Backup Documents 12/11-12/2012 Item #16C 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SI1l6 v 4
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines#1 through#4 as appropriate for additional signatures,dates,and/or information needed.If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#4,complete the checklist,and forward to Ian Mitchell(line#5).
Route to Addressee(s) Office Initials Date
(List in routing order)
1.
2.
3.
4. Emily R.Pepin, Esq. County Attorney Office ?,r)
cx
5. BCC Office Board of County Commissioners
■z.12.o It 2.
6. Minutes and Records Clerk of Court's Office
Wm (420AZ-
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending BCC approval.Normally the primary contact is the person who created/prepared the executive
summary.Primary contact information is needed in the event one of the addressees above,including Ian Mitchell,need to contact staff for additional or missing
information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the
item.)
Name of Primary Staff Nicole Parker Phone Number 252-4270
Contact
Agenda Date Item was December 11,2012 Agenda Item Number 16.C.4
Approved by the BCC
Type of Document "GE Intelligent Platforms" 11-5752 Number of Original 2
Attached Documents Attached
INSTRUCTIONS&CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney. This includes signature pages from ordinances,
resolutions,etc. signed by the County Attorney's Office and signature pages from
e)19
contracts,agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and possibly State Officials.)
2. All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other parties except the BCC Chairman and the Clerk to the Board
3. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's {!�
signature and initials are required. r
5. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. N/
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines! P_�
6. The document was approved by the BCC on 13bt!acna (enter date)and all chan s
made during the meeting have been incorporated in the attached document.Th
County Attorney's Office has reviewed the changes,if applicable.
1:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05,Revised 9.18.09
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MEMORANDUM
Date: December 31, 2012
To: Nicole Parker, Purchasing Technician
Purchasing Department
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Contract #11-5752 Amendment No. 1
Contractor: "GE Intelligent Platforms, Inc."
Attached for your records is an original copy of the contract referenced above,
(Item #16C4) approved by the Board of County Commissioners December 11, 2012.
The second original will be held on file in the Minutes and Record's Department for
the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
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Intelligent Platforms
a 20 Jody Markopoulos
Col 1? President and CEO
L' t
P� �Q 2500 Austin Drive
S
B Charlottesville,VA 22911
USA
T 434 978-6441
F 434 978-6435
CERTIFICATE
I,Jody A. Markopoulos, President&Chief Executive Officer of GE Intelligent Platforms, Inc.,a Delaware
corporation, hereby certifies that Donna Izzo,who holds the position of Product General Manager-
Globalcare, is duly authorized to execute and deliver all contracts, amendments, change orders and
other agreements related to Globalcare in the name of and on behalf of GE Intelligent Platforms, Inc.
("GEIP").
I further certify that the foregoing is consistent with the Signing Authority Matrix and By-laws of GEIP.
IN WITNSS WHEREOF, I have executed this certificate and caused it to be duly notarized hereunder on
the3ay of • tober, 2012.
A /Jou-
7 _
Jody A. Markopoulos
President&Chief Executive Officer
City/County of Pc\\'Jej`AGL-✓«--
Commonwealth of Virginia
The foregoing instrument was acknowledged before me this .3day of October, 2012 by
Sod\ McLVlt_o`P owl 0
No ar Public
Notar registrati. ser: 1 -7D9
I I
My commission expires:-31. 201 S
Embossed Hereon Is My
Commonwealth Of Virginia Notary Pubic Seal
My Commission Expires January 31,2015
MEGAN BATfAILE
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EXHIBIT A-1 Contract Amendment No. 1
11-5752 "GE Intelligent Platforms"
December 'CJ'
This amendment, dated September 11 th , 2012 to the referenced agreement shall be by and
between the parties to the original agreement, GE Intelligent Platforms, Inc., and Collier
County,Florida,(to be referred to as"County").
RE: Contract# 11-5752 "GE Intelligent Platforms"
In order to continue the services provided for in the original Contract document referenced above,
GE Intelligent Platforms, Inc. agrees to amend the above referenced Contract to include new
software support licensing agreements in the amount of sixty thousand three hundred forty two
dollars and three cents ($60,342.03) as described in Exhibit Al-A "Statement of Work #7807",
attached herein and incorporated by reference.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, GE Intelligent Platforms, Inc. and County have each, respectively, by
an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below.
Firm
ATT
Geate-Seefe4tfy/Witness GE Intelligent Platforms,Inc.
By: By: �er,r,c� M„ TzzC
Dated: 9.t y/ Z Title: GM, 61 obed Care_
Dated: 9/;2q/9-0/5z_
ATTEST OWNER:
A _e ..., i BOARD OF COUNTY COMMI .IONERS
"y4"' l COLLIER COUNTY, FLORIDA
By: yam' " -'
frtcl W. Coy'-e.1 CIA•Irr
Approved as to form and
Legal sufficiency:
;so.AA
• ssistant C:my At Forney
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Exhibit Al-A
GEIP—GC Complete—100111
As modified by the parties
STATEMENT OF WORK (SOW) #7807
GE Intelligent Platforms, Inc.
Proficy GlobalCare Complete Support Terms and Conditions
1. Services. With respect to the Licensed Application Software (as defined in the underlying License
Agreement, "Application Software"), GE Intelligent Platforms, Inc. will provide the following services during
the applicable period:
1.1.Telephone Support. GE will provide support consultation to Customer regarding use and operation of the
Application Software. Such consultation will include telephone call back or web-based communication
and will be available 8:00 A.M. to 8:00 P.M. E.S.T. or 9:00 A.M. to 5:00 P.M. Mean Time Europe or 9:00
A.M. to 6:00 P.M. China Standard Time, as applicable, Monday through Friday, excluding holidays at
the customer care location. GE will provide the Customer with direct telephone support consultation
and/or web-based communication that shall be available 24 hours a day, 7 days a week in cases of
emergencies. Such emergencies include when the entire system is down or an existing mission critical
product feature is inoperable resulting in disruption or product outage. GE reserves the right to limit the
number of authorized callers when deemed necessary by GE in its sole discretion. Once such a limit
has been imposed, Customer may register additional individuals for an additional fee. Customer will
also have access to the Online Knowledge Base 24 hours a day, 7 days a week. The Online
Knowledge Base provides access to support reference information including articles, white papers, error
messages, sample code, and developer downloads. A Knowledge Base CD enables access to the
Knowledge Base when not connected to the Internet. The Knowledge Base CD will be distributed to
Customer (a) upon commencement of any initial or renewal GlobalCare term, and (b) at any other time
upon reasonable request from Customer.
1.2.Problem Solving. GE technical personnel will be assigned to attempt correction of problems in the
Application Software discovered by Customer and reported to GE in sufficient detail to permit GE to
reproduce such problems. Customers are advised that remote access trouble-shooting tools may be
called for in order to assist efforts to correct problems, and that such efforts may be impaired if the
customer is unable to accommodate the use of such tools. Corrections made by GE to such problems
will be available for download by Customer, or, at GE's option, GE may provide such problem correction
through its next scheduled release of the Application Software. GE's obligation in such regard shall be
to use its reasonable efforts to correct such problems; however, GE does not warrant that all such
reported problems will be corrected. In the event a reported problem is determined to be of Customer
origin, GE may bill Customer at GE's then current per diem rates for any time expended in an effort to
correct such problem.
1.3.Enhancements. GE will provide the Customer with notice of all Service Pack enhancements for the
current version of the Application Software that are released during the term of this agreement ("Service
Packs"), all software improvement modules for the Application Software version that are released during
the term of this agreement ("SIMs"), and all Application Software version upgrades that are released
during the term of this agreement ("Upgrades"), at no additional charge, with exceptions noted as
follows. GE reserves the right to charge for significant new product functionality introduced in major
product releases ("Major Feature"). Major features are features that are licensed separately and will be
additional to the base configuration that the Customer is already licensed to use. Service Packs, SIMs,
and Upgrades are provided for the quantity of registered Application Software systems on site. Service
Packs, SIMs, and Upgrades apply only to the Application Software and do not include any updates,
enhancements, service packs, or upgrades to the operating system or other software. The Customer
may order any of the Service Packs, SIMs, and/or Upgrades by visiting www.qe-ip.com/support during
the term of this agreement. GE may from time to time make other downloads such as Developer
Downloads and I/O Drivers available to Customer("Other Downloads").
1.4.Application Software Terms. All Service Packs, SIMs, Upgrades, corrections, updates, enhancements,
documentation, modifications, Other Downloads and other such supporting materials furnished to
Customer hereunder shall be considered part of the Application Software and subject to all the terms
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and conditions of the License Agreement, including those provisions limiting the use of the Application
Software to the computer upon which it was initially installed as authorized by the License Agreement.
2. Warranty. GE warrants to the Customer that services provided hereunder shall be performed in a manner
consistent with standard commercial practices in the industry. If any failure to meet this warranty appears
within ninety (90) days after completion of the specific services in question, GE will correct any such failure
by reperforming any defective portion of the services furnished. If reperformance is not practicable, GE will
furnish, without charge, services in an amount essentially equal to those which, in GE's sole judgment,
would have been required for reperformance. The warranties and remedies set forth herein are conditioned
upon: (i) proper installation, use, and maintenance of the Application Software and the proper design and
configuration of the system into which the Application Software is installed, and conformance with any
applicable recommendations of GE; and (ii) Customer promptly notifying GE of any defects and making any
personnel, software or computer systems available as necessary. The preceding sets forth the exclusive
remedy for all claims based on failure of, or defect in, services provided hereunder, whether the failure or
defect arises before or during the warranty period, and whether a claim, however instituted, is based on
contract, indemnity, warranty, tort (including negligence), strict liability or otherwise. Upon the expiration of
the warranty period, all such liability shall terminate. THE FOREGOING WARRANTIES ARE EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY.
NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE SHALL
APPLY. GE DOES NOT WARRANT ANY PRODUCTS OR SERVICES OF OTHERS WHICH CUSTOMER
HAS DESIGNATED.
3. Limit of Liability. GE'S LIABILITY ON ALL CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT,
INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,
FOR ALL LOSSES OR DAMAGES ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY
SERVICES COVERED BY OR FURNISHED UNDER THESE TERMS AND CONDITIONS (INCLUDING
REMEDIAL WARRANTY EFFORTS), OR FROM THE PERFORMANCE OR BREACH OF THESE TERMS
AND CONDITIONS, SHALL IN NO CASE EXCEED THE ANNUAL CONTRACT PRICE OF THE SUPPORT
SERVICES FURNISHED HEREUNDER. ALL SUCH LIABILITY SHALL TERMINATE UPON THE
EXPIRATION OF THE WARRANTY PERIOD SPECIFIED IN SECTION 2 ABOVE.
4. Exclusion of Consequential Damages. IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY,
WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL GE, ITS
EMPLOYEES AND SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE,
LOSS OF USE OF ANY PROPERTY, COST OF CAPITAL, COST OF PURCHASED POWER, COST OF
SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF
CUSTOMERS OF THE CUSTOMER FOR SUCH DAMAGES.
5. Gratuitous Advice. If GE furnishes the Customer with advice or assistance concerning any products or
systems which is not required pursuant to these terms and conditions, the furnishing of such advice or
assistance will not subject GE to any liability, whether in contract, indemnity, warranty, tort (including
negligence), strict liability or otherwise.
6. Restrictions on Assignment. Customer may not assign or transfer this agreement without GE's prior
written agreement.
7. Conditions of Service. The Application Software must be unmodified and in normal operating condition,
and maintained at the latest release or revision level, and must contain the minimum equipment
configuration at the revision level specified by GE. Customer must consult with GE before performing any
upgrades on any third party software required to run the Application Software.
8. Term and Termination
8.1.GlobalCare Support dates of service will be as stated on the Customer's GlobalCare Support program
certificate. Customer shall have the right to renew GlobalCare Support on a yearly basis as provided
herein, subject to continuation of the program for the product(s) and payment of the applicable GE
yearly service fee then in effect.
8.2.GE shall notify Customer that the applicable service period is ending, no less than thirty (30) days prior
to expiration. Timely payment of the applicable yearly service fee, as provided in Section 9 below, shall
16 C4
extend Support Services. If payment is not received as set forth herein, Support Services will be
terminated, and Customer will be placed on inactive status. The Customer may reactivate Support
Services thereafter by paying a re-instatement fee.
8.3.GE may alter, discontinue, or refuse to permit the renewal of, any GlobalCare Support Program with
respect to any or all products at any time. Customers will be notified of any alterations or planned
discontinuations in a program at the time of the commencement of any initial or renewal term of such
program. In the event of a discontinuation of a program, GE will continue to provide program support to
existing Customers, subject to payment of the applicable GE yearly service fee then in effect, until the
expiration of the Customer's initial or renewal term.
8.4.Support Services hereunder shall automatically terminate in the event the License Agreement is
terminated.
9. Charges and Payment Terms
9.1.GE may adjust its applicable yearly service fee for GlobalCare Support either up or down for each
renewal year following the initial period of its provision of GlobalCare Support, provided that GE notifies
Customer of the amount of such adjustment at least thirty (30) days in advance of each such renewal.
9.2.Charges for each renewal year of Support Services are due upon renewal and shall be paid in
accordance with Section 218.70, Fla. Stats., otherwise known as the "Local Government Prompt
Payment Act".
9.3.The Not to Exceed annual cost for Licensing and Service is Sixty Thousand Three Hundred Forty
Two Dollars and Three Cents ($60,342.03).
10. Use of Technical Information. With respect to any technical information that the Customer may provide to
GE in connection with the GlobalCare Support, GE may use such information for the limited purposes of
writing and posting technical notes on the support services website and Knowledge Base CD and compiling
aggregate data, for internal use only, on the frequency and type of support services requested. GE will not
utilize such technical information in any form that personally identifies the Customer.
11. General Provisions.
11.1. These Terms and Conditions, along with the End User License Agreement attached as Exhibit A,
contain the complete agreement between the parties, and no modification, amendment, rescission,
waiver or other change will be binding on GE unless agreed to in writing by GE's authorized
representative. Any oral or written representation, warranty, course of dealing or trade usage not
contained or referenced herein will not be binding on GE. The invalidity, in whole or part, of any
sections or subsections hereof shall not affect the remainder of such section or subsection or any other
section or subsection hereof.
11.2. This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of
law provisions. The provisions of the United Nations Convention on the International Sale of Goods
shall not apply to this Agreement.
11.3. Customer shall not transmit to GE any information, suggestions, or ideas claimed by Customer to be
confidential except pursuant to a writing, signed by an authorized representative of GE, which identifies
such information and addresses its confidentiality.
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GEIP - EULA - 091211
GE Intelligent Platforms, Inc. ("GE")
End User License Agreement
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE OPENING THIS
PACKAGE OR SIGNIFYING YOUR ACCEPTANCE BY CLICKING THE APPROPRIATE DIALOG BOX.
OPENING THIS PACKAGE OR CLICKING THE APPROPRIATE DIALOG BOX OR USING ANY PART OF THE
SOFTWARE SIGNIFIES YOUR ACCEPTANCE AS "CUSTOMER" OF THESE TERMS AND CONDITIONS. IF
YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PACKAGE UNOPENED AND
UNUSED ALONG WITH ANY OTHER ITEM THAT WAS INCLUDED IN THE SAME CATALOG NUMBER FOR
FULL CREDIT.
1. DEFINITIONS
1.1 "Application Software" shall mean those portions of the Licensed Software, in object code form only,
created by GE.
1.2 "Designated Computer" shall mean the one (1) computer upon which Customer shall run the Licensed
Software.
1.3 "Third Party Software" shall mean software, including but not limited to operating systems, owned or
licensed by a third party that is supplied to Customer by GE.
1.4 "Licensed Software" shall mean the Application Software plus any other software (including Third Party
Software), in object code form only, supplied by GE pursuant to this Agreement. If no operating system software
is included in the software provided under this Agreement, Customer must make provision for any required
operating system software licenses.
2. LICENSE
2.1 Except as provided in Section 2.2 below, Customer is granted only a personal, non-transferable,
nonexclusive license to install and use one copy of the Licensed Software only on the Designated Computer.
Customer may make one copy of the Licensed Software in machine readable form for backup purposes in
support of Customer's use of the Licensed Software on the Designated Computer. No other copies shall be
made unless authorized in writing by GE. Customer may not modify, reverse compile or disassemble the
software. The Licensed Software, comprising proprietary trade secret information of GE and/or its licensors,
shall be held in confidence by Customer and protected from copying or disclosure to third parties. No title to the
intellectual property is transferred. Customer must reproduce and always include all applicable copyright
notices and proprietary markings on any copy. Customer hereby acknowledges and agrees that any Licensed
Software that is embedded within GE hardware, shall be used, redistributed and/or resold only to the extent
permissible under this Agreement and only embedded within the GE hardware with which it was provided.
2.2 If Customer is an authorized GE distributor or an Original Equipment Manufacturer or a system provider
who incorporates the Licensed Software into its equipment or system for sale to an end user, or if Customer
uses the Licensed Software to create redistributables, Customer may only transfer the Licensed Software to an
end user provided that the end user agrees to be bound by the provisions of this Agreement. Customer shall
use its best efforts to enforce its agreement with customers made in accordance with this section, and shall
promptly report any violation or suspected violation to GE.
2.3 All rights and benefits afforded to GE under this Agreement shall apply equally to the owner of the Third
Party Software and its licensors (collectively, the "Third Parties") with respect to the Third Party Software. The
Third Parties are intended third party beneficiaries of this Agreement. The provisions of this Agreement relating
to the Licensed Software, as the same incorporate Third Party Software, are made expressly for the benefit of,
and are enforceable by, the Third Parties. The Third Parties retain title to the Third Party Software. Unless
the Third Parties extend a pass-through warranty covering the Third Party Software to Customer, all
Third Party Software is provided "AS IS" without warranty of any kind, and the Third Parties disclaim all
warranties, either express or implied, including but not limited to the implied warranties of
merchantability, title, non-infringement or fitness for a particular purpose with regard to the Third Party
Software. The Third Parties shall not have any liability for special, indirect, punitive, incidental or
consequential damages.
2.4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF CUSTOMER TRANSFERS POSSESSION OF
ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER PARTY WITHOUT WRITTEN CONSENT OF GE,
THIS LICENSE IS AUTOMATICALLY TERMINATED. Any attempt otherwise to sublicense, assign or transfer
any of the right, duties or obligations hereunder is void.
2.5 If the Licensed Software or associated documentation is provided to any U.S. Government entity, unit,
or agency, the restrictions set forth at section 52.227-19(c) ("Commercial computer software - restricted rights")
of the Federal Acquisition Regulations (FARs) shall apply. If the Licensed Software or associated
documentation is provided to the U.S. Government, Department of Defense (DOD), or any entity, unit, or agency
16 C4
thereof, the restrictions set forth at section 252.227-7015 ("Technical Data - Commercial Items") and section
252.227-7013(c)(1) ("Technical Data - Restricted Rights") of the DOD FAR Supplement (DFARS) shall also
apply.
3. WARRANTY
3.1 GE warrants that the Application Software will be in substantial conformance with the manual pertaining
thereto as of the date of shipment by GE. If, within ninety (90) days of date of shipment it is shown that the
Application Software does not meet this warranty, GE will, at its option, either correct the defect or error in the
Application Software, free of charge, or make available to Customer satisfactory substitute software, or, if none
of the foregoing is reasonably available, return to Customer all payments made as license fees and terminate
the license with respect to the Application Software affected. GE does not warrant that operation of the
Application Software will be uninterrupted or error free or that it will meet Customer's needs. All other portions
of the Licensed Software are provided "as is"without warranty of any kind.
3.2 GE warrants that the media on which the Application Software is delivered will be free from defects in
material or workmanship under normal use and service for a period of ninety (90) days from the date of delivery.
If any defects are discovered in the media and reported by Customer within ninety (90) days after delivery, GE
shall, at no cost to Customer, upon return of media to GE, replace the media and deliver to Customer a new and
complete copy of the Application Software.
3.3 Any modification to the Licensed Software by the Customer without the express written consent of GE
shall void the warranty.
3.4 WITH RESPECT TO THE SOFTWARE WHICH IS THE SUBJECT OF THIS AGREEMENT, THE
FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH
RESPECT TO THE LICENSED SOFTWARE WHETHER WRITTEN, ORAL, IMPLIED OR STATUTORY. NO
IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE SHALL APPLY. NO WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING, OR USAGE OF TRADE SHALL APPLY.
4. LIMITATION OF LIABILITY
4.1 IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE SHALL GE OR ITS SUPPLIERS BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE, LOSS OF USE OF THE LICENSED
SOFTWARE OR ANY PART THEREOF OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO ASSOCIATED
EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES OR
REPLACEMENT POWER, DOWN TIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS AND
TRANSFEREES FOR SUCH DAMAGES EVEN IF GE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
4.2 EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, WHETHER BASED ON
CONTRACT, INDEMNITY, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE, SHALL GE'S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR
RESULTING FROM THIS AGREEMENT, OR FROM ITS PERFORMANCE OR BREACH, OR FROM THE
LICENSED SOFTWARE OR ANY PART THEREOF, OR FROM ANY SERVICE FURNISHED HEREUNDER,
EXCEED THE FEES PAID BY CUSTOMER FOR THE LICENSED SOFTWARE. ALL SUCH LIABILITY SHALL
TERMINATE UPON THE TERMINATION OF THE WARRANTY PERIOD AS SET FORTH IN SECTION 3.
4.3 If GE furnishes Customer with advice or other assistance which concerns Licensed Software or any
portion thereof supplied hereunder or any system or equipment on which any such software may be installed
and which is not required pursuant to this Agreement, the furnishing of such advice or assistance will not subject
GE to any liability, whether in contract, indemnity, warranty, tort, (including negligence), strict liability, or
otherwise.
4.4 The products to be licensed or sold hereunder are not intended for use in any nuclear, chemical or
weapons production facility or activity, or other activity where failure of the products could lead directly to death,
personal injury or severe physical or environmental damage. If so used, GE disclaims all liability for any
damages arising as a result of the hazardous nature of the business in question, including but not limited to
nuclear, chemical or environmental damage, injury or contamination, and Customer shall indemnify, hold
harmless and defend GE, its officers, directors, employees and agents against all such liability, whether based
on contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, regardless of whether
GE had knowledge of the possibility of such damages. The foregoing indemnification shall not constitute a
waiver of sovereign immunity or extend the parties liability beyond the limits established in Section 768.28 of the
Florida Statutes.
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5. ' INDEMNITY
5.1 GE warrants that the Application Software shall be delivered free of any rightful claim for infringement of
any United States patent, copyright, trademark or trade secret. If notified promptly in writing and given authority,
information and assistance, GE shall defend, or may settle, at its expense, any suit or proceeding against
Customer so far as based on a claimed infringement which would result in a breach of this warranty and GE
shall pay all damages and costs awarded therein against Customer due to such breach. In case the Application
Software is in such suit held to constitute such an infringement and its use is enjoined, GE shall, at its expense
and option, either procure for Customer the right to continued use, or replace same with a non-infringing product
or part, or modify the Application Software so that it becomes non-infringing, or remove the software and refund
the license charge pertaining thereto (less reasonable depreciation for any period of use) and any transportation
costs separately paid by Customer. The foregoing states the entire liability of GE for patent, copyright,
trademark and trade secret infringement by the Licensed Software or any part thereof.
5.2 The indemnity under the preceding paragraph shall not apply to any use of Application Software in
conjunction with any other product in a combination not furnished by GE as a part of this transaction. As to any
such use in such combination, or any improper or unauthorized use, installation, or operation of the Application
Software, GE assumes no liability whatsoever for patent, copyright, trademark or trade secret infringement and
Customer will hold GE harmless against any infringement claims arising therefrom (including, but not limited to
reasonable attorney's fees). The foregoing indemnification shall not constitute a waiver of sovereign immunity or
extend the parties liability beyond the limits established in Section 768.28 of the Florida Statutes.
6. TERM AND TERMINATION
6.1 Customer may terminate the license granted hereunder at any time by destroying the Licensed
Software together with all copies thereof and notifying GE in writing that all use of the Licensed Software has
ceased and that the Licensed Software has been destroyed.
6.2 GE, upon thirty (30) days notice, may terminate this Agreement and/or any license hereunder if
Customer fails to perform any obligation or undertaking to be performed by it under this Agreement or if
Customer attempts to assign this Agreement without the prior written consent of GE. Within twenty (20) days
after any such termination of this Agreement, Customer shall certify in writing to GE that all use of the Licensed
Software or the affected portion thereof has ceased, and that the Licensed Software or portion thereof has been
returned or destroyed, in accordance with GE's instructions.
6.3 Sections 4, 6 and 7 of this Agreement shall survive any expiration or termination and remain in effect.
Termination of this Agreement or any license hereunder shall not relieve Customer of its obligation to pay any
and all outstanding charges hereunder nor entitle Customer to any refund of such charges previously paid.
7. EXPORT
If Customer intends to export (or reexport), directly or indirectly, the software products or technical data
relating thereto supplied hereunder or any portion thereof, it is Customer's responsibility to assure compliance
with U.S. and any other applicable governmental export control laws and, if appropriate, to secure any required
export licenses or approvals in Customer's own name. Customer is also responsible for the accuracy and
completeness of any information or certification Customer provides for purposes of export control compliance.
8. PAYMENT TERMS
All quoted charges arising pursuant to this Agreement are due upon delivery of the Licensed Software or
any hardware delivered as part of the same Customer order(whichever is earlier) to which such charges pertain
and shall be paid in accordance with Section 218.70, Fla. Stats., otherwise known as the "Local Government
Prompt Payment Act.". Prices quoted are exclusive of all sales, use, and excise taxes (and any other
assessments in the nature of taxes however designated). Customer shall pay all import duties and registration
fees and all sales, use and excise taxes (and any other assessments in the nature of taxes however designated)
arising from the licensing of the Licensed Software hereunder, exclusive of taxes based on GE's net income.
Collier County, Florida as a political subdivision of the State of Florida, is exempt from payment of Florida sales
tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption #21-07-019995-53c.
9. FORCE MAJEURE
GE shall not be responsible for failures to fulfill its obligations under this Agreement due to causes beyond
its control.
10. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law
provisions. The provisions of the United Nations Convention on the International Sale of Goods shall not apply
to this Agreement.
16 C4
11. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement with respect to the subject matter hereof and supersedes
all proposals, oral or written, all previous negotiations and all other communications between the parties with
respect to the subject matter hereof. These terms and conditions shall prevail, notwithstanding any different,
conflicting, or additional terms and conditions that may appear on any purchase order or other instrument
submitted by Customer. Deviation from these terms and conditions are not valid unless confirmed in writing by
an authorized representative of GE. The invalidity of any portion of this Agreement shall not affect the
remainder of this Agreement.
CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT
AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. CUSTOMER FURTHER AGREES THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN CUSTOMER AND
GE AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
FURTHER, NO CHANGE OR AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS
AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF GE
AND CUSTOMER.
Should you have any questions concerning this Agreement, you may contact GE by contacting: Legal
Department, GE Intelligent Platforms, 2500 Austin Drive, Charlottesville, VA 22911 or 1-800-433-2682.