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HomeMy WebLinkAboutC19-224 SGI MatrixAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SGI MATRIX, LLC THIS AGREEMENT (“Agreement”) is effective as of the 1st day of January, 2019 by and between SGI MATRIX, LLC, a Delaware limited liability corporation (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, the County desires to enter into an agreement with Contractor to provide phone, hardware and software support for the Eagle County Regional Airport (the “Project”). The location of the work to be performed is at the Eagle County Regional Airport (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 defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services or Work. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services or work described in Exhibit A (“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. Contractor agrees to furnish the Services 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. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. 2. County’s Representative. The Aviation Director or his designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall be effective as of the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the 31st day of December, 2019. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 2 Eagle County General Services Final 5/14 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 County for such additional services in accordance with County’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 County 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 County 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 for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $4,388.00. 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 County. 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 County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County 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. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with 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). 6. Subcontractors. Contractor acknowledges that County 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 County’s prior written consent, which may be withheld in County’s sole discretion. County 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 County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each subcontractor, as approved by County 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 County. County 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. DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 3 Eagle County General Services Final 5/14 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. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected 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 County 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 County 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 County, 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 County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County 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 County for reasonable attorney fees and costs, legal and other expenses incurred by County 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 County to the extent that County is liable to such third party for such DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 4 Eagle County General Services Final 5/14 claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 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 County and are to be delivered to County 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: Eagle County, Colorado Attention: Airport Operations Manager 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-2680 Facsimile: 970-328-8699 E-Mail: andy.solsvig@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: SGI Matrix, LLC Chris Romie 1041 Byers Road Miamisburg, OH 45342 800-562-3343 chris.romie@matrixsys.com 11. Termination. County 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 County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 5 Eagle County General Services Final 5/14 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. 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 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 County written notice of all conflicts, errors, or discrepancies. e. Contractor shall be responsible for the 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 County 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 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. g. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. 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 County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 6 Eagle County General Services Final 5/14 h. 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. i. 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. j. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. k. 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. l. 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. m. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. n. The signatories to this Agreement aver to their knowledge no employee of the County 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. o. 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 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 DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 7 Eagle County General Services Final 5/14 Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: https://www.uscis.gov/e-verify 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 County 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, County 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 County as required by law. g. County will notify the Colorado Secretary of State if Contractor violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 8 Eagle County General Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONTRACTOR: By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 CEO Bruce Rogoff 9 Eagle County General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 EAGLE COUNTY AIRPORT Service Agreement Renewal 1/1/19 through 12/31/19 Prior Renewal Contract Price Price ChanQe Comments Software Support $4,388 $4,328 $60 Added Licenses Total Annual Support Cost $4388 $4,328 $60 OR (2)Semi-annual payments of:$2,194 $2,164 Total of Semi-annual Payments =$4,388 $4,328 Recap SGIMeffi*rG-6e1ifidTlI1I-Page 1 of 1 DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 SERVICE AGREEMENT PRICING WORKSHEET CUSTOMER-EAGLE COUNTY AIRPORT NUMBER OF MONTHS:12 AGREEMENT NUMBER:PERIOD:BEGS’J END 1/1/19 ##4t### PRODUCT NO.DESCRIPTION COVERAGE JOB LOC.CODE SHIPPED vi QUANTITY NEW TERM TOTALS SOFTWARE SUPPORT Remote connection type:VPN FRONTIER SOFTWARE-VERSION 4.7.0 61-13982-M SERVER UNLIMITED PH CONSULTATION D 0.00 1 $1,575 FWS-1L WORKSTATION UNLIMITED PH CONSULTATION D 0.00 4 $900 FPORTAL-4L PORTAL LICENSE (4-PACK)UNLIMITED PH CONSULTATION 0 0.00 22 $660 FBA0GE-lkL Badge License Pack (1,000 badges/pk)UNLIMITED PH CONSULTATION D 0.00 1 $8 61-14422-1 Full Imageworks License w/Badge UNLIMITED PH CONSULTATION D 0.00 1 $195 61 -1 3982-21 FRONTIER KEY CONTROL UNLIMITED PH CONSULTATION D 0.00 1 $225 61-13982-25 FIELD BY FIELD PERMISSIONS UNLIMITED PH CONSULTATION D 0.00 1 $300 61-14374 WATCH LIST UNLIMITED PH CONSULTATION D 0.00 1 $525 I I SUBTOTAL -SOFTWARE:$4,388 I TOTAL ANNUAL PAYMENT:$4,383 OR (2)SEMI-ANNUAL PAYMENTS OF:$2,194 TOTAL OF MONTHLY PAYMENTS =$4,388 SERVICE AGREEMENT TERMS OF COVERAGE RENEWAL:Multi-Year Agreements will be reviewed annually,at least 30 days prior to renewal to add or delete equipment/software coverage and to adjust applicable warranties.After the first years coverage,the additional years coverage may increase or decrease. At the time of a service contract’s renewal the customer MUST provide SGI Matrix,LLC with the current remote access phone number(s).These phone numbers MUST be validated by the Help Desk to insure that any covered Software/Hardware phone support issues can be accessed.During the term of the service agreement should remote access not be available,all time for related phone consultation will be billable at the current labor rates and a purchase order (P0)will be required for the activity. TAXES:The prices quoted herein do not include any applicable sales and/or use taxes.Customer agrees to pay SGI Matrix,LLC any present or future taxes or any other government charges now or hereafter imposed by existing or future laws with respect to this Agreement.If you are exempt,please provide SGI Matrix,LLC with a valid exemption certificate at the time of your order.Otherwise, applicable sales tax will be added when SGI Matrix,LLC invoices for this Service Maintenance Agreement. Pricing lot 3 DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 SERVICE AGREEMENT PRICING WORKSHEET CUSTOMER-EAGLE COUNTY AIRPORT NUMBER OF MONTHS:12 AGREEMENT NUMBER:PERIOD:BEG’J END 1/1/19 ##1t### NEW WARRANTY PRODUCT NO.DESCRIPTION COVERAGE JOB LOC.CODE SHIPPED QUANTITY NEW TERM TOTALSWARR.MONTHS COVERAGE:Only equipment listed on this exhibit will be covered under the Service Maintenance Agreement.All equipment covered in this Agreement shall be repaired if it has become defective through normal wear and usage.Maintenance Services shall not include the labor and/or material required to repair equipment that has otherwise become defective,including,but not limited to,damage caused by accidents,physical abuse or misuse of the equipment,lightning damage,fires,or other acts of God.Time and Material charges shall apply to troubleshoot any related issue and/or repair of the equipment not listed. Service Agreement does not include the replacement of consumables,such as batteries,Printheads,cleaning rollers,ribbons,print cartridges or modules,etc.or replacement of equipment that is worn out through extended use beyond the equipment’s normal life. Additional services at current SGI Matrix,LLC rates,plus expenses. HARDWARE/SOFTWARE PHONE AND REMOTE SUPPORT -Remote support coverage is offered as 7x24 and includes all technical hardware and software consultation by SGI Matrix 24 hour helpdesk.This is a minimum option on any service agreement and is included in all agreements.SGI Matrix,LLC uses remote connectivity technology (dial up modem,VPN,etc.)to correct or address any software issues and is available 24 hours a day 7 days a week. Customer is responsible for on-line remote support including analog telephone lines for support modems and/or network access support connectivity.On-site services required due to customer not providing lines for support modems and/or network access support connectivity shall result in additional charges at SGI Matrix standard rates plus actual travel expenses. Any Software/Hardware that can not be accessed remotely,for the purpose of phone support,will not be covered under the service agreement by phone consultation.Phone consultation,and any related onsite support,will only be serviced on a Time &Materials basis at the current labor rates.This will require a separate P0 either per occurrence or as an open P0 to be used as required. ACCESS REQUIREMENTS:In order for a customer to obtain a service agreement that includes a fixed price for Software/Hardware phone support,customer shall at all times,provide SGI Matrix,LLC with complete and unrestricted access to all Covered System components,including remote connectivity technology (dial up modem,VPN,etc.).SGI Matrix,LLC may at reasonable times (such as running a system analysis for the service agreement renewal)and as necessitated by maintenance procedures,regulate the primary equipment incidental to the operation of the Covered System. RETURN TO FACTORY:All equipment with Return to Factory fRTF)coverage must be handled in accordance with SGI Matrix RMA procedure.Customer shall contact SGI Matrix’s Help Desk for an RMA number and ship the equipment prepaid to the destination directed by SGI Matrix.Return shipping costs will be via carrier selected by SGI Matrix,LLC and paid by SQl Matrix.All RTF items are to be removed,shipped and reinstalled by the customer.If a SGI Matrix,LLC Technician is dispatched for RTF equipment,standard SGI Matrix,LLC labor rates will be charged. SOFTWARE:Software Upgrade and Support Agreement provides upgrades to all new releases of the Frontier solution at no additional cost.Also included in this agreement is Frontier manufacturer support.This ensures priority who has this agreement in place access to Frontier support resources to the Frontier Solution Partner for the customer.Upgrades shall not include new or custom features and functions which are specific to the Customer. Custom software is available by separate quote. Pricing 2of 3 DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 SERVICE AGREEMENT PRICING WORKSHEET CUSTOMER-EAGLE COUNTY AIRPORT NUMBER OF MONTHS:12 AGREEMENT NUMBER:PERIOD:BEG’J END 1/1/19 ###### NEW WARRANTY PRODUCT NO.DESCRIPTION COVERAGE JOB LOC.CODE SHIPPED QUANTITY NEW TERM TOTALSWARR.MONTHS PHOTOIMAGING:Coverage includes telephone and e-mail diagnostics support and RTF repair.It is important to be at the machine when requesting telephone diagnostics or support.The SGI Matrix, LLC technician will require the Printer/Camera/Laminator (Unit)Model,Serial Number,Description of the problem and location of the unit to initiate telephone support or issue an RMA.Repair for the coveted unit during the contract period includes all parts and labor,except printheads,cleaning rollers and other wear items.Customer pays shipment of coveted printer to SGI Matrix,LLC;SGI Matrix, LLC pays standard return shipment for repaired printer.Proper packing is important,it is extremely important to keep the original box and shipping materials.Shipping damage is not covered under the contract;if proper packaging is not available,SGI Matrix,LLC will provide packaging on request for a fee,plus shipping.Units returned in improper packaging will be returned in factory-approved packing at the customer’s expense.Shipping insurance is recommended. PHOTOIMAGING-CONTINUED:SGI Matrix,LLC Service Technician will trouble-shoot,repair,clean,test and properly package the covered unit for return to owner.Overnight return shipping is available at an extra charge.Shipping damage and misuse of photo imaging equipment is not covered. All printer consumables MUST be purchased from SGI Matrix,LLC in order to preserve eligibility for printer coverage under this Service Agreement WARRANTY Other thanasspecificplly provided herein,SGl-Mat’ix-LL-Gmales no implid.wrrantiferantabiUty-ancLfitns Materials Warranty:Defective materials and /or components received by SGI Matrix,LLC will be repaired and /or replaced within ten (10)working days of receipt.Repaired equipment will carry a90 day warranty by SGI Matrix.All third party equipment and software will carry applicable warranty provided by the vendor.To return material and I or components,factory authorization must be obtained.To obtain a Return Materials Authorization (“RMA”),please call SGI Matrix,LLC customer service at 7-800-562-3343.Materials/components should be sent to:SGI Matrix,LLC SERVICE DEPARTMENT 1041 DYERS ROAD,MIAMISBURG OH 45342. Materials must be shipped in original packaging provided by the vendor,or equivalent packaging approved by SQl Matrix,LLC.Failure to ship material in appropriate packaging may void warranty.SGI Matrix,LLC does not assume and shall have 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 negligence of SGI Matrix,including but not restricted to,acts of God,acts of public enemy,acts of the United States,any state,territory of the United States or any political subdivision of the foregoing,or the District of Columbia,its agents,employees or subcontractors,fires,floods,epidemic,quarantine restrictions,strikes,freight embargoes and unusually severe weather conditions or defaults of SGI Matrix,LLC subcontractors or vendors due to any such causes.Other than as specifically provided herein,SGI Matrix,LLC makes no other warranties,express or implied,including without limitation implied warranties or merchantability and fitness for a particular purpose. Any covered equipment must be serviced ONLY by certified SGI Matrix,LLC technicians dispatched by SGI Matrix.Any covered equipment for which a service call is made and which is found to have been serviced by a non-certified technician will be repaired on a T&M basis. Annual Agreement allows for up to three employees to attend the Matrix User’s Group Symposium.This event is designed to discuss the Matrix/Frontier platform and review the product releases for the current year.There will also be Peer to Peer discussion groups to help users determine best practices and policies as it relates to the system. Pricing -4GI-Metrixtttnf44en*iel——3of 3 DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 10 Eagle County General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/12/2019 Marsh &McLennan Agency LLC 409 E.Monument Avenue Suite 400 Dayton OH 45402 937.228.4135 937.228-9108 Federal Insurance Company 20281 SGIMATRIX Mt Hawley Insurance Company 37974SGIMatrix,LLC dba Matrix Systems; SGI Matrix,LLC dba Xentry Systems Integration 1041 Byers Road Miamisburg OH 45342 Illinois National Insurance Company 23817 Twin City Fire Insurance Company 29459 19566265 A X 1,000,000 X 1,000,000 X X,C,U Included 10,000 1,000,000 2,000,000 X X 36044012EUC 9/27/2018 9/27/2019 2,000,000 A 1,000,000 X 73595558 9/27/2018 9/27/2019 B X 5,000,000 X MXL0427340 9/27/2018 9/27/2019 5,000,000 D X33WEIB69779/27/2018 9/27/2019 500,000 500,000 500,000 C A Professional/Cyber Liability Installation Floater Ohio Stop Gap Liab 036054923 36044012EUC 9/27/2018 9/27/2018 9/27/2019 9/27/2019 Limit $1,000,000 Limit $500,000 Limit $5,000 Retention $5,000 Deductible $1,000,000 Eagle County Colorado is included as additional insured for General Liability when required by written contract. Eagle County Colorado 500 Broadway Eagle CO 81631 DocuSign Envelope ID: 637BB6F5-50AA-46C2-ABD5-C8B3082A6637