Agenda 12/12/2017 Item #16C112/12/2017
EXECUTIVE SUMMARY
Recommendation to standardize licensing and support services with GE Intelligent Platforms, Inc., [Digital] and
Gray Matter Systems for the Public Utilities Department’s Supervisory Control and Data Acquisition Systems.
OBJECTIVE: To continue utilizing the existing software licensing for Programmable Logic Controller (PLC) based
Supervisory Control and Data Acquisition (SCADA) systems used to manage operations, ensure compliance, and sustain
level of service standards for all raw water treatment and distribution, wastewater treatment and plant operations, and
irrigation quality (IQ) water distribution for a period of five years.
CONSIDERATIONS: The proposed scope of work is consistent with the Capital Improvement Program (CIP)
contained in the 2014 Water, Wastewater, Irrigation Quality Water, and Bulk Potable Water Master Plan/CIP Plan
approved by the Board of County Commissioners (Board) November 10, 2015, Agenda Item 9C, as Appendix III of the
2015 AUIR/CIE. Funding for project 71056 and 72541 is available in, and is consistent with, the FY2017 CIP Budget.
The Public Utilities Department (PUD) utilizes PLC-based SCADA systems to operate, control, monitor, and maintain
all critical and dynamic processes required to provide and sustai n compliant water delivery and wastewater reclamation
at four treatment plants (two water, two wastewater) in two pressurized distribution systems (potable water and IQ
water) and at the Collier County Landfill. These facilities operate 24 hours per day, 365 days per year. It is critical that
current levels of performance, reliability, and life-cycle costs are maintained over the installed base of 45 licenses, 1,000
operator interfaces, 30,000 active database tags and six SCADA systems. Please see attached business case and
independent engineer's evaluation letter.
As cyber security exploits increase, new vulnerabilities are defined and communication and technology standards
evolve, mission critical software must adapt and address those changes. The att ached agreements provide assurance that
the existing software is maintained in compliance with all required regulations. The renewals also provide PUD the
opportunity to maintain an approach to versioning and software platforms that conform with guidance from Homeland
Security and manufacturers for critical infrastructure that directly supports the compliance operations.
GE Intelligent Platforms, Inc., [Digital] is the sole source provider for software licensing and customer support for its
“iFix” SCADA systems (reference Attachment 1, Sole Source Waiver Request). This sole source proposed contract will
cover all 45 installed licenses and provide access to critical system updates as needed. The iFix SCADA software has
been utilized by the county since 2002. GE Intelligent Platforms, Inc., will provide the county in advance of providing
any services with a quote for annual license fees and any support services for approval. The annual contract dollar
amount will increase as the number of licensing units increase (reference Attachment 2, Contract).
Gray Matter Systems is the sole source provider (reference Attachment 3, Sole Source Waiver Request) for software
licensing and customer support for multiple third-party SCADA software systems that interface with GE Intelligent
Platforms, Inc., [Digital]’s iFix systems. Its software has been utilized by the county since 2002. Systems solely
provided by Gray Matter Systems include “WIN911,” the emergency notification software and “XL Reporter,” an
application in use to standardize and generate reports.
In addition, Gray Matter Systems is the only authorized representative in Florida for iFix, although iFix purchases are
made directly through GE Intelligent Platforms, Inc., [Digital]. Because Gray Matter Systems is either the only
authorized representative or the sole source provider of all PUD’s PLC-based SCADA software, Gray Matter Systems is
the most qualified provider of technical support.
The Gray Matter Systems sole source proposed contract (reference Atta chment 4, Contract) will provide continued
technical support and management of all reporting applications, extended distribution monitoring, network management
applications and emergency notifications at each plant. In addition to these services, Gray Matter provides services for
12/12/2017
critical wireless backup solutions for SCADA ensuring its enhanced reliability. Each of these applications supports the
continued compliance of the PUD. These contracts are for the sole use of the PUD.
Pursuant to Section Eleven, sub-paragraph 11 and Section 18 of the Collier County Procurement Ordinance 2017-08, as
amended, staff requests the Board find it is in the best interest of the county to standardize licensing and support services
with GE Intelligent Platforms, Inc., [Digital] and Gray Matter Systems for the PUD’s Supervisory Control and Data
Acquisition Systems.
FISCAL IMPACT: The source of funding for the future contract is available in, and is consistent with, the FY2018
Capital Budget approved by the Board September 28, 2017. The source of funding is the Water User Fee Fund (412)
and Wastewater User Fee Fund (414). The actual fiscal impact will depend on the number of required repairs and
installations of new assets; however, spending will not exceed $200,000 per year for GE Intelligent Platforms, Inc.,
[Digital] and $300,000 per year for Gray Matter Systems. The licensing and support cost with GE Intelligent Platforms
is nonrefundable per their contract and GE declines to modify the contract otherwise. A cursor y review of contracts
entered into by local government agencies with GE confirms that this is a standard contract of adhesion; that is, the
customer can take it or leave it. Staff believes that since GE’s software is utilized throughout the county, and th at the
county’s prior experience with the vendor has been positive, it is unlikely that the county would need or require a refund.
GROWTH MANAGEMENT IMPACT: This project meets current Growth Management Plan standards to ensure the
adequacy and availability of viable public facilities.
LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for
Board approval. -SRT
RECOMMENDATION: To standardize on GE Intelligent Platforms, Inc., [Digital] for SCADA software li censing
and support; standardize on Gray Matter Systems for Win911, XL Reporter software and support, and for iFix support;
and, authorize the Chair to sign and execute the attached agreements.
Prepared by: Mike Raabe, Principal Project Manager, Public Utilities Department
ATTACHMENT(S)
1. Waiver Request 167 - GE (PDF)
2. 17-7189 GE Digital Master_Rev_VendSign (PDF)
3. Waiver Request 168 - Gray Matter Systems (PDF)
4. 17-7189 - SCADA Licensing and Support - 10102017 (PDF)
5. Business Case Review (PDF)
6. Business Case (DOCX)
12/12/2017
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.C.1
Doc ID: 3772
Item Summary: Recommendation to standardize licensing and support services with GE
Intelligent Platforms, Inc. [Digital] and Gray Matter Systems for the Public Utilities D epartment’s
Supervisory Control and Data Acquisition Systems.
Meeting Date: 12/12/2017
Prepared by:
Title: Project Manager, Senior – Public Utilities Planning and Project Management
Name: Mike Raabe
10/11/2017 3:17 PM
Submitted by:
Title: Division Director - Public Utilities Eng – Public Utilities Planning and Project Management
Name: Tom Chmelik
10/11/2017 3:17 PM
Approved By:
Review:
Public Utilities Department Margie Hapke Additional Reviewer Completed 10/11/2017 3:58 PM
Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Completed 10/11/2017 4:28 PM
Water Steve Messner Additional Reviewer Completed 10/16/2017 9:21 AM
Wastewater Steve Messner Additional Reviewer Completed 10/16/2017 9:21 AM
Procurement Services Ted Coyman Additional Reviewer Completed 10/17/2017 5:56 PM
Public Utilities Operations Support Joseph Bellone Additional Reviewer Completed 10/26/2017 2:52 PM
Public Utilities Department Heather Bustos Level 1 Division Reviewer Completed 10/27/2017 11:55 AM
Public Utilities Department George Yilmaz Level 2 Division Administrator Review Completed 11/20/2017 4:32 PM
County Attorney's Office Scott Teach Level 2 Attorney Review Completed 11/21/2017 8:53 AM
County Attorney's Office Scott Teach Level 3 County Attorney's Office Review Completed 11/21/2017 8:54 AM
Office of Management and Budget Valerie Fleming Level 3 OMB Gatekeeper Review Completed 11/21/2017 2:41 PM
Office of Management and Budget Susan Usher Additional Reviewer Completed 11/28/2017 9:46 AM
County Manager's Office Nick Casalanguida Level 4 County Manager Review Completed 12/02/2017 11:37 AM
Board of County Commissioners MaryJo Brock Meeting Pending 12/12/2017 9:00 AM
Edward F. Coyman Jr.
Adam Northrup cn=adamnorthrup@colliergo
v.net
'00'04- 07:40:59 2017.07.13
tedcoyman@colliergo
v.net
Digitally signed by tedcoyman@colliergov.net
DN: cn=tedcoyman@colliergov.net
Date: 2017.07.18 17:30:39 -04'00'
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, Engineering and
Project Management Department, 3339 East Tamiami Trail, Suite 303, Naples, FL 34112 ("Customer'), on this day
of 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.
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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
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"). Customers 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:
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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: (1) 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.
S. 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.
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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.
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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.
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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.
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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, orjoint-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
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
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: nikeraabe@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
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
t1`Ac*.
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
(9
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.
GE
Sign ure
r" i Nl, CFU
Prini Name /Title
Za
Date
�1'(�lESS
11
Collier County Board of County Commissioners
Signature
Penny Taylor, Chairma
Print Name / Title
Date
Approved as to Form and Legality:
Deputy County Attorney
GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENT JULY 2017 GE CONFIDENTIAL
Appendix A
Product Specific Terms and Conditions
The following terms and conditions apply to 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. ThineWorx / 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 maybe 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
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
Adam Northrup
Edward F. Coyman Jr.
cn=adamnorthrup@collierg
ov.net
'00'04- 07:42:56 2017.07.13
tedcoyman@colliergo
v.net
Digitally signed by tedcoyman@colliergov.net
DN: cn=tedcoyman@colliergov.net
Date: 2017.07.18 17:32:03 -04'00'
A G R E E M E N T 17-7189
for
SCADA LICENSING AND SUPPORT
THIS AGREEMENT is made and entered into this day of ,
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 HMUSCADA 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."
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L-II
i
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:
Miles a
$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
Parkin
Actual cost of arkin
_ _
Taxi or Airport
Limousine
Actual cost of either taxi or airport
limousine
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Gray Matter Systems
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 # 85-80115966531 C-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: ik�e@collirray.e
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
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Agreement # 17-7189
Gray Matter Systems
N
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 (Error's 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
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Agreement # 17-7189
Gray Matter Systems
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 Cerlificate(s) and Collier Waiver Request for SCADA
License and Support services and products.
Page 5 of 10
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Gray Matter Systems
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.
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Agreement # 17-7189
Gray Matter Systems
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 ITEMSISERVICES. 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
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Agreement # 17-7189
Gray Matter Systems
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-,F.MOPS(&_coIIierqov. 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
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: COLLIER COUNTY, FLORIDA
Dwight E. Brock, Clerk of Courts
By: By.
Dated: Penny Talyor, Chairman
(SEAL)
Fi ess
11RRl1 ' ^J > 'LJ'1tc
TType/print witness name%
<r
Second XtLess
TType/print witness nameT
Approved as to Form and Legality:
Assistant County Attorney
Print Name
Gray Matters Systems
Operations
TType/print signature and title%
Page 9 of 10
Agreement 017-7189
Gray Matter Systems
EXHIBIT A
Pee 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
$1_60.00/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
OTETRA TECH
MEMO
To: Mike Raabe, P.E.
Collier County Public Utilities
From: Tyler Wainright, P.E.
Date: November 201h, 2017
Subject: SCADA Software Licensing for Water and Wastewater
Collier County Public Utilities (the County) currently utilizes software licensing and support for SCADA systems
throughout their water and wastewater systems from GE Intelligent Platforms Inc. and Gray Matter Systems. As the
County is currently in the process of renewing their contracts with both vendors, they have tasked Tetra Tech Inc.
to review the business case for the contract renewals for concurrence in accordance with standard industry
practices.
The County provided two documents to Tetra Tech for review:
1. A document entitled "iFix Licensing Business Case" dated February 14th, 2017
2. A document entitled "Executive Summary for GE and Gray Matter" dated August 11th, 2017
After our review, we believe that the findings of the business case are reasonable and support the staff
recommendations contained within the document.
Please note that Tetra Tech Inc. was not tasked with nor performed any review of the legal documentation regarding
the proposed contracts. Additionally, Tetra Tech has had no involvement with the procurement of these proposed
contracts. Our review of the supplied documentation was simply to review the recommendations provided by County
staff and confirm w he`Q(i(vtS QJJ ,jP oposals were in accordance with standard industry practices.
41,
Sincerely,0.
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Tetra Tech Inc. E.B. # 2429
Water, Environment, and Infrastructure
10600 Chevrolet Way, Suite 300 Estero FL 33928
Tel 239.390.1467 Fax 239.390.1769 tetratech.com
2/14/2017 Page 1 of 3
COLLIER COUNTY GOVERNMENT
PUBLIC UTILITIES ENGINEERING AND PROJECT MANAGEMENT DEPARTMENT
BUSINESS CASE FOR:
Recommendation to standardize on GE Intelligent Platforms, Inc. [Digital] and with Gray
Matter Systems for licensing and support for the Public Utilities Division’s Supervisory
Control and Data Acquisition systems, SCADA Software and Support Renewal Projects
71056 and 72541.
1. Approval of sole source contract renewal with GE Intelligent Platforms, Inc. [Digital] for the Proficy
HMI/SCADA – iFIX Software
Our existing SCADA systems require licensing of the iFIX software. The iFIX software has been
used by the county since 2002. Without licensing, the system is a non-compliant software platform
that is unsupported from the vendor.
PUD must ensure compliance in its water and waterwater processes. Without the SCADA systems to
operate, control, monitor and maintain all critical and dynamic processes required to provide and
sustain compliant water delivery and wastewater recovery, the integrity of the PUD will become at
risk.
2. Benefits of the project action
By renewing the licensing for the SCADA systems that operate, control, monitor and maintain all
critical operating systems for all water and wastewater processes, the PUD is ensuring a continued,
compliant and sustainable operation.
As the infrastructure of the SCADA system is built upon ages, hardware has to be replaced to
maintain compliance with existing and proposed Collier County IT policy. This infrastructure has to
also be compliant with ever changing regulations and guidelines provided by United States Homeland
Security standards, as well as other security (FERC) and operating permit governances (FDEP,
AWWA).
As the hardware is replaced, and the regulations and guidance change, the existing software may
become obsolete or unable to be upgraded. The licensing agreement provides an avenue for the PUD
to ensure the sustainment of compliant services to our customers now and in the future.
As testing and evaluation of existing county processes are performed, specific vulnerabilities could
become apparent that provide exposure to more risk than previously perceived. The licensing
agreement will provide access to specific remediation available from the SCADA vendor ensuring the
perceived risks are appropriately mitigated, allowing PUD to continue to provide at the specified level
of service standards already in place.
The licensing agreement also provides PUD with access to industry standard design and
implementation studies for utilities. GE Intelligent Platforms, Inc. [Digital] is a global leader in
SCADA systems, technically in process control, and specifically in water and wastewater plants.
This provides the PUD with direct access to hundreds of SCADA standards, ensuring existing
processes and protocols regarding SCADA implementations, design, networking and logic functions
are implemented in a consistent and appropriate method. This ensures that not only are our systems
2/14/2017 Page 2 of 3
reliable, functional and manageable, but also are proven in the industry and supportable from a
technology perspective.
Tangible benefits:
Provides access to industry standards for SCADA system design, networking and logic
functions
Mitigation of current and future vulnerabilities through access to vendor upgrades
Compliance with SCADA and control system security requirements
o US Homeland Security
o FERC
o AWWA
o FDEP
Access to support structure for emergency and non emergency scenario
o Phone support
o Data downloads and technical documentation
o Email and FAQ support
Intangible benefits:
Continue sustained compliance for processing of water and wastewater
Sustained level of service standards
Scalable solution that provides efficiencies gained through automation of previously manual
processes
Higher confidence in system due to operations sustainment
Standardized approach to system architecture
Economies of scale for operations and management
Cost-avoidance:
Software patches, upgrades available at reduced cost
Component trade in program
o Offsets component costs
Single contract for all licensing of SCADA
o Volume discount
Total cost of new SCADA systems deployment at all sites
Reduced contractor costs for maintenance of existing known issues
Given the tangible and intangible benefits, along with the cost avoidances, the PUD will more than
offset the cost of the contract renewal.
3. Risk of not taking the action
There are inherent risks associated with not taking action. If the PUD does not renew the contract,
the systems become unsupported in the eyes of the vendor. The vendor is under no obligation to
provide service, or respond to emergency response questions. These risks put in jeopardy, the
sustainability and compliancy of the PUD service to the public.
With the increasing reliance on technology and the speed at which technology becomes obsolete,
there are existing vulnerabilities that are already being exploited in other unsupported systems across
the nation. Without being able to leverage the experience from the vendor, the lessons learned are not
available and we are destined to repeat the same mistakes that may or may directly impact the
2/14/2017 Page 3 of 3
operability of the system, and therefore the compliance and sustainability of the products delivered to
the public.
Describe what can go wrong and how likely that is to occur if the action/project were not done. Build
off of the benefits which would not occur (potential to affect compliance, savings not realized, etc.)
4. Why is this action the best value solution
The contract renewal is the best option available. The existing SCADA systems are in place. The
contract to support the existing systems and to maintain their compliance is far cheaper than to
completely replace the entire systems across board. At that point, the ongoing cost for any other
system would then incur the same licensing agreement.
Licensing agreements are based upon the number of clients or nodes used to control the system. The
agreement from GE Intelligent Platforms, [Digital] is executed through the distributor for the state of
Florida, Gray Matter Systems, Inc.
Gray Matter also provides a valuable service in this contract as they provide integration efforts and
support interfacing with GE Intelligent Platforms, Inc. [Digital].
5. Other options to the action
Do not renew – by not renewing the contract with GE Intelligent Platforms, Inc. [Digital] the PUD
will be unsupported in our mission critical systems, unable to migrate to the new applications and
versions that provide responses to known risks in the industry.
Replacement of entire systems – replacing the entire system is a huge capital cost that would be over
$2,000,000 to implement at all the plants. The timeframe to support a replacement of all systems
would be multiyear, during which time; the remaining systems would require a licensing contract to
ensure their compliance during the phased approach. The PUD could not risk replacing all systems at
one time. This approach would jeopardize the sustainability of supply and capacity to the existing
customer base.
6. Staff assessment and recommendation of fair and reasonable
The requested approach standardizing on GE Intelligent Platforms, Inc. [Digital] is the most efficient
and cost effectively solution available to provide a compliant SCADA system to support the existing
level of service requirement.
Mike Raabe, Senior Project Manager, PPMD, Public Utilities Division, 2.16.17