The URL can be used to link to this page

Backup Documents 12/12/2017 Item #16C1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 C THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management 1241417 2. County Attorney Office County Attorney Office 4€""I 1,/�9 7 4. BCC Office Board of County Commissioners \ 4-6/ kzAkR�k- 4. Minutes and Records Clerk of Court's Office I,„ /C�14— 3,, 5. Procurement Services Procurement Services on/ PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Barbara Lance for Sandra Herrera Contact Information 239-252-8998 Contact/ Department Agenda Date Item was December 12,2017 Agenda Item Number 16.C.1 Approved by the BCC Type of Document Waiver/Contract Number of Original �(./CZ' °-.•ccyr Attached Documents Attached Z C,,oytk1^046. PO number or account N/A 17-7189 SCADA Licensing GE Intelligent number if document is & Support Platforms,Gray Matter to be recorded Systems INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK BL 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be BL signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been'initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the BL document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's BL signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 12/12/2017 and all changes made during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the `; `.1Y4 BCC, all changes directed by the BCC have been made,and the document is ready for the n'it_\' Chairman's signature. _ RECEP ED DEC 12 2017 Risk Management ,` 16C1 MEMORANDUM Date: December 20, 2017 To: Barbara Lance for Sandra Herrera, Procurement Services From: Teresa Cannon, Deputy Clerk Minutes & Records Department Re: Contract #17-7189 and Waiver "SCADA Licensing and Support" Contractor: GE Intelligent Platforms, Gray Matters Systems Attached for your records is one (1) original of the referenced contract above, (Item #16C1) adopted by the Board of County Commissioners on Tuesday, December 12, 2017. The Board's Minutes & Records Department has kept an original as part of the Board's Official Records. If you have any questions, please feel free to contact me at 252-8411. Thank you. Attachment 16C1 AGREEMENT 17-7189 for SCADA LICENSING AND SUPPORT THIS AGREEMENT is made and entered into this IV\ day of slC..eJly1 2017, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "County" or "Owner") and Gray Matter Systems, authorized to do business in the State of Florida, whose business address is 100 Global View Drive, Warrendale, PA 15086 (hereinafter referred to as the "Contractor"). WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a five-year period, commencing on upon Board approval and terminating five years thereafter, or until such time as all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall provide the products and services upon the issuance of a Purchase Order. 3. STATEMENT OF WORK. The Contractor shall provide Proficy HMI/SCADA iFIX and other related software licenses both by GE and other vendors and support services. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement upon monthly invoicing of the work hours as accepted and approved by the County Project Manager, or designee, pursuant to the fees as set forth in Exhibit A "Fee Schedule," included in this Agreement and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the Project Manager or designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." Page 1 of 10 Agreement#17-7189 Gray Matter Systems 16 G1 4.1 Price Methodology: Time and Materials: The County agrees to pay the contractor for the amount of labor time spent by the contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 4.2 Any County agency may obtain products or services under this Agreement, provided sufficient funds are included in their budget(s). 4.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.4 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Any trips within Collier and Lee Counties are expressly excluded Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Actual cost of either taxi or airport Limousine limousine Page 2 of 10 Agreement#17-7189 40 Gray Matter Systems x2? 16C1 Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the products or portions thereof, which are applicable. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or faxed to the Contractor at the following Address: Gray Matters System 100 Global View Drive, Suite 200 Warrendale, PA 15086 Telephone: 412-741-2410 Fax: 412-202-5053 Attn: Mandy Lynn Urey and James Gillespie All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Board of County Commissioners for Collier County, Florida Collier County Public Utilities Department 3339 East Tamiami Trail, Suite 303 Naples, FL 34112 Telephone: 239-252-5379 Fax: 239-252-5378 Attention: Mike Raabe, PE Email: The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. TERMINATION. Should the Contractor be found to have failed to perform the services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for Page 3 of 10 Agreement#17-7189 Gray Matter Systems 16C1 convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 9. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 10. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $1,000,000 aggregate, for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$100,000 for each accident. D. Cyber Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence. E. Professional Liability (Errors and Omission): Coverage shall have minimum limits of$1,000,000 Per Occurrence. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any Page 4 of 10 Agreement#17-7189 Gray Matter Systems 16C1 expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty- four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 11. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 11.1 The duty to defend under this Article 11 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 11 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 12. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Public Utilities Division. 13. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 14. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Insurance Certificate(s) and Collier Waiver Request for SCADA License and Support services and products. Page 5 of 10 Agreement#17-7189 Gray Matter Systems 16 C1 15. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 16. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 17. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Page 6 of 10 Agreement#17-7189 Gray Matter Systems 16C1 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 18. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 19. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 20. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 21. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation Page 7 of 10 Agreement#17-7189 Gray Matter Systems CAO 16C1 as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 22. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 23. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of this Agreement or any Contractor provided terms, and the County's Board approved Executive Summary, this Agreement shall take precedence. 24. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 25. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS(cr�colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. * * * * * Page 8 of 10 Agreement#17-7189 Gray Matter Systems 16C1 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIE' 4 . TY, FLORIDA Dwig , Brock, C - of Courts tk_ A. A A. ' �' 1 C By: //...4614(..., _. Dated: t C -oO '# Penny airman' Ammo to,chairman's, signature orgy.,; Gray Matters Systems Contractor By jkmai First ess ,.JAL 4rrg�aure - fa rs). _ 'rType/print witness name1' Mand L nn a Director `R and Operations TTypelprint signature and title Second Witness , ,. „ l Typelprint witness namet pproved to Fo . . L ality: Mk • ounty 'ttorney Dep"iy Print Name Item# LZC Da121121 Datete Date iaiaQII • Df•puty Clerk Page 9oft0 Agreement*17-7189 Gray Matter Systems 16 C1 EXHIBIT A Fee Schedule Personnel Title Hourly Rate Senior Solutions Architect $225.00/hour Project Manager $205.00/hour Senior Engineer $185.00/hour Solutions Architect $175.00/hour Engineer $160.00/hour Technical Specialist $150.00/hour The above hourly rates are applicable to Time and Materials task(s) only and shall not be all inclusive. Additional hourly rates for other personnel may be added upon mutual agreement in advance through the execution of an Amendment, without further Board approval. Page 10 of 10 Agreement#17-7189 Gray Matter Systems 16C1 ____---.4) GRAYM-1 OP ID:SH ,acc:PiRD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) �+i-� 10/18/2017 PRODUCER Phone:412-367-8810 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Diemert Insurance Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1010 Perry Highway HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR Pittsburgh PA 15237 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Richard P Diemert INSURERS AFFORDING COVERAGE NAIC# INSURED Gray Matter Systems LLC INSURER A.GENERAL CASUALTY 24414 LifeWhere 100 Global View Drive INSURER B,USLI Warrendale, PA 15086 INSURER C INSURER D: I INSURER E COVERAGES 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.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR IN R1 TYPE OF INSURANCE POLICY NUMBER DATE IMM/OD/YYYY) DATE IMM/DD/YYYYI LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X X COMMERCIAL GENERAL LIABILITY CFB1141980 04/30/2017 ' 04/30/2018 PREMISES(EaEocc Erence) $ 3,000,000 CLAIMS MADE X !OCCUR MED EXP(Any one person) $ 100,000 A X Accidental Death CFB1141980 04/30/2017 04/30/2018 PERSONAL&ADV INJURY $ 1,000,000 B Cyber Liability TK1552011 05/19/2017 05/19/2018 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PRO- JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 A X X ANY AUTO CBA1141980 04/30/2017 04/30/2018 (Ea accident) ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (PER PERSON) $ X HIRED AUTOS BODILY INJURY X (PER ACCIDENT) $ NON-OWNED AUTOS X Mobile Eq PROPERTY DAMAGE $ (PER ACCIDENT) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY. AGG $ EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE $ 5,000,000 A X X OCCUR i CLAIMS MADE CC11141980 04/30/2017 04/30/2018 AGGREGATE $ 5,000,000 $ DEDUCTIBLE _ $ RETENTION $ $ WORKERS COMPENSATION X WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE Y)N CWC1141980 04/30/2017 04/30/2018 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 SPECIAL PROVISIONS below E.L.DISEASE-POLICY LIMIT $ OTHER B Professional TK1552011 05/19/2017 05/19/2018 Occ 1,000,000 Liability(E&O) Agg 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Collier County Board of County Government is listed as an additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL Collier County Board of County Government IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 3327 Tamiami Trail E REPRESENTATIVES. Naples,FL 34112 AUTHORIZED REPRESENTATIVE Richard P Diemert i ACORD 25(2009/01) ©1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16C1 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT(MPSA) ON PREM SOFTWARE AND SUPPORT ONLY(NON-MONITORING) As negotiated Collier County Contract No.17-7189 This GE Digital Master Products and Services Agreement("Agreement")is entered into by and between GE Intelligent Platforms, Inc., having its place of business at 2500 Austin Drive, Charlottesville, VA 22911 ("GE") and, Collier County Board of County Commissioners having a place of business at c/o Mike Raabe, PE,Collier County Public Utilities Department, En sneering and Project Management Department,3339 East Tamiami Trail,Suite 303,Naples,FL 34112("Customer"),on this ( �' day of tp_C..Q )p.Q,f 2017("Effective Date"). GE and CUSTOMER are each referred to herein as a"Party"and together as the"Parties."The term"MPSA"shall mean specifically this document,including the main body of this document and all appendices attached hereto.The term"Agreement"shall mean the MPSA,along with all Orders,SOWs,and Change Orders entered into hereunder. 1. DEFINITIONS The capitalized terms used in this Agreement shall have the meaning given to them below.Words imparting the singular shall also include the plural and vice versa,as the context requires. 1.1. "Affiliate"means,with respect to a Party,an entity that controls,is controlled by,or is under common control with such Party,where control means ownership,directly or indirectly,of 50%or more of the voting shares of the subject entity or the right to appoint a majority of the board of directors of the subject entity. 1.2. "Confidential Information"of a Party means all of that Party's information and documentation disclosed to or accessed by the other Party in connection with this Agreement that is marked(or,if disclosed other than in writing,designated at the time of disclosure)as"confidential"or with a similar designation,including any information developed by reference to or use of the other Party's Confidential Information. GE's Confidential Information includes the GE Offerings. "Confidential Information"does not include information that: (a) is independently developed by the receiving Party,as demonstrated by the recipient's written records,without violating the disclosing Party's proprietary rights;(b)is or becomes publicly known (other than through unauthorized disclosure); (c) is disclosed by the owner of such information to a third party free of any obligation of confidentiality; (d)is already known by the receiving Party at the time of disclosure,as demonstrated by the receiving Party's written records,and the receiving Party has no obligation of confidentiality other than pursuant to this Agreement;or(e)is rightfully received by the receiving Party free of any obligation of confidentiality.Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act,Chapter 119,Fla.Stat,and the Florida Sunshine Law,Chapter 286, Fla.Stat 1.3. "Customer Content"means data,information,documentation,and software provided by Customer for use in connection with the GE Offerings. 1.4. "Embedded Software"is defined in Section 3.1. 1.5. "GE Offerings"means,collectively,the Hardware,Software,Professional Services,and Support Services provided by GE in accordance with this Agreement. 1.6. "Hardware"means hardware equipment that is provided by GE to Customer,as described in Section 3. 1.7. "Infringement Claim"is defined in Section 11.1. 1 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL `r) 1bC1 1.8. "Open Source Software"means any software that is distributed as"free software,""open source software"or under a similar licensing or distribution model,including without limitation the GNU General Public License(GPL)(including the GNU Affero GPL License),GNU Lesser General Public License(LGPL),Mozilla Public License(MPL),BSD licenses,the Artistic License,the Netscape Public License,the Sun Community Source License(SCSL),the Sun Industry Standards License(SISL) and the Apache License. 1.9. "Order"means a written agreement for the purchase and provision of GE Offerings that:(a)includes a reference to this MPSA and is signed by both Parties,or(b)is issued and accepted pursuant to Section 2.2. 1.10. "Software"is defined in Section 4.1. 1.11. "Support Services"means services associated with the support programs described in Appendix A. 1.12. "Third Party Software"is defined in Section 4.3. 2. SCOPE;ORDERS 2.1. Scope. This Agreement sets forth the terms and conditions that govern one or more Orders entered into between Customer and GE for the provision of GE Offerings.This Agreement also incorporates the terms and conditions for specific GE Offerings,as may be set forth in an Order or any appendix attached hereto. 2.2. Orders.Upon Customer's request,GE may provide a written offer for GE Offerings,which may be in the form of a proposal, quote,statement of work,activation schedule,or similar documentation(a"Proposal"),and that includes a reference to this MPSA. Customer may accept such Proposal, unless previously revoked or expired, by providing to GE its written acceptance thereof.Upon Customer's acceptance,the Proposal shall become a binding Order governed by this MPSA.Any purchase order,order receipt,acceptance,confirmation,correspondence,online terms,or other confirmatory documents presented by Customer shall be deemed to be presented for payment purposes only,and GE specifically objects to,and shall not be bound by,any additional or different terms contained in such documents.In the event of any inconsistency, this MPSA shall take precedence over any conflicting or inconsistent term in any Order,unless the Parties have expressly agreed to override a conflicting Section of this MPSA by express reference in a written instrument signed by both Parties. 2.3. Affiliates.Subject to mutual written agreement,Affiliates of a Party may enter into Orders with each other or with a Party, subject to the terms and conditions of this MPSA.Each such Order shall form a separate agreement,and for the purposes thereof,the term"Party"or"Parties"shall refer only to the entities directly entering into such Order. 3. HARDWARE(FOR HARDWARE KEYS ONLY 3.1. Delivery.Delivery of Hardware sold will be made FCA GE's facility(Incoterms 2010). Title to Hardware shipped by GE from the United States shall pass to Customer immediately after each item departs from the territorial land,seas,and overlying airspace of the United States. Title to all other Hardware sold shall pass when the product is made available for shipment at the point of shipment. Delivery of Hardware leased to Customer shall be made by commercially reasonable means. Title to such leased Hardware shall not pass to Customer.Title to any software embedded in or included with Hardware ("Embedded Software")does not pass to Customer. 3.2. Embedded Software.GE grants to Customer a limited,nonexclusive license to use any Embedded Software only with and as embedded within the associated Hardware, and Customer shall have no other rights with respect to Embedded Software,including any right to copy or modify the Embedded Software.Customer may transfer the Embedded Software to a third party only to the extent that Customer is permitted to transfer the associated Hardware under this Agreement. Embedded Software is otherwise governed by the license restrictions set forth in Section 9.4 below. 3.3. Hardware Warranties. 3.3.1. Hardware Sold.During the applicable warranty period stated below,GE warrants that Hardware sold will be free from material defects in material and workmanship and will materially conform to any specifications agreed to by the Parties 2 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 16 C1 in writing. If any failure to meet this warranty appears within applicable warranty period from the date of shipment of the Hardware,and Customer returns such equipment to GE pursuant to GE's applicable repair and replacement policy, GE shall correct any such failure at its option,(i)by repairing any defective or damaged part or parts of the equipment, or(ii)by making available, FCA GE's shipment facility(Incoterms 2010),any necessary repaired or replacement parts. Inbound shipping charges to GE, including associated taxes, duties, tariffs, etc., shall be paid by Customer. Return (outbound)warranty repair shipping charges shall be paid by GE to Customer's destination. GE shall have no warranty obligation for Hardware damage or malfunction caused by accident,abuse,misuse,neglect,or improper repair,storage or handling by Customer or its agents. If in GE's reasonable judgment such repair or replacement of Hardware is not practicable, GE shall offer to refund or credit monies paid by Customer for such Hardware upon a return of such Hardware to GE. The applicable warranty period for sold Hardware is twenty-four(24) months from shipment date, unless otherwise stated in the Order or an appendix hereto. 3.3.2. Reserved. 3.3.3. Remanufactured Subassemblies or Parts. Unless prohibited by law, certain Hardware may contain remanufactured subassemblies or parts which have been cleaned, refinished, inspected,and tested to new-product standards. The warranty for any such product will be as provided in this agreement or any applicable warranty of the third party manufacturer,if applicable. 3.3.4. Third Party Hardware. GE warrants Hardware manufactured by third parties including, but not limited to, personal computers, gateways, routers, servers, sensors, edge devices, micro drives, rotary disks, compact flash, cables and accessories,and embedded third party firmware only to the extent that the manufacturer's or third party's warranty allows GE to transfer such warranty to Customer. GE shall pass through to Customer any such warranties. Except to the extent any such manufacturer or third party provides a pass-through warranty,such Hardware is provided"AS IS" without warranty of any kind and the manufacturers and/or third parties disclaim all warranties,whether express or implied,including but not limited to the implied warranties of merchantability,title,non-infringement,or fitness for a particular purpose. The manufacturers or third parties shall not have any liability for special, indirect, punitive, incidental,or consequential damages. Customer's sole remedy for breach of such warranty shall be the remedy offered by and available from the manufacturer or third party, if any. GE shall have no liability,whether in contract,tort, negligence,or otherwise,to Customer with respect to third party Hardware and associated Embedded Software. The remedies stated in this Section 3.3 are Customer's exclusive remedy,and GE's sole obligation and liability,for any breach of the warranties for Hardware. 4. SOFTWARE 4.1. Scope.As used herein,the term"Software"shall mean certain computer software and related documentation described in an Order, that is provided to Customer by digital download or on physical media for Customer's installation on Customer's computers,including any updates or upgrades provided by GE in connection with Support Services.As used herein,the term"Software"excludes any software hosted by or on behalf of GE and provided as a service. 4.2. Licenses.Subject to Customer's payment of all applicable fees and compliance with this Agreement,GE grants to Customer a limited, non-transferable, nonexclusive license, for the license period specified in the applicable Order, to use the Software provided pursuant to an Order for Customer's internal business use. Customer must comply with any license scope or usage limitations(such as named user,concurrent user,processor,server,site,facility,or asset based limitations) described on the applicable Order. Customer shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute,time share,or commercially exploit the Software,or make the Software available to any third party,other than as expressly permitted by this Agreement. 4.3. Separately Licensed Software.Some Software may be supplied to Customer under a separate license agreement,including Open Source Software ("Third Party Software"). Customer's use of such Third Party Software will be governed by such separate license agreements.GE shall have no warranty,support,maintenance,or other obligations or liability under this Agreement with respect to such Third Party Software. 4.4. Customer Responsibilities.Unless otherwise specified in an Order,Customer shall be solely responsible for: 3 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 1601 4.4.1. properly installing,configuring,and using the Software in accordance with applicable documentation, 4.4.2. providing any hardware,equipment,and physical infrastructure necessary to run the Software, 4.4.3. providing any third party software not included in the Software, 4.4.4. maintaining the security,privacy,and backup of Customer Content, 4.4.5. compliance with applicable laws related to the use,storage,or processing of Customer Content, 4.4.6. the proper operation,control,and maintenance of Customer equipment monitored by the Software,and 4.4.7. applying patches,bug fixes,upgrades,and updates of the Software or third party software. 4.5. GE Software Warranty.GE warrants that as of the date of delivery by GE,Software will materially conform with the written product documentation supplied with the Software.If within ninety(90)days of the date of delivery it is shown that the Software does not meet this warranty, GE shall, at its option,either correct the defect or error in the Software,free of charge, or make available to Customer satisfactory substitute software, or, if none of the foregoing is reasonably practicable,offer to return to Customer all payments made as license fees therefor after Customer certifies that it has returned or deleted all copies of the Software in its possession. The remedy provided in this Section shall be Customer's exclusive remedy,and GE's sole obligation and liability,for any breach by GE of the foregoing warranty. 4.6. DISCLAIMERS.WITHOUT LIMITING THE DISCLAIMERS IN SECTION 8.2,GE SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT: (I) SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR WILL MEET CUSTOMER'S SPECIFIC NEEDS; (II) SOFTWARE WILL DETECT ANY PARTICULAR FAILURE, FAULT, OR CONDITION, OR PROVIDE ANY PARTICULAR DEGREE OF ADVANCE WARNING OF AN IMPENDING FAILURE, FAULT OR CONDITION OF THE CUSTOMER EQUIPMENT;OR(III)CYBERSECURITY SOFTWARE WILL PROVIDE COMPLETE OR COMPREHENSIVE PROTECTION AGAINST ALL POSSIBLE SECURITY VULNERABILITIES OR UNAUTHORIZED INTRUSIONS. 4.7. Delivery. Unless otherwise specified in an Order,Software will be made available for electronic download by Customer. GE shall be deemed to have delivered Software when GE makes the Software available for download by Customer. If an Order specifies that Software is to be delivered to Customer on physical media,then delivery of physical media will be made FCA GE's facility(Incoterms 2010).No title to the Software shall be transferred. 4.8. Return or Destruction. Upon the expiration of Customer's license, or its earlier termination in accordance with this Agreement,Customer shall certify,at GE's written request,the deletion or return of all copies of Software in Customer's possession. 5. RESERVED 6. DELIVERY 6.1. General.Unless otherwise agreed by the Parties in writing:(a)GE shall determine the method and routing of all deliveries; (b)delivery dates and times are approximate and based on(i)prompt receipt by GE of all information necessary to permit GE to proceed with work immediately and without interruption,(ii)Customer's compliance with the payment terms,(iii) prompt receipt by GE of all evidence GE may request that any required export or import license,as applicable,is in effect; (c)the prices for the GE Offerings include only GE's usual quality processes,systems,and tests;and(d)partial deliveries shall be permitted. 6.2. Packing. Hardware or tangible media delivered by GE shall be prepared, packed, and shipped by or on behalf of GE in accordance with good commercial practices, unless otherwise agreed by the Parties. A complete packing list shall be enclosed with all shipments.Customer agrees to reimburse GE for any costs for any non-standard packing, marking,or shipping directions requested by Customer. 4 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 1601 7. PAYMENT 7.1. Payment Terms.All payments shall be made without set-off for claims arising out of other sales by GE.Payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74,Fla.Stat. 7.2. Financial Condition.If the financial condition of Customer at any time does not,in the judgment of GE,justify continued performance on the terms of payment previously agreed upon,GE may terminate any Order or Statement of Work. 7.3. Late Payments.Customer shall pay a monthly late payment charge computed at the rate of 1.5%,or the maximum interest rate permitted by law,whichever is less,on any past due amount for each calendar month(or fraction thereof)that the payment is overdue. GE retains a security interest and right of possession in the Hardware articles until Customer makes full payment,and Customer agrees to sign documentation at GE's request as reasonably necessary to perfect such interest. 7.4. Sales and Similar Taxes. GE shall be responsible for and shall pay any and all corporate and personal income taxes imposed on GE and its employees by applicable laws("GE Taxes").Customer shall be responsible for and shall pay to GE all taxes, duties,fees,and other charges of any nature(including, but not limited to, ad valorem consumption,excise,franchise, gross receipts,import,export,license,property,sales and use,stamp,contract duty/registration fees,storage,transfer, turnover,value-added taxes("VAT"),Business and Occupation or other similar taxes,and any and all items of deficiency, penalty,addition to tax,interest,or assessment related thereto),imposed by any governmental authority of any country in connection with the execution or performance of the Agreement("Customer Taxes"),but excluding GE Taxes.All prices are exclusive of Customer Taxes,which may be added by GE to Customer's invoice if applicable,unless Customer provides a direct pay or exemption certificate to GE where permitted by law.If Customer deducts or withholds any GE Taxes from payments owed hereunder,Customer shall provide to GE,within 30 days from payment,the official receipt issued by the competent government authority to which the GE Taxes have been paid,or an alternative document acceptable to the relevant tax authorities. In respect of taxes to be withheld,if any,Customer shall comply with any applicable bilateral conventions against double taxation.The Parties shall reasonably cooperate to claim any available exemptions from tax, fees, or duties that may apply to this Agreement.When Customer arranges the export or intra-European Union ("EU") community shipment,Customer shall provide to GE,free of charge and within 90 days(or,in the case of exports from the U.S.,30 days),evidence(obtained from Customer's forwarder)of exportation or intra EU community shipment.If the laws in the country in which GE performs under this Agreement,or the laws in the country of incorporation of Customer,require the Agreement to be subject to stamp duty,fee,or registration with any local authority,Customer shall be responsible for the required formalities and bear the related costs.Customer shall return to GE a copy of the registration certificate or a registered copy of the Agreement within 10 days from the due date required by said laws to apply for such fee,duty,or registration. Collier County,Florida as a political subdivision of the State of Florida,is exempt from the payment of Florida sales tax to its Contractors under Chapter 212,Florida Statutes,Certificate of Exemption#85-8015966531C-1. 8. REPRESENTATIONS AND WARRANTIES 8.1. General Conditions of Warranty. The warranties and remedies set forth herein are conditioned upon: proper storage, installation,use,and maintenance of the GE Offering in accordance with the applicable documentation,the proper design, operation, and configuration of the system into which the GE Offering is installed, conformance with any applicable recommendations of GE,and GE's ability to reproduce and observe the claimed defect,and prompt notification to GE of any defects and, as required, promptly making any personnel and computer systems available. Any unauthorized modification to or use of the GE Offerings by Customer will void the warranty. 8.2. DISCLAIMER OF IMPLIED WARRANTIES.EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT,GE AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES,CONDITIONS,OR REPRESENTATIONS,WHETHER EXPRESS,IMPLIED, OR STATUTORY,AND GE AND ITS LICENSORS EXPRESSLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,DATA ACCURACY,SYSTEM INTEGRATION,AND FITNESS FOR A PARTICULAR PURPOSE. 8.3. CUSTOMER WARRANTIES. Customer represents and warrants that it has all rights and consents necessary to disclose Customer Content to GE and to permit GE to use the Customer Content to perform GE's obligations hereunder. 5 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 16C1 9. OWNERSHIP 9.1. Customer Content. As between Customer and GE, Customer retains all rights, title, and interests in and to Customer Content.Except as provided in this Agreement,GE obtains no rights under this Agreement from Customer to any Customer Content. 9.2. Service Data.Customer consents to GE's use of Customer Content to provide the GE Offerings to Customer and to perform GE's obligations under this Agreement. Customer further agrees that GE and its Affiliates may use information derived from Customer Content or generated by the GE Offerings to maintain, protect, create, develop, and improve the GE Offerings and other GE products and services,to the extent permitted by applicable law. 9.3. Reserved Rights. Customer acknowledges that the GE Offerings are protected by the copyright, patent, trade secret, trademark,and/or other intellectual property laws of the United States and other countries.As between GE and Customer, GE(or its Affiliates and licensors)own and reserve all rights,title,and interests in the GE Offerings,except those rights and licenses expressly granted to Customer by this Agreement. 9.4. Restrictions.Except as expressly authorized by this Agreement,Customer shall not(a)sublicense,copy,distribute,modify, create derivative works of any GE Offering,except to the extent authorized by GE under separate agreements,(b)reverse engineer,disassemble,or decompile any GE Offering or apply any other process or procedure to derive the source code of the GE Offerings,(c)access or use the GE Offerings in a way intended to avoid incurring fees or to exceed usage limits or quotas,or(d)remove,alter,or obscure any proprietary notices that accompany the GE Offerings;or authorize or assist others to do any of the foregoing. 9.5. Suggestions.If Customer provides GE or its Affiliates with any feedback or suggested improvements to the GE Offerings, then Customer consents to GE's use and implementation of such suggestions,without compensation to Customer,and as between the Parties,GE shall solely own products and services developed by or for GE from such suggestions. 10. CONFIDENTIALITY 10.1. Non-Disclosure and Non-Use. A Party receiving Confidential Information (the "Receiving Party") shall not directly or indirectly, at any time, without the prior written consent of the Party disclosing such Confidential Information (the "Disclosing Party"),use or disclose the Confidential Information or any part thereof for any use other than necessary for the performance of the Receiving Party's obligations under this Agreement or as otherwise expressly permitted by this Agreement.The Receiving Party shall use reasonable efforts, but not less than those efforts it uses to protect its own information of a similar nature,to avoid disclosure,dissemination,or unauthorized use of the Confidential Information of the Receiving Party. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act,Chapter 119,Fla.Stat.,and the Florida Sunshine Law,Chapter 286,Fla.Stat. 10.2. Compelled Disclosure. If the Receiving Party is requested by a governmental authority to disclose any Confidential Information,it shall promptly notify the Disclosing Party,to the extent permitted by law,to permit the Disclosing Party to seek a protective order or take other appropriate action,and shall assist in such activities.The Receiving Party shall only disclose that part of the Confidential Information as is required by law to be disclosed and the Receiving Party shall use commercially reasonable efforts to obtain confidential treatment therefor. 10.3. Injunctive Relief. In addition to any other rights and remedies under this Agreement or at law, the Receiving Party acknowledges and agrees that, due to the nature of the Confidential Information, its confidentiality obligations to the Disclosing Party under this Agreement are of a unique character and agrees that any breach of such obligations may result in irreparable and continuing damage to the Disclosing Party for which there may be no adequate remedy in damages and accordingly the Disclosing Party shall be authorized and entitled to seek injunctive or other equitable relief. 11. INDEMNIFICATION 11.1. By GE. GE shall,at GE's expense,defend or,at GE's option,settle any claim brought against Customer that any GE Offering infringes any third party's United States patent,copyright,trademark,or trade secret(an"Infringement Claim"),and pay any final judgments awarded by a court of competent jurisdiction or settlements entered into by GE on Customer's behalf. 6 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 16C1 As a condition of GE's obligation,Customer must notify GE promptly of any Infringement Claim in writing,tender to GE sole control and authority over the defense or settlement of such claim, and reasonably cooperate with GE, at GE's expense,and provide GE with available information in the investigation and defense of such claim.Any effort by Customer to settle an Infringement Claim without GE's involvement and written approval shall void any indemnification obligation hereunder. If use of any GE Offering becomes,or in GE's opinion is likely to become, enjoined or subject to a valid claim of infringement,GE may,at GE's option,(i)procure,at no cost to Customer,the right to use such GE Offering,or(ii)modify the GE Offering or provide a substitute that is non-infringing. If the foregoing are not commercially reasonable,GE may, as applicable, terminate Customer's license to the affected Software or Deliverables or accept a return of affected Hardware,and refund the applicable fees or purchase price,less reasonable depreciation.GE shall have no obligation or liability under this Section for any Infringement Claim to the extent caused by:(a)a modification to the GE Offerings not provided or performed by GE,(b)Customer Content and Customer designs and specifications,(c)the combination of the GE Offerings with other hardware,software,content,or services not provided by GE,(d)use of an infringing GE Offering after GE has provided a non-infringing alternative, or(e) use of the GE Offerings beyond the scope authorized by this Agreement or contrary to applicable documentation.This Section states GE's sole obligation and exclusive liability,and Customer's sole remedy,for any third party claims of infringement of any intellectual or proprietary right. By Customer,to the extent allowed by law, Customer shall defend and indemnify GE, GE's Affiliates and licensors,and each of their respective employees,officers,directors,and representatives from and against any claims,damages,losses, liabilities, costs, and expenses: (a) Customer's or any of its Users' use of the GE Offerings, other than an Infringement Claim. The foregoing indemnification provision shall not constitute a waiver of sovereign immunity or extend the Customer's liability beyond the limits established in Section 768.28 of the Florida Statutes. 12. LIMITATIONS OF LIABILITY 12.1. GE, INCLUDING ITS AFFILIATES AND LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, USE, GOODWILL, DATA, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE). CUSTOMER IS SOLELY RESPONSIBLE FOR, AND BEARS ALL RISKS ASSOCIATED WITH THE CONTROL, OPERATION,AND USE OF CUSTOMER EQUIPMENT. 12.2. GE,INCLUDING ITS AFFILIATES AND LICENSORS,SHALL NOT BE LIABLE FOR CLAIMS ARISING OUT OF THIS AGREEMENT IN A CUMULATIVE AMOUNT EXCEEDING CUSTOMER'S ACTUAL DIRECT DAMAGES,UP TO THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. 13. TERM AND TERMINATION 13.1. Term.The term of this Agreement will commence on the Effective Date and will expire five(5)years after the Effective Date,provided however,that this Agreement shall remain in effect with respect to any unexpired or renewed Order or Statement of Work,until the completion or scheduled expiration thereof(including the term of any license or subscription provided therein),unless earlier terminated in accordance with Section 13.3. 13.2. Renewal. Except as otherwise stated in the Order, each license or subscription for Software having a fixed and limited initial term may be renewed for successive one(1)year renewal terms. 13.3. Termination. 13.3.1. Without Cause. A Party may terminate an Order or Statement of Work issued hereunder without cause or for convenience only as expressly permitted by the applicable Order or Statement of Work. 13.3.2. For Breach.Either Party may terminate this Agreement,or any individual Order or Statement of Work,for a material breach by the other Party,which breach is not cured within thirty(30)days of written notice provided to the breaching Party,or which breach is incapable of being cured. 13.3.3. For Insolvency. A Party may terminate this Agreement upon notice to the other Party if the other Party becomes insolvent,makes an assignment for the benefit of creditors,has a receiver or trustee appointed,or is the subject of a proceeding under bankruptcy or insolvency law that is not dismissed within thirty(30)days of the filing date thereof. 7 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 16 C1 13.3.4. Effect of Termination.The expiration or termination of this Agreement,or of any Order or Statement of Work,shall terminate the licenses granted and services provided thereunder, except as otherwise provided in Section 13.1 or agreed in writing.Upon any termination or expiration of this Agreement,the following Sections survive:7(Payment), 9(Ownership), 10(Confidentiality),11(Indemnification),12(Limitations of Liability),13(Term and Termination),and 14(Miscellaneous). 14. MISCELLANEOUS 14.1. Performance by GE. GE shall have the right to use subcontractors and Affiliates to perform its obligations under this Agreement,and in such event,GE shall remain responsible to Customer for such obligations. 14.2. Excusable or Delayed Performance. GE shall not be liable for delays or nonperformance due to causes beyond its reasonable control,including,but not limited to,acts of God,acts of Customer,prerequisite work by others,acts of civil or military authority, government priorities, changes in laws or regulations, fires, strikes or other labor disturbances, floods,epidemics,war,terrorism,riot,delays in transportation or car shortages,or inability to obtain or delay in obtaining suitable labor,materials,government permits,or facilities,due to causes beyond its reasonable control. In the event of any such delay,the time of performance shall be extended for a period equal to the time lost by reason of the delay,or if performance is rendered impossible,GE shall be excused from performance subject to an equitable adjustment to the applicable fees.In the event GE is delayed by conditions caused by Customer or by prerequisite work by other contractors or suppliers of Customer, GE shall be entitled to an equitable price adjustment in addition to extension of the time of performance. 14.3. Independence.GE and Customer are independent contractors,and neither Party,nor any of their respective Affiliates,is an agent,partner,or joint-venturer of the other for any purpose or has the authority to bind the other.Both Parties reserve the right(a)to develop or have developed for it products,services,concepts,systems,or techniques that are similar to or compete with the products,services,concepts,systems,or techniques developed or contemplated by the other Party and (b)to assist third party developers or systems integrators who may offer products or services which compete with the other Party's products or services. 14.4. No Third Party Beneficiaries.This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. 14.5. Trade Compliance. Each Party shall comply with applicable laws that govern the import,export,or re-export of data or materials supplied under this Agreement.Without limiting the foregoing,Customer agrees that it shall not sell,distribute, disclose, release, or otherwise transfer any item or technical data provided under this Agreement to: (i) any country designated as a"State Sponsor of Terrorism"by the U.S.Department of State including,for this Agreement,the countries of Cuba and North Korea(ii)any entity located in,or owned by an entity located in,a"State Sponsor of Terrorism"country, Cuba,or North Korea,(iii)the region of Crimea,or(iv)any person or entity listed on the"Entity List"or"Denied Persons List"maintained by the U.S.Department of Commerce,the list of"Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the US Government.This clause shall apply regardless of the legality of such a transaction under local law. Except as otherwise agreed in writing between the Parties, each Party shall be responsible for obtaining and maintaining any authorization required for its performance under this Agreement (including the transfer any item or technical data under this Agreement), such as export license,import license,exchange permit or other required government export or import authorization. Each Party shall provide reasonable assistance necessary for the other Party to secure and comply with such authorizations as may be required.Each Party shall not be liable if any government export authorization is delayed,denied,revoked,restricted or not renewed despite commercially reasonable efforts by the Party.Additionally,such delay,denial,revocation or non- renewal shall not constitute a breach of this Agreement.Customer acknowledges that GE may conduct periodic screening of Customer and of its beneficial owners to comply with applicable laws and consents to the foregoing. 14.6. Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language. 14.7. Severability and Interpretation. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement shall remain in full force and effect.Any invalid or unenforceable portions shall be interpreted 8 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 16C1 to effect the intent of the original portion. If such construction is not possible,the invalid or unenforceable portion shall be severed from this Agreement but the rest of the Agreement shall remain in full force and effect.Section headings are used for convenience only. 14.8. Audit.Customer agrees to permit GE or GE's designated agent,upon reasonable notice to Customer,to audit Customer's books,records,and facilities to verify Customer's compliance with the terms and conditions of this Agreement,including any usage limitations or restrictions applicable to the GE Offerings.If any audit reveals an underpayment by Customer,GE may invoice Customer for such underpayment in accordance with GE's standard policies. Customer agrees to pay such invoice in accordance with the payment terms of this Agreement. 14.9. Notices. GE may provide any notice required or permitted to be given to Customer under this Agreement by sending a notice to the mailing or email address below(as may be updated by Customer from time to time upon notice to GE): Board of County Commissioners for Collier County,Florida c/o Collier County Public Utilities Department 3339 East Tamiami Trail,Suite 303 Naples,FL 34112 Telephone:239-252-5379 Fax:239-252-5378 Attn:Mike Raabe,PE E-Mail:mikeraabe@colliergov.net_ Notices to GE may be provided as follows(as may be updated by GE from time to time upon notice to Customer): By personal delivery,overnight courier,or U.S.Postal registered or certified mail: GE Digital 2700 Camino Ramon Suite 450 San Ramon,CA 94583 Attention:GENERAL COUNSEL By email:CONTRACTS.SOFTWARE@GE.COM 14.10.Assignment. Neither Party may assign this Agreement, or any of its rights or obligations hereunder, without the prior written consent of the other Party,and any assignment in violation of this provision shall be void. Notwithstanding the foregoing,GE may assign this Agreement,or any of its rights or obligations hereunder,without the necessity for obtaining consent,to any Affiliate of GE.Subject to these requirements, this Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and assigns. 14.11.Entire Agreement.This Agreement is the entire agreement between Customer and GE regarding the subject matter of this Agreement.This Agreement supersedes all prior or contemporaneous representations, understandings,agreements,or communications between Customer and GE,whether written or oral,regarding the subject matter of this Agreement. 14.12.Amendments. Any Amendments to this Agreement must be in writing and must be signed by both Parties. No oral agreement,course of dealing,or trade usage shall be deemed to modify this Agreement. 14.13.Waivers.The failure of a Party to enforce any provision of this Agreement shall not constitute a present or future waiver of such provision or limit a Party's right to enforce such provision at a later time.All waivers must be in writing and signed by the Party issuing the waiver. 14.14.Choice of Law.This Agreement shall be governed by the laws of the State of Florida,without reference to its conflict of laws provisions.The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between 9 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 1601 the parties,the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of the Customer with full decision-making authority and by GE's representative. 14.15.High Risk Uses. Customer acknowledges that the GE Offerings are not designed for real-time control or time-sensitive applications that have the potential to cause death,personal injury,or property damage or that could result in radioactive, chemical,or biological contamination or environmental damage.Customer assumes the entire risk for any such use and shall defend and indemnify GE and its Affiliates from any liability to third parties resulting therefrom.Customer agrees not to use the GE Offerings for control of any nuclear facility or activity. 14.16.U.S.Government Contracting. If Customer is a U.S.Government entity or procures GE Offerings for or on behalf of a U.S.Government entity,the following provisions apply:(a)Customer agrees that all GE Offerings meet the definition of "commercial-off-the-shelf"(COTS)or"commercial item"as defined in FAR 2.101,and that the subparagraph terms of FAR 52.212-5(e)or FAR 52.244-6(or,for orders from the U.S Government,FAR 52.212-5 and FAR 52.212-4 with tailoring to the extent permitted by FAR 12.302 by replacing all paragraphs except those listed in FAR 12.302(b)with these terms and conditions), and (subject to subsection (e) below) DFARS 252.212-7001(c) or DFARS 252.244-7000, whichever are applicable,apply only to the extent applicable to COTS or commercial items and only as appropriate for the dollar value of this order;(b)with regard to any terms related to Buy American Act or Trade Agreements,the country of origin of GE Offerings is unknown unless otherwise specifically stated in writing by GE;(c)Customer agrees that any services offered by GE are exempt from the Service Contract Act of 1965(FAR 52.222-41);(d)Customer agrees that this sale is not funded, in whole or in part,by the American Recovery and Reinvestment Act unless otherwise set forth in a written agreement of the Parties; (e)GE makes no representations,certifications,or warranties whatsoever with respect to the ability of GE Offerings to satisfy DFARS 252.225-7009,Restriction on Acquisition of Certain Articles Containing Specialty Metals;(f)with regard to DFARS 252.204-7012, Customer agrees that no Unclassified Controlled Technical Information or Covered Defense Information shall be provided to GE, delivered by GE to Customer, or used by GE in the performance of this Agreement;and(g)Customer is solely and exclusively responsible for compliance with any other applicable statutes or regulations governing sales to the U.S. Government, and GE makes no representations, certifications or warranties whatsoever with respect to the ability of GE Offerings or prices to satisfy any such statutes and regulations other than those contained herein. (REMAINDER OF PAGE INTENTIONALLY BLANK] 10 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL i2 16 C1 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the last date written below by their respective duly authorized officers or representatives. 411, GE _ Coll/1r/ Board of County Com ssi ners ig,'ture Signature / 1 j Apr;I M - Cre Penny Taylor,Chairman _ Print Name/Title Print Name/Title Ct/ 51 aDI7 tz\v-av-\ Date Date roved as to Form lity: tQLL WITNESS Deputy County Attorney ATTP": DDWWl e, E.BRAC CL RK Attest ams to�na rman's signature only., 11 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 649 16C1 Appendix A Product Specific Terms and Conditions The following terms and conditions applyto specific GE Offerings listed below,in addition to the terms and conditions of the main body of the MPSA. In the event of any conflict between the terms and conditions in this Appendix and the main body of the MPSA,these terms and conditions shall take precedence with respect to the GE Offerings described below. 1. Trial Offerings. From time to time,GE may offer Customer access to certain GE Offerings that GE designates as"beta,""evaluation,"or "trial"on the Predix Web site or in Order documents("Trial Offerings").Trial Offerings are provided to Customer free of charge,except as otherwise specified by GE.GE may limit,suspend,or terminate Customer's license or subscription to any portion of the Trial Offerings for any reason,in GE's sole discretion,including,for example,the expiration of the Trial Offerings period,to enforce Trial Offering usage limitations,or to protect GE's services or systems.Any product or service designated"alpha,""beta,"or"pre-release"is subject to change without notice,may differ substantially upon commercial release,and may have limited or no Support Services. Trial Offerings have not been fully tested and may contain defects, may lack standard security features,and may be taken offline or become unavailable without notice.TRIAL OFFERINGS ARE PROVIDED "AS IS"AND "WITH ALL FAULTS" AND GE HAS NO OBLIGATION OR LIABILITY WITH RESPECT TO TRIAL OFFERINGS. 2. ThingWorx/PTC(Software) 2.1. ThingWorx and PTC Software are licensed only for use in conjunction with,and as part of,the software application package provided by GE and may not be separated from the software application package or used on a standalone basis. 3. Acceleration Plans(Support Services). 3.1. Support Services.GE shall provide the support program and associated level of support as reflected in the applicable Order ("Support Services"). The applicable program,level of service and included or a la carte components that constitute the Support Services are further described in the Acceleration Plans Support&Services Guide and shall be acknowledged by GE(the"Support Confirmation").Support Services may include various types of Services as described in the Acceleration Plans Support&Services Guide. 3.2. Nature of Support Services. Support Services may be provided independently as a GE Offering or as a required component of another GE Offering. To the extent Support Services are provided as a component part of another GE Offering,the relevant Support Services must be purchased and shall terminate when such GE Offering is terminated or shall be extended to the extent such GE Offering is extended(including any automatic renewals thereof).To the extent Support Services are associated with Software,such Support Services shall automatically terminate in the event the license to the underlying Software is terminated. 3.3. Adoption Services and Managed Services. "Adoption Services" and "Managed Services" are available as part of some Support Services plans, as further described on Customer's Order. These services provide Customer with assistance, information,and advice in adopting,implementing,and monitoring GE Digital Offerings by providing Customer with key indicators and metrics.Customer acknowledges that the interpretation or application of any such indicators,information, or advice depends on many factors outside of GE's ability to control or foresee,and therefore,Customer assumes sole responsibility for confirming such information or advice with appropriate testing and validation prior to taking any action or decision.GE does not and cannot guarantee that every fault condition can be foreseen or detected or that GE will be able to provide any particular amount of advance warning of any impending fault or failure. 3.4. Term.Renewal and Termination 3.4.1. Support Services Associated with Software. The Support Services subscription term will be as stated on the Confirmation.Customer shall have the option to renew the Support Services. GE shall notify Customer that the then- current service period is ending;GE may provide Customer with a quote(including renewal rate)for renewal prior to 12 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 16C1 expiration of the then current service period.Timely purchase and payment of the applicable yearly service fee shall extend Support Services. The renewal rate shall equal the current Support Services rate plus the annually published Consumer Price Index plus one percent(1%)over the prior period. CPI shall mean the U.S.City Average(December to December percent)for ALL Urban Consumers(CPI-U). 3.4.2. Reserved. 3.5. No Right of Refund. Payment for any and all Support Services is required in advance,without right of refund for any reason. 13 GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL 1601 GRAYMATTER WHEREAS,the Corporation desires to grant signing and authority to certain person(s) described hereunder. RESOLVED, that the Board of Directors is hereby authorized and approved to grant signing and authority to conduct business to any one of the following person(s): Mandy Lynn Urey, Director, HR and Operations. The,foregoing signing and authority granted shall include, but shall not be limited to, the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by this Corporation. The undersigned hereby certifies that he/she is the duly elected and qualified Secretary and the custodian of the books and records and seal of Gray Matter Systems, LLC, a limited liability corporation duly formed pursuant to the laws of the state of Delaware and that the foregoing is a true record of a resolution adopted at a meeting of the board, and that said meeting was held in accordance with state law and the Bylaws of the above-named Corporation on October 19, 2016, and that said resolution is now in full force and effect without modification or rescission. In WITNESS WHEREOF, I have executed my name as Secretary and have hereunto affixed the corporate seal of the above-named Corporation this, 17th day of March, 2017. v i Carson Drake Secretary Gray Matter Systems LLC II 100 Global View Drive,Suite 200,Warrendale, PA 15086 www.graymattersystems.com