #: 111118 -3835 Rev. 1 April 12, 2012 Attn: Ron Siebert Project Manager Phone: 970 - 328 -8881 Email: ron.siebert©eaglecounty.us © Customer Care Team Contacts For more information regarding our customer care team and 24X7 Customer Support, please visit Gary Liscio, Regional Sales Manager (786) 258- 6875 / (800) 562 -8749 Darrell Shaffner, Project Manager (901) 508 -3795 / (800) 562 -8749 © Scope of Work Summary This proposal replaces proposal # 111118 -3835 and any other proposal which may have been issued for this work. Matrix to add access control to the following doors: - Front Double Doors - Side Double Doors - Sheriffs office exterior door - Sheriffs office interior door - Probation office door Eagle County Govemment will supply power and network connectivity to the RDP panels. Eagle County Government will supply MX cable previously purchased. American Protection will provide door locks, door status switches, and request to exit devices. American protection will install cabling, door hardware, and terminate door hardware. Page 1 EXHIBIT 1 A'' Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL** Eagle, Colorado 81631 RE: El Jebel Community Center Proposal #: 111118 -3835 Rev. 1 April 12, 2012 © Itemized Explanation of Proposed Order Qty Part #/Description Unit Unit Category Price Total Total MATRIX HARDWARE $6,303 1 01 -14462 IP Door Controller with RCM, MSG, 2A Power Supply in $1,056 $1,056 12x12x 6 Enclosure 1 01- 14206 -MSG2 Standard MX Reader Distribution Panel w /MSG2 and 2 - RCM2 $2,662 $2,662 Boards 5 01- 12093E MX -Prox2 Proximity Intelligent Badge Reader $430 $2,150 Includes: LCD /Keypad /Overlay 3 37 -13615 MX Weather Hood with Mounting Plate and Tamper, Black $145 $435 MATRIX IMPLEMENTATION $1,820 Lot Final Hookup and Test Lot Project Management SUBCONTRACTOR IMPLEMENTATION $8,571 1 Subcontractor Installation $8,571 $8,571 MOBILIZATION $1,520 1 Travel time $600 $600 1 Out of pocket expenses $920 $920 *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. NOTE: MOBILIZATION COST CAN BE SAVED IF ALL PROJECT INSTALLATION TIME FRAMES CAN BE COMBINED. TOTAL (EXCLUDES FREIGHT) $18,214 SHIPPING $110 GRAND TOTAL $18,324 Page 2 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: El Jebel Community Center Proposal #: 111118 -3835 Rev. 1 April 12, 2012 © Notes Regarding Products and Services . . _ .. .. - - r o .. - . 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. 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. Page 3 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 © Terms and Conditions This proposal is submitted on the condition that the recipient of this proposal is the End - User /Owner or direct representative thereof (General Contractor, Construction Manager, Architect, etc.). In the event that the recipient is not the End - User /Owner or End - User /Owner's direct representative, Matrix Systems reserves the right to withdraw this proposal. 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 of the item(s) in dispute, Customer shall remit payment within 30 days of the corrected invoice. rNwlste. All costs incurred by Matrix in collecting undisputed invoices, including attorney fees and other direct costs, shall be reimbursed by Customer. This quotation may be withdrawn if not accepted within 60 days. . The price shown here does not include sales or use tax. Eac1t t�. CcUl41 IS TAX ! 1 s Page 4 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: El Jebel Community Center Proposal #: 111118 -3835 Rev. 1 April 12, 2012 © Proposal Acceptance The undersigned hereby certifies that he /she is authorized and, on behalf of Customer, does accept all pricing ..ii►. . o.... _. n. Signed proposal may be faxed to Matrix at (937) 432 -1863 or mailed to: 1041 Byers Road Miamisburg, OH 45342 ATTN: Inside Sales Department) FOR EAGLE COUNTY COLORADO: (Signature) (Title) (Printed Name) (Date) Purchase Order #: OR MCNISA Credit Card #: Expiration Date: Code# : (Required) (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 Ma trix L m Purchase Agreement/USA Systems Terms and Conditions Payment Terms: Payment terms shall be due as follows. On orders Maintenance: Buyer is responsible for all normal preventive maintenance where total price is less than $20,000.00, payment shall be due in full net of System. Unless otherwise agreed, Seller will offer Buyer maintenance thirty (30) days from date of invoice. On orders where total price exceeds services under a separate Maintenance Agreement at then - current prices. $20,000.o0, payment shall be due as follows: a) twenty -five percent (25 %) shall be due upon execution of Proposal; and b) subsequent progress Training: Where applicable, Buyer may purchase training classes at payment invoices shall be sent monthly to Buyer based upon the percent- Seller's then - current prices. age of System completion and be due net thirty (30) days from date of invoice. System installations which are delayed by the Buyer, will be Patent Indemnification: Seller will defend Buyer against any suit based on invoiced for the percentage of System completion as of the date of delay. a claim that any use or sale of System infringes a United States patent All payments are to be made in U.S. dollars. All sales tax, and any other provided that Seller is notified promptly and given information, assistance charges or assessments imposed on this sale, are Buyer's responsibility. for and sole control of the defense and /or all decisions to settle or compro- If Buyer is tax exempt, Buyer must furnish Seller with a valid exemption mise, including all related negotiations. Seller shall pay resulting damages certificate at the time of execution of this Proposal. TiYwwriewMelliSl and costs awarded in such suit. This provision excludes any materials or iiiiimemisilmommimimmIll All orders are subject to credit products not manufactured by Seller, or materials and products used in approval. At Seller's sole discretion, this Proposal may be withdrawn if combination with System not manufactured by Seller. not accepted within sixty (60) days from date shown above. If any qualifying System or part is held to infringe a U.S. patent and its Expediting Equipment: There will be a ten percent (10 %) Administrative further use is not permitted by law, Seller, at its own expense and at its sole Fee charged to any order that requests expedited shipment of any option, will either obtain for Buyer the right to continue using System, or equipment outside of standard lead time. replace it with non - infringing System, or modify it so that it does not infringe, or remove it and refund the purchase price paid, less a reasonable Freight and Delivery: Unless otherwise included within the pricing depreciated value for use and damages. The above is Seller's entire summary of this Proposal, Freight charges will be prepaid by Seller to liability relating to patent infringement of System. Buyers destination and Buyer will be invoiced for such freight charges. y, Proprietary Rights: Seller retains all rights to all technical data and - - s information, patentable or not, resulting from Seller engineering and /or s - - designing System for Buyer's use, whether included with this Proposal or provided on a subsequent Date. Order Cancellation: Buyer may cancel this order anytime prior to product shipment without penalty unless Matrix shall incur costs from any vendor Buyer agrees not to enforce any patent rights against Seller or Seller's related to such cancellation in which case such costs shall be passed to customers relating to inventions made by or for Buyer involving Systems Buyer. Such costs shall include any vendor restocking or other charges as subsequent to the date of this offer. 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 non - standard Assignment: Without Seller's prior written consent, Buyer may not assign product vendor(s). this Proposal. Seller may assign this Proposal, in whole or in part, but will still fulfill all obligations hereunder except when assignment is due to the In addition to the foregoing, orders cancelled by Buyer after product sale of Seller's business, or the majority of its assets. Where applicable, shipment shall be subject to a restocking charge 0115% of selling price plus Seller may subcontract all or part of its performance. actual shipping costs incurred by Matrix associated with such shipment and return. Force Majeure: Seller is not liable for losses, damage, detention, or delays due to causes beyond its control including, but not limited to, acts of God, Warranty and Remedies: Seller hereby states that all materials and acts of Buyer, acts of civil or military authority, fires, strikes, floods, workmanship provided in System are warranted to be free of defects as epidemics, war, riots, delays in transportation, government imposed stated in attached Warranty Statement. Technical support and emergency restrictions or embargoes, or difficulties in obtaining necessary labor, service shall be made available to Buyer seven (7) days per week, twenty materials, manufacturing facilities, or transportation due to such causes. four (24) hours per day. Export Control: Where applicable, Buyer will comply with all laws and Limitation of Warranty and Remedies: THE WARRANTIES SET regulations of the United States of America ( "USA ") relating to the export to FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, other countries of commodities and technical data from the USA and EXPRESSED OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND re- exports of same and /or end products incorporating same. EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR - • ' • ' PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE an. - - . ments and /or amendments constitute the e • - • - •osal PART OF THE SELLER DAMAGES ARISING OUT OF OR IN CONNEC- governing t h e . . - - ' ted System b : : er, and shall TION WITH THE USE, REPAIR, OR PERFOMANCE OF THE SYSTEM, supercede any terms and co i•..• -• may accompany Buyer's THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE purchase order. : • - ■ - •al repres- . - •erseded by CAUSED BY DELAY IN FURNISHING SYSTEM AND SERVICES FOR this - . is Proposal will be governed according . ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS - . _ - - - • • PROPOSAL. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE 'REMEDIES FOR THE Facsimile Copy: Facsimile copies of this Proposal shall be considered SELLER'S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR TORT) legal and binding, providing such copies contain the signatures of the WITH RESPECT TO THE SYSTEM, SOFTWARE, AND SERVICES authorized representatives of both parties. COVERED BY THIS PROPOSAL SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF A DEFECTIVE ITEM OF SYSTEM. IF THE SELLER FAILS TO REPLACE OR REPAIR AS AFORESAID, SELLER'S ENTIRE LIABILITY SHALL NOT EXCEED THE ENTIRE AMOUNT PAID FOR SYSTEM TO SELLER BY BUYER UNDER THIS PROPOSAL. IN NO EVENT SHALL THE SELLERS LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF THE SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. Systems Matrix - Warranty Statement Matrix Systems, Inc. ( "Matrix ") warrants all materials & workmanship It is the customer's responsibility to provide a remote network connection. provided by Matrix to be free from defect for the specific period stated On -site services required due to customer not providing a high speed VPN herein. It should be noted that technical support and emergency service is support link to the system is billable at the current labor rates including available seven (7) days per week, twenty -four (24) hours per day. travel and expenses. Likewise the time required for providing diagnostic support via any other means other than a high speed VPN connection Conditions: may be billable. Warranties as expressed in this document are in effect only when factory authorized and trained technicians install or service the Matrix Systems, Software Upgrades/Updates: Inc. products. Only Matrix Systems, Inc. can authorize or certify techni- Upgrade software licenses and hotfixes are available free of charge during cians, and only after formal classroom training session with certification. the warranty period and will be provided upon request or as required. Installation and training labor, conversion and merging of new software Work Stations / Peripherals: with customer's database, and any hardware which may be required by This warranty covers Matrix materials and workmanship for a period of one the upgrade, are not included and will be provided at an additional cost. (1) year after beneficial use / system acceptance or fifteen (15) months from the date of shipment, whichever comes first. Standard on -site warranty The term upgrades shall include those updates and standard enhance- coverage is Monday through Friday during normal business hours (8:OOAM ments that are designed to improve the overall performance, efficiency to 5:OOPM local time) with next business day service response. and operator utilization of the system, and to maintain uniformity of the Optional coverage available: On -site service response, seven (7) days per product and maintenance of the product throughout the Matrix client week, and twenty -four (24) hours per day with four (4) hour response time. base for this application. Building Controllers: The term upgrades shall not include new optional or custom features and This warranty covers Matrix materials for One (1) year. This warranty functions that are specific to the customer. Custom software is available provides Return To Factory; On -site service response, Monday through by separate quote. Friday during normal business hours (8:OOAM to 5:OOPM local time) with next business day service response. Defective components will be Upgrade to new revisions of third party software will be provided at the sole repaired within ten (10) working days of receipt at Matrix. Return shipment discretion of Matrix Systems, Inc. and only for the purpose of the continuing will be via UPS Ground transportation. Expedited return and / or optional proper operation of the system. The cost of providing updated or upgrades shipping method is available at additional cost. to third party software are not included in the upgrade. Host Computer: It should be noted that where third party software is part of the system This warranty covers Matrix provided materials and workmanship for a application, should the manufacturer suggest an upgrade, this upgrade period of one (1) year after installation. Standard on -site warranty coverage is billable to the user. In addition, should the third party upgrade require is Monday through Friday during normal business hours (8:OOAM to additional hardware, the hardware will be provided at an additional cost 5:OOPM Iocal time) with next business day service response. to the user. Optional coverage available: On -site support provided at Optional coverage available: On -site service response, seven (7) days per Matrix discretion. week, twenty -four (24) hours per day with four (4) hour response time. Materials Warranty: Photoimaging (ImageWorks Hardware): Defective materials and / or components received by Matrix Systems, Inc. This warranty covers Matrix materials and workmanship for a period of one will be repaired and / or replaced within ten (10) working days of receipt. (1) year after installation. Standard on -site warranty coverage is Monday Repaired equipment will carry a 90 day warranty by Matrix. All third party through Friday during normal business hours (8:OOAM to 5:OOPM local equipment and software will carry applicable warranty provided by the time) with next business day service response. vendor. To return material and / or components, factory authorization must Optional coverage available: On -site service response, seven (7) days per be obtained. To obtain a Return Materials Authorization ( "RMA "), please call week, and twenty -four (24) hours per day with four- (4) hour response time. Matrix customer service at 1- 800 -562 -3343. Materials /components should be sent to: Subsystem Components: Badge readers and other subsystem components provided by Matrix are MATRIX SYSTEMS, INC. delivered with a one- (1) year warranty. This warranty provides return -to- Service Department factory coverage. Defective components will be repaired within ten (10) 1041 Byers Road working days of receipt at Matrix. Return shipment will be via UPS Ground Miamisburg, Ohio 45342 transportation. Expedited return and / or optional shipping method is available at additional cost. Materials must be shipped in original packaging provided by the vendor, or Optional coverage available: On -site service response Monday through equivalent packaging approved by Matrix Systems. Failure to ship material Friday during normal business hours (8:OOAM to 5:OOPM local time) with in appropriate packaging may void warranty. Matrix does not assume and next business day service; On -site service response, seven (7) days per shall have no liability under this Agreement for failure to provide or delay in week, twenty -four (24) hours per day with four (4) hour response time. providing service due directly or indirectly to causes beyond the control and without fault or negligence of Matrix, including but not restricted to, acts of Software Support: God, acts of public enemy, acts of the United States, any state, territory of A warranty covering Matrix workmanship is provided for the first copy of a the United States or any political subdivision of the foregoing, or the District software license type per system. The warranty period for a new license of Columbia, its agents, employees or subcontractors, fires, floods, type is one (1) year after beneficial use /system acceptance or fifteen (15) epidemic, quarantine restrictions, strikes, freight embargoes and unusually months from the date of shipment, whichever comes first. The warranty severe weather conditions or defaults of Matrix subcontractors or vendors period for custom software and renewed software licenses is ninety (90) due to any such causes. Other than as specifically provided herein, Matrix days from the date of shipment. makes no other warranties, express or implied, including without limitation implied warranties or merchantability and fitness for a particular purpose. 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. Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Old Court House Addition Proposal #: 111118 -3836 Rev. 2 April 12, 2012 Attn: Ron Siebert Project Manager Phone: 970 - 328 -8881 Email: ron.siebert @eaglecounty.us © Customer Care Team Contacts For more information regarding our customer care team and 24X7 Customer Support, please visit Gary Liscio, Regional Sales Manager (786) 258-6875 / (800) 562-8749 Darrell Shaffner, Project Manager (901)508- 3795/(800)562 -8749 © Scope of Work Summary This proposal replaces proposal # 111118 -3836 Rev. 1 and any other proposal which may have been issued for this work. Matrix to add access control to 6 doors. Levels 1, 2 and 3 West interior foyer and Level 1, 2 and 3 East interior stairwell. Matrix will do final panel connection and system testing of new doors. Eagle County Govemment will supply MX cable and 6 MX Prox readers from their stock. The existing RDP has 3 door positions available for use and one available slot for an additional RCM. American Protection will provide door locks, door status switches, and request to exit devices. American protection will install cabling, door hardware, and terminate door hardware. Page 1 rilEXHIBIT Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL** Eagle, Colorado 81631 RE: Old Court House Addition Proposal #: 111118 -3836 Rev. 2 April 12, 2012 © Itemized Explanation of Proposed Order Qty Part #/Description Unit Unit Category Price Total Total MATRIX HARDWARE $1,610 1 04 -13998 Additional RCM Board for RDP, w /connectors and resistors $765 $765 1 01- 13041A Reader Control Module $765 $765 Includes: 20,000 Badge Database / 8,192 Transactions / 70 TOD Schedule 1 05 -13570 Mini Reader Distribution Board $80 $80 MATRIX IMPLEMENTATION $2,440 Lot Final Hookup and Test Lot Project Management SUBCONTRACTOR IMPLEMENTATION $7,485 1 Subcontractor Installation $7,485 $7,485 MOBILIZATION $2,020 1 Travel time $600 $600 1 Out of pocket expenses $1,420 $1,420 *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. NOTE: MOBILIZATION COST CAN BE SAVED IF ALL PROJECT INSTALLATION TIME FRAMES CAN BE COMBINED. TOTAL (EXCLUDES FREIGHT) $13,555 SHIPPING $20 GRAND TOTAL $13,575 Page 2 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Old Court House Addition Proposal #: 111118 -3836 Rev. 2 April 12, 2012 © Notes Regarding Products and Services o •• 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. 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. Page 3 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 Terms and Conditions This proposal is submitted on the condition that the recipient of this proposal is the End - User /Owner or direct representative thereof (General Contractor, Construction Manager, Architect, etc.). In the event that the recipient is not the End - User /Owner or End - User /Owner's direct representative, Matrix Systems reserves the right to withdraw this proposal. - - s. - - - - - - •n - -- - -• -- - -- --- . • ... -'s • i ijon0.l All properly tendered invoices shall be due within 30 days of the invoice date. • Matrix expressly p disclaims any right of Customer to withhold Y 9 d payment with respect to any invoice P Y 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 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. r's This quotation may be withdrawn if not accepted within 60 days. The price shown here does not include sales or use tax. • as w egeo is TAX exr PT Page 4 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Old Court House Addition Proposal #: 111118 -3836 Rev. 2 April 12, 2012 © Proposal Acceptance The undersigned hereby certifies that he /she is authorized and, on behalf of Customer, does accept all pricing . - - - . - - • - - - • Signed proposal may be faxed to Matrix at (937) 432 -1863 or mailed to: 1041 Byers Road Miamisburg, OH 45342 ATTN: Inside Sales Department) FOR EAGLE COUNTY COLORADO: (Signature) (Title) (Printed Name) (Date) Purchase Order #: OR MC/VISA Credit Card #: Expiration Date: Code# : (Required) (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 [PI Matrix Purchase Agreement/USA Systems Terms and Conditions Payment Terms: Payment terms shall be due as follows. On orders Maintenance: Buyer is responsible for all normal preventive maintenance where total price is less than $20,000.00, payment shall be due in full net of System. Unless otherwise agreed, Seller will offer Buyer maintenance thirty (30) days from date of invoice. On orders where total price exceeds services under a separate Maintenance Agreement at then - current prices. $20,000.00, payment shall be due as follows: a) twenty -five percent (25 %) shall be due upon execution of Proposal; and b) subsequent progress Training: Where applicable, Buyer may purchase training classes at payment invoices shall be sent monthly to Buyer based upon the percent- Seller's then - current prices. age of System completion and be due net thirty (30) days from date of invoice. System installations which are delayed by the Buyer, will be Patent Indemnification: Seller will defend Buyer against any suit based on invoiced for the percentage of System completion as of the date of delay. a claim that any use or sale of System infringes a United States patent All payments are to be made in U.S. dollars. All sales tax, and any other provided that Seller is notified promptly and given information, assistance charges or assessments imposed on this sale, are Buyer's responsibility. for and sole control of the defense and /or all decisions to settle or compro- If Buyer is tax exempt, Buyer must furnish Seller with a valid exemption mise, including all related negotiations. Seller shall pay resulting damages certificate at the time of execution of this Proposal. Tingilmologrof and costs awarded in such suit. This provision excludes any materials or All orders are subject to credit products not manufactured by Seller, or materials and products used in approval. At Seller's sole discretion, this Proposal may be withdrawn if combination with System not manufactured by Seller. not accepted within sixty (60) days from date shown above. If any qualifying System or part is held to infringe a U.S. patent and its Expediting Equipment: There will be a ten percent (10 %) Administrative further use is not permitted by law, Seller, at its own expense and at its sole Fee charged to any order that requests expedited shipment of any option, will either obtain for Buyer the right to continue using System, or equipment outside of standard lead time. replace it with non - infringing System, or modify it so that it does not infringe, or remove it and refund the purchase price paid, less a reasonable Freight and Delivery: Unless otherwise included within the pricing depreciated value for use and damages. The above is Seller's entire summary of this Proposal, Freight charges will be prepaid by Seller to liability relating to patent infringement of System. Buyers destination and Buyer will be invoiced for such freight charges. - Proprietary Rights: Seller retains all rights to all technical data and information, patentable or not, resulting from Seller engineering and /or - - - t. designing System for Buyer's use, whether included with this Proposal or provided on a subsequent Date. Order Cancellation: Buyer may cancel this order anytime prior to product shipment without penalty unless Matrix shall incur costs from any vendor Buyer agrees not to enforce any patent rights against Seller or Seller's related to such cancellation in which case such costs shall be passed to customers relating to inventions made by or for Buyer involving Systems Buyer. Such costs shall include any vendor restocking or other charges as subsequent to the date of this offer. 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 non - standard Assignment: Without Seller's prior written consent, Buyer may not assign product vendor(s). this Proposal. Seller may assign this Proposal, in whole or in part, but will still fulfill all obligations hereunder except when assignment is due to the In addition to the foregoing, orders cancelled by Buyer after product sale of Seller's business, or the majority of its assets. Where applicable, shipment shall be subject to a restocking charge of 15% of selling price plus Seller may subcontract all or part of its performance. actual shipping costs incurred by Matrix associated with such shipment and return. Force Majeure: Seller is not liable for losses, damage, detention, or delays due to causes beyond its control including, but not limited to, acts of God, Warranty and Remedies: Seller hereby states that all materials and acts of Buyer, acts of civil or military authority, fires, strikes, floods, workmanship provided in System are warranted to be free of defects as epidemics, war, riots, delays in transportation, government imposed stated in attached Warranty Statement. Technical support and emergency restrictions or embargoes, or difficulties in obtaining necessary labor, service shall be made available to Buyer seven (7) days per week, twenty materials, manufacturing facilities, or transportation due to such causes. four (24) hours per day. Export Control: Where applicable, Buyer will comply with all laws and Limitation of Warranty and Remedies: THE WARRANTIES SET regulations of the United States of America ( "USA ") relating to the export to FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, other countries of commodities and technical data from the USA and EXPRESSED OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND re- exports of same and /or end products incorporating same. EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR - _ _ - _ ' . - . • • - PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE a • - -' - chments and /or amendments constitute the : • ' • •osal PART OF THE SELLER DAMAGES ARISING OUT OF OR IN CONNEC- governing t . • - . of listed System b = • eller, and shall TION WITH THE USE, REPAIR, OR PERFOMANCE OF THE SYSTEM, supercede any terms an• . - ' - may accompany Buyer's THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE purchase order. • • - . verbs . • • - tions are superseded by CAUSED BY DELAY IN FURNISHING SYSTEM AND SERVICES FOR this Pro • • - is Proposal will be goveme. - • • • o the laws of ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS - • . _ . - _ - PROPOSAL. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE Facsimile Copy: Facsimile copies of this Proposal shall be considered SELLERS LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR TORT) legal and binding, providing such copies contain the signatures of the WITH RESPECT TO THE SYSTEM, SOFTWARE, AND SERVICES authorized representatives of both parties. COVERED BY THIS PROPOSAL SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF A DEFECTIVE ITEM OF SYSTEM. IF THE SELLER FAILS TO REPLACE OR REPAIR AS AFORESAID, SELLER'S ENTIRE LIABILITY SHALL NOT EXCEED THE ENTIRE AMOUNT PAID FOR SYSTEM TO SELLER BY BUYER UNDER THIS PROPOSAL. IN NO EVENT SHALL THE SELLER'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF THE SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. Matrix Lm2I S stems Warranty Statement v Matrix Systems, Inc. ( "Matrix ") warrants all materials & workmanship It is the customer's responsibility to provide a remote network connection. provided by Matrix to be free from defect for the specific period stated On -site services required due to customer not providing a high speed VPN herein. It should be noted that technical support and emergency service is support link to the system is billable at the current labor rates including available seven (7) days per week, twenty-four (24) hours per day. travel and expenses. Likewise the time required for providing diagnostic support via any other means other than a high speed VPN connection Conditions: may be billable. Warranties as expressed in this document are in effect only when factory authorized and trained technicians install or service the Matrix Systems, Software Upgrades/Updates: Inc. products. Only Matrix Systems, Inc. can authorize or certify techni- Upgrade software licenses and hotfixes are available free of charge during cians, and only after formal classroom training session with certification. the warranty period and will be provided upon request or as required. Installation and training labor, conversion and merging of new software Work Stations / Peripherals: with customer's database, and any hardware which may be required by This warranty covers Matrix materials and workmanship for a period of one the upgrade, are not included and will be provided at an additional cost. (1) year after beneficial use / system acceptance or fifteen (15) months from the date of shipment, whichever comes first. Standard on -site warranty The term upgrades shall include those updates and standard enhance - coverage is Monday through Friday during normal business hours (8:OOAM ments that are designed to improve the overall performance, efficiency to 5:O0PM local time) with next business day service response. and operator utilization of the system, and to maintain uniformity of the Optional coverage available: On -site service response, seven (7) days per product and maintenance of the product throughout the Matrix client week, and twenty -four (24) hours per day with four (4) hour response time. base for this application. Building Controllers: The term upgrades shall not include new optional or custom features and This warranty covers Matrix materials for One (1) year. This warranty functions that are specific to the customer. Custom software is available provides Return To Factory; On -site service response, Monday through by separate quote. Friday during normal business hours (8:O0AM to 5:OOPM local time) with next business day service response. Defective components will be Upgrade to new revisions of third party software will be provided at the sole repaired within ten (10) working days of receipt at Matrix. Return shipment discretion of Matrix Systems, Inc. and only for the purpose of the continuing will be via UPS Ground transportation. Expedited return and / or optional proper operation of the system. The cost of providing updated or upgrades shipping method is available at additional cost. to third party software are not included in the upgrade. Host Computer: It should be noted that where third party software is part of the system This warranty covers Matrix provided materials and workmanship for a application, should the manufacturer suggest an upgrade, this upgrade period of one (1) year after installation. Standard on -site warranty coverage is billable to the user. In addition, should the third party upgrade require is Monday through Friday during normal business hours (8:OOAM to additional hardware, the hardware will be provided at an additional cost 5:OOPM local time) with next business day service response. to the user. Optional coverage available: On -site support provided at Optional coverage available: On -site service response, seven (7) days per Matrix discretion. week, twenty -four (24) hours per day with four (4) hour response time. Materials Warranty: Photoimaging (ImageWorks Hardware): Defective materials and / or components received by Matrix Systems, Inc. This warranty covers Matrix materials and workmanship for a period of one will be repaired and / or replaced within ten (10) working days of receipt. (1) year after installation. Standard on -site warranty coverage is Monday Repaired equipment will carry a 90 day warranty by Matrix. All third party through Friday during normal business hours (8:OOAM to 5:OOPM local equipment and software will carry applicable warranty provided by the time) with next business day service response. vendor. To return material and / or components, factory authorization must Optional coverage available: On -site service response, seven (7) days per be obtained. To obtain a Return Materials Authorization ( "RMA"), please call week, and twenty -four (24) hours per day with four- (4) hour response time. Matrix customer service at 1 -800- 562 -3343. Materials /components should be sent to: Subsystem Components: Badge readers and other subsystem components provided by Matrix are MATRIX SYSTEMS, INC. delivered with a one- (1) year warranty. This warranty provides return -to- Service Department factory coverage. Defective components will be repaired within ten (10) 1041 Byers Road working days of receipt at Matrix. Return shipment will be via UPS Ground Miamisburg, Ohio 45342 transportation. Expedited return and / or optional shipping method is available at additional cost. Materials must be shipped in original packaging provided by the vendor, or Optional coverage available: On -site service response Monday through equivalent packaging approved by Matrix Systems. Failure to ship material Friday during normal business hours (8:OOAM to 5:OOPM local time) with in appropriate packaging may void warranty. Matrix does not assume and next business day service; On -site service response, seven (7) days per shall have no liability under this Agreement for failure to provide or delay in week, twenty -four (24) hours per day with four (4) hour response time. providing service due directly or indirectly to causes beyond the control and without fault or negligence of Matrix, including but not restricted to, acts of Software Support: God, acts of public enemy, acts of the United States, any state, territory of A warranty covering Matrix workmanship is provided for the first copy of a the United States or any political subdivision of the foregoing, or the District software license type per system. The warranty period for a new license of Columbia, its agents, employees or subcontractors, fires, floods, type is one (1) year after beneficial use /system acceptance or fifteen (15) epidemic, quarantine restrictions, strikes, freight embargoes and unusually months from the date of shipment, whichever comes first. The warranty severe weather conditions or defaults of Matrix subcontractors or vendors period for custom software and renewed software licenses is ninety (90) due to any such causes. Other than as specifically provided herein, Matrix days from the date of shipment. makes no other warranties, express or implied, including without limitation implied warranties or merchantability and fitness for a particular purpose. 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. Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 Attn: Ron Siebert Project Manager Phone: 970 - 328 -8881 Email: ron.siebert@eaglecounty.us © Customer Care Team Contacts For more information regarding our customer care team and 24X7 Customer Support, please visit Gary Liscio, Regional Sales Manager (786) 258- 6875 / (800) 562 -8749 Darrell Shaffner, Project Manager (901) 508- 3795 / (800) 562 -8749 Scope of Work Summary This proposal replaces proposal # 111118 -3834 and any other proposal which may have been issued for this work. Matrix to add access control to the interior foyer door and the rear door. Eagle County Govemment will supply power and network connectivity to the RDP panels. Eagle County Government will supply MX cable previously purchased. American Protection will provide door locks, door status switches, and request to exit devices. American protection will install cabling, door hardware, and terminate door hardware. Page 1 EXHIBIT Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 Itemized Explanation of Proposed Order Qty Part #/Description Unit Unit Category Price Total Total MATRIX HARDWARE $2,061 1 01 -14462 IP Door Controller with RCM, MSG, 2A Power Supply in $1,056 $1,056 12x12x 6 Enclosure 2 01- 12093E MX -Prox2 Proximity Intelligent Badge Reader $430 $860 Includes: LCD /Keypad /Overlay 1 37 -13615 MX Weather Hood with Mounting Plate and Tamper, Black $145 $145 MATRIX IMPLEMENTATION $910 Lot Final Hookup and Test Lot Project Management SUBCONTRACTOR IMPLEMENTATION $3,269 1 Subcontractor Installation $3,269 $3,269 MOBILIZATION $1,270 1 Travel time $600 $600 1 Out of pocket expenses $670 $670 '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. NOTE: MOBILIZATION COST CAN BE SAVED IF ALL PROJECT INSTALLATION TIME FRAMES CAN BE COMBINED. TOTAL (EXCLUDES FREIGHT) $7,510 SHIPPING $50 GRAND TOTAL $7,560 Page 2 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 © Notes Regarding Products and Services -r. 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. 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. Page 3 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 El Terms and Conditions This proposal is submitted on the condition that the recipient of this proposal is the End - User /Owner or direct representative thereof (General Contractor, Construction Manager, Architect, etc.). In the event that the recipient is not the End - User /Owner or End - User /Owner's direct representative, Matrix Systems reserves the right to withdraw this proposal. , . - -- - - - }iYlli� ter. . 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 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. - - - er's This quotation may be withdrawn if not accepted within 60 days. The price shown here does not include sales or use tax. iii ' ,S � T s rT • Page 4 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: Eagle Vail Sheriff Sub Station Proposal #: 111118 -3834 Rev. 1 April 12, 2012 © Proposal Acceptance The undersigned hereby certifies that he /she is authorized and, on behalf of Customer, does accept all pricing - • - - Signed proposal may be faxed to Matrix at (937) 432 -1863 or mailed to: 1041 Byers Road Miamisburg, OH 45342 - ATTN: Inside Sales Department) FOR EAGLE COUNTY COLORADO: (Signature) (Title) (Printed Name) (Date) Purchase Order #: OR MCNISA Credit Card #: Expiration Date: Code# : (Required) (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 m Purchase Agreement/USA Systems Terms and Conditions Payment Terms: Payment terms shall be due as follows. On orders Maintenance: Buyer is responsible for all normal preventive maintenance where total price is less than $20,000.00, payment shall be due in full net of System. Unless otherwise agreed, Seller will offer Buyer maintenance thirty (30) days from date of invoice. On orders where total price exceeds services under a separate Maintenance Agreement at then - current prices. $20,000.00, payment shall be due as follows: a) twenty -five percent (25 %) shall be due upon execution of Proposal; and b) subsequent progress Training: Where applicable, Buyer may purchase training classes at payment invoices shall be sent monthly to Buyer based upon the percent- Seller's then - current prices. age of System completion and be due net thirty (30) days from date of invoice. System installations which are delayed by the Buyer, will be Patent Indemnification: Seller will defend Buyer against any suit based on invoiced for the percentage of System completion as of the date of delay. a claim that any use or sale of System infringes a United States patent All payments are to be made in U.S. dollars. All sales tax, and any other provided that Seller is notified promptly and given information, assistance charges or assessments imposed on this sale, are Buyer's responsibility. for and sole control of the defense and /or all decisions to settle or compro- If Buyer is tax exempt, Buyer must furnish Seller with a valid exemption mise, including all related negotiations. Seller shall pay resulting damages certificate at the time of execution of this Proposal. Titaof and costs awarded in such suit. This provision excludes any materials or . All orders are subject to credit products not manufactured by Seller, or materials and products used in approval. At Seller's sole discretion, this Proposal may be withdrawn if combination with System not manufactured by Seller. not accepted within sixty (60) days from date shown above. If any qualifying System or part is held to infringe a U.S. patent and its Expediting Equipment: There will be a ten percent (10 %) Administrative further use is not permitted by law, Seller, at its own expense and at its sole Fee charged to any order that requests expedited shipment of any option, will either obtain for Buyer the right to continue using System, or equipment outside of standard lead time. replace it with non - infringing System, or modify it so that it does not infringe, or remove it and refund the purchase price paid, less a reasonable Freight and Delivery: Unless otherwise included within the pricing depreciated value for use and damages. The above is Seller's entire summary of this Proposal, Freight charges will be prepaid by Seller to liability relating to patent infringement of System. Buyers destination and Buyer will be invoiced for such freight charges. ^ - ity, Proprietary Rights: Seller retains all rights to all technical data and r 'es information, patentable or not, resulting from Seller engineering and /or ' / " ^ , ■ designing System for Buyer's use, whether included with this Proposal or provided on a subsequent Date. Order Cancellation: Buyer may cancel this order anytime prior to product shipment without penalty unless Matrix shall incur costs from any vendor Buyer agrees not to enforce any patent rights against Seller or Seller's related to such cancellation in which case such costs shall be passed to customers relating to inventions made by or for Buyer involving Systems Buyer. Such costs shall include any vendor restocking or other charges as subsequent to the date of this offer. 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 non - standard Assignment: Without Seller's prior written consent, Buyer may not assign product vendor(s). this Proposal. Seller may assign this Proposal, in whole or in part, but will still fulfill all obligations hereunder except when assignment is due to the In addition to the foregoing, orders cancelled by Buyer after product sale of Seller's business, or the majority of its assets. Where applicable, shipment shall be subject to a restocking charge 0115% of selling price plus Seller may subcontract all or part of its performance. actual shipping costs incurred by Matrix associated with such shipment and return. Force Majeure: Seller is not liable for losses, damage, detention, or delays due to causes beyond its control including, but not limited to, acts of God, Warranty and Remedies: Seller hereby states that all materials and acts of Buyer, acts of civil or military authority, fires, strikes, floods, workmanship provided in System are warranted to be free of defects as epidemics, war, riots, delays in transportation, government imposed stated in attached Warranty Statement. Technical support and emergency restrictions or embargoes, or difficulties in obtaining necessary labor, service shall be made available to Buyer seven (7) days per week, twenty materials, manufacturing facilities, or transportation due to such causes. four (24) hours per day. Export Control: Where applicable, Buyer will comply with all laws and Limitation of Warranty and Remedies: THE WARRANTIES SET regulations of the United States of America ( "USA ") relating to the export to FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, other countries of commodities and technical data from the USA and EXPRESSED OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND re- exports of same and /or end products incorporating same. EXCLUDED BY SELLER, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR - - ' ' ' ' • - PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE an. a • ents and /or amendments constitute the = • ' •posal PART OF THE SELLER DAMAGES ARISING OUT OF OR IN CONNEC- governing the p • isted System by B - eller, and shall TION WITH THE USE, REPAIR, OR PERFOMANCE OF THE SYSTEM, supercede any terms an. • . -y accompany Buyer's THE SELLER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE purchase order. Any a. • • . rep = - ' • s are superseded by CAUSED BY DELAY IN FURNISHING SYSTEM AND SERVICES FOR this Pro.. . .posal will be govemed a • . • . e laws of ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS 4 PROPOSAL. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR THE Facsimile Copy: Facsimile copies of this Proposal shall be considered SELLER'S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR TORT) legal and binding, providing such copies contain the signatures of the WITH RESPECT TO THE SYSTEM, SOFTWARE, AND SERVICES authorized representatives of both parties. COVERED BY THIS PROPOSAL SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF A DEFECTIVE ITEM OF SYSTEM. IF THE SELLER FAILS TO REPLACE OR REPAIR AS AFORESAID, SELLER'S ENTIRE LIABILITY SHALL NOT EXCEED THE ENTIRE AMOUNT PAID FOR SYSTEM TO SELLER BY BUYER UNDER THIS PROPOSAL. IN NO EVENT SHALL THE SELLER'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF THE SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. i m� Matrix Warranty Statement Systems Matrix Systems, Inc. ( "Matrix ") warrants all materials & workmanship It is the customer's responsibility to provide a remote network connection. provided by Matrix to be free from defect for the specific period stated On -site services required due to customer not providing a high speed VPN herein. It should be noted that technical support and emergency service is support link to the system is billable at the current labor rates including available seven (7) days per week, twenty-four (24) hours per day. travel and expenses. Likewise the time required for providing diagnostic • support via any other means other than a high speed VPN connection Conditions: may be billable. Warranties as expressed in this document are in effect only when factory authorized and trained technicians install or service the Matrix Systems, Software Upgrades/Updates: Inc. products. Only Matrix Systems, Inc. can authorize or certify techni- Upgrade software licenses and hotfixes are available free of charge during cians, and only after formal classroom training session with certification. the warranty period and will be provided upon request or as required. YP P P q 9 Installation and training labor, conversion and merging of new software Work Stations / Peripherals: with customer's database, and any hardware which may be required b Y Y q by This warranty covers Matrix materials and workmanship for a period of one the upgrade, are not included and will be provided at an additional cost. (1) year after beneficial use / system acceptance or fifteen (15) months from the date of shipment, whichever comes first. Standard on -site warranty The term upgrades shall include those updates and standard enhance - coverage is Monday through Friday during normal business hours (8:OOAM ments that are designed to improve the overall performance, efficiency to 5:OOPM local time) with next business day service response. and operator utilization of the system, and to maintain uniformity of the Optional coverage available: On -site service response, seven (7) days per product and maintenance of the product throughout the Matrix client week, and twenty -four (24) hours per day with four (4) hour response time. base for this application. Building Controllers: The term upgrades shall not include new optional or custom features and This warranty covers Matrix materials for One (1) year. This warranty functions that are specific to the customer. Custom software is available provides Return To Factory; On -site service response, Monday through by separate quote. Friday during normal business hours (8:OOAM to 5:OOPM local time) with next business day service response. Defective components will be Upgrade to new revisions of third party software will be provided at the sole repaired within ten (10) working days of receipt at Matrix. Return shipment discretion of Matrix Systems, Inc. and only for the purpose of the continuing will be via UPS Ground transportation. Expedited return and / or optional proper operation of the system. The cost of providing updated or upgrades shipping method is available at additional cost. to third party software are not included in the upgrade. Host Computer: It should be noted that where third party software is part of the system This warranty covers Matrix provided materials and workmanship for a application, should the manufacturer suggest an upgrade, this upgrade period of one (1) year after installation. Standard on -site warranty coverage is billable to the user. In addition, should the third party upgrade require is Monday through Friday during normal business hours (8:OOAM to additional hardware, the hardware will be provided at an additional cost 5:OOPM local time) with next business day service response. to the user. Optional coverage available: On -site support provided at Optional coverage available: On -site service response, seven (7) days per Matrix discretion. week, twenty -four (24) hours per day with four (4) hour response time. Materials Warranty: Photolmaging (ImageWorks Hardware): Defective materials and / or components received by Matrix Systems, Inc. This warranty covers Matrix materials and workmanship for a period of one will be repaired and / or replaced within ten (10) working days of receipt. (1) year after installation. Standard on -site warranty coverage is Monday Repaired equipment will carry a 90 day warranty by Matrix. All third party through Friday during normal business hours (8:OOAM to 5:OOPM local equipment and software will carry applicable warranty provided by the time) with next business day service response. vendor. To return material and / or components, factory authorization must Optional coverage available: On -site service response, seven (7) days per be obtained. To obtain a Return Materials Authorization ( "RMA "), please call week, and twenty -four (24) hours per day with four- (4) hour response time. Matrix customer service at 1- 800 - 562 -3343. Materials /components should be sent to: Subsystem Components: Badge readers and other subsystem components provided by Matrix are MATRIX SYSTEMS, INC. delivered with a one- (1) year warranty. This warranty provides return -to- Service Department factory coverage. Defective components will be repaired within ten (10) 1041 Byers Road working days of receipt at Matrix. Return shipment will be via UPS Ground Miamisburg, Ohio 45342 transportation. Expedited return and / or optional shipping method is available at additional cost. Materials must be shipped in original packaging provided by the vendor, or Optional coverage available: On -site service response Monday through equivalent packaging approved by Matrix Systems. Failure to ship material Friday during normal business hours (8:OOAM to 5:OOPM local time) with in appropriate packaging may void warranty. Matrix does not assume and next business day service; On -site service response, seven (7) days per shall have no liability under this Agreement for failure to provide or delay in week, twenty-four (24) hours per day with four (4) hour response time. providing service due directly or indirectly to causes beyond the control and without fault or negligence of Matrix, including but not restricted to, acts of Software Support: God, acts of public enemy, acts of the United States, any state, territory of A warranty covering Matrix workmanship is provided for the first copy of a the United States or any political subdivision of the foregoing, or the District software license type per system. The warranty period for a new license of Columbia, its agents, employees or subcontractors, fires, floods, type is one (1) year after beneficial use /system acceptance or fifteen (15) epidemic, quarantine restrictions, strikes, freight embargoes and unusually months from the date of shipment, whichever comes first. The warranty severe weather conditions or defaults of Matrix subcontractors or vendors period for custom software and renewed software licenses is ninety (90) due to any such causes. Other than as specifically provided herein, Matrix days from the date of shipment. makes no other warranties, express or implied, including without limitation implied warranties or merchantability and fitness for a particular purpose. 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. coRiJ CERTIFICATE OF LIABILITY INSURANCE OF ID cs 1 DATE "MfDD^ ") 01!26/11 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED • REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOU)ER, IMPORTANT: If the certificate holder 1s on ADDITIONAL INSURED, the poiicy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement an this certificate does not confer rights to the certificate holder in lieu of such endorsoment(s). PRODUCER LUMINA NAME: Brower Insurance Agenoy, LLC + S Exrk i iC. NO • 409 E. Monument Ave, Suite 400 AbDRESS: Dayton OH 45402 PRODUCER CUSTOMER ID S: MATRSIC Phone: 937.228.4135 Fax:937.228.9108 INSURER(S)AFFORDINGCOVERAGE NAIC INSURED INSURER A : Chubb Group of Ins. Co. Matrix Systems Inc INSURER Mt. Ha wl ey Insurance Co. 37974 1041 Byers Road Miamisburg OR 45342 • INSURER C: twin city Kim insurance co. 29459 , INSURER D: , INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTEW BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD • INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OROTHER DOCUMENT WITH RESPECT TOWHICHTHIS CERTIFICATE MAY REISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND coNomoHs OF SUCH POLICIES. UMTTS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS. TR TYPE OF INSURANCE �' I�i •'� ■ MSR VIVO POUCYNLOMDER .. 4,',!H W." LIMBS GENERAL UABILRY EACH OCCURRENCE S 1, 000, 000 A X CDMMERCUIL GENERAL 'AMITY 35836859 02/01/11 02/01/12 . PrMISp(Esacugmce) $ 100,000 I CLAIMS-MADE fl OCCUR - MEDEXP(Alry ono Pelson) S 10, 000 Iw • A X Ohio Employers PERSONAL II ADVwRY 61,000,000 $1,000,000 GENERAL AGGREGATE s 2,000,000 GENL AGGREGATE UNIT AP PRODUCTS -COMP/OP AGO 5 2,000,000 • 1 POLICY n C 1 1 LOC $ AUTOMOBILE LIAGILITY COMBINED SINGLEULAIT A X ANY A1.1113 74993725 02/01/11 02/01/12 me $ 1,000,000 ALL OWNED AUTOS BODILYWJURY 5 • — • SCHEDVLEDAUTOS - BOOILY INJURY (Per accident) 5 X HIRED AUTOS - PROPERTY DAMAGE S (Per socWeld) X NON OWNEOALlTO$ Comp Deduct $ 1, 000 • Coll Deduct $1,000 3 — UMDRELLALIAO Ai cram RM. OF MXL0414034 02/01/11 02/01/12 - EACH QcC RRENCE 35,000,000 EXcess UAB CLAIMS -MACE Aes0scoTe S 5, 000, 000 - DEDUCTIBLE — s RETENTION S C ANDEM WORMS COMPENSATION 33V(EZN8769 02/01/11 02/01/12 X $ AND EMPLOYER" Lemur( WCSTA]'LI. - ANYPROPRIETOWPARTNERMECUTI Y - TORY I ER OTN oFF10ERIMEMDERexcL.UDEOT � Y IA 02 /01 /ii' 02/01/12 E.LEACNACCIDENT 6500,000 Inundatory Ifvyss,desedbo under EL DISEASE-EA EOIpIayPE $ 500,000 DEBCRI OFOPERATIONShefow PTION EL. DISEASE - POLICY Lear 5500, A Installation Fltr 35036859 02/01/11 02/01/12 •$2500 DED $750,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ARach ACORD 101, AddIUonal Remlaks SdmduI. H mare space Ia tatsen 1) For informational purposes only. • CERTIFICATE HOLDER CANCELLATION 0000000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES DE CANCELLED BEFORE THE E DESCRIBED TION DATE THEREOF, NOTICE WILL BE DEUVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. To Whom 7 t May Concern AUTHORRBDREPRESENTATIVE ' )n /7 0 1988 - 2009 ACORD CORPORATION. AU rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD • EXHIBIT