Agreement with GE Digital
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GE DIGITAL
MASTER FRAMEWORK
SOFTWARE AND SUPPORT AGREEMENT
Customer and GE Digital (“Supplier”) acknowledge that this Agreement shall govern Customer’s use of the
Offerings. Supplier and Customer may be referred to individually as a “Party” and collectively as the “Parties.” This
Agreement includes the Software Terms and Support Services Terms set forth in Appendix 1 attached hereto
(“Product Terms") provided however that this Agreement shall not govern Professional Services and Cloud Terms.
This Agreement, along with all applicable schedules, exhibits, and addenda incorporated into each, and any Ordering
Documents (as defined below) entered by Supplier and Customer, form the Supplier Master Framework Software and
Support (“Agreement”) between Supplier and Customer. Any authorization by Customer to furnish the Offerings or
order placed by Customer for Offerings is deemed acceptance of this Agreement.
1. Scope
1.1. Scope of Master Framework. This Agreement governs the Software and Support Services identified
under a proposal, statement of work, quote, activation schedule, or any other written agreement executed by the
Parties, (“Ordering Documents”). “Offerings” include the following products and services made available or provided
to Customer by or for Supplier or its Affiliate: computer software (either by means of digital download or on physical
media) excluding Third Party Products and Services under Section 2.4 of this Agreement (“Software”); and support
programs (“Support Services”) under Appendix 1.
1.2. Affiliates. Subject to Supplier’s compliance requirements and to the written agreement of the Parties in a
form provided by Supplier and Affiliates of Customer may enter Ordering Documents, in each case subject to the
terms and conditions of this Agreement. “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.
For clarity, the terms “Party” or “Parties” used in a separate Ordering Document will refer only to the entities directly
entering into the Ordering Document.
2. Offerings
2.1. Use of Offerings. Subject to the terms and conditions of this Agreement, Supplier grants Customer a
limited, non-transferable, non-exclusive, non-sublicensable right during the Term to access and use the Software that
Supplier makes available to Customer pursuant to an Ordering Document and any then current documentation
(whether online, printed) for such Offering published by Supplier (“Documentation”), for Customer’s internal business
purposes, and in accordance with the Ordering Document.
2.2. Restrictions on Use of Offerings. Customer may access and use (and permit access to and use of)
Offerings only in compliance with this Agreement, the Policies, available at www.gevernova.com/sustainability/
policies-reports,the related Documentation, and all applicable laws. Customer will not:
(a) access or use any Offering: (i) in a manner (1) that would violate a third party’s legal rights, (2) that is
threatening, abusive, defamatory, obscene, libelous, invasive of another’s privacy, or discriminatory, or (3) intended to
improperly avoid incurring fees, to exceed usage limits, or to reduce the number of licenses that access or use the
Offering; (ii) to compete with Supplier or to develop a similar product or service; (iii) through improper or unauthorized
means; or (iv) in connection with training a machine learning or artificial intelligence system or model;
(b) except as expressly permitted under applicable law, disclose or make available to third parties, export,
reproduce, modify, adapt, translate, port, download, store, create derivative works of, or attempt to decompile,
disassemble, or otherwise reverse engineer all or any portion (including any functionality) of any Offering, or
incorporate any Offering into any other product or service (including platforms or cloud environments) not provided by
Supplier;
(c) breach, circumvent, remove, disable, or otherwise limit the effectiveness of (or attempt to do so) any technical
protections, security measures, or other limitations contained in any Offering, or perform any security testing of any
Offering or any associated servers or infrastructure;
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(d) assign, sublicense, transfer, pledge, rent, loan, share, or otherwise make available all or any portion of any
Offering (including any functionality of any Offering) to a third party (whether through a network or file-sharing service,
hosting or application services provider, service bureau, software-as-a-service, or any other technology or service);
(e) remove any legal notice from any Offering, Documentation, or related material;
(f) combine any Offering that constitutes Software with any software that is distributed as “free software,” “open
source software,” or under a similar licensing or distribution model (“Open Source Software”) in any manner that
could cause, or could be interpreted to cause, the Offering (or any modification of the Offering) to become subject to
the license terms of such Open Source Software; or
(g) interfere with or otherwise disrupt (or attempt to do so) the integrity, performance, or operation of any Offering
or any data contained in any Offering, including by introducing any viruses, malware, or any item of destructive nature
through the Offering.
If Customer becomes aware of any violation of the foregoing by any person, Customer will immediately terminate
such person’s access to the Offering and notify Supplier in writing.
2.3. Customer Content. With respect to all data, software, tools, materials, and information provided by
Customer for use in connection with the Offerings (“Customer Content”) Customer is solely responsible, and Supplier
has no liability, for:
(a) compliance of Customer Content with the Data Protection Plans, applicable Documentation, and applicable
laws related to the use, storage, and processing of Customer Content;
(b) the accuracy, completeness, and timeliness of Customer Content;
(c) maintaining the security, privacy, and backup of Customer Content;
(d) securing all necessary rights and permissions to provide Customer Content to Supplier and to use Customer
Content with the Offerings;
(e) any third party claims (including infringement of third party intellectual property rights) relating to the Customer
Content; and
(f) proper handling and processing of notices sent to Customer (or any of Customer’s Affiliates) by any person
claiming that Customer Content violates such person’s rights, including notices pursuant to the U.S. Digital
Millennium Copyright Act or similar laws of other countries.
2.4. Third Party Products and Services. If Customer accesses and uses any products (including software and
cloud services) and services for an Offering that is are offered to Customer under a separate agreement with a third
party (“Third Party Products and Services”), then Customer’s agreement with the third party will be solely between
Customer and such third party. If Customer subscribes to any Third Party Products and Services, Customer
consents to Supplier sharing with the third-party provider: (i) Customer contact and account information, (ii) Customer
Content in connection with Customer’s use of the Third-Party Products and Services, and (iii) additional information, if
any, disclosed in writing to Customer in connection with the Third-Party Products and Services. Supplier shall have no
warranty, support, maintenance, or other obligations or liability under this Agreement with respect to Third Party
Products and Services.
2.5. Warranties. All warranties and remedies with respect to an Offering will be set forth in applicable Product
Terms. Warranties and remedies are conditioned upon: (a) Customer’s access to and use of such Offering in
accordance with the terms and conditions of this Agreement; (b) Customer’s use, maintenance, and updating of the
Offerings in accordance with the applicable Documentation; (c) Customer’s proper design, operation and
configuration of the system into or which the Offering is accessed or used; (d) Supplier’s ability to reproduce and
observe the claimed defect; and (e) Customer’s prompt notification to Supplier of any defects and, as required,
cooperation with Supplier to correct the claimed defect. Any unauthorized modification to or access or use of the
Offerings by Customer will void all warranties.
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3. Ownership
3.1. Rights in Customer Content. As between the Parties, Customer retains all right, title, and interest in and to
all Customer Content. Customer consents to Supplier’s use of Customer Content in order to provide the Offerings to
Customer and to perform Supplier’s obligations under this Agreement. Customer represents and warrants that it has
all rights and consents necessary to grant all rights granted under this Agreement, including to Customer Content.
3.2. Use of Data. Customer consents to Supplier’s use of all data, including input data and data generated by the
Offerings in order to provide the Offerings to Customer and to perform Supplier’s obligations under this Agreement.
Supplier and its Affiliates may also use such data for internal purposes to maintain and improve the quality of the
Offerings, to the extent permitted by applicable law.
3.3. Supplier’s Proprietary Rights. Supplier and its Affiliates, licensors, and service providers own and reserve
all right, title, and interest in and to the Offerings, Documentation, and other information or material made available to
Customer by or for Supplier, including any copies, except for those rights and licenses expressly granted to Customer
under this Agreement.
3.4. Customer Feedback. If Customer provides to Supplier or its Affiliates any feedback or suggestions
(“Feedback”) concerning the Offerings, then Supplier and its Affiliates may use such Feedback without accounting to
or requiring consent from Customer.
4. Payment
4.1. Payment Terms. Unless otherwise agreed in an Ordering Document, payment is due net thirty (30) days from
the date of invoice. All payments will be made without set off for claims. Payment will be made in the currency quoted.
4.2. Financial Condition. If the financial condition of Customer at any time does not, in the sole judgment of
Supplier, justify continued performance on the terms of payment previously agreed upon, Supplier may require full or
partial payment in advance or will be entitled to terminate any Ordering Document. If Supplier so terminates any
Ordering Document, Customer will be entitled to a refund of the unexpired portion of any prepaid fees.
4.3. Late Payments. Customer will 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. In addition to the late payment, the Customer will reimburse Supplier
for any and all costs and expenses of Supplier’s collections efforts, including related reasonable attorneys’ fees and
costs.
4.4. Taxes.Supplier will be responsible for and will pay any and allcorporate and personal income taxes imposed
on Supplier by applicable law (“Supplier Taxes”). Customer will be responsible for and will pay to Supplier any and all
taxes, duties, fees, and other charges imposed by any governmental authority in connection with this Agreement
(“Customer Taxes”), other than corporate or personal income taxes imposed on Supplier . All prices are exclusive of
Customer Taxes, which may be added by Supplier to Customer’s invoice, unless Customer provides a direct pay or
exemption certificate to Supplier under applicable law. If Customer is legally required to deduct or withhold from
payments any taxes attributable to Supplier, it shall cooperate with any reasonable requests from Supplier, including
providing official receipts and claiming any exemptions that may apply.
5. Confidentiality
5.1. Confidential Information.“Confidential Information” of a Party means any information and documentation of a
Party or its Affiliates (and in the case of Supplier, its licensors, and service providers) (“Disclosing Party”) disclosed to
or accessed by the other Party (“Receiving 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, and any
information developed by reference to or use of the foregoing. Without limiting the foregoing, the Documentation, and
any data, Software, tools, materials, services, and information made available by or for Supplier in connection with or
as part of an Offering will constitute Supplier’s Confidential Information regardless of any such marking. Confidential
Information does not include information that: (a) is independently developed by the Receiving Party, as demonstrated
by the Receiving Party’s written records, without violating the Disclosing Party’s proprietary rights; (b) is or becomes
publicly known (other than through unauthorized disclosure); (c) is already known by the Receiving Party at the time
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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 (d) is rightfully received by the Receiving Party free of any
obligation of confidentiality.
5.2. Limited Use of Confidentiality Information. Each Party shall use Confidential Information solely for the
purpose of this Agreement and as expressly permitted in it.
5.3. Compelled Disclosure. If the Receiving Party is requested by a governmental authority to disclose any
Confidential Information, to the extent permitted by law, it will promptly notify the Disclosing Party to permit the
Disclosing Party to seek a protective order or take other appropriate action and will assist and cooperate with the
Disclosing Party to do so. The Receiving Party will only disclose that part of the Confidential Information that is legally
required to be disclosed and will use commercially reasonable efforts to obtain confidential treatment for such
Confidential Information.
5.4. 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 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 will be authorized and entitled to seek injunctive or other equitable
relief.
6. Disclaimers; Limitations of Liability
6.1. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT,
SUPPLIER AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS MAKE NO WARRANTIES,
CONDITIONS, OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND SUPPLIER AND
ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES
AND REPRESENTATIONS (EXPRESS, IMPLIED, ORAL, OR WRITTEN), WHETHER ALLESUPPLIER TO ARISE
BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR
OTHERWISE, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT
OR CONDITION OF TITLE, DATA ACCURACY, SYSTEM INTEGRATION, AND FITNESS OR SUITABILITY FOR A
PARTICULAR PURPOSE (WHETHER SUPPLIER KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS
OTHERWISE AWARE OF ANY SUCH PURPOSE. SUPPLIER DISCLAIMS ANY REPRESENTATION OR
WARRANTY THAT THE OFFERINGS WILL OPERATE FREE FROM ERROR, INTERRUPTION, OR DISRUPTION,
OR WILL MEET CUSTOMER’S SPECIFIC NEEDS).
6.2. Limitations of Liability. SUPPLIER AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL
NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL
DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, OR LOSS OF USE OR
GOODWILL, LOSS, CORRUPTION OR DELETION OF (OR FAILURE TO DELETE) DATA, OR COSTS OF
SUBSTITUTE GOODS OR SERVICES OR OTHER COVER. CUSTOMER IS SOLELY RESPONSIBLE FOR, AND
BEARS ALL RISKS ASSOCIATED WITH, THE CONTROL, OPERATION, AND USE OF CUSTOMER EQUIPMENT.
SUPPLIER AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL HAVE NO LIABILITY ARISING
FROM CYBERATTACKS OR UNAUTHORIZED INTRUSIONS. THE AGGREGATE LIABILITY OF SUPPLIER AND
ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OFFERING WILL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY
CUSTOMER TO SUPPLIER FOR THE OFFERING(S) GIVING RISE TO THE LIABILITY IN THE TWELVE (12)
MONTH PERIOD PRECEDING THE CLAIM. THESE LIMITATIONS OF LIABILITY WILL APPLY TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING
NEGLIGENCE AND STRICT LIABILITY), AND EVEN IF SUPPLIER AND ITS AFFILIATES, LICENSORS, AND
SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR IF SUCH LIABILITY
IS OTHERWISE FORESEEABLE.
7. Indemnification
7.1. By Supplier. Supplier will, at Supplier’s expense, defend and indemnify Customer from and against any
claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) and pay any final
judgments awarded by a court of competent jurisdiction or reasonable settlement amounts approved in writing by
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Supplier arising out of or relating to any claim brought against Customer by a third party alleging that any Offering
infringes or misappropriates such third party’s United States patent, copyright, trademark, or trade secret rights (such
claim, an “Infringement Claim”).
7.2. By Customer. Customer will, at Customer’s expense and at Supplier’s option, defend and indemnify Supplier
and its Affiliates, licensors, and service providers from and against any claims, damages, losses, liabilities, costs, and
expenses (including reasonable attorneys’ fees) and pay any final judgments awarded by a court of competent
jurisdiction or reasonable settlement amounts approved in writing by Customer arising out of or relating to any claim
brought against Supplier by a third party (to the extent Supplier does not have an obligation to indemnify Customer for
such claims): (a) arising out of or relating to access or use of the Offerings by any of Customer and its Affiliates and
its and their employees, agents, or subcontractors; or (b) alleging that Customer, its Affiliates, or any of their
employees, agents, or subcontractors, or any Customer Content, infringes or misappropriates such third party’s
United States patent, copyright, trademark, or trade secret rights.
7.3. Indemnity Procedures. As conditions for an indemnifying Party’s obligations to the indemnified Party under
this Section 7, the Party seeking the indemnity will notify the other Party promptly of any indemnity claim in writing,
tender to the other Party, at the indemnifying Party’s option, sole control and authority over the defense or settlement
of such claim, and reasonably cooperate with the indemnifying Party and provide such Party with available
information in the investigation and defense of such claim.
7.4. Offering Infringement Mitigation. If use of any Offering becomes, or in Supplier’s opinion is likely to become,
enjoined or subject to an Infringement Claim, Supplier may, at Supplier’s option: (a) procure, at no cost to Customer,
the right to continue to use such Offering; (b) modify the Offering; or (c) provide a substitute that is non-infringing. If
none of those options are, in Supplier’s opinion, commercially reasonable, Supplier may, as applicable, suspend or
terminate Customer’s subscription to or rights to access and use any affected Offering and refund the unexpired
portion of any prepaid fees or a pro rata amount of any paid fees based on the length of Customer’s use of the
Offering. Supplier will have no obligation or liability under this Section 7 for any Infringement Claim to the extent
related to: (i) a modification to the Offerings not provided or performed by Supplier; (ii) Customer Content or any
Customer designs and specifications; (iii) the combination of the Offerings with other software, products, or services
not provided by Supplier; (iv) use of an infringing Offering after SUPPLIER has provided a non-infringing alternative;
(v) use of the Offerings beyond the scope authorized by this Agreement or contrary to applicable Documentation; or
(vi) Customer’s breach of any of its obligations under this Agreement. Any effort by Customer to settle an
Infringement Claim without Supplier’s involvement and written approval will void Supplier’s obligations under this
Section 7. This Section 7 states Supplier’s sole obligation and exclusive liability, and Customer’s sole remedy, for any
third party claims of infringement or misappropriation of any intellectual or proprietary right.
8. Term; Termination; Suspension
8.1. Term. The term of this Agreement will commence on the date Supplier accepts an order and will remain in
effect for the period stated in the applicable Ordering Document, unless earlier terminated in accordance with Section
8.2 (the “Term”). For clarity, this Agreement will remain in effect so long as any active Ordering Documents with the
Customer remain in effect.
8.2. Termination.
8.2.1. For Breach. Either Party may terminate this Agreement, or any individual Ordering Document for
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.
8.2.2. For Insolvency. Either Party may terminate this Agreement upon written notice to the other Party in
the event such other Party: (a) files any petition in bankruptcy; (b) has an involuntary petition in bankruptcy filed
against it that is not both challenged within twenty (20) days and dismissed within sixty (60) days after filing, or avails
itself of or becomes subject to any petition or proceeding under any statute of any state or country relating to
insolvency or the protection of the rights of creditors, or becomes the subject of any other insolvency or bankruptcy
proceeding or other similar proceeding for the settlement of its debt; (c) becomes insolvent; (d) makes a general
assignment for the benefit of creditors; (e) admits in writing its inability to pay its debts as they mature; (f) has a
receiver or trustee appointed; (g) ceases conducting business in the normal course; (h) has any significant portion of
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its assets attached; or (i) experiences an event analogous to any of the foregoing in any jurisdiction in which any of its
assets are situated.
8.2.3. Effect of Termination. The expiration or termination of this Agreement, or of any Ordering Document
will terminate the licenses granted and services provided under the Agreement or such Ordering Document, except
as otherwise agreed in writing between the Parties. The following Sections will survive any expiration or termination of
this Agreement: Section 2.2(Restrictions on Use of Offerings), Section 2.5 (Warranties), Section 3 (Ownership),
Section 5 (Confidentiality), Section 6 (Disclaimers; Limitations of Liability), Section 7 (Indemnification), Section 8.2.3
(Effect of Termination), and Section 10 (General).
9. Compliance; Security
9.1. Privacy and Data Security. Supplier will use commercially reasonable efforts to prevent unauthorized
disclosure or exposure of Customer Content. Accordingly Supplier standard security policies applicable to the
Offerings (“Data Protection Plans”), that are designed to implement appropriate technical and organizational controls
to secure Customer Content against accidental or unlawful loss, access or disclosure. Supplier reserves the right to
modify the Data Protection Plans from time to time upon notice to Customer. Customer consents to Supplier’s
collection, use, and disclosure of information associated with the Offerings as described in this Agreement and in the
applicable Data Protection Plan, and to the processing of Customer Content in, and the transfer of Customer Content
into, any country in which Supplier or its Affiliates or subcontractors maintain facilities or operations (including the
United States). Supplier will treat Customer’s contact information (including business contact information of
Customer’s representatives) in accordance with Supplier’s Privacy Policy available at GE Vernova’s sustainability
reports and policies.
9.2. Regulated Data. If Customer Content includes any data subject to specific legal or regulatory requirements
(including, but not limited to, health care data, personal data, export-controlled data, or sensitive government data),
Customer will notify Supplier in writing of such requirements and provide any information that is necessary or
reasonably requested by Supplier to determine the applicable regulatory requirements. Except as may be specified
by Supplier in writing, Supplier will not have any responsibility to discover or provide a hosting environment that
complies with such regulatory requirements.
9.3. Customer Security Responsibilities. Customer will implement and maintain administrative, technical, and
physical safeguards designed to prevent unauthorized access to the Offerings, in each case consistent with industry
practice. Customer is responsible for properly configuring and using all Offerings and for taking Customer’s own steps
to maintain appropriate security, integrity, and backup of Customer Content. Customer is responsible for using a
secure, encrypted connection to communicate with the Offerings. Customer’s credentials for accessing any Offering
are for Customer’s internal use only and Customer may not share or disclose them to any other entity or person
(except to its employees or permitted subcontractors). Customer is responsible for any use of Customer’s credentials
and will notify Supplier in writing immediately upon becoming aware of any breach of security related to Customer’s
credentials or any unauthorized access to an Offering. Customer will fully cooperate with Supplier in investigating and
remediating such breach or unauthorized access and any resulting damage to Supplier, Customer, or a third party.
Customer is responsible for complying with the Data Protection Plan and all other security requirements as may be
published by SUPPLIER or communicated to Customer from time to time. Customer will be deemed to have taken
any action that Customer permits, assists, or facilitates any person or entity to take related to this Agreement,
Customer Content, or any Offering.
10. General
10.1. Performance by Supplier. Supplier will have the right to use Affiliates and its and their subcontractors to
perform any of its obligations and exercise any of its rights under this Agreement, and in such event, Supplier will
remain responsible for such obligations and exercise of rights.
10.2. Excusable or Delayed Performance. Supplier will not be liable for delays or nonperformance due to
causes beyond its reasonable control, including 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. In the event of any such delay, the time
of performance will be extended for a period equal to the time lost because of the delay, or if performance is rendered
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impossible, Supplier will be excused from performance subject to an equitable adjustment to the applicable fees. In
the event Supplier is delayed by conditions caused by Customer or by prerequisite work by other contractors or
suppliers of Customer, Supplier will be entitled to an equitable price adjustment in addition to extension of the time of
performance.
10.3. Independent Contractors. Supplier and Customer are independent contractors, and neither Party, nor any
of their respective Affiliates, is an agent, partner, or joint-venturer of the other for any purpose or has the authority to
bind the other.
10.4. 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.
10.5.1 Trade Compliance. Each Party will comply with applicable laws that govern the import, export, or re-export
of data or materials supplied under this Agreement and will be responsible for obtaining and maintaining any
authorization required for its performance or use under this Agreement. Without limiting the foregoing, Customer will
not sell, distribute, disclose, release, or otherwise transfer any item or technical data provided under this Agreement
to: (a) 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; (b) any entity located in, or owned by an entity located in, a
"State Sponsor of Terrorism" country, Cuba, or North Korea; (c) the region of Crimea; or (d) 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 Section will apply regardless of the legality of such a transaction
under local law. Customer acknowledges that under Section 10.5.1, Supplier may conduct periodic screening of
Customer to comply with applicable laws and consents to the foregoing.
10.5.2 In addition, Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or
for use in the Russian Federation any Offerings supplied under or in connection with this Agreement that fall under
the scope of Article 12g of Council Regulation (EU) No 833/2014. Customer shall undertake its best efforts to ensure
that the purpose of this paragraph is not frustrated by any third parties further down the commercial chain, including
by possible resellers. Customer shall set up and maintain an adequate monitoring mechanism to detect conduct by
any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose
of this paragraph. Violation by Customer of this Section 10.5.2 shall constitute a material breach of an essential
element of this Agreement, and Supplier shall be entitled to seek appropriate remedies, including, but not limited to,
termination of this Agreement for breach. Customer shall immediately inform Supplier about any problems in
complying with its obligations set forth in this Section 10.5.2, including any relevant activities by third parties that
could frustrate the purpose of this Section 10.5.2. Customer shall make available to Supplier, information related to its
compliance with the obligations under this section 10.5.2 within two weeks of Supplier’s request.
10.6. Severability and Interpretation. If any portion of this Agreement is held to be invalid or unenforceable, the
remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be
interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable
portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. Section
headings are used for convenience only. References to “days” refer calendar days unless otherwise specified. The
words “including” and “for example” (or “e.g.,” or words of similar import to any of the foregoing), are not limiting or
exclusive and will be deemed followed by “without limitation,” whether or not such language is included.
10.7. Access to Information. Supplier or Supplier’s designated agent may, upon reasonable notice to Customer,
request from Customer, and Customer will provide promptly, Customer’s books, records, and any other information to
verify Customer’s compliance with the terms and conditions of this Agreement (including Section 10.5). If any review
reveals an underpayment by Customer, Supplier may invoice Customer for such underpayment in accordance with
Supplier’s standard policies. Customer will pay such invoice in accordance with the payment terms of this Agreement.
Supplier will pay for any audits, unless an audit reveals that Customer has underpaid by more than 5% of the fees
owed in any three (3)-month period, in which case, Customer will reimburse Supplier for its reasonable audit costs.
10.8. Notices. GED may provide any notice required or permitted to be given to Customer under this Agreement
by sending a written notice to the mailing or email address below (as may be updated by Customer from time to time
upon notice to Supplier):
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By personal delivery, overnight courier, or registered or certified mail Customer address identified in Ordering
Document.
Notices to Supplier under this Agreement may be provided as follows (as may be updated by Supplier from time to
time upon notice to Customer):
By personal delivery, overnight courier, or registered or certified mail Supplier address identified in the Ordering
Document .
Notices sent by mail will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if sent by certified
or registered mail (return receipt requested); or (c) one (1) day after if it is sent by next day delivery by a major
commercial delivery service. Any notices sent by email will be effective upon receipt of the same.
10.9. Assignment. Neither Party may assign this Agreement, nor any of its rights or obligations under this
Agreement, without the prior written consent of the other Party, and any assignment in violation of this provision will
be void. Without limiting the generality of the foregoing, Customer may not directly or indirectly assign or delegate its
rights or obligations under this Agreement, whether by operation of law, contract or otherwise, without the prior written
consent of Supplier. A change in control of Customer will be considered an assignment. Customer will notify Supplier
promptly of any change in control of Customer. Notwithstanding the foregoing, Supplier may assign this Agreement,
or any of its rights or obligations under this Agreement, without the necessity for obtaining consent, to any Affiliate of
Supplier. Subject to these requirements, this Agreement will be binding upon, and inure to the benefit of the Parties
and their respective successors and assigns.
10.10. Entire Agreement. This Agreement is the entire agreement between Customer and Supplier regarding the
subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations,
understandings, agreements, or communications between Customer and Supplier, whether written or oral, regarding
the subject matter of this Agreement. The Product Terms, including the Software and Support Services Terms in
Appendix 1, are incorporated by reference into this Agreement. For clarity, any Ordering Documents entered into
between the Parties are governed by this Agreement and form a part of the Agreement. Unless otherwise expressly
agreed in writing between the Parties: (a) the terms of an Ordering Document will take precedence over any
conflicting or inconsistent term in these Terms with respect to the specific Offering that is purchased by Customer
under such Ordering Document; and (b) the terms of any Product Terms will take precedence over any conflicting or
inconsistent term in these Terms with respect to the specific Offering that is accessed or used by Customer under
such Product Terms. Any purchase order, order receipt, acceptance, confirmation, correspondence, online terms, or
other confirmatory documents presented by Customer at any time will be deemed to be presented for payment
purposes only. Supplier rejects, and will not be bound by, any additional or different terms contained in such
documents.
10.11. Modification; Amendments. This Agreement may not be modified except in a written agreement signed
by authorized representatives of both Parties. No oral agreement, course of dealing, or trade usage will be deemed
to modify this Agreement.
10.12. Waivers. The failure of a Party to enforce any provision of this Agreement will not constitute a present or
future waiver of such provision or limit a Party’s right to enforce such provision later. All waivers must be in writing and
signed by the Party issuing the waiver.
10.13. Arbitration. This Agreement will be governed by the laws of the State of New York, without reference to
its conflict of laws provisions. The provisions of the United Nations Convention on the International Sale of Goods will
not apply to this Agreement. Notwithstanding the choice of substantive law above, the Parties agree that this
Agreement concerns interstate commerce, and that arbitration and this agreement to arbitrate will be governed by
Title 9 (Arbitration) of the United States Code. Except for disputes falling within the Arbitration Exceptions (as set forth
below), all disputes arising out of, relating to, or in connection with this Agreement (including any disputes regarding
the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-
contractual obligations arising out of or relating to this Agreement) will be referred to and finally resolved by binding
arbitration under the Rules of Arbitration of the International Chamber of Commerce. The seat, or legal place, of
arbitration will be New York, New York. The language of arbitration will be English. The number of arbitrators will be
three, with the claimant party nominating one arbitrator, the respondent party nominating one arbitrator, and the third
and presiding arbitrator being nominated by the two party appointed arbitrators within thirty (30) days of the
- 16 -
GE CONFIDENTIAL GE GENERAL TERMS AND CONDITIONS V11 March 27, 2024
appointment of the second arbitrator. The Emergency Arbitrator Provisions will not apply. Except in respect of
disputes falling under the Arbitration Exceptions, the Parties agree that they are each waiving the right to a trial by
jury. The arbitration award will be final and binding on the Parties. Judgment upon the award may be entered by any
court having jurisdiction of the award or having jurisdiction over the relevant Party or its assets. Notwithstanding the
agreement to arbitrate above, or the provisions of the Rules of Arbitration of the International Chamber of Commerce,
the Parties agree that the obligations under this Section will not apply to any claim (including to seek injunctive relief)
by a Party: (a) to enforce its intellectual property rights, including claims relating to any actual or alleged infringement
of a Party’s copyrights, patents or patent applications, trademarks, or trade secrets; or (b) for any breach of
confidentiality under this Agreement (the “Arbitration Exceptions”).
10.14. High Risk Uses. Customer acknowledges that the 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, including use for control of any
nuclear facility or activity. Customer assumes the entire risk for any such use and will defend and indemnify Supplier,
and its Affiliates, licensors, and service providers from any liability to third parties resulting therefrom.
10.15. Insurance. During the Term of this Agreement, Supplier shall maintain for its protection any legally
required insurance, each with an insurer with an A.M. Best’s rating of A- or better to protect from claims arising as a
result of the negligence of Supplier in its performance under this Agreement. Alternatively, the Parties agree that
Supplier may satisfy any or all the insurance requirements through self-insurance. If required by the Customer,
Supplier shall provide a certificate of insurance reflecting such coverage.
10.16. U.S. Government Contracting.Customer represents and warrants that it is neither a U.S. Government
entity nor procures Offerings for or on behalf of a U.S. Government entity.
- 17 -
GE CONFIDENTIAL GE GENERAL TERMS AND CONDITIONS V11 March 27, 2024
APPENDIX 1
PRODUCT TERMS-SOFTWARE TERMS
1. Scope. These Software Terms (“Software Terms”), including all exhibits and addenda incorporated into these
Software Terms, govern access to and use of Supplier’s Software Offerings. Software Offerings are specified in the
applicable Ordering Document(s). These Software Terms supplement and are incorporated into the Agreement and
form part of the Agreement between Customer and Supplier. Capitalized terms used and not otherwise defined in
these Software Terms will have the meanings set forth in the Agreement. In the event of any conflict between the
terms and conditions in these Software Terms and in the Agreement, these terms and conditions will take precedence
with respect to the specific Software Offerings that are accessed or used by Customer. These Software Terms hereby
incorporate by reference all exhibits and addenda attached to or referenced in these Software Terms.
2. Software Specific Terms.
2.1 Customer Responsibilities. Unless otherwise specified in an Ordering Document, Customer will be
solely responsible, and Supplier has no liability, for:
1. Installation, configuration, access, or use of the Software;
2. Hardware, equipment, and physical infrastructure necessary to run the Software;
3. Third party software not included in the Software;
4. Operating, controlling, and maintaining equipment monitored by the Software; and
5. Applying patches, bug fixes, upgrades, and updates of the Software or third party software.
2.2 Software Warranty. Supplier represents and warrants that as of the date of delivery by Supplier, the
Software will materially conform with the applicable Documentation provided by Supplier for the Software. If
within ninety (90) days of the date of delivery Customer documents and notifies Supplier that the Software
does not meet this warranty, then Supplier will, at its option, either: (a) correct the defect or error in the
Software, free of charge; (b) make available to Customer functionally equivalent substitute software; or (c) if
none of the foregoing is reasonably practicable, return to Customer all payments made as license fees for
such Software after Customer certifies in writing that it has returned or deleted all copies of the Software in its
possession. The remedy provided in this Section will be Customer’s exclusive remedy, and Supplier’s sole
obligation and liability, for any breach by Supplier of the foregoing warranty.
2.3 Delivery. Unless otherwise specified in an Ordering Document, Software will be made available by
Supplier for electronic download by Customer. Supplier will be deemed to have delivered Software when
Supplier makes the Software available for download by Customer. If an Ordering Document specifies that
Software is to be delivered to Customer on physical media or part of a hardware equipment, then delivery of
such physical media will be made FCA Supplier’s facility (Incoterms 2020). No title to the Software will be
transferred to the Customer.
3. Support Services
3.1 Support Services. Supplier will use commercially reasonable efforts to provide to Customer Support
Services as described in the applicable Ordering Document.
3.2 Renewal Rate. Supplier may increase the applicable renewal rate for the Support Services at its
reasonable discretion.
3.3 Reinstatement Fee. If, for any reason, Customer permits the Support Service to lapse, then Supplier
may charge a re-instatement fee as a condition to reactivating such Support Services.
3.4 Nature of Support Services. Support Services may be provided independently as an optional Offering
or as a required component of a Software Offering. To the extent Support Services are provided as a
component part of a Software Offering, the relevant Support Services must be purchased and will terminate
when such Software Offering is terminated or will be extended to the extent such Software Offering is
- 18 -
GE CONFIDENTIAL GE GENERAL TERMS AND CONDITIONS V11 March 27, 2024
extended (including any automatic renewals of such Software Offering). For clarity, to the extent Support
Services are associated with a Software Offering, such Support Services will automatically terminate when
the license to the underlying Software Offering is terminated.
3.5 Disclaimer. Customer acknowledges that the interpretation or application of key indicators, metrics,
information, or advice provided in connection with Support Services depends on many factors outside of
SUPPLIER’S ability to control or foresee. THE CUSTOMER IS SOLELY RESPONSIBLE for appropriate
testing and validation of such key indicators, metrics, information, or advice prior to taking any action or
decision. SUPPLIER does not and cannot guarantee that every fault condition can be foreseen or detected or
that SUPPLIER will be able to provide any particular amount of advance warning of any impending fault or
failure.
4. Effect of Termination. Immediately upon the expiration or termination of Customer’s license term to any Software
Offering, Customer will cease use of such Software Offering.
5. Professional Services. Any Professional Services provided by Supplier to Customer in relation to the Software
Offerings will be provided pursuant to the terms and conditions of the Professional Services Terms.
- 19 -
GE CONFIDENTIAL GE GENERAL TERMS AND CONDITIONS V11 March 27, 2024
EXHIBIT A
STATEMENT OF WORK, FEES & DELIVERABLES
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Consultant for full completion of all work required by the Project
during the entire term of the Project must not exceed $300,000 per the attached quote plus sales tax and contingency.
Dear Customer,
Thank you for choosing GE Digital! Your quotation details are provided in the following page. When you are
ready to make a purchase, please review the guidelines to ensure that your purchase order includes all the
necessary information for a smooth and efficient order fulfillment process.
REQUIRED PURCHASE ORDER DETAILS
• Purchase Order Number
• Issue Date of your Purchase Order
• Payment Terms: (Net 30 is our Default Terms)
• Supplier Information: Make sure the Supplier you choose matches the name and address under “Make
Purchase Order out to” under the quote.
REQUIRED ACCOUNT INFORMATION
• Your Billing Account Name and Address, Your Shipping Account Name and Address and Ship-to Contact
Information
• Invoice Delivery Method
• Accounts Payable Contact Information
• Shipping Terms: (FCA is our Default)
• Tax Exempt Number or VAT ID (please include your Tax-Exempt Certificate of relevant documents).
ADDITIONAL DETAILS REQUIRED
Descriptions of items purchased: Please include any product details relevant to your purchase. We
recommend that you copy and paste the QTY, Description and Ext. Sell Price into your purchase order.
Please ensure the total amount and currency of your Purchase Order match the amount and currency of
the quote provided.
Terms and Conditions: Please add this language in the body of your Purchase Order: This order will be
governed by the terms and conditions set forth in BMIQ-XXXXXXXX-XXXXXX (enter quote number as shown on
next page)
Shipping Instructions: Carrier account, address reference, additional contacts, etc.
If you have questions or need assistance, please do not hesitate to contact us at GEDClientServices@ge.com
1
2
Quote Number: BMIQ-08202024-524099
Quote Date Aug 20, 2024
Expiration Date Jan 31, 2025
Bill To :
CITY OF GLENDALE
Make Purchase Order out to:
GE Digital LLC
58 Charles Street
Cambridge, MA 02141
USA
Telephone:+1-800-433-2682 / +1-617-725-2696
Email:GEDClientServices@ge.com
Website:http://www.ge.com/digital/software-services
ATTENTION: Please do not fax or email any export
controlled technical data to these fax numbers or
email addresses.
Quote Revision 2
Customer RFQ:
5850 W Glendale Ave
GLENDALE , AZ 85301-2563
Payment Terms Net Due in 30 Days
Currency USD
Inco Terms FOB SHIPPING POINT
US
Bill To CSN : 12499700
Primary Salesperson
Leonardo.Rendon
Ship To:
CITY OF GLENDALE
5850 W Glendale Ave
GLENDALE , AZ 85301-2563
Sales Support Contact
Edgar Pacheco
edgar.pacheco@ge.com
US
Ship To CSN: 12499700
End User :
CITY OF GLENDALE
5850 W Glendale Ave
GLENDALE , AZ 85301-2563
US
End User CSN : 12499700
3
Detailed Report:
IFIX
Serial Number
Software Description
Quantity
Contract
Level
Contract Start
Date
Contract End
Date
Comments
Price
3-10678401-003-001
iFix v6.5 Plus Runtime Unlimited Points English
SCADA Synchronization Backup License
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,983.05
3-10678401-006-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization Backup
License
1
Premier
Oct 31, 2024
Oct 30, 2027
$3,737.61
3-10678401-009-001
iFix v6.5 Plus Runtime Unlimited Points English
SCADA Synchronization Backup License
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,983.05
3-10678401-012-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-015-001
iFix v6.5 Plus Runtime Unlimited Points English
SCADA Synchronization Backup License
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,983.05
3-10678401-018-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-021-001
iFix v6.5 Plus Runtime Unlimited Points English
SCADA Synchronization Backup License
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,983.05
3-10678401-024-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-027-001
iFix v6.5 Plus Runtime Unlimited Points English
SCADA Synchronization Backup License
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,983.05
3-10678401-030-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-033-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-066-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-069-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
4
3-10678401-072-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-075-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-10678401-108-001
iFix v6.5 Plus Development Unlimited Points
English SCADA Synchronization
1
Premier
Oct 31, 2024
Oct 30, 2027
$7,474.72
3-33889801-003-001
iFix v6.5 Plus Runtime 75 Points English
1
Premier
Oct 31, 2024
Oct 30, 2027
$1,296.85
3-45833701-003-001
iFix v2022 Plus Development Unlimited Points
English Spares License
1
Premier
Dec 08, 2024
Oct 30, 2027
$1,068.38
3-45833701-003-002
iFix v2022 Plus Development Unlimited Points
English Spares License
1
Premier
Dec 08, 2024
Oct 30, 2027
$1,068.38
3-45833701-006-001
iFix v2022 Plus Development Unlimited Points
English Spares License
1
Premier
Dec 08, 2024
Oct 30, 2027
$1,068.38
3-45833701-006-002
iFix v2022 Plus Development Unlimited Points
English Spares License
1
Premier
Dec 08, 2024
Oct 30, 2027
$1,068.38
3-45833701-006-003
iFix v2022 Plus Development Unlimited Points
English Spares License
1
Premier
Dec 08, 2024
Oct 30, 2027
$1,068.38
IFIX Subtotal
$100,038.81
ICLIENT
Serial Number
Software Description
Quantity
Contract
Level
Contract Start
Date
Contract End
Date
Comments
Price
3-10678401-060-001
iClient v6.5 Thick Development / Runtime
English
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,161.58
3-10678401-078-001
iClient v6.5 Thick Development / Runtime
English
1
Premier
Oct 31, 2024
Oct 30, 2027
$2,161.58
3-10678401-096-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 13 Client
1
Premier
Oct 31, 2024
Oct 30, 2027
$11,114.23
3-10678401-102-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 7 Client
1
Premier
Oct 31, 2024
Oct 30, 2027
$6,127.31
5
3-10678401-105-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 13 Client
1
Premier
Oct 31, 2024
Oct 30, 2027
$11,114.23
3-20748501-018-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 16 Client
1
Premier
Oct 31, 2024
Oct 30, 2027
$13,678.75
3-20748503-021-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 15 Client
Backup License
1
Premier
Oct 31, 2024
Oct 30, 2027
$6,411.79
3-30187601-003-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 26 Client
1
Premier
Oct 31, 2024
Oct 30, 2027
$22,227.96
3-43042801-003-001
iClient v6.5 Thick Development / Runtime
English
1
Premier
Nov 06, 2022
Oct 30, 2027
$3,640.77
3-43042801-003-002
iClient v6.5 Thick Development / Runtime
English
1
Premier
Nov 06, 2022
Oct 30, 2027
$3,640.77
3-43042801-003-003
iClient v6.5 Thick Development / Runtime
English
1
Premier
Nov 06, 2022
Oct 30, 2027
$3,640.77
3-43441501-006-001
iClient v6.5 Thin-Terminal Services
Development / Runtime English 6 Client
1
Premier
Nov 01, 2024
Oct 30, 2027
$5,273.61
3-49262801-006-001
iClient v2024 Thin-Terminal Services
Development / Runtime English 11 Client
1
Premier
Nov 04, 2024
Oct 30, 2027
$11,078.65
3-49262801-009-001
iClient v2024 Thin-Terminal Services Runtime /
Read Only English 12 Client
1
Premier
Nov 04, 2024
Oct 30, 2027
$7,421.35
ICLIENT Subtotal
$109,693.35
HISTORIAN
Serial Number
Software Description
Quantity
Contract
Level
Contract Start
Date
Contract End
Date
Comments
Price
3-20748503-028-001
Historian v2022.0 Standard 12500 Points 2500
Additional CALs Alarms and Events
1
Premier
Oct 31, 2024
Oct 30, 2027
$30,910.49
3-38854601-004-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-008-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-012-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
6
3-38854601-016-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-020-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-024-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-028-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-032-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-036-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-040-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-044-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-051-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-055-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-059-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-063-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-079-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-38854601-095-001
Historian v8.1 Essential 100 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-004-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-008-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-012-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-016-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-020-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-024-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-028-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-032-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-036-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-040-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-044-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-051-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-055-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-059-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40734101-063-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
7
3-40734101-079-001
Historian v8.1 Essential 1000 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-40735201-004-001
Historian v8.1 Essential 100 Points
1
Premier
Oct 31, 2024
Oct 30, 2027
$0.00
3-45833701-007-001
Historian v2022 Essential 1000 Points Add On
1
Premier
Dec 08, 2024
Oct 30, 2027
$0.00
3-45833701-007-002
Historian v2022 Essential 1000 Points Add On
1
Premier
Dec 08, 2024
Oct 30, 2027
$0.00
3-45833701-007-003
Historian v2022 Essential 1000 Points Add On
1
Premier
Dec 08, 2024
Oct 30, 2027
$0.00
3-45833701-009-001
Historian v2022 Essential 1000 Points Add On
1
Premier
Dec 08, 2024
Oct 30, 2027
$0.00
3-45833701-009-002
Historian v2022 Essential 1000 Points Add On
1
Premier
Dec 08, 2024
Oct 30, 2027
$0.00
HISTORIAN Subtotal
$30,910.49
Total:
$240,642.65
8
Remit Payment To:
By Electronic: Bank of America
1401 Elm Street 2nd Floor
Dallas, TX 75202
ABA Information: 111000012
Account Name: GE Digital LLC
Account Number: 4451103219
International Wires
Bank of America
222 Broadway
New York, NY 10038
Swift Code: BOFAUSN (BOFAUS6S if incoming wire is in foreign currency)
Account Name: GE Digital LLC
Account Number: 4451103219
This Quote does not include any freight charges or applicable taxes. All Items are Commercial items. Please include the Quote Number from this document on your
Purchase Order.
If any applicable export control, economic sanction, or other applicable law or regulations of the United States or any other relevant country prohibit, hinder, or make
impracticable GE Digital LLC ability to provide goods or services, GE Digital LLC will be excused from all performance related to this quote, order, or contract and GE Digital LLC
will not be liable for any losses or damages of any kind, including but not limited to, loss of revenue or increased cost of supply.
Purchase Terms
CITY OF GLENDALE acknowledges and agrees that the pricing set forth in this Quote is based on the
Customer’s agreement to the following conditions:
(1) Customer shall purchase GE Digital’s Acceleration Support for a period of three (3) years, from October 31,
2024 through October 30, 2027 the (“Term”) with total fees of $240,642.65 (“Total Fees”) and
(2) Customer shall have no right to terminate for convenience during the Term of this Quote.
Invoice Terms:
Customer shall pay the Total Fees (exclusive of applicable taxes) within 30 days based on the below
schedule:
Year 1:
$80,214.22 invoiced upon receipt of this executed proposal
Year 2:
$80,214.22 to be invoiced on October 30, 2025
Year 3:
$80,214.21 to be invoiced on October 30, 2026
New software purchased during the 3-year term must include support to be synchronized to the end date of the
contract, October 30, 2027.
IN WITNESS WHEREOF, GE and Customer have caused this quote to be signed and delivered by their
duly authorized representatives.
CITY OF GLENDALE
GE DIGITAL LLC
By:
By:
Printed Name:
Printed Name:
Title:
Title:
Date:
Date:
1
05/10/2023
ADDENDUM TO GE DIGITAL, LLC MASTER FRAMEWORK SOFTWARE AND
SUPPORT AGREEMENT (“Agreement”)
The City of Glendale, Arizona (“City”) and GE Digital, LLC (“Contractor”) further agree as follows:
I.
Conflicts. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which
allows for cancellation of this Agreement in the event any person who is significantly involved in
initiating, negotiating, securing, drafting, or creating the Agreement on City's behalf is also an
employee, agent, or consultant of any other party to this Agreement.
II.
Lack of Appropriations. Nothing in this Agreement guarantees that some or all of the
funds necessary to comply with all of the City’s obligations under this Agreement will be
appropriated or otherwise be available. The City agrees to seek such appropriations in good faith
from the City Council and agrees not to use the lack of appropriation as a substitute for termination
for convenience. If sufficient funds are not appropriated or otherwise available, the City may
unilaterally terminate this Agreement after providing thirty (30) days written notice. In the event the
City provides such notice, the City will not be entitled to a refund or offset of any amounts
previously paid but will not pay any amounts that become due after providing such notice.
III.
E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the
Contractor warrants their compliance and that of its subcontractor with all federal immigration laws
and regulations that relate to their employees and compliance with the E-verify requirements under
A.R.S. § 23-214(A). The Contractor or subcontractor’s breach of this warranty shall be deemed a
material breach of the Agreement and may result in the termination of the Agreement by the City
under the terms of this Agreement. The City retains the legal right to randomly inspect the papers
and records of the other party to ensure that the other party is complying with the above-mentioned
warranty. The Contractor and subcontractor warrant to keep their respective papers and records
open for random inspection during normal business hours by the other party. The parties shall
cooperate with the City’s random inspections, including granting the inspecting party entry rights
onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.
IV.
Attestation of PCI Compliance. The Contractor will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate
signed by an officer of Contractor with oversight responsibility.
V.
No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the
parties hereby certify that they are not currently engaged in, and agree for the duration of the
Agreement to not engage in, a boycott of goods or services from Israel, as that term is defined in
A.R.S § 35-393.
VI.
Uyghur Forced Labor Prevention Act (UFLPA). Contractor certifies that it does not
currently, and during the term of this Agreement, will not use:
(a)
the forced labor of ethnic Uyghurs in the People’s Republic of China;
(b)
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and