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Home My WebLink AboutC15-351 Videotronix dba VTI Security Integrators AGREEMENT FOR SOFTWARE LICENSE AND MAINTENANCE AND SUPPORT SERVICES BETWEEN RIVERVIEW APARTMENTS PRESERVATION LPAND VIDEOTRONIX,INC. d/b/a VTI SECURITY INTEGRATORS THIS AGREEMENT("Agreement")is effective as of the J j'day of S 191/447,1<2015 by and between Videotronix,Inc.a Minnesota corporation d/b/a VTI Security Integrators(herdinafter"Contractor"or"Consultant") and Riverview Apartments Preservation LP,a Colorado limited partnership(hereinafter"RAP"). RECITALS WHEREAS,RAP desires to(i)license and install monitoring software at RAP offices; and(ii)receive on-going support and maintenance services(collectively the"Project")located at Riverview Apartments,Highway 6,Avon, Colorado(the"Property");and WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise,and experience necessary to provide the services as set forth below in paragraph 1 hereof;and WHEREAS,this Agreement shall govern the relationship between Contractor and RAP in connection with the services. AGREEMENT NOW,THEREFORE, in consideration of the foregoing and the following promises Contractor and RAP agree as follows: 1. Services or Work. Contractor agrees to(i)provide the Software(defined below);and(ii)installation, training,maintenance and support for Software;and(iv)agrees to diligently provide all services,labor,personnel and materials necessary to perform and complete the procurement,installation,and on-going support and maintenance services as described in Exhibit A(collectively the"Services"or"Work")which is attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Software License. As part of the Services Contractor is providing OnSSI PS software including a Ocularis Professional Base License and nine(9)Ocularis Professional Camera Licenses (collectively the "Software")which will be installed on a RAP provided video server. Contractor hereby represents and warrants to RAP that is has entered into appropriate and binding agreements with OnSSI PS and that it has the right to license and provide the Software to RAP for its use as set forth in this Agreement. Contractor hereby grants to RAP a perpetual,enterprise-wide,nontransferable,nonexclusive license for use of the Software in accordance with the terms of this Agreement. The parties agree that RAP may purchase from Contractor additional software licenses on an as-needed basis at the rates then in effect pursuant to the terms of this Agreement.Any additional purchase of software licenses shall be documented in an amendment to this Agreement. b. Installation of Software. Contractor shall timely perform delivery and installation of the Software in accordance with the terms of this Agreement.Contractor shall provide RAP with a project manager to coordinate installation of the Software.If RAP is not satisfied with the manager assigned to the Project,Contractor shall replace such project manager. Contractor shall be responsible for all risk of loss before the Software is installed and finally accepted by RAP. Cic-351 c. Maintenance and Support. Contractor will provide RAP with maintenance and support during the term of this Agreement which includes maintenance and support of the Software as set forth in Exhibit A. The cost of maintenance and support is set forth in Exhibit A and includes the right to receive all training, maintenance,maintenance modifications and enhancements and upgrades for the Software. Contractor represents and warrants that it has entered into binding agreement with the Software provider OnSSI PS and is authorized to receive from Software provider and provide to RAP all upgrades,modifications and enhancements as set forth in this Agreement. d. Schedule. Contractor agrees to furnish the installation of any Software no later than September 28, 2015 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. e. Inconsistency. In the event of any conflict or inconsistency between the terms and conditions set forth in any exhibit and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement shall prevail. 2. RAP's Representative. The IT Department's designee shall be Contractor's contact with respect to this Agreement and performance of the Services. 3. Term. This Agreement shall commence upon the date first written above;and a. The Software licenses(Ocularis Professional Base License and Ocularis Professional Camera Licenses)shall be perpetual;and b. Services,subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for a period of five(5)years from the date the Software is installed and operating. 4. Extension or Modification. The parties acknowledge that RAP may desire to add additional licenses and support services in the future. Such additional services shall be subject to the same terms and conditions as set forth herein unless otherwise agreed to by the parties in writing. Any amendments or modifications shall be in writing signed by both parties.No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by RAP for such additional services in accordance with RAP's internal policies. Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied acceptance of alterations or additions to the Services,and no claim that RAP has been unjustly enriched by any additional services,whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by RAP for such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor in a sum computed and payable as set forth in Exhibit A. The Services under this Agreement shall not exceed$5,737.71. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by RAP. 2 Eagle County Procurment and Installation IT Final 5/14 a. Payment will be made for Services satisfactorily performed within thirty(30)days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent,tasks performed,who performed each task and such other detail as RAP may request. b. If,at any time during the term or after termination or expiration of this Agreement,RAP reasonably determines that any payment made by RAP to Contractor was improper because the Services for which payment was made were not provided or performed as set forth in this Agreement,then upon written notice of such determination and request for reimbursement from RAP,Contractor shall forthwith return such payment(s)to RAP. Upon termination or expiration of this Agreement,unexpended funds advanced by RAP, if any, shall forthwith be returned to RAP. c. RAP will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 6. Subcontractors. Contractor acknowledges that RAP has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any subcontractor agreements for the performance of any of the Services or additional services without RAP's prior written consent,which may be withheld in RAP's sole discretion. RAP shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom RAP has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by RAP and to the extent of the Services to be performed by the subcontractor,to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor,by this Agreement,assumes toward RAP.RAP shall have the right(but not the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its agents,employees and subcontractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than$1,000,000 each accident combined bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury,products/completed operations,broad form property damage with limits of liability not less than$1,000,000 per occurrence and$1,000,000 aggregate limits. iv. Professional Liability (Errors and Omissions) including Cyber Liability with prior acts coverage for all deliverables, Services and additional services required hereunder, in a form and with insurer or insurers satisfactory to RAP,with limits of liability of not less than$3,000,000 per claim and$3,000,000 in the aggregate. The insurance shall provide coverage for(i)liability arising from theft, dissemination and/or use of confidential information stored or transmitted in electronic form; (ii)Network Security Liability arising from unauthorized access to, use of or tampering with computer systems including hacker attacks, inability of an authorized third party to gain access to your 3 Eagle County Procurment and Installation IT Final 5/14 Software or Services including denial of access or Services unless caused by a mechanical or electrical failure; (iii) liability arising from the introduction of a computer virus into,or otherwise causing damage to,RAP or a third person's computer,computer system,network or similar computer related property and the data,software and programs thereon. v. Crime Coverage shall include employee dishonesty, forgery or alteration and computer fraud. If Consultant is physically located on RAP premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of the Consultant. The policy shall include coverage for extended theft and mysterious disappearance. The policy shall not contain a condition requiring an arrest or conversion. Limits shall be a minimum of$1,000,000 per loss. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include RAP its successors and assigns,officials,employees,agents and volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. Contractor's certificates of insurance shall include subcontractors, if any,as additional insureds under its policies or Contractor shall furnish to RAP separate certificates and endorsements for each subcontractor. iii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iv. The parties hereto understand and agree that the RAP is relying on,and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to RAP,its affiliated entities, successors or assigns,its elected officials,employees,agents and volunteers. v. Contractor is not entitled to workers' compensation benefits except as provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless RAP,and any of its officers,agents and employees against any losses,claims,damages or liabilities for which RAP may become subject to insofar as any such losses,claims,damages or liabilities arise out of,directly or indirectly,this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder;and Contractor shall reimburse RAP for reasonable attorney fees and costs,legal and other expenses incurred by RAP in connection with investigating or defending any such loss,claim,damage,liability or action. This indemnification shall not apply to claims by third parties against the RAP to the extent that RAP is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. The Contractor shall further indemnify and hold harmless RAP, and any of its officers,agents and employees against any losses,claims,damages or liabilities for which RAP may become subject to insofar as any such losses, claims,damages or liabilities arise out of,directly or indirectly,this Agreement and the provision of the Software by Contractor to RAP and any claims of infringement related thereto;and Contractor shall reimburse RAP for reasonable attorney fees and costs,legal and other expenses incurred by RAP in connection with investigating or defending any such loss,claim,damage,liability or action. This paragraph shall survive expiration or termination hereof. 4 Eagle County Procurment and Installation IT Final 5/14 9. Ownership of Documents. All documents(including electronic files)and materials obtained during, purchased or prepared in the performance of the Services shall remain the property of the RAP and are to be delivered to RAP before final payment is made to Contractor or upon earlier termination of this Agreement. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date,time and receiving facsimile number for the transmission,or(v)when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five(5)days prior written notice of such change to the other party. COUNTY: Riverview Apartments Preservation LP Attention:Jill Klosterman 500 Broadway Post Office Box 850 Eagle,CO 81631 Telephone: 970-328-8773 Facsimile: 970-328-8787 E-Mail: Jill.Klosterman @ eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 E-Mail: atty @eaglecounty.us CONTRACTOR: Videotronix,Inc. d/b/a VTI Security Integrators Katie McLean, Senior Account Manager 6770 West 52nd Avenue,Unit D Arvada,CO 80002 Telephone: 720-382-1421 E-Mail Katie.McLean @VTISecurity.com 11. Termination. RAP may terminate this Agreement,in whole or in part,at any time and for any reason,with or without cause,and without penalty therefor with seven(7)calendar days' prior written notice to the Contractor. Upon termination of this Agreement,Contractor shall immediately provide RAP with all documents as defined in paragraph 9 hereof, in such format as RAP shall direct and shall return all RAP owned materials and documents. RAP shall pay Contractor for Services satisfactorily performed to the date of termination. 12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this Agreement,or breach thereof, shall be litigated in the District Court for Eagle County,Colorado,which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 5 Eagle County Procurment and Installation IT Final 5/14 13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S.24-71.3-101 to 121. 14. Other Contract Requirements and Contractor Representations. a. Contractor has familiarized itself with the intended purpose and use of the Software,nature and extent of the Services to be provided hereunder and the Property,and with all local conditions,federal,state and local laws,ordinances,rules and regulations that in any manner affect cost,progress,or performance of the Services. b. Contractor will make, or cause to be made,examinations,investigations,and tests as he deems necessary for the performance of the Services. c. To the extent possible,Contractor has correlated the results of such observations,examinations, investigations,tests,reports,and data with the terms and conditions of this Agreement. d. To the extent possible,Contractor has given RAP written notice of all conflicts,errors, or discrepancies. e. Contractor shall be responsible for completeness and accuracy of the Services and shall correct,at its sole expense,all significant errors and omissions in performance of the Services. The fact that the RAP has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of care, skill and diligence applicable to contractors performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to ensure the Services are performed in accordance with this Agreement.This paragraph shall survive termination of this Agreement. f. Contractor hereby represents and warrants that the Software includes a warranty from OnSSI as set forth in Exhibit C.In the event RAP requires support that will cause it to incur fees as set forth in Exhibit C,the same shall be set forth in writing in an amendment hereto and shall be signed by the parties. g. All guarantees and warranties of Software furnished to Contractor or any subcontractor by any manufacturer or supplier are for the benefit of RAP. If any manufacturer or supplier of any Software furnishes a guarantee or warrantee for a period longer than one(1)year,then Contractor's guarantee or warrantee shall extend for a like period as to such Software. h. Within a reasonable time after receipt of written notice, Contractor shall correct at its own expense,without cost to RAP,and without interruption to RAP: i. Any defects Software or Services which existed prior to or during the period of any p g p o a y guarantee or warranty provided in this Agreement;and 6 Eagle County Procurment and Installation IT Final 5/14 ii. Any damage to any other Work,equipment or property caused by such defects or the repairing of such defects. i. Guarantees and warranties shall not be construed to modify or limit any rights or actions RAP may otherwise have against Contractor in law or in equity. j. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and professional standards,in the performance of this Agreement. Time is of the essence with respect to this Agreement. k. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of RAP. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship between RAP and Contractor except that of independent contractor. Contractor shall have no authority to bind RAP. 1. Contractor represents and warrants that at all times in the performance of the Services,Contractor shall comply with any and all applicable laws,codes,rules and regulations. m. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. n. Contractor shall not assign any portion of this Agreement without the prior written consent of the RAP. Any attempt to assign this Agreement without such consent shall be void. o. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties,and not to any third party. p. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. q. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. r. The signatories to this Agreement aver to their knowledge no employee of the RAP has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. s. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this Agreement. 15. Prohibitions on Government Contracts. As used in this Section 15,the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101,et. seq. If Contractor has any employees or 7 Eagle County Procurment and Installation IT Final 5/14 subcontractors,Contractor shall comply with C.R.S. 8-17.5-101, et. seq.,and this Agreement. By execution of this Agreement,Contractor certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement 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 Services under this Agreement. a. Contractor shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement;or ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual 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 Services under this Agreement 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. 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 Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual,Contractor shall be required to: i. Notify the subcontractor and RAP within three (3) days that Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual;and ii. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or contracting with the undocumented individual; except that Contractor shall not terminate the contract with the subcontractor if during such three(3)days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. 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 Contractor violates these prohibitions, RAP may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor shall be liable for actual and consequential damages to RAP as required by law. g. RAP will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and RAP terminates the Agreement for such breach. 8 Eagle County Procurment and Installation IT Final 5/14 IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. Riverview Apartments Preservation LP By and through Riverview Apartments Preservation LLC, its general partner By and through Eagle County Housing and Development Authority, its sole member By: Jill Klo erman, Executive Director CONTRACTOR:Videotronix,Inc. d/b/a VTI Secec tutors By: Print Name: /2e,v L f? v • c Title: 6./V c 2 I 4 --+-A 9 Eagle County Procurment and Installation IT Final 5/14 EXHIBIT A SCOPE OF SERVICES 10 Eagle County Procurment and Installation IT Final 5/14 141 Proposal -- Statement of Work security This document and all communications related to this proposal are considered confidential and proprietary July 01,2015 Amanda Bay Eagle County Government 500 Broadway Eagle,CO 81631 Re: Riverview Apartments Video Proposal No.94132 VTI Security Integrators (VTI) is pleased to provide this proposal for your review and consideration. Our proposal is representative of the necessary technology solutions to effectively serve you with the highest regards to quality in products and installation workmanship. Below please find a detailed project scope, equipment list, pricing summary, and a section covering terms and conditions. Project Scope VTI Will: -Assist in loading server software on customer provided appliance -Load 9 Camera Licenses onto ONSSI system -Load Client software on one customer designated work station -Provide Training -2 hours of on-site training to include (Live Viewing, Viewing Archived Video, Offloading Video Clips) Equipment List Qty Model# Description Total Cost 1 OC-PRO-B Ocularis Professional Base License $488.29 9 OC-PRO-1C Ocularis Professional Camera License $1,360.44 1 SC-OC-PRO-B-5Y Ocularis Professional Base 5 Year $331.69 StayCURRENT 9 SC-0C-PRO-1C-5Y Ocularis Professional Camera 5 Year $929.79 StayCURRENT 1 VTI LABOR VTI labor without delay $0.00 Equipment Total $3,110.21 Labor Total $2,387.50 Subcontracting Total $240.00 Tax Exempt $0.00 Total(Tax Not Included-Tax Exempt) $5,737.71 Warranty: 1. Equipment: 401 West Travelers Trail,Burnsville,MN 55337,P 952.894-5343 F:952-894-0509,www.vtisecurity.com 6770 W,52"Ave,Unit 0,Arvada,CO 80002,P:303-216-2700 F:303-216-2595 207 Sutton Lane,Colorado Springs.CO 80907,P;719-955-0672 F:719-955-0688 11220 West Lapham Street,West Allis,WI 53214.P:262-649-5280 F:262-649-5280 7527 Canyon Drive,Amarillo,TX 79110,P;806-576-4633 F:806-553-5180 This equipment includes VTI's standard one year warranty starting on the date of substantial completion. Specific terms and conditions are listed in our standard warranty statement. 2. Labor: VTI provides one year labor warranty on workmanship from the date of substantial completion. Specific terms and conditions are listed in our standard warranty statement. Notes: ONSSI/Stay CURRENT: VTI Security is a certified ONSSI dealer with technical expertise to support our clients with their ONSSI platform. VTI Security is certified for any assistance with upgrades and/or system support. Per ONSSI Support and StayCURRENT: • StayCURRENT, you can download updates as soon as they are released. • As you grow your system, all you'll need to do is purchase additional camera licenses. • Your StayCURRENT plan will be adjusted to the number of licenses you have at the plan's one-year anniversary date. • If you have questions regarding software downloads and installations,or are experiencing a problem, call OnSSI's Technical Support Hotline at 845.732.7979 or email us at SupportC OnSSI.com. 1. Installation includes: - Final termination and testing of devices - System Training - Documentation - All necessary taxes 2. Installation does not include: - Pulling Cat 6 cable between camera and switch - Video Server - Mounting of devices - Final termination and testing of devices - SD Card - Bid bond - Performance bond - Permits 3. Installation and Scheduling Installation can be scheduled once the attached authorization to proceed is received. All material will be ordered in a timely fashion for the availability at the scheduled installation date. VTI standard payment terms are 'e + • = 1.• '• •rest of 1.5% monthly on all unpaid and undisputed balances. VTI's standard billin: .ractice i t• • o•r- M1 - -. liar. Page 2 of 3 This equipment includes VTI's standard one year warranty starting on the date of substantial completion. Specific terms and conditions are listed in our standard warranty statement. 2. Labor: VTI provides one year labor warranty on workmanship from the date of substantial completion. Specific terms and conditions are listed in our standard warranty statement. Notes: ONSSI/Stay CURRENT: VTI Security is a certified ONSSI dealer with technical expertise to support our clients with their ONSSI platform. VTI Security is certified for any assistance with upgrades and/or system support. Per ONSSI Support and StayCURRENT: • StayCURRENT,you can download updates as soon as they are released. • As you grow your system, all you'll need to do is purchase additional camera licenses. • Your StayCURRENT plan will be adjusted to the number of licenses you have at the plan's one-year anniversary date. • If you have questions regarding software downloads and installations, or are experiencing a problem, call OnSSI's Technical Support Hotline at 845.732.7979 or email us at Support@OnSSI.com. 1. Installation includes: - Final termination and testing of devices - System Training - Documentation - All necessary taxes 2. Installation does not include: - Pulling Cat 6 cable between camera and switch - Video Server - Mounting of devices - Final termination and testing of devices - SD Card - Bid bond - Performance bond - Permits 3. Installation and Scheduling Installation can be scheduled once the attached authorization to proceed is received. All material will be ordered in a timely fashion for the availability at the scheduled installation date. VTI standard payment terms are r e i • :':_ - ..• '• rest of 1.5% monthly on all unpaid and undis.uted balances. VTI's standard billin_ •ractice i to • o•r 1?il - -. Mira, Page 2 of 3 - '-• •:=• •.. -:. •rdered and received at VTI for your project. Yo m. choose to take possession of this material and store it at your own site or it may.e s • VTI no charge. Deposits may be required depending on the customer's credit history, . - • any upfront .•sts incurred by VTI, if the project is $30,000 or greater and/or if the .roject is estimated t• take six(6)months or longer to complete. This proposal an. all costs associated with it are valid for 60 days from the • e of the proposal. After 60 days,pric- re not guaranteed and may be subject to change. VTI will continue to be -sponsive to your requirements regardin, 's proposal. If you have any questions or other matt- please feel free to contact me. Respectfully Submitted By: Kati. cLean, Senior Acco - Manager Direct: 20-382-1421 Email: . 'e.McLean ' TlSecurity.com Authorization: The following signatures reflect accep . ce and a a orization of Proposal - Statement of Work 94132 and are bound by the Te • & Condition of this Agreement or Master Services Agreement between the Parties. VideoTronix Incorporate, Eagle Cou Government d.b.a.VTI Security Int-!,rators By: By: Title: Title: Date: Date: P.O.#: Page 3 of 3 EXHIBIT B INSURANCE CERTIFICATES 11 Eagle County Procurment and Installation IT Final 5/14 /^+,.,-^--..""1141, , VIDEINC-02 KIJU .4RJ 4C,I L Y DATE(MM/DD/YYYY) ..- CERTIFICATE OF LIABILITY INSURANCE 09/01/2015 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 (952)945-0200 CON TACT • Associated Financial Group PHONE FAX 12600 Whitewater Drive (A/c,No,Ext): (ac,No): E-MAIL Minnetonka,MN 55343 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# • INSURER A:Allied World Surplus Lines Insurance Company INSURED VideoTronix,Incorporated INSURER B:Travelers Indemnity Company dba VTI Security Integrators INSURER C:Standard Fire Insurance Company 401 West Travelers Trail, INSURER D:Federal Insurance Co. Burnsville,MN 55337 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. ILTR TYPE OF INSURANCE INSR SVD POLICY NUMBER POLICY EFF POLICY EXP W LIMITS (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X. 5200-0985-01 11/01/2014 11/01/2015 DAMAGE TO RENTED 700 000 PREMISES(Ea occurrence) $ , CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 - I PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 3,000,000 7 POLICY■ P LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 B X ANY AUTO 810-7D265816 11/01/2014 11/01/2015 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS AUTOS ( ) HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS JPER ACCIDENT) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 6,000,000 A EXCESS LIAB CLAIMS-MADE 5201-0224-01 11/01/2014 11/01/2015 AGGREGATE $ 6,000,000 DED RETENTION$ $ WORKERS COMPENSATION X WC STATU- 0TH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS ER C ANY PROPRIETOR/PARTNER/EXECUTIVE UB-3C440279 11/01/2014 11/01/2015 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? I N 1 A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 A Professional Liability 5200-0985-01 11/01/2014 11/01/2015 Occurrence/Aggregate 1,000,000 D Crime Coverage 8151-8872 11/01/2014 11/01/2015 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,it more space is required) Additional insured: RAP its successors and assigns,officials,employees,agents and volunteers CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Riverview Apartments Preservation LPAND THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 39169 Hwys 6&24 ACCORDANCE WITH THE POLICY PROVISIONS. Avon,CO 81620- . AUTHORIZED REPRESENTATIVE I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD EXHIBIT C LIMITED WARRANTY STATEMENT 12 Eagle County Procurment and Installation IT Final 5/14 �— secUCiry Minneapolis I Denver I Milwaukee I Colorado Springs I Cheyenne I Amarillo VTI Security Integrators LIMITED WARRANTY STATEMENT This limited warranty sets forth all VideoTronix, Inc., conducting business as VTI Security Integrators, (herein after referred to as VTI) responsibilities regarding VTI provided labor, material, and equipment. There are no other express or implied warranties from VTI. The actions described herein are the exclusive remedies for warranty claims. All other warranties, expressed or implied, including implied warranties of merchantability and fitness for a particular purpose are excluded from this warranty. . . • - ; . , , document modify the ci4iura arrt2 4unditiuns. This shall be the exclusive,primary and surviving terms and conditions. I.Warranty Service Provided: Warranty Service Hours:8:00AM-5:00PM,Monday-Friday,(Holidays Excluded) Call:866.863.0828 or E-mail:service(ni)vtisccuritv.com. Non-Warranty Emergency Service Hours:5:00PM-8100AM,Monday-Friday,Weekends&Holidays Call:866.863.0828,Option I(Identify yourself as a VT1 Security Customer and request Service Dispatch) VTI hereby warrants system operation,from the time of substantial completion,against defects in material and/or workmanship for a period of one(I)year in the amount,manner,and conditions indicated herein. • VTI is a reseller of software manufactured by others. Software performance is limited solely to realized functionality of the version provided by the manufacturer at the time of installation and subject to any limitations, terms and conditions of the manufacturer's software license. If a software malfunction is detected VTI's duty is to promptly contact the software manufacturer and to acquire any available patch within the warranty period and install the patch or modification at no charge to Client. In the event that VTI determines the system failure is due to defects in equipment,materials,and/or workmanship,VTI will: A. Respond to service calls as required by problems with system or equipment within two(2)hours by telephone and if necessary on site within eight(8)business hours during normal business hours except in the event of unusual or severe weather to include major snowstorms,flooding,tornadoes or any other acts of God that would prevent or become a major hindrance to VTI's response. B. Ensure replacement parts or equipment shall be of equal quality and become the sole property of CLIENT upon installation.The replacement of any parts or equipment installed by VTI during the term of this warranty shall be subject to the terms and conditions of this warranty and all available warranties shall be assigned to CLIENT. C. Maintain responsibility to repair the system and for replacement of equipment if damages are a direct result of negligence,acts or omissions of VT1 and/or its agents. D. Provide all necessary replacement parts and labor for repairing defects in material or workmanship according to the following rates and conditions: Mon-Fri 0800-1700 Mon-Fri 1700-0759 Sat.,Sun.,Holidays Level 1 - Basic* $0 $165.00 per hour,2 hour minimum $220.00 per hour,2 hour minimum Level 2-Infrastructure $0 $187.50 per hour,2 hour minimum $250.00 per hour,2 hour minimum ** Rental/Replacement Cost per item—available on Cost per item-available on limited Cost per item-available on limited Equipment limited basis and upon request basis and upon request basis and upon request Metro Trip Charge*** $0 $45.00(point to point invoicing) $45.00(point to point invoicing) Outside Metro SO .59 per mile .59 per mile Trip Charge $150 per hour Drive Time $200 per hour Drive Time (round trip) (round trip) Boom Truck Lift Rates to be quoted at time of Lift Rates to be quoted at time of Lift Rates to be quoted at time of service service service Help Desk SO $100.00 per hour,1 hour minimum $100.00 per hour, 1 hour minimum 6770 West 52'd Ave,Unit D I Arvada,CO 80002 I P: 303.216.2700 I E: vti @vtisecurity.com W: www.vtisecurity.com tiff security Minneapolis I Denver I Milwaukee I Colorado Springs I Cheyenne I Amarillo *Level 1-Basic—any work performed on a computer or appliance with an operating system and/or database for the purpose of initial configuration,commissioning,servicing,or changing the configuration of the Operating System,Database,or software installed or embedded on the computer/appliance. Computers and appliances include workstations,servers and network based appliances including cameras,encoders,decoders,decoders,and devices with embedded operating systems. Any work performed on VMS,Access Control Intercom,or Alarm System software including installation,configuration,updates,training and servicing. An additional fee of $10.00/hour may be added for non-contract customers who request priority emergency service. **Level 2-Infrastructure-any work performed on network and/or telecom connectivity for the purpose of design,initial configuration,commissioning,servicing,or changing the configuration of the network appliances and transmission paths.Devices include Firewalls,Routers,Switches,Wireless Access Points,Fiber Devices and Media Converters.Enterprise level server,database, installation,configuration and/or servicing.Video wall support.An additional fee of$10.00/hour may be added for non-contract customers who request priority emergency service. ***Metro Trip Charge—point to point invoicing includes drive time. Note: Discounts from the retail rate may only be offered by an authorized representative of VTI Security and according to established discount levels. IL Exclusions: This warranty does not cover and there will be additional charges(as outlined in Section III)for any of the following: A. Damage to the equipment resulting from: abuse,accident,act of nature(including lightening strikes),improper operation,lack of reasonable care,power surge/loss,misuse,neglect,unauthorized modification,or use in a manner for which the equipment was not intended. B. Loaner equipment. Subject to availability and upon the CLIENT's authorization,VTI will provide rental equipment for device(s) that cannot be repaired on site.Standard rental rates will be applied. C. Consumable items including but not limited to Access Cards,VCR tapes and print heads for printers. D. Service on materials,devices,computers,peripherals, media or software not sold and furnished by VTI and any VTI diagnostic service time spent to deem a product by others to be incompatible. E. Service to repair, perform or assist in diagnostic services on problems associated with telephone service or CLIENT provided computer network(LAN/WAN)that the system may be connected to. F. The Client is responsible for all firewalls and maintaining adequate network security. G. Service to endeavor mitigation of data loss,updating or corrections to the System resulting directly from the failure of the Client to reasonably and competently perform back-ups of System data as directed or recommended by VTI. Unless specified otherwise,the minimum System data back up period direct to Client is each week. H. Unless specified in the quotation,the installation price of a System is based on providing one user training session to assist the client in the general operation of the system. if Client requires a more comprehensive or in depth training, phone support or multiple training sessions,these are not considered a warranty issue and are chargeable. III.Exclusionary Service: In the event that VTI determines system failure is not due to defects in equipment,materials and/or workmanship,VTI will: A. Provide all necessary service labor and replacement parts on a Per Call Time and Material basis according to the following rates and conditions: Mon-Fri 0800-1700 Mon-Fri 1700-0759 Sat.,Sun.,Holidays Level I - Basic* $110.00 per hour,2 hour minimum $165.00 per hour,2 hour minimum $220.00 per hour,2 hour minimum Level 2-Infrastructure $125.00 per hour,2 hour minimum $187.50 per hour,2 hour minimum $250.00 per hour,2 hour minimum ** Rental/Replacement Cost per item-available on limited Cost per item-available on limited Cost per item-available on limited Equipment basis and upon request basis and upon request basis and upon request Metro Trip Charge*** $45.00(point to point invoicing) $45.00(point to point invoicing) $45.00(point to point invoicing) Outside Metro .59 per mile .59 per mile .59 per mile Trip Charge $100 per hour Drive Time $150 per hour Drive Time $200 per hour Drive Time (round trip) (round trip) (round trip) Boom Truck Lift Rates to be quoted at time of Lift Rates to be quoted at time of Lift Rates to be quoted at time of service service service Help Desk $85.00 per hour, 1/2 hour minimum $100.00 per hour,1 hour minimum $100.00 per hour,1 hour minimum 6770 West 52"a Ave,Unit D I Arvada,CO 80002 I P: 303.216.2700 I E: vti @vtisecurity.com I W: www.vtisecurity.com SeCUrity Minneapolis I Denver I Milwaukee I Colorado Springs I Cheyenne I Amarillo *Level 1-Basic—any work performed on a computer or appliance with an operating system and/or database for the purpose of initial configuration,commissioning,servicing,or changing the configuration of the Operating System,Database,or software installed or embedded on the computer/appliance. Computers and appliances include workstations,servers and network based appliances including cameras,encoders,decoders,decoders,and devices with embedded operating systems. Any work performed on VMS,Access Control Intercom,or Alarm System software including installation,configuration,updates,training and servicing. An additional fee of $10.00/hour may be added for non-contract customers who request priority emergency service. **Level 2-Infrastructure-any work performed on network and/or telecom connectivity for the purpose of design,initial configuration,commissioning,servicing,or changing the configuration of the network appliances and transmission paths.Devices include Firewalls,Routers,Switches,Wireless Access Points,Fiber Devices and Media Converters.Enterprise level server,database, installation,configuration andior servicing.Video wall support.An additional fee of$10.00/hour may be added for non-contract customers who request priority emergency service. ***Metro Trip Charge—point to point invoicing includes drive time. Note: Discounts from the retail rate may only be offered by an authorized representative of VTI Security and according to established discount levels. II.Exclusions: This warranty does not cover and there will be additional charges(as outlined in Section III)for any of the following: A. Damage to the equipment resulting from: abuse,accident,act of nature(including lightening strikes),improper operation, lack of reasonable care,power surge/loss,misuse,neglect,unauthorized modification,or use in a manner for which the equipment was not intended. B. Loaner equipment. Subject to availability and upon the CLIENT's authorization,VT1 will provide rental equipment for device(s) that cannot be repaired on site.Standard rental rates will be applied. C. Consumable items including but not limited to Access Cards,VCR tapes and print heads for printers. D. Service on materials, devices, computers,peripherals, media or software not sold and furnished by VTI and any VTI diagnostic service time spent to deem a product by others to be incompatible. E. Service to repair, perform or assist in diagnostic services on problems associated with telephone service or CLIENT provided computer network(LAN/WAN)that the system may be connected to. F. The Client is responsible for all firewalls and maintaining adequate network security. G. Service to endeavor mitigation of data loss,updating or corrections to the System resulting directly from the failure of the Client to reasonably and competently perform back-ups of System data as directed or recommended by VTI. Unless specified otherwise.the minimum System data back up period direct to Client is each week. H. Unless specified in the quotation,the installation price of a System is based on providing one user training session to assist the client in the general operation of the system. If Client requires a more comprehensive or in depth training, phone support or multiple training sessions,these are not considered a warranty issue and are chargeable. III.Exclusionary Service: In the event that VTI determines system failure is not due to defects in equipment,materials and/or workmanship,VTI will: A. Provide all necessary service labor and replacement parts on a Per Call Time and Material basis according to the following rates and conditions: Mon-Fri 0800-1700 Mon-Fri 1700-0759 Sat.,Sun.,Holidays Level I - Basic* $110.00 per hour,2 hour minimum $I65.00 per hour,2 hour minimum $220.00 per hour,2 hour minimum Level 2-Infrastructure $125.00 per hour,2 hour minimum $187.50 per hour,2 hour minimum $250.00 per hour,2 hour minimum ** Rental/Replacement Cost per item-available on limited Cost per item-available on limited Cost per item-available on limited Equipment basis and upon request basis and upon request basis and upon request Metro Trip Charge*** $45.00(point to point invoicing) $45.00(point to point invoicing) $45.00(point to point invoicing) Outside Metro .59 per mile .59 per mile .59 per mile Trip Charge $100 per hour Drive Time $150 per hour Drive Time 5200 per hour Drive Time (round trip) (round trip) (round trip) Boom Truck Lift Rates to be quoted at time of Lift Rates to be quoted at time of Lift Rates to be quoted at time of service service service Help Desk $85.00 per hour, 1/2 hour minimum $100.00 per hour, 1 hour minimum $100.00 per hour,1 hour minimum 6770 West 52nd Ave,Unit D I Arvada,CO 80002 I P: 303.216.2700 I E: vti @vtisecurity.com I W: www.vtisecurity.com �Y security Minneapolis I Denver I Milwaukee I Colorado Springs I Cheyenne I Amarillo *Level 1-Basic—any work performed on a computer or appliance with an operating system and/or database for the purpose of initial configuration,commissioning,servicing,or changing the configuration of the Operating System,Database,or software installed or embedded on the computer/appliance. Computers and appliances include workstations,servers and network based appliances including cameras,encoders,decoders,decoders,and devices with embedded operating systems. Any work performed on VMS,Access Control Intercom,or Alarm System software including installation,configuration,updates,training and servicing. An additional fee of $I0.00/hour may be added for non-contract customers who request priority emergency service. **Level 2-Infrastructure-any work performed on network and/or telecom connectivity for the purpose of design,initial configuration,commissioning,servicing,or changing the configuration of the network appliances and transmission paths.Devices include Firewalls,Routers,Switches,Wireless Access Points,Fiber Devices and Media Converters.Enterprise level server,database, installation,configuration and`or servicing.Video wall support.An additional fee of SI0.00..`hour may be added for non-contract customers who request priority emergency service. ***Metro Trip Charge- point to point invoicing includes drive time. Note: Discounts from the retail rate may only be offered by an authorized representative of VTI Security and according to established discount levels. B. Upon the CLIENT'S authorization,provide replacement parts of equal quality,which shall become the sole property of CLIENT upon installation.The replacement of any parts or equipment installed by VII during the term of this warranty shall be subject to the terms and conditions of this warranty and all available warranties shall be assigned to CLIENT. IV.Additional Terms and Conditions: a • . is ions a • communications,both oral or written,between the parties �. . h. •'. . ... .-. • ned by both parties B. Neither party shall assign all or any part of this Limited Warranty,or any interest therein,without the other party's prior written consent,except that CLIENT may assign to any corporate affiliate without the consent of VII provided the CLIENT remains the guarantor of all of its obligations under this warranty and VII may assign to any corporation affiliate or purchaser of all or any portion of VII stocks or assets without Customer consent,provided such assignee agrees to be bound by, and perform all of its obligations in accordance with the terms and conditions of this warranty. C. This limited warranty is entered into solely for the mutual benefit of VTI and CLIENT,and no benefits,rights,duties or obligations are intended or created by this agreement as to any third parties. .States$-1,4in ta. •.. • .. • M1 .• • .. :ti shall in no wa . . shatl fail by iwelf III the StatC,Gut E. VII assumes no responsibilities,obligations, liabilities or any damages whatsoever including but not limited to loss of use,data, profits or productivity for any special,incidental,or consequential damages in connection with equipment malfunction whether in an action of contract or tort,including negligence. VTI shall not be held responsible for any loss to property or harm to persons as a result of equipment malfunction nor for circumstances that cause a loss or casualty that may arise from the implied security protection intended by the equipment used. F. VTI may subcontract any or all of the work to be performed by it under this Warranty but shall retain responsibility for the work subcontracted. •t '.1111 .: .. r • :