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HomeMy WebLinkAboutC20-372 SGI MatrixAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SGI MATRIX, LLC THIS AGREEMENT (“Agreement”) is effective as of January 1, 2020 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, County entered into an agreement with Contractor dated January 1, 2019, whereby Contractor provided annual hardware and software support for the Frontier Matrix badging application located at Eagle County Regional Airport (the “Support Agreement”); and WHEREAS, the Support Agreement expired as of December 31, 2019, and County desires to enter into a new agreement with Contractor for an annual Frontier software license subscription for 128 doors with 24 x 7 telephone 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. Software: (i)Contractor shall install Frontier software with the specifications set forth on Exhibit A (the “Software”) onto County provided computers with Windows 10 in accordance with this Agreement. (ii)Maintenance: a.In the event of the discovery of any Software non-conformance, the County may report the non-conformance to the Contractor’s customer care center twenty-four (24)hours a day, seven days a week. The Contractor will work with the Contractor- trained, on-site caller to verify and resolve the problem. If the Contractor is unable to resolve the problem through telephone consultation, the Contractor will remotely connect to the County’s system through a County-provided data connection to DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 C20-372 2 Eagle County General Services Final 5/14 perform advanced diagnosis and analysis. During the time of the remote data connection, the County must provide a voice telephone line of the on-site caller. If Contractor is unable to resolve the problem through the remote data connection, then Contractor will dispatch a technician for on-site diagnosis and analysis. Contractor shall comply with Eagle County’s Third-Party Remote Access Policy, attached hereto as Exhibit C. b. Contractor will acknowledge any reported defect or issue within twenty-four (24) hours and use best efforts to address and remedy such defect or issue. At no additional cost to County (other than the cost of labor and/or mobilization to deliver such software), Contractor will deliver to County, as made commercially available by Contractor, bug fixes, maintenance updates and Major Releases for the Software (“Updates”) which will thereafter be considered “Software”. As used herein, a “Major Release” is any version of the Software that provides substantial new feature, additional functionality, or makes use of different architecture. At its expense, Contractor will furnish County with revised documentation (including release notes identifying each Update). c. Contractor shall maintain the organization and processes necessary to provide second line support for the Software to County. Such second line support shall be provided to County only if, after reasonable commercial effort, County is unable to diagnose and or resolve problems or performance deficiencies in the Software. Second line support will be provided to designated and trained representatives of County. Contractor shall have no obligation to provide second line support directly to any of County’s customers and/or end users. In order to assist Contractor in providing such second line support, County will provide Contractor with the ability to access County’s computer platforms which utilize the Software (including but not limited to access to configuration information and error logs) and provide assistance to Contractor in order to facilitate Contractor’s use of remote administration tools relating to the Software. Second line support will be provided primarily through web-based support services and through telephone support in English, utilizing VOIP or direct dial voice connection at (800.562.3343). b. 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. c. 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. DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 3 Eagle County General Services Final 5/14 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, 2020. 4. Extension or Modification. This Agreement shall be automatically renewed for successive periods of 12- month (each a “Renewal Term”), unless either party notifies the other party that it does not desire to renew this Agreement in writing, at least sixty (60) days before the end of the Initial Term or any Renewal Term. 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 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 Software and performance of the Services in a sum computed and payable as set forth in Exhibit A and at the rates set forth on Exhibit D. Compensation under this Agreement shall not exceed $5,974.00 for the Term of this Agreement. 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. Fees for any Renewal Term may be increased no more than three percent (3%) on an annualized basis. Contractor shall provide the County with notice of such increases in fees no later than 60 days prior to the expiration of the current Term or Renewal Term. b. Payment will be made for the Software and for Services satisfactorily performed in one lump sum 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. Payment of Compensation in any Renewal Term will be made in two equal installments, each within thirty (30) days of receipt of a property and accurate invoice from Contractor. c. 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 and/or Software for which payment was made were not performed or provided 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. d. 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. e. 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 DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 4 Eagle County General Services Final 5/14 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. 7. Data Incident and Breach. a. Definitions i. “Data Incident” means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or destruction of any communications or information resources of the County. Data Incidents include, without limitation (i) successful attempts to gain unauthorized access to a County system or County information regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a County system for the processing or storage of data; or (iv) changes to County system hardware, firmware, or software characteristics without the County’s knowledge, instruction, or consent. It shall also include any actual or reasonably suspected unauthorized access to or acquisition of computerized County Data that compromises the security, confidentiality, or integrity of the County Data, or the ability of County to access the County Data. ii. “County Data” means all information, whether in oral or written (including electronic) form, created by or in any way originating with County and End Users, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with County and end users, in the course of using and configuring the Services provided under this Agreement, and includes all records relating to County’s use of Contractor Services and Protected Information. iii. “Protected Information” includes, but is not limited to, personally-identifiable information, student records, protected health information, criminal justice information or individual financial information and other data defined under C.R.S. § 24-72-101 et seq., and personal information that is subject to local, state or federal statute, regulatory oversight or industry standard restricting the use and disclosure of such information. The loss of such Protected Information would constitute a direct damage to the County. b. The Contractor shall maintain documented policies and procedures for Data Incident and breach reporting, notification, and mitigation. If the Contractor becomes aware of any Data Incident, it shall notify the County immediately and cooperate with the County regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the County. The Contractor shall cooperate with the County to satisfy notification requirements as currently defined in federal, state, or local law. Unless Contractor can establish that none of Contractor or any of its agents, employees, assigns or DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 5 Eagle County General Services Final 5/14 subcontractors are the cause or source of the Data Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Data Incident. After a Data Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Data Incident in the future as directed by the County, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the County at no additional cost to the County. c. Contractor shall report, either orally or in writing, to County any Data Incident involving County Data, or circumstances that could have resulted in unauthorized access to or disclosure or use of County Data, not authorized by this Agreement or in writing by County, including any reasonable belief that an unauthorized individual has accessed County Data. Contractor shall make the report to County immediately upon discovery of the unauthorized disclosure, but in no event more than forty-eight (48) hours after Contractor reasonably believes there has been such unauthorized use or disclosure. Oral reports by Contractor regarding Data Incidents will be reduced to writing and supplied to County as soon as reasonably practicable, but in no event more than forty-eight (48) hours after oral report. d. Immediately upon becoming aware of any such Data Incident, Contractor shall fully investigate the circumstances, extent and causes of the Data Incident, and report the results to County and continue to keep County informed daily of the progress of its investigation until the issue has been effectively resolved. e. Contractor’s report discussed herein shall identify: (i) the nature of the unauthorized use or disclosure, (ii) the data used or disclosed, (iii) who made the unauthorized use or received the unauthorized disclosure (if known), (iv) what Contractor has done or shall do to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what corrective action Contractor has taken or shall take to prevent future similar unauthorized use or disclosure. f. Within five (5) calendar days of the date Contractor becomes aware of any such Data Incident, Contractor shall have completed implementation of corrective actions to remedy the Data Incident, restore County access to the Services as directed by County, and prevent further similar unauthorized use or disclosure. g. Contractor, at its expense, shall cooperate fully with County’s investigation of and response to any such Data Incident. h. Except as otherwise required by law, Contractor will not disclose or otherwise provide notice of the incident directly to any person, regulatory agencies, or other entities, without prior written permission from County. i. Notwithstanding any other provision of this Agreement, and in addition to any other remedies available to County under law or equity, Contractor will promptly reimburse County in full for all costs incurred by County in any investigation, remediation or litigation resulting from any such Data Incident, including but not limited to providing notification to Third Parties whose data were compromised and to regulatory bodies, law-enforcement agencies or other entities as required by law or contract; establishing and monitoring call center(s), and credit monitoring and/or identity restoration services to assist each person impacted by a Data Incident in such a fashion that, in County’s sole discretion, could lead to identity theft; and the payment of legal fees and expenses, audit costs, fines and penalties, and other fees imposed by regulatory agencies, courts of law, or contracting partners as a result of the Data Incident. 8. 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. DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 6 Eagle County General Services Final 5/14 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 $2,000,000 per occurrence and $2,000,000 aggregate limits. iv. Technology Errors & Omissions: Contractor shall maintain Technology Errors and Omissions insurance including cyber liability, network security, privacy liability and product failure coverage with limits of $1,000,000 per occurrence and $1,000,000 policy aggregate. b. Other Requirements. i. The automobile, commercial general liability and technology errors & omissions 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. vi. Waiver of Subrogation: Contractor’s insurance coverage shall be primary and non- contributory with respect to all other available sources. Contractor’s policy shall contain a waiver of subrogation against Eagle County. vii. All subcontractors and subconsultants (including independent contractors, suppliers or other entities providing goods or services required by this Agreement) shall be subject to all of the requirements herein and shall procure and maintain the same coverages required of the Contractor. Contractor shall include all such subcontractors as additional insured under its policies (with the exception of Workers’ Compensation) or shall DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 7 Eagle County General Services Final 5/14 ensure that all such subcontractors and subconsultants maintain the required coverages. Contractor agrees to provide proof of insurance for all such subcontractors and subconsultants upon request by the County. viii. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. 9. 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 claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 10. 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. a. County Data means all data created or in any way originating with the County, and all data that is the output of computer processing of or other electronic manipulation of nay data that was created by or in any way originated with the County or was shared with the County by another law enforcement agency, whether such data or output is stored on the County’s hardware, the Contractor’s hardware or exists in any system owned, maintained or otherwise controlled by the County or by the Contractor. b. Contractor acknowledges and agrees that County owns all rights, title and interest in the County Data. Contractor shall not access County user accounts or County Data, except (1) in the course of data center operations (2) in response to service or technical issues (3) for proactive service and problem resolution (4) as required by the express terms of this Agreement or (5) at the County’s written request. c. Contractor agrees to maintain the confidentiality of all County Data, and agrees not to sell, assign, distribute, or disclose any such confidential information to any other person or entity without the written consent of County. 11. 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 DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 8 Eagle County General Services Final 5/14 Telephone: 970-328-3573 Facsimile: 970-328-2687 E-Mail: koltin.howardtalbott@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 12. 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 sixty (60) 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 10 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 on a prorated basis to the date of termination. Upon expiration or termination of this software license or this Agreement, or upon the occurrence of a breach by the County of the license or this Agreement, Contractor shall have the right to limit or restrict access to, use of, or functionality included in, the Frontier software. 13. 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. 14. 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. 15. Other Contract Requirements and Contractor Representations. DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 9 Eagle County General Services Final 5/14 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. 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. DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 10 Eagle County General Services Final 5/14 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 Software 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. 16. 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 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 DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 11 Eagle County General Services Final 5/14 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. 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: SGI Matrix, LLC By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 CEO Bruce E. Rogoff 12 Eagle County General Services Final 5/14 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 Proposal #6933 3/31/2020 RE:/Eagle County Subscription 6933 1 of 3 To:1070 Eagle County Airport TOTAL Attn: Koltin Howard-Talbott $5,974.00 Email:koltin.howardtalbott@eaglecounty.us Expires:9/30/2020 Bill To:Ship To: Accounts Payable Eagle County Airport PO Box 850 Eagle CO 81631 Eagle County Airport 0219 Eldon Wilson Road Gypsum CO 81367 Account Executive Project Manager CHRIS ROMIE (937) 247-2846 chris.romie@matrixsys.com Scope of Work SGI Matrix to provide Frontier Annual Software Subscription for 128 Doors with 24x7 Software Support and no-cost access* to patches and full version releases. Includes: Currently owned Workstation Licenses; Elevator Control; Reader Messaging; Alarm Notification; Key Control; 2- Person & 2-Badge; All Field Edit Extended Events; Mass Edits; Guard Tour; and Webclient This 'Basic' software tier includes the following licensed features not previously owned by EGE: - Alarm Notification - Elevator Control - Guard Tour - Mass Edits - Reader Messaging These included features and support in enabling the features is included as part of the support subscription. *Professional Services Labor to perform software upgrades and patch applications billed at standard rates. Itemized Explanation of Proposal Quantity Item Item Amount Total Amount 1 Agrmt_SSL_Description Subscription License Agreement $0.00 $0.00 1 SSL-BAS-128 Frontier Annual Software Subscription for 128 Doors with 24x7 Software Support and Releases. Includes: 2 Workstation Licenses; 1000 Essentials Badge License; Elevator Control; Reader Messaging; Alarm Notification; Key Control; 2-Person & 2- Badge; All Field Edit Extended Events; Mass Edits; Guard Tour; and Webclient $4,953.00 $4,953.00 1 HWSA-PHONE-24X7 Frontier Hardware Support Agreement, Phone 24x7 $1,021.00 $1,021.00 DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 Proposal #6933 3/31/2020 RE:/Eagle County Subscription 6933 2 of 3 Subtotal $5,974.00 Discount Item Shipping Cost $0.00 Tax Total (%)$0.00 Total $5,974.00 DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 13 Eagle County General Services Final 5/14 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 9/18/2020 (617) 562-6060 (617) 562-0990 19038 SGI MATRIX, LLC dba MATRIX SYSTEMS, INC 1041 Byers Rd Miamisburg, OH 45342 A 1,000,000 X ZLP91N20090 9/27/2020 9/27/2021 1,000,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000A BA9N693015 9/27/2020 9/27/2021 5,000,000A CUP9N713461 9/27/2020 9/27/2021 5,000,000 10,000 A UB9N709552 9/27/2020 9/27/2021 1,000,000N1,000,000 1,000,000 B Prof. Liability P0010002033570 9/27/2020 Each Occurence 1,000,000 A OHIO STOP GAP LIAB ZLP91N20090 9/27/2020 9/27/2021 Limit 1,000,000 Eagle County is included as additional insured for General Liability when required by written contract. Eagle County POB 850 Eagle, CO 81631 SGIMATR-01 MKOVALEV Kovalev Insurance Agency, Inc.188 Needham St Suite 220 Newton, MA 02464 insurance@kovalevinsurance.com The Travelers AXIS Insurance Co X 9/27/2021 X X X X X X X X X DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 14 Eagle County General Services Final 5/14 EXHIBIT C EAGLE COUNTY’S THIRD-PARTY REMOTE ACCESS POLICY DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 1 Purpose The purpose of this policy is to define standards, expectations, and restrictions for 3rd parties connecting from external hosts to Eagle County’s internal network (ECG Network) via remote access technology. Eagle County’s resources (i.e. corporate data, computer systems, networks, databases, etc.) must be protected from unauthorized use and / or malicious attack that could result in loss of information, damage to critical applications, loss of productivity, and damage to our public image. Therefore, all 3rd party remote access to ECG Network resources must adhere to this policy. Scope This policy applies to account administration and remote access of all 3rd parties, including vendors, contractors, and other agents who require remote access to Eagle County’s data and networks in order to provide their services. Supported Technology Back end remote access technology is centrally managed by Eagle County’s IT Department. In order to access underlying ECG network resources remotely, 3rd parties must be capable of implementing Eagle County’s currently supported remote technology standards. Individual departments are responsible for managing how access to individual front end PC’s using web based tools is handled. Third Party Authorization All 3rd party organizations and their representatives requiring remote access to Eagle County computing resources require authorization by the relevant Eagle County Line of Business (LOB) application owner. Policy and Appropriate Use It is the responsibility of all 3rd parties with remote access to Eagle County computing resources to ensure that due care is exercised with the management of their devices used to connect to Eagle County’s network. It is imperative that any remote access connection used to support Eagle County business systems be utilized appropriately, responsibly, and ethically. Therefore, the following rules surrounding the utilization of 3rd Part Remote Access tools must be observed: I. Third Party Responsibilities a. All remote computer equipment and devices used by 3rd parties for accessing Eagle County systems will institute reasonable security measures. At a minimum, 3rd party source devices used to access Eagle County systems should be properly secured with: i. Unique strong passwords. ii. Have current antivirus software. iii. Ensure operating systems are patched and up to date. DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 2 b. In no instance should any Eagle County 3rd party provide their individual login credentials to anyone, including their co-workers or Eagle County staff. c. Third parties are responsible for immediately advising Eagle County’s IT Department to revoke remote access privileges upon the termination of any third party staff member with Eagle County login credentials. d. Third parties are prohibited from introducing changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data without the explicit approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. e. At no time should any Eagle County 3rd party download, share, or distribute Eagle County data without the explicit authorization of the relevant Eagle County LOB application system owner. f. Any software support tools installed by a 3rd Party on the ECG Network should be documented and communicated to the Eagle County IT Department. This includes remote access software, backdoors, and any tools used for administering Eagle County system resources. All 3 rd party software installed on Eagle County systems should be legally obtained and have proper licensing g. Standard proactive business application software maintenance upgrade requirements should be coordinated and scheduled well in advance with the Eagle County IT Department. All configuration changes made to Eagle County environment should be documented and tracked. II. Line of Business Owner Responsibilities For their respective Line of Business software applications. LOB owners are responsible for the following: a. Approval of all 3rd party remote support accounts allowing access to the ECG Network. b. Approval of all 3rd party support instances to allow remote access to the ECG Network. c. Approval of all 3rd party recommended LOB software application configuration or data changes, including authorization concerning specific times / dates that changes can be applied (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. d. Approval authorizing software maintenance upgrades to be applied, including authorization concerning specific times / dates that changes can be implemented (including potential system down time). Additional authorization is required by Eagle County IT Department prior to change implementation. e. LOB owners are exclusively responsible for account provisioning and scope of access privileges granted within their specific software applications. This includes both internal users as well as 3 rd party access. LOB owners are responsible for any software application data changes a 3rd party may introduce during a remote connection of any form. III. Eagle County IT Department Administrative Responsibilities DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 3 a. Third party remote access authorization will be enforced through the establishment of: i. Separate individual login accounts and passwords for each individual 3rd party representative accessing Eagle County systems. Referenced passwords will periodically be required to be changed consistent with policy regarding internal Eagle County network accounts. ii. A multi-factor authentication mechanism will be established that all 3rd parties will be required to use in order to authenticate. iii. Temporary enablement of 3rd party remote access login account and compulsory account disablement upon conclusion of relevant support instance. iv. The use of generic accounts for accessing, troubleshooting, or implementing changes to Eagle County business systems is strictly prohibited. This includes local account access to operating systems and databases. b. Each support instance requiring 3rd party remote access will require approval of the relevant Eagle County LOB application owner. c. Appropriate controls shall be instituted to ensure that 3rd party access is limited within the ECG network to only those resources that the 3rd party is responsible for supporting. d. Third party remote access is primarily for troubleshooting purposes, with default access permissions being limited to read only privileges. Standard third party accounts should be configured in such a manner prohibiting changes to Eagle County systems availability, application data, software configuration, hardware configuration, network configuration, security permissions and accounts, or underlying data. e. Separate 3rd party login credentials shall be established for situations requiring elevated permissions. All changes require the explicit prior approval of the relevant Eagle County LOB application system owner and the Eagle County IT Department. f. Any 3rd party changes that are introduced to Eagle County’s business applications, underlying operating platform, or network must be documented following guidelines agreed upon by the Eagle County IT Department and the 3rd party. g. Database backups are required prior to executing any direct insert, update, or delete SQL statements against a production database. h. Third party remote user access and/or connection to Eagle County’s networks will be logged and monitored to record dates, times, and duration of access. i. All remote access connections must include a system time-out feature. Remote access sessions will time out and terminate after a pre-defined period of inactivity. Enforcement Failure to comply with the Remote Access Policy and Agreement may result in the suspension of remote access privileges and possible termination of 3rd party support agreement. Exceptions DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 EAGLE COUNTY INNOVATION AND TECHNOLOGY DEPARTMENT 3RD Party Remote Access Policy Page 4 Exception to this policy will be considered on a case by case basis. All exceptions to this policy must be approved by the IT Director and maintained on file electronically for future reference. Each Exception Request should include:  Description regarding nature of the non-compliance.  Anticipated length of non-compliance (1-year maximum).  Proposed plan for managing the risk associated with non-compliance (alternative mitigating control).  Proposed future review date to evaluate progress toward compliance.  Signature of the IT Director. Revision History Version Date of Change Responsible Party Summary of Change 1.0 09/03/2015 Scott Lingle Initial Policy DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 15 Eagle County General Services Final 5/14 EXHIBIT D RATE SCHEDULE DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61 SGI Matrix, LLC 1041 Byers Road, Miamisburg, Ohio 45342 Office: 800-562-8749 Service: 800.562.3343 matrixsys.com SERVICE RATES TECHNICIAN SUPPORT: Standard: $66.50 per ½ hr ($133.00 per hour), 8:00 AM to 5:00 PM (EST), Monday through Friday, excluding Holidays. Overtime: $99.50 per ½ hr ($199.00 per hour), after 5:00 PM (EST), Monday through Friday, excluding Holidays. Weekend/Holiday: $133.00 per ½ hr ($266.00 per hour) On-site Support: Stated rates, plus travel time and expenses Invoice Minimum: Remote Support Hourly rates are charged at 30 minute increments with a minimum of 30 minutes. On-Site Support Hourly rates are charged at 30 minute increments with a minimum of 2 hours per call on-site. APPLICATIONS ENGINEER / PROGRAMMING SUPPORT: Standard: $93.00 per ½ hr ($186.00 per hour), 8:00 AM to 5:00 PM (EST), Monday through Friday, excluding Holidays. Overtime: $139.00 per ½ hr ($278.00 per hour), after 5:00 PM (EST), Monday through Friday, excluding Holidays. Weekend/Holiday: $186.00 per ½ hr ($372.00 per hour) On-site Support: Stated rates, plus travel time and expenses Invoice Minimum: Remote Support Hourly rates are charged at 30 minute increments with a minimum of 30 minutes. On-Site Support Hourly rates are charged at 30 minute increments with a minimum of 2 hours per call on-site. TRAVEL / EXPENSES: Travel Time: Portal to Portal travel time will be charged at the applicable rate and minimum, using the location of our nearest available Service / Support Technician as the base. Expense: Air travel will be at customer’s request and expenses for business class travel charged to customer. Hotel and meals will be charged to customer at cost. Business class accommodations will be used. Car and / or equipment rental / lease will be charged to customer. Materials: Materials used for chargeable repairs will be charged at the current service list prices. All prices are subject to change without notice. Revised 2/2020 DocuSign Envelope ID: 2F815D31-50F7-4C4A-8373-F6583D429C61