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#11-5752 Amendment #1 (GE Intelligent Platforms, Inc.)EXHIBIT A -I Contract Amendment No. 1 11- 5752 "GE Intelligent Platforms" December 1C1 This amendment, dated Sapt®naber 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. ATT C�eeaa�e- SeEeta�y /'Witness By: TiOuL. ✓(3�{j�� Dated: ` /tyl Z ATTEST: D Approved as to form and Legal sufficiency: e—ssistan-t C my At rney Firm GE Intelligent Platforms, Inc. By: CD ot -„-,� M Tzz.0 Title: P.- c,dac+ CMS 61L bal Cc-, -e Dated: g%:24 / �Zo � Z OWNER: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: �d W coy ir- , Ch ,r Exhibit Al -A STATEMENT OF WORK (SOW) #7807 GE Intelligent Platforms, Inc. Proficy GlobalCare Complete Support Terms and GEIP — GC Complete — 100111 As modified by the parties Conditions 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.ge- ip.com /support during the term of this agreement. GE may from time to time make other downloads such as Developer Downloads and 1/0 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 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. 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. 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. 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. 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 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. 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 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. 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. 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.