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Agenda 02/26/2019 Item #16E202/26/2019 EXECUTIVE SUMMARY Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to GE Digital LLC under Agreement #17-7189 for software licensing and support services of Public Utilities Division’s Supervisory Control and Data Acquisition (SCADA) systems. OBJECTIVE: To assign Agreement #17-7189 to GE Digital LLC (GE Digital) for the continuance of the software licensing and support services for Programmable Logic Controller (PLC) based Supervisory Control and Data Acquisition (SCADA) systems. CONSIDERATIONS: On December 12, 2017 (Agenda Item No. 16.C.1) the County entered into Agreement #17-7189 with GE Intelligent Platforms, Inc. for the continuance of software licensing and support services of Public Utilities Division’s Supervisory Control and Data Acquisition (SCADA) systems. GE Digital LLC represents and warrants to the County that through a restructuring of its operations, it is now the successor in interest to and in relation to Agreement #17-7189. Staff received a notification letter of this transaction dated December 11, 2018. Staff obtained the necessary documents from GE Digital, LLC which have been reviewed and approved by the County Attorney’s Office. Staff is recommending approval of an Assumption Agreement to GE Digital LLC assigning all rights, duties, benefits, and obligations under Agreement #17-7189. FISCAL IMPACT: There is no fiscal impact. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated with this Executive Summary. LEGAL CONSIDERATIONS: The County Attorney reviewed this item and approved it as to form and legality. Majority support is required for approval. - JAK RECOMMENDATION: To approve an Assumption Agreement to GE Digital LLC assigning all rights, duties and benefits and obligations under Agreement #17-7189 and authorize the chairman to sign said Assumption Agreement. Prepared by: Priscilla Doria, Procurement Strategist, Procurement Services Division, ATTACHMENT(S) 1. 17-7189 GE Digital_Assumption_Contract_VendorSigned (PDF) 2. Backup Documents (PDF) 16.E.2 Packet Pg. 1026 02/26/2019 COLLIER COUNTY Board of County Commissioners Item Number: 16.E.2 Doc ID: 7968 Item Summary: Recommendation to approve an Assumption Agreement assigning all rights, duties and benefits, and obligations to GE Digital LLC under Agreement #17-7189 for software licensing and support services of Public Utilities Division’s Supervisory Control and Data Acquisition (SCADA) systems. Meeting Date: 02/26/2019 Prepared by: Title: – Procurement Services Name: Priscilla Doria 02/04/2019 10:57 AM Submitted by: Title: – Procurement Services Name: Ted Coyman 02/04/2019 10:57 AM Approved By: Review: Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 02/04/2019 11:03 AM Administrative Services Department Paula Brethauer Level 1 Division Reviewer Completed 02/04/2019 11:21 AM Procurement Services Sandra Herrera Additional Reviewer Completed 02/05/2019 2:30 PM Procurement Services Ted Coyman Additional Reviewer Completed 02/05/2019 5:35 PM Grants Erica Robinson Level 2 Grants Review Completed 02/08/2019 1:16 PM Administrative Services Department Len Price Level 2 Division Administrator Review Completed 02/11/2019 2:50 PM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 02/14/2019 4:52 PM Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 02/15/2019 1:40 PM Grants Therese Stanley Additional Reviewer Completed 02/15/2019 3:11 PM County Manager's Office Heather Yilmaz Level 4 County Manager Review Completed 02/19/2019 6:17 PM Board of County Commissioners MaryJo Brock Meeting Pending 02/26/2019 9:00 AM 16.E.2 Packet Pg. 1027 16.E.2.aPacket Pg. 1028Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1029Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1030Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1031Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1032Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1033Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1034Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1035Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1036Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1037Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1038Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1039Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1040Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1041Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.aPacket Pg. 1042Attachment: 17-7189 GE Digital_Assumption_Contract_VendorSigned (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- DocuSign Envelope ID: 74DB362A-BBF7-42AF-B82F-9B0512E00B98Jeff BartolettiJeff.Bartoletti@ge.com12/21/2018Commercial Operations Leader16.E.2.bPacket Pg. 1043Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) 1 December 11, 2018 Re: GE Digital Master Products and Services Agreement for On Premise Software and Support Only (Non-Monitoring) by and between GE Intelligent Platforms, Inc. and Collier County Board of County Commissioners effective as of December 12, 2017 (the “Contract”) Ladies and Gentlemen: GE Digital is restructuring its operations under one legal umbrella and, as a part of that effort, is transferring all contracts entered by GE Intelligent Platforms, Inc. [Digital] (“GE Intelligent Platforms”) to GE Digital LLC (“GE Digital”), a wholly-owned subsidiary of General Electric. To that end, we would appreciate your signing this letter to indicate your consent effective as December 1, 2018 (“Assignment Date”) for GE Intelligent Platform’s assignment of its rights and obligations under the Contract to GE Digital, GE Digital assumes GE Intelligent Platform’s rights and obligations under the Contract . The remainder of terms of the Contract will remain the unchanged, and, as of the Assignment Date, the rights and obligations shall be between GE Digital and Collier County Board of County Commissioners GE Digital values our partnership and we appreciate your willingness to assist us in this matter. Kindly signify your consent by signing and dating this letter and returning it to me via email @ april.madani@ge.com. We would appreciate your response by December 14, 2018 If you need more information, please contact our Client Services team at gedigitalsalessupport@ge.com or call + 800 433 2682. Sincere Regards, Jeff Bartoletti Commercial Operations Leader CONSENTED AND AGREED TO: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS Signature: ________________________ Name: ________________________ Title: ________________________ Date: _________________________ GE Digital LLC Jeff Bartoletti Commercial Operations Leader GE Digital LLC 2623 Camino Ramon San Ramon, CA 94583-9130 jeff.bartoletti@ge.com 16.E.2.b Packet Pg. 1044 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) Department of State /Division of Corporations /Search Records /Detail By Document Number / Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Detail by Entity Name Foreign Profit Corporation GENERAL ELECTRIC COMPANY Filing Information 800405 14-0689340 07/16/1912 NY ACTIVE AMENDMENT 06/25/1987 NONE Principal Address 33-41 FARNSWORTH STREET Boston, MA 02210 Changed: 08/25/2017 Mailing Address 901 Main Ave C.O Krystina Hamilton Norwalk, CT 06851 Changed: 01/29/2018 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 S. PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 08/25/2017 Address Changed: 08/25/2017 Officer/Director Detail Name & Address Title CEO, CHAIRMAN FLANNERY, JOHN L 33-41 FARNSWORTH STREET Boston, MA 02210 DIVISION OF CORPORATIONSFlorida Department of State Page 1 of 5Detail by Entity Name 12/18/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 16.E.2.b Packet Pg. 1045 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) Title VP GOSK, MICHAEL W 33-41 FARNSWORTH STREET Boston, MA 02210 Title TREASURER JANKI, DANIEL C 201 HIGH RIDGE ROAD STAMFORD, CT 06905 Title VP ABATE, VICTOR R 1 RESEARCH CIRCLE NISKAYUNA, NY 12309 Title SECRETARY DIMITRIEF, ALEXANDER 33-41 FARNSWORTH STREET Boston, MA 02210 Title CFO Miller, Jamie 33-41 FARNSWORTH STREET Boston, MA 02210 Title CONTROLLER HAUSER, JAN R 33-41 FARNSWORTH STREET Boston, MA 02210 Title DIRECTOR BEATTIE, GEOFFREY W 17 PRINCE ARTHUR AVE. 3RD FLOOR TORONTO, ONTARIO M5R1B2 CA Title DIRECTOR BRENNAN, JOHN J 100 VANGUARD BLVD. MALVERN, PA 19355 Title DIRECTOR D'SOUZA , FRANCISCO Page 2 of 5Detail by Entity Name 12/18/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 16.E.2.b Packet Pg. 1046 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) 500 FRANK W BURR BLVD. TEANECK, NJ 07666 Title DIRECTOR DEKKERS, MARIJN E 1 LIBERTY LANE SUITE 100 HAMPTON, NH 03842 Title DIRECTOR HOCKFIELD, SUSAN 77 MASSACHUSETTS AVENUE CAMBRIDGE, MA 02139 Title DIRECTOR JUNG, ANDREA 150 WEST 30TH STREET 8TH FLOOR NEW YORK, NY 10001 Title DIRECTOR LAZARUS, ROCHELLE B 636 11TH AVENUE NEW YORK, NY 10036 Title DIRECTOR MULVA, JAMES J PO BOX 940847 HOUSTON, TX 77094 Title DIRECTOR ROHR, JAMES E ONE PNC PLAZA PITTSBURGH, PA 15222 Title DIRECTOR SCHAPIRO, MARY L 801 17TH STREET, NW WASHINGTON, DC 20006 Title DIRECTOR TISCH, JAMES S 667 MADISON AVENUE NEW YORK, NY 10065 Page 3 of 5Detail by Entity Name 12/18/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 16.E.2.b Packet Pg. 1047 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) Title EXECUTIVE OFFICER JOYCE, DAVID L 1 NEUMANN WAY CINCINNATI, OH 45215 Title VP MASTRANGELO , JOSEPH R BROWN-BOVERI-STRASSE 7 BADEN 5401 CH Title DIRECTOR BAZIN, SEBASTIEN M 82 RUE HENRI FARMNA CS 20077 ISSY-LES-MOULINEAUX 92445 FR Title DIRECTOR HENRY, PETER B 44 WEST FOURTH STREET NEW YORK, NY 10012 Title DIRECTOR MOLLENKOPF, STEVEN M 5775 MOREHOUSE DRIVE SAN DIEGO, CA 92121 Title DIRECTOR LAVIZZO-MOUREY, RISA 50 COLLEGE ROAD EAST PRINCETON, NJ 08540-6614 Title Attesting Secretary Singapore, Aun 901 Main Ave Norwalk, CT 06851 Annual Reports Report Year Filed Date 2017 01/06/2017 2017 08/12/2017 2018 01/29/2018 Document Images 01/29/2018 -- ANNUAL REPORT View image in PDF format Page 4 of 5Detail by Entity Name 12/18/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 16.E.2.b Packet Pg. 1048 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) 08/25/2017 -- AMENDED ANNUAL REPORT View image in PDF format 08/12/2017 -- AMENDED ANNUAL REPORT View image in PDF format 01/06/2017 -- ANNUAL REPORT View image in PDF format 01/20/2016 -- ANNUAL REPORT View image in PDF format 03/24/2015 -- ANNUAL REPORT View image in PDF format 04/24/2014 -- ANNUAL REPORT View image in PDF format 10/15/2013 -- AMENDED ANNUAL REPORT View image in PDF format 04/17/2013 -- ANNUAL REPORT View image in PDF format 04/16/2012 -- ANNUAL REPORT View image in PDF format 04/18/2011 -- ANNUAL REPORT View image in PDF format 03/25/2010 -- ANNUAL REPORT View image in PDF format 07/14/2009 -- ANNUAL REPORT View image in PDF format 04/14/2009 -- ANNUAL REPORT View image in PDF format 04/15/2008 -- ANNUAL REPORT View image in PDF format 04/17/2007 -- ANNUAL REPORT View image in PDF format 05/01/2006 -- ANNUAL REPORT View image in PDF format 04/30/2005 -- ANNUAL REPORT View image in PDF format 04/26/2004 -- ANNUAL REPORT View image in PDF format 05/02/2003 -- ANNUAL REPORT View image in PDF format 05/24/2002 -- ANNUAL REPORT View image in PDF format 05/22/2001 -- ANNUAL REPORT View image in PDF format 05/24/2000 -- ANNUAL REPORT View image in PDF format 05/17/1999 -- ANNUAL REPORT View image in PDF format 05/12/1998 -- ANNUAL REPORT View image in PDF format 05/06/1997 -- ANNUAL REPORT View image in PDF format 05/01/1996 -- ANNUAL REPORT View image in PDF format 05/01/1995 -- ANNUAL REPORT View image in PDF format 05/01/1995 -- ANNUAL REPORT View image in PDF format Florida Department of State, Division of Corporations Page 5 of 5Detail by Entity Name 12/18/2018http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entit... 16.E.2.b Packet Pg. 1049 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) 16.E.2.b Packet Pg. 1050 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) Vendor Information - Americas: GE Digital LLC 2623 Camino Ramon San Ramon, CA 94583-9130 Telephone: + 925-242-6200 Website: http://www.ge.com/digital/software- services GE Digital LLC Commercial Support (Order Services) Telephone:1-800-433-2682 Email: gedigitalorderservices@ge.com Accounts Receivables: Please send Remittance Payment Details and Invoice questions to Email: GeDigital.ar@ge.com ***Please include relevant invoice and payment information*** D & B: 00-1367960 TIN: 14-0689340 Payments via Check (Domestic Checks) or Check thru FedEx: GE Digital LLC Lockbox 008240 PO Box 74008240 Chicago, IL 60674-8240 US FEDWIRE or ACH (Domestic): Bank of America 1401 Elm Street 2nd Floor Dallas, TX 75202 ABA information: 111000012 Account Name: GE Digital LLC Account Number: 4451103219 International Wires: Bank of America 100 West 33rd Street New York, NY 10001 Swift Code: BOFAUS33 Account Name: GE Digital LLC Account Number: 4451103219 16.E.2.b Packet Pg. 1051 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189) 16.E.2.b Packet Pg. 1052 Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17- 16.E.2.bPacket Pg. 1053Attachment: Backup Documents (7968 : Assumption Agreement with GE Digital LLC for Agreement # 17-7189)