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HomeMy WebLinkAboutC23-158 SGI MatrixAGREEMENT FOR SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SGI MATRIX, LLC THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between SGI Matrix, LLC dba Matrix Systems a limited liability company (hereinafter “Contractor” or “Consultant”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, Matrix will virtually upgrade both the Eagle County Government and Eagle County Airport Matrix Frontier software from 4.7 to 4.11; 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 no later than December 31, 2023 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. 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 Innovation & Technology Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 5/5/2023 2 Eagle County Professional Services IT Final 8/15/2022 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect through the December 31, 2023. 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. 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 $9,136. 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). DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 3 Eagle County Professional Services IT Final 8/15/2022 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. 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 County, 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 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, County 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 County premises, third party fidelity coverage extension shall apply. The policy shall include coverage for all directors, officers and employees of the Consultant. The bond or policy shall include coverage for extended theft and mysterious disappearance. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 4 Eagle County Professional Services IT Final 8/15/2022 The bond or 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 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 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. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 5 Eagle County Professional Services IT Final 8/15/2022 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 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: Amanda Bay 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3585 E-Mail: Amanda.bay@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: SGI Matrix, LLC dba Matrix Systems, a Delaware limited liability company David W. Barnard davidbarnard@acre-co.com General Manager 219-306-7043 Reference System Upgrade Proposal #10515 & 10516 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. 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. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 6 Eagle County Professional Services IT Final 8/15/2022 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 DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 7 Eagle County Professional Services IT Final 8/15/2022 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. 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. 15. Data Security. a. Definitions: i. “County Data” means all data 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. ii. “End User” means the individuals (including, but not limited to employees, authorized agents, students and volunteers of County; Third Party consultants, auditors and other independent contractors performing services for County; any governmental, accrediting or regulatory bodies lawfully requesting or requiring access to any Services; customers of County provided services; and any external users collaborating with County) authorized by County to access and use the Services provided by Contractor under this Agreement. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 8 Eagle County Professional Services IT Final 8/15/2022 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. iv. “Security Incident” means the potentially unauthorized access by non-authorized persons to personal data or non-public data the Contractor believes could reasonably result in the use, disclosure or theft of County Data within the possession or control of the vendor. A Security Incident may or may not turn into a data breach. b. During the course of Contractor's performance of the Work, the Contractor may be required to maintain, store, process or control County Data. The Contractor represents and warrants that: i. Contractor will take all reasonable precautions to maintain all County Data in a secure environment to prevent unauthorized access, use, or disclosure, including industry-accepted firewalls, up-to-date anti-virus software, and controlled access to the physical location of the hardware containing County Data; ii. Contractor’s collection, access, use, storage, disposal and disclosure of County Data shall comply with all applicable data protection laws, as well as all other applicable regulations and directives; iii. Contractor will notify County of any Security Incident as soon as practicable, but no later than 24 hours after Contractor becomes aware of it; iv. Contractor will provide information sufficient to satisfy County’s legal and regulatory notice obligations. Upon notice of a Security Incident, County shall have the authority to direct Contractor to provide notice to any potentially impacted individual or entity, at Contractor’s expense, and Contractor shall be liable for any resulting damages to County. v. Where Contractor has been contracted to maintain, store or process personal information on behalf of the County, it shall be deemed a “Third-Party Service Provider as defined in C.R.S. § 24-73-103(1)(i), and Contractor shall maintain security procedures and practices consistent with C.R.S §§ 24-73-101 et seq.; and vi. Contractor will promptly return or destroy any County Data upon request from the County Representative. c. Contractor’s indemnification obligations identified elsewhere in this Contract shall apply to any breach of the provisions of this Paragraph. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 9 Eagle County Professional Services IT Final 8/15/2022 IN WITNESS WHEREOF, the parties have executed this Agreement 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 CONSULTANT SGI Matrix, LLC dba Matrix Systems By: _____________________________________ Print Name: ______________________________ Title: ____________________________________ DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 David W. Barnard General Manager 10 Eagle County Professional Services IT Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10515 3/9/2023 RE:1071 Eagle County Colorado/Upgrade to 4.11 1 of 6 10515 To:1071 Eagle County Colorado TOTAL Attn: Amanda Bay $4,920.00 Email:amanda.bay@eaglecounty.us Expires:4/8/2023 Bill To: Ship To: Eagle County Colorado Eagle County Colorado PO Box 850 500 Broadway Eagle CO 81631 Facilities Eagle CO 81631 Account Executive Project Manager JEFF STOUT (716) 573-5010 jeffstout@acre-co.com Scope of Work DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10515 3/9/2023 RE:1071 Eagle County Colorado/Upgrade to 4.11 2 of 6 10515 SGI Matrix to upgrade Frontier version 4.7 to Frontier version 4.11. The Frontier upgrade constitutes: • Frontier server software installation • Database conversion • Building Controller software updates (if necessary) •Frontier client workstation software installations • Training if quoted The customer to provide server and workstations with minimum configuration and third-party software licenses as detailed in the Frontier License and Hardware Requirements document. The existing printer and camera can be reused if drivers are supported by specified Windows operating systems. The Frontier software upgrade is quoted with remote labor. The success of the project is dependent upon a reliable, Eagle County Government provided, remote connection (VPN or other) to the server (s) and workstations. Assistance from Eagle County Government and facilities staff required. Mobilization and travel time can be quoted if the customer wishes for a Matrix engineer to be onsite for the upgrade. Passes are no longer supported in Frontier Upgrades shall not include new or custom features and functions which are specific to the Customer. Custom software development is available to be quoted as a separate option. This proposal does not include any development effort for updating custom reports either created by the customer or created by Matrix for the customer. Frontier 4.11 uses Crystal 2016, which has no known changes required to reports created in earlier versions of Frontier R4/4.X. If the customer is using an earlier version of Crystal Reports it is recommended to upgrade to Crystal Reports 2016 however, it is not a requirement. Custom Reports used in Frontier version pre-R4 will require modifications due to changes in the structure of the Frontier database. For example, if using an earlier platform, fields referenced in the Badges Table have been moved to People and Credential tables. A copy of the updated Frontier database can be provided to the customer prior to the upgrade to confirm compatibility before the cutover to the new version. If the customer wishes Matrix to perform the changes, a separate quote can be provided. This proposal is based upon the assumption that the existing Building Controllers (BCs) meet the minimum hardware requirements for Frontier 4.11. It is highly recommended that if you utilize pre–Solid-State BCs, that is any BC sold prior to December 2014, to upgrade to the latest BC hardware to guarantee a seamless transition to the latest version of the Frontier Access Control software. Some printer drivers may not be compatible with Windows 10 or 64 bit systems. This must be evaluated prior to workstation install or replacement. This proposal contains the number of ‘Portal (Door) Licenses’ necessary to support the Frontier system as installed at the time of this proposal. Should additional Portal capacity be added to the system in the form of additional hardware it will be the owner’s responsibility to acquire additional Portal Licenses to cover that expansion. SERVERS AND WORKSTATIONS - To be provided by the customer, please refer to the Frontier License and Hardware Requirements document for the minimum required hardware and operating system specifications. https://matrixsys.com/wp-content/uploads/2021/03/frontier_license_and_hardware_requirements_v1.0.pdf SOFTWARE – The customer is responsible for acquiring all the required Microsoft and/or any other third-party software licenses. Itemized Explanation of Proposal Quantity Item Item Amount Total Amount 1 61-13982-M-Z Full Frontier Service License $0.00 $0.00 1 61-13982-05-Z Frontier Alarm Notification (email) $0.00 $0.00 DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10515 3/9/2023 RE:1071 Eagle County Colorado/Upgrade to 4.11 3 of 6 10515 Itemized Explanation of Proposal Quantity Item Item Amount Total Amount 1 61-13982-06-Z Frontier Multiple Holiday Calendars $0.00 $0.00 1 61-13982-21-Z SOFT. FRONTIER KEY CONTROL $0.00 $0.00 1 61-13982-23-Z 61-13982-23 Frontier Two Credential/Duo Zone $0.00 $0.00 1 61-13982-25-Z SOFT. FRONTIER FIELD BY FIELD $0.00 $0.00 1 61-14415-Z SOFTWARE TEMPLATES W/O TRAINING $0.00 $0.00 1 61-14421-1-Z Full Imageworks Upgrade License $0.00 $0.00 49 FPORTAL-4L_65-256-Z Frontier/Essentials Portal Lic Upgrade for 65-256 Portals $0.00 $0.00 5 FWS-1L_5-9-Z Frontier/Essentials Workstation - for 5-9 Workstation Clients $0.00 $0.00 1 Project Labor Group lists all the required labor hours for the project. $4,920.00 Subtotal $4,920.00 Discount Item Shipping Cost $0.00 Tax Total (%) $0.00 Total $4,920.00 DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10515 3/9/2023 RE:1071 Eagle County Colorado/Upgrade to 4.11 4 of 6 10515 Proposal Notes: Customer's acceptance of this proposal shall be governed solely by the Terms and Conditions set forth herein and shall not be altered or amended by any term contained in a Customer purchase order or equivalent document, except as expressly agreed in writing by SGI Matrix, LLC independent of such purchase order. Matrix may modify pricing (“Price Modification”) with respect to Orders that were previously accepted by Customer, to the extent Matrix deems necessary, for reasons including but not limited to: (i) price increases imposed by suppliers; (ii) supply chain constraints or material shortages; or (iii) other events outside of Matrix’s control. Customer may reject the Price Modification by cancelling the applicable lines of the Order subject to the Price Modification within 10 calendar days of the Price Modification notification. Failure to provide written notice within the 10 day period shall be deemed to be acceptance of the Price Modification. Unless otherwise stated, this proposal is based upon all work being performed during the normal working hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. All information included in this proposal is proprietary to SGI Matrix, LLC. A customer employee with full access to all buildings and areas within such buildings as required to complete the work shall be available to SGI Matrix, LLC personnel at all times during installation. Pricing includes a 12 month warranty for all SGI Matrix, LLC provided hardware, and services described in this proposal. Warranty statement is located at https://matrixsys.com/sgi-matrix-terms-of-service-and- warranty-2021-v1/ If this proposal is listed as non-binding and provided for budgetary purposes only, a final quotation will be prepared after site inspection by SGI Matrix, LLC personnel and finalized scope of work. Unless otherwise stated, freight will be prepaid to your destination and will be added to your invoice. Payment Terms: Payment terms shall be due as follows. The Company reserves the right to request a deposit on Proposals in which total fees exceed $20,000.00. Milestone payment invoices shall be sent to Customer based upon the percentage of completion and be due upon receipt, unless other payment terms are approved by Company in writing prior to acceptance of Customer’s Proposal. All payments are to be made in U.S. dollars. All sales tax, and any other charges or assessments imposed on this sale, are Customer’s responsibility. If Customer is tax exempt, Customer must furnish Seller with a valid exemption certificate at the time of execution of this Proposal. All orders are subject to credit approval. At Seller’s sole discretion, this Proposal may be withdrawn if not accepted within thirty (30) days from date shown above. Terms and Conditions: DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10515 3/9/2023 RE:1071 Eagle County Colorado/Upgrade to 4.11 5 of 6 10515 This proposal is submitted on the condition that the recipient of this proposal is the End-User/Owner or direct representative thereof (General Contractor, Construction Manager, Architect, etc.). In the event that the recipient is not the End-User/Owner or End-User/Owner’s direct representative, SGI Matrix, LLC reserves the right to withdraw this proposal. All invoices shall be on SGI Matrix, LLC's standard invoice form. No other forms shall be required by Customer as a condition of payment. SGI Matrix, LLC expressly disclaims any right of Customer to withhold payment with respect to any invoice except in respect of Customer's good faith dispute of a charge. In the event Customer disputes a charge, such dispute shall be made in writing within 30 days of SGI Matrix, LLC invoice date. After a correction of the item (s) dispute, Customer shall remit payment within 30 days of the corrected invoice. As clarification, Customer's inability to collect payment from its customer associated with one or more SGI Matrix, LLC invoices shall not constitute a basis for a Customer delay in payment to SGI Matrix, LLC except in respect to a product or service deficiency caused by SGI Matrix, LLC. Special order and custom parts cannot be cancelled. If the purchase of proposal is cancelled, badge readers and other subsystem components manufactured by Matrix must be returned within 90 days – such items may be subject to restocking fee; Third party equipment must be returned within 20 days – such items may be subject to restocking fee; Discontinued parts are not subject to return; Items must be unused, in original packaging and shipping material, not damaged; and Freight must be paid by customer. SGI Matrix, LLC reserves the right to change any term or condition of this proposal at any time prior to Customer’s written acceptance and receipt by SGI Matrix, LLC. Such changes shall be in writing delivered to Customer whereupon they shall become immediately effective as an amendment to the then unexpired proposal. Signature and Purchase Order, Credit Card, or Finance Option is REQUIRED to place an order. The undersigned hereby certifies that he/she is authorized and, on behalf of Customer, does accept all pricing and other Terms and Conditions of this proposal without exception. By signing, the customer states they have reviewed the proposal notes, terms and conditions and warranty statement. (Signature) (Title) (Printed Name) (Date) DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10515 3/9/2023 RE:1071 Eagle County Colorado/Upgrade to 4.11 6 of 6 10515 Customer Payment Terms:Net 30 Payment Options: Purchase Order MC/VISA Credit Card Card Number: Expiration Date: Code#: Billing Zip Code: Financing Financing is available. If you are interested, please contact your Account Executive for more details. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10516 3/9/2023 RE:1070 Eagle County Airport/Upgrade to 4.11 1 of 6 10516 To:1070 Eagle County Airport TOTAL Attn: Koltin Howard-Talbott $4,568.00 Email:koltin.howardtalbott@eaglecounty.us Expires:4/8/2023 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 JEFF STOUT (716) 573-5010 jeffstout@acre-co.com Scope of Work DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10516 3/9/2023 RE:1070 Eagle County Airport/Upgrade to 4.11 2 of 6 10516 SGI Matrix to upgrade Frontier version 4.7 to Frontier version 4.11. The Frontier upgrade constitutes: • Frontier server software installation • Database conversion • Building Controller software updates (if necessary) •Frontier client workstation software installations • Training if quoted The customer to provide server and workstations with minimum configuration and third-party software licenses as detailed in the Frontier License and Hardware Requirements document. The existing printer and camera can be reused if drivers are supported by specified Windows operating systems. For this proposal to be valid it must be purchased with upgrade proposal 10515 for Eagle County Government. The Frontier software upgrade is quoted with remote labor. The success of the project is dependent upon a reliable, Eagle County Airport provided, remote connection (VPN or other) to the server (s) and workstations. Assistance from Eagle County Airport and facilities staff required. Mobilization and travel time can be quoted if the customer wishes for a Matrix engineer to be onsite for the upgrade. Passes are no longer supported in Frontier Upgrades shall not include new or custom features and functions which are specific to the Customer. Custom software development is available to be quoted as a separate option. This proposal does not include any development effort for updating custom reports either created by the customer or created by Matrix for the customer. Frontier 4.11 uses Crystal 2016, which has no known changes required to reports created in earlier versions of Frontier R4/4.X. If the customer is using an earlier version of Crystal Reports it is recommended to upgrade to Crystal Reports 2016 however, it is not a requirement. Custom Reports used in Frontier version pre-R4 will require modifications due to changes in the structure of the Frontier database. For example, if using an earlier platform, fields referenced in the Badges Table have been moved to People and Credential tables. A copy of the updated Frontier database can be provided to the customer prior to the upgrade to confirm compatibility before the cutover to the new version. If the customer wishes Matrix to perform the changes, a separate quote can be provided. This proposal is based upon the assumption that the existing Building Controllers (BCs) meet the minimum hardware requirements for Frontier 4.11. It is highly recommended that if you utilize pre–Solid-State BCs, that is any BC sold prior to December 2014, to upgrade to the latest BC hardware to guarantee a seamless transition to the latest version of the Frontier Access Control software. Some printer drivers may not be compatible with Windows 10 or 64 bit systems. This must be evaluated prior to workstation install or replacement. SERVERS AND WORKSTATIONS - To be provided by the customer, please refer to the Frontier License and Hardware Requirements document for the minimum required hardware and operating system specifications. https://matrixsys.com/wp-content/uploads/2021/03/frontier_license_and_hardware_requirements_v1.0.pdf SOFTWARE – The customer is responsible for acquiring all the required Microsoft and/or any other third-party software licenses. Itemized Explanation of Proposal Quantity Item Item Amount Total Amount 1 Upgrade Frontier Software Upgrade Frontier Software $0.00 $0.00 1 Project Labor Group lists all the required labor hours for the project. $4,568.00 DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10516 3/9/2023 RE:1070 Eagle County Airport/Upgrade to 4.11 3 of 6 10516 Subtotal $4,568.00 Discount Item Shipping Cost $0.00 Tax Total (%) $0.00 Total $4,568.00 DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10516 3/9/2023 RE:1070 Eagle County Airport/Upgrade to 4.11 4 of 6 10516 Proposal Notes: Customer's acceptance of this proposal shall be governed solely by the Terms and Conditions set forth herein and shall not be altered or amended by any term contained in a Customer purchase order or equivalent document, except as expressly agreed in writing by SGI Matrix, LLC independent of such purchase order. Matrix may modify pricing (“Price Modification”) with respect to Orders that were previously accepted by Customer, to the extent Matrix deems necessary, for reasons including but not limited to: (i) price increases imposed by suppliers; (ii) supply chain constraints or material shortages; or (iii) other events outside of Matrix’s control. Customer may reject the Price Modification by cancelling the applicable lines of the Order subject to the Price Modification within 10 calendar days of the Price Modification notification. Failure to provide written notice within the 10 day period shall be deemed to be acceptance of the Price Modification. Unless otherwise stated, this proposal is based upon all work being performed during the normal working hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays. All information included in this proposal is proprietary to SGI Matrix, LLC. A customer employee with full access to all buildings and areas within such buildings as required to complete the work shall be available to SGI Matrix, LLC personnel at all times during installation. Pricing includes a 12 month warranty for all SGI Matrix, LLC provided hardware, and services described in this proposal. Warranty statement is located at https://matrixsys.com/sgi-matrix-terms-of-service-and- warranty-2021-v1/ If this proposal is listed as non-binding and provided for budgetary purposes only, a final quotation will be prepared after site inspection by SGI Matrix, LLC personnel and finalized scope of work. Unless otherwise stated, freight will be prepaid to your destination and will be added to your invoice. Payment Terms: Payment terms shall be due as follows. The Company reserves the right to request a deposit on Proposals in which total fees exceed $20,000.00. Milestone payment invoices shall be sent to Customer based upon the percentage of completion and be due upon receipt, unless other payment terms are approved by Company in writing prior to acceptance of Customer’s Proposal. All payments are to be made in U.S. dollars. All sales tax, and any other charges or assessments imposed on this sale, are Customer’s responsibility. If Customer is tax exempt, Customer must furnish Seller with a valid exemption certificate at the time of execution of this Proposal. All orders are subject to credit approval. At Seller’s sole discretion, this Proposal may be withdrawn if not accepted within thirty (30) days from date shown above. Terms and Conditions: DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10516 3/9/2023 RE:1070 Eagle County Airport/Upgrade to 4.11 5 of 6 10516 This proposal is submitted on the condition that the recipient of this proposal is the End-User/Owner or direct representative thereof (General Contractor, Construction Manager, Architect, etc.). In the event that the recipient is not the End-User/Owner or End-User/Owner’s direct representative, SGI Matrix, LLC reserves the right to withdraw this proposal. All invoices shall be on SGI Matrix, LLC's standard invoice form. No other forms shall be required by Customer as a condition of payment. SGI Matrix, LLC expressly disclaims any right of Customer to withhold payment with respect to any invoice except in respect of Customer's good faith dispute of a charge. In the event Customer disputes a charge, such dispute shall be made in writing within 30 days of SGI Matrix, LLC invoice date. After a correction of the item (s) dispute, Customer shall remit payment within 30 days of the corrected invoice. As clarification, Customer's inability to collect payment from its customer associated with one or more SGI Matrix, LLC invoices shall not constitute a basis for a Customer delay in payment to SGI Matrix, LLC except in respect to a product or service deficiency caused by SGI Matrix, LLC. Special order and custom parts cannot be cancelled. If the purchase of proposal is cancelled, badge readers and other subsystem components manufactured by Matrix must be returned within 90 days – such items may be subject to restocking fee; Third party equipment must be returned within 20 days – such items may be subject to restocking fee; Discontinued parts are not subject to return; Items must be unused, in original packaging and shipping material, not damaged; and Freight must be paid by customer. SGI Matrix, LLC reserves the right to change any term or condition of this proposal at any time prior to Customer’s written acceptance and receipt by SGI Matrix, LLC. Such changes shall be in writing delivered to Customer whereupon they shall become immediately effective as an amendment to the then unexpired proposal. Signature and Purchase Order, Credit Card, or Finance Option is REQUIRED to place an order. The undersigned hereby certifies that he/she is authorized and, on behalf of Customer, does accept all pricing and other Terms and Conditions of this proposal without exception. By signing, the customer states they have reviewed the proposal notes, terms and conditions and warranty statement. (Signature) (Title) (Printed Name) (Date) DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 Proposal #10516 3/9/2023 RE:1070 Eagle County Airport/Upgrade to 4.11 6 of 6 10516 Customer Payment Terms:Net 30 Payment Options: Purchase Order MC/VISA Credit Card Card Number: Expiration Date: Code#: Billing Zip Code: Financing Financing is available. If you are interested, please contact your Account Executive for more details. DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 11 Eagle County Professional Services IT Final 8/15/2022 EXHIBIT B INSURANCE CERTIFICATE DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191 INSR ADDLSUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: 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) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $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 LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Hartford Fire Insurance Company Hartford Casualty Insurance Company 7/20/2022 Edgewood Partners Ins. Center 40 Marcus Drive 3rd Floor Melville, NY 11747 Commercial Support 631 324-1440 NEcertificates@epicbrokers.com SGI Matrix Inc. 1041 Byers Rd Miamisburg, OH 45342 19682 29424 A X X X BI/PD Ded:1,000 X 12UUNGA0508 07/01/2022 07/01/2023 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 A X X 12UUNGA0508 07/01/2022 07/01/2023 1,000,000 B X X X 10000 12RHUGA0757 07/01/2022 07/01/2023 15,000,000 15,000,000 Eagle County is included as additional insured for General Liability when required by written contract. Eagle County PO Box 850 Eagle, CO 81631 1 of 1 #S4177240/M4177176 ACCECONClient#: 2303 CCUMM DocuSign Envelope ID: 66726372-A314-4DD6-AA5D-18AEF5C61191