HomeMy WebLinkAboutC12-420 Matrix Systems AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND MATRIX SYSTEMS, INC. THIS AGREEMENT ( "Agreement "), dated this day of December, 2012, is between Eagle County, Colorado ( "County ") and Matrix Systems, Inc. a Ohio corporation ( "Contractor "). WITNESSETH: WHEREAS, Eagle County desires to install the Matrix Systems card access control systems to the Maintenance Service Center (MSC) buildings B and C; 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 August 31, 2012, referencing Matrix Systems Proposal #120711- 4842 Rev. 2 concerning the MSC Building B and C ( "Proposal ") attached hereto as Exhibit A 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 any additional terms and conditions required by applicable laws, codes, rules and regulations. The Contractor's personnel shall observe all regulations in effect on County property. 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 Page 1 of 7 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 which shall not exceed twenty three thousand eighty three and 00 /100 dollars ($23,083.00). 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 January 31, 2013. 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. 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 Page 2 of 7 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 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 Page 3 of 7 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' Compensation insurance as required by Colorado law. The certificate of insurance reflecting the insurance set forth above is attached hereto as Exhibit B. 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: Page4of7 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: (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 (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 Page 5 of 7 (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 AIM BY: �1 /� Keith Montag, County Manag - MATRIX SYSTEMS, Inc. 1� BY: TITLE: Cc STATE OF OHIO ) )ss. COUNTY OF MONTGOMERY ) The foregoing instrument was acknowledged before me this 11 day of t rn\er , 2012, by Ocx\►t. Scantai rl as Coo of Matrix Systems, Inc. Witness my hand and Gfi HER1161/ My commission expi nd fo mpi i u r the Stat SON, 6 �� ion Etp Not. Public Page 7 of 7 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: MSC Building #2 Proposal #: 120711 -4842 Rev. 3 December 6, 2012 Attn: Ron Siebert Phone: (970) 328 -8895 Email: ron.sieberta(�.eaglecounty.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 -3795 / (800) 562 -8749 Q Scope of Work Summary This proposal replaces proposal # 120711 -4842 Rev. 2 and any other proposal which may have been issued for this work. Matrix Systems to provide all required hardware, installation and termination to provide card readers on 4 new doors and manual or scheduled control of 2 doors for the Eagle County MSC Building # B which will be an extension of Building A. Door descriptions /locations are listed below based on the drawings provided by Eagle County. All six doors will have new electric strikes provided by the sub - contractor with free egress door hardware all door lockset hardware is existing. Doors # 1 and # 3 will not have card readers and doors # 1 - # 6 will not have door status switches. Eagle County will provide: - Cabling for installation from existing stock. - 120 volt power for hardware panel and network connection for panel. Door descriptions /Locations: 1- Single Door in MUD Room # B100: 1- Single Door into Office # B102 1- Single Door into Corridor # B105 1- Single Door into Vestibule # 110 1- Single Door into Ramp Down Area 120 1- Double Door outside of Ramp C135 Subcontractor to rough in Matrix provided hardware and owner provided cabling. Subcontractor to provide and install electric strikes. Page 1 EXHIBIT e Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: MSC Building #2 • Proposal #: 120711 -4842 Rev. 3 December 6, 2012 © Itemized Explanation of Proposed Order Qty Part # /Description Unit Unit Category Price Total Total MATRIX HARDWARE $5,441 4 01- 12093E MX -Prox2 Proximity Intelligent Badge Reader $430 $1,720 Includes: LCD /Keypad /Overlay 2 37 -13615 MX Weather Hood with Mounting Plate and Tamper, Black $200 $400 2 34 -11943 MX Surface Mount Box, Black $40 $80 1 01- 14306 -MSG2 Standard Reader Distribution Panel w /MSG2 and 3 - RCM2 Boards $3,241 $3,241 MATRIX IMPLEMENTATION $2,020 Lot Final Hookup and Test Lot Project Management SUBCONTRACTOR IMPLEMENTATION $13,087 1 Subcontractor Installation - THUL Electronics $8,250 $8,250 Includes: Wiring Feeds: Feeds for Access Control System 1 Subcontractor Installation - Access Lock & Key, Inc. $4,837 $4,837 Includes: (5) HES 9400 Electric Strike for Panic Devices (1) HES 5200 Electric Strike for Cylindrical Lock Labor - cut metal jambs and install electric strikes MOBILIZATION $2,460 1 Travel time $1,210 $1,210 1 Out of pocket expenses $1,250 $1,250 *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) $23,008 ESTIMATED SHIPPING $75 GRAND TOTAL $23,083 Page 2 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: MSC Building 046 Proposal #: 1207114842 Rev. 3 December 6, 2012 © Notes Regarding Products and Services - t?trstomer"s- acceptance- of-ttris-proposet shett-be- governed- selely -by- tine -Terms-and-C--onditions set - -fortFrherein-enet shall° not -be- altered -erereended -by- any - term- cordeined •in-e-enstomerporchese.order -- -• or- egaivelent- doeurnent- exeept -es- expressly- egreedynwroriting-by Matrix -independertt-ofsactrpurehese 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. Page 3 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: MSC Buildingfl2 Proposal #: 120711 -4842 Rev. 3 December 6, 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. -Fhis- proposal- isgovemed&by- Matrix- Systems -lne- Terms" and•6onditions:--PaymenHerms-areinet-3E}days'- - Please. see- theatteefied- fenma.and•6onditions -for- udher- detail-.- The-terms- and- eanditiens- speeified ►- thie- deeument- and - arty- attaehments-supersede any-termsand- eonditiens- whieirmey -eeeem y- 43ayerle- purchase-order- --- AtFinvoic®ssfralf -be-orrMatrix' standard -invoice -formm •No other - forms-s Ha14- 19e- regairstemer -es c^ondrkior 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 of the item(s) in dispute, Customer shall remit payment within 30 days of the corrected invoice. - Aft payments - are -subjeet-to-a-Iate-payment penalty-of- 1:5-pereent- per- monthror fraction-thereof-that- the payment-is-fate. All costs incurred by Matrix in collecting undisputed invoices, including attorney fees and other direct costs, shall be reimbursed by Customer. - Matrix- reserves - the- figt tHe-eiiengeany- terra- of.eonditiorrof- this- pfoposaFatany- time-priortaettstomer -- - - written aeceptanee - and- reeeipt by- Matrixes -Sue4rekranges- shal1be -M-a- writing •delivered- to-Gustomer•- whereupon- they- shalt-become immediately - effective as an amendment to the- then t►nexpifed•preposeF.— This quotation may be withdrawn if not accepted within 60 days. The price shown here does not include sales or use tax. 1t• you - areexempt; pleeseprevideMatfix-Systems'- wittra vatic• exemptiorrcertificate -atthe- time. ef- yoarorder-- etherwise- appiieabie-sates-tax-wiff be -added - when•the•orderis- invoiced- ' e / L e 6.:441-4T ` r ( Ax e..x E (e ,i Page 4 Matrix EAGLE COUNTY COLORADO Systems 500 Broadway ** PROPOSAL ** Eagle, Colorado 81631 RE: MSC Building #2 Proposal #: 120711 -4842 Rev. 3 December 6, 2012 © Proposal Acceptance The undersigned hereby certifies that he /she is authorized and, on behalf of Customer, does accept all pricing and- other- Terms°and-Banditionsof-thisprop 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 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 %) shall 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 furnish Seller with a Seller's then - current prices. valid exemption certificate at the time of execution of this Proposal. There of 1.5°/rpermunttron All orders are Patent 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, - Deliverp- of- Systenr-end- teleteel- supplies- sheif- lie- F-OB-°Sefier4's--faei6ty,- or replace it with non - infringing System, or modify it so that it does not f3aytotr, Ohio- - Risfr•of °foss -- and- damege- te-- 6ystem- efldFor- tefaled- infringe, or remove it and refund the purchase price paid, less a Tsupplies• pose -tcr Buyer• upon- delivery --to- carrier -at- the- -point°ef reasonable depreciated value for use and damages. The above is ehipreera4r 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, government 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 - Proposaft— The terms- and - conditions -specified-frrthis-doenment- SERVICES FOR ANY OTHER PERFORMANCE UNDER OR — and - any -attachments- and /or- emendments- constitute- the - entire- Preposeh PURSUANT TO THIS PROPOSAL. THE SOLE AND EXCLUSIVE - governing- the - purehese -of- listed- eystenrby- Bagcrhrom- 6ellerrend-aheH REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE Zapercede- arty - terms - and -ee r SOLE REMEDIES FOR THE SELLER'S LIABILITY OF ANY KIND pareheseerder.-- Pcnytm perseded• -by (INCLUDING LIABILITY FOR TORT) WITH RESPECT TO THE this - Proposal. -- -This -Propo riling -te- the- fews -ef SYSTEM, SOFTWARE, AND SERVICES COVERED BY THIS - end -erry- disputes- wiff-tie•venued in Ulu 3tate of Ohio-H'3A: 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 Upgrades /Updates: 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 included 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 client 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:O0PM local 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 Controllers: 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 Return 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:OOAM to 5:OOPM 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 Matrix. Return shipment will be via UPS Ground transportation. Materials Warranty: Expedited retum and / 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. All 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 Return through Friday during normal business hours (8:OOAM 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 Photoimaaing (ImaaeWorks 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 Materials must be shipped in original packaging provided by the vendor, or business day service response. equivalent packaging approved by Matrix Systems. Failure to ship material in Optional coverage available: On -site service response, seven (7) days per week, appropriate packaging may void warranty. Matrix does not assume and shall have and twenty -four (24) hours per day with four- (4) hour response time. no liability under this Agreement for failure to provide or delay in providing service due directly or indirectly to causes beyond the control and without fault or Subsystem Components: negligence of Matrix, including but not restricted to, acts of God, acts of public Badge readers and other subsystem components provided by Matrix are delivered enemy, acts of the United States, any state, territory of the United States or any with a one- (1) year warranty. This warranty provides retum -to- factory coverage. political subdivision of the foregoing, or the District of Columbia, its agents, Defective components will be repaired within ten (10) working days of receipt at employees or subcontractors, fires, floods, epidemic, quarantine restrictions, Matrix. Return shipment will be via UPS Ground transportation. Expedited return strikes, freight embargoes and unusually severe weather conditions or defaults of and / or optional shipping method is available at additional cost. Matrix subcontractors or vendors due to any such causes. Other than as Optional coverage available: On -site service response Monday through Friday specifically provided herein, Matrix makes no other warranties, express or implied, during normal business hours (8:OOAM to 5:OOPM local time) with next business including without limitation implied warranties or merchantability and fitness for a day service; On -site service response, seven (7) days per week, twenty -four (24) particular purpose. hours per day with four (4) hour response time. Software Support: 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 link 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. • � OP ID: SK A CERTIFICATE OF LIABILITY INSURANCE DATE(MM /DD /YYYY) 12/19/12 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 POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: 937.228.4135 NAME Brower Insurance Agency, LLC F ax: 937.228.9108 PHONE FAX 409 E. Monument Ave, Suite 400 (ac No, Ext): _ (A/C, No): Dayton, OH 45402 E -MAIL Daniel P. Driskell, CIC ADDRESS: PRODUCER -- - -_ - -- _ - - - -- _ -- CUSTOMER ID #: MATRSI C - - - - INSURER(S) AFFORDING COVERAGE NAIC # INSURED Matrix Systems Inc INSURER A : Federal Ins Co. (Chubb Group) 020281 1041 Byers Road M t. Hawley Insurance co. Miamisburg, OH 45342 NsuRERB: 37974 INSURER c : Twin City Fire Insurance Co. 29459 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRR TYPE OF INSURANCE NSR SUM WVD POLICY NUMBER POLICY EFF ( POLICY EXP LIMITS {MM /DD/YYYY) (MMIDD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY 35836859 02/01/12 02/01/13 DAMAGE TO RENTED 100,000 PREMISES (Ea occurrence) $ CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 A X Ohio Employers PERSONAL & ADV INJURY $ 1,000,000 1,000,000 GENERAL AGGREGATE _ $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 7 POLICY X PR T LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1 A X ANY AUTO 74993725 02/01/12 02/01/13 - -- BODILY INJURY (Per person) $ ALL OWNED AUTOS — — BODILY INJURY (Per accident) $ SCHEDULED AUTOS - - - -- PROPERTY DAMAGE $ X HIRED AUTOS (Per accident) X NON -OWNED AUTOS Comp Deduct $ 1,000 Cal Deduct $ 1,000 UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 5,000,000 B MXL0414637 02/01/12 02 /01/13 X - DEDUCTIBLE $ RETENTION $ 00 $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS' LIABILITY ?TORY LIMITS ER Y / N C ANY PROPRIETOR /PARTNER/EXECUTIVE '. 33WEZN8769 02/01/12 02/01/13 E.L. EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? I N/A - - (Mandatory in NH) 02/01/12 02/01/13 E.L. DISEASE - EA EMPLOYEE $ 500,000 It yes. describe under - - - - -- DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 500,000 A ',Installation Fltr 35836859 02/01/12 02/01/13 $2500 DED 250,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION EAGLCOU SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Eagle County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P.O. Box County ACCORDANCE WITH THE POLICY PROVISIONS. Eagle, CO 81631 AUTHORIZED REPRESENTATIVE > \ , '� / ,��J 1:IIuuIIII © 1988 -2009 ACORD CORPORATIO 5 ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD t t t1 8