HomeMy WebLinkAboutHoneywell Agreement
Augusta Richmond GA
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BOX NUMBER:
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NUMBER OF PAGES:
30
AUGUSTA-RICHMOND COUNTY COMMISSION
BOB YOUNG
Mayor
STAFF ATTORNEYS
VANESSA FLOURNOY
SPARTICUS HEYWARD
LEE BEARD
TOMMY BOYLES
ULMER BRIDGES
ANDY CIIEEK
BOBBY G. HANKERSON
WILLIAM 8, KUHLKE, JR,
WM, "WILLIE" H, MAYS, III
STEPHEN E. SIIEPARD
MARION WILLIAMS
JAMES B. WALL
CITY ATTORNEY
AUGUSTA LA W DEPARTMENT
RICHARD L. COLCLOUGH
Mayor Pro Tern
GEORGE R. KOLB
Administrator
Please Reply to:
Hatcher 500 Bldg.
501 Greene St., Suite 302
Augusta, GA 30901
(706) 842-5550
Fax (706) 842-5556
S Heyward@co.richmond.ga.us
MEMORANDUM
TO:
FROM:
Bob Young, Mayor ffl
Sparticus Heyward, Staff Attorne~
SUBJECT:
Honeywell Agreement
DATE:
March 3, 2003
Please sign the partially executed water meter contracts and return one copy to:
Steven J. Little, CPA
Assistant Director of Finance and Administration
Augusta Utilities Department
360 Bay Street, Suite 180
Augusta, Georgia 30901
If you have any questions or concerns, you may contact me at (706) 842-5550.
Enclosures
CC: Steven J. Little
Office of The Clerk of Commission
Lena J. Bonner, CMC
Clerk of Commission
Nancy Morawski
Deputy Clerk
Room 806 - Municipal Building
530 Greene Street - AUGUSTA, GA. 30911
(706) 821-1820 - FAX (706) 821-1838
MEMORANDUM
TO:
Mr. Steve J. Little, CPA, Asst. Director Augusta Utilities
FROM:
Lena J. Bonner, Clerk of Commission
DATE:
March 4, 2003
SUBJECT: Honeywell Agreement
As requested by Staff Attorney Sparticus Heyward, enclosed is a copy of the above
reference document.
Enclosures:
Cc: Mr. Sparticus Heyward, Staff Attorney wlo enclosure
HONEYWELL
AGREEMENT
CUSTOMER NAME: Augusta, Georgia
V ALIDITY PERIOD:
Rev. 04/02
TABLE OF CONTENTS
ARTICLE
PAGE
1. GENERAL PRO "VISION S ................... ................ ... ........... ............ .... ..... ..... ..... ...... .... ..... ..... ..... ..... ......1
2. HONE YWELL 's RESPONSIBILITIES.... .......... ....... ..................... ....... ..... ......... ...... ............ ........ ....1
3 . CUSTOMER'8 RESPO NSIB ILITIES.... ..... .... ... ............ .... ... ......... ....... ..... ..... .... ..... .......... ..... ...... ... ... 3
4. S VB CONTRA C1~S ..................... ..... ........... ......... ................. .......... ........... ..... ..... ...... ......... ..... ..... ... .......3
5 . INSTALLATION.. ............... ........ ..... .... ....... .... ...... ........... ........ ........ ........ ....... ............. .................... ....3
6. PRICE AND PAYMENT .......................................................................................................................3
7. CHANGES IN THE PROJECT ...........................................................................................................4
8. INSURANCE, INDEMNITY, AND LIMITATION OF LIABILITY..............................................4
9. TERMINATION OF THE AGREEMENT .........................................................................................5
10. ASSIGNMENT AND GOVERNING LA W .........................................................................................5
11. MIS CELLANEO US PROVISIONS.. ......... ....... ..... ..... ..... .......... ........... ................ ............................ ...5
12.
ATTACHMENT A
ATTACHMENT B
ATTACHMENT C
ATTACHMENT D
THE WORK (SCOPE-OF-WORK)
THE INSTALLATION SCHEDULE
PA YMENT SCHEDULE
WATER GUARANTEE
Note Regarding Modifications Made to this Agreement: Provisions in the printed document that are not to be included in
the agreement may be deleted by striking through the word, sentence or paragraph to be omitted. It is recommended that
unwanted provisions not be made illegible, The parties should be clearly aware of the material deleted from the standard form.
Do not make any modifications to this Agreement unless approval to do so has been granted. Changes may be made
only by deletion as explained above. or. by addendum.
Rev. 04/02
ARTICLE 1
GENERAL PROVISIONS
1.1 This Agreement, including all Attachments,
Exhibits, and Schedules referenced herein (hereinafter the
"Agreement") is made this day of
, 200_ (the "Effective Date") by and
between Honeywell DMC Services, L.L.C,
("HONEYWELL"), a Massachusetts Corporation, with a
principal place of business at Stonehill Corporate Center,
999 Broadway, Saugus, MA 01906, and
AUGUSTA, GEORGIA, a political subdivision of the
State of Georgia
("CUSTOMER") with a principal place of business at
530 Greene Street, Augusta, Georgia 30911
(collectively the "Parties").
1.2 EXTENT OF AGREEMENT: This Agreement,
including all attachments and exhibits hereto, represents
the entire agreement between CUSTOMER and
HONEYWELL and supersedes all prior negotiations,
representations or agreements. This Agreement shall not
be superseded by any provisions of the documents for
construction and may be amended only by written
instrument signed by both CUSTOMER and
HONEYWELL. None of the provisions of this Agreement
shall be modified, altered, changed or voided by any
subsequent Purchase Order issued by CUSTOMER, which
relates to the subject matter of this Agreement.
1.3 As used in this Agreement, the term "Work"
means the construction ancl services requirecl by the
Contract Documents, whether completed or partially
completed, and includes all other labor, materials,
equipment and services provided or to be provided by
HONEYWELL to fulfill HONEYWELL's obligations, as
described in Attachment A and otherwise set forth in the
Contract Documents. The Work may constitute the whole
or a part of the Project. The Work specifically excludes
certain design and construction, which are the subject of
separate agreements between CUSTOMER and parties
other than HONEYWELL.
1.4 The Project is the total construction of which the
Work performed by HONEYWELL under this Agreement
may be the whole or a part.
1.5 The Contract Documents consist of this
Agreement, its attachments, exhibits, schedules, and
addenda,
1.6 Installation Schedule means that schedule set out
in Attachment B describing the Parties' intentions
respecting the times by which the components or aspects of
the Work therein set forth shall be installed and/or ready
for acceptance or beneficial use by CUSTOMER.
ARTICLE 2
HONEYWELL'S RESPONSIBILITIES
2.1 HONEYWELL Services
2.1.1 HONEYWELL shall be responsible for
construction of the Project. Equipment shall be provided
by Badger Meter, Inc, and Itron, Inc, pursuant to the
contract between HONEYWELL and said providers, this
equipment shall be rendered for the interest of, ancl paid
by, HONEYWELL.
2.2 Responsibilities with Respect to the Work
2.2.1 HONEYWELL will provide construction
supervision, inspection, labor, materials, tools, construction
equipment and subcontracted items necessary for the
execution and completion of the Work.
2.2.2 HONEYWELL shall keep the premises in an
orderly fashion and free from unnecessary accumulation of
waste materials or rubbish caused by its operations, If
HONEYWELL damages property not needed for the
Work, HONEYWELL shall repair the property to its pre-
existing condition unless CUSTOMER directs otherwise.
At the completion of the Work, HONEYWELL shall
remove waste material supplied by HONEYWELL under
this Agreement as well as all its tools, construction
equipment, machinery and surplus material.
HONEYWELL shall dispose of all waste materials or
rubbish caused by its operations; provided, that unless
otherwise specifically agreed to in this Agreement,
HONEYWELL shall not be responsible for disposal of
toxic or hazardous materials that may reside at the facilities
2.2.3 HONEYWELL shall give all notices and comply
with all laws ancl ordinances legally enacted as of the date
of execution of the Agreement governing the execution of
the Work, Provided, however, that HONEYWELL shall
not be responsible nor liable for the violation of any code,
law or ordinance caused by CUSTOMER or
CUSTOMER's rate-payers or existing in CUSTOMER's
rate-payer's property prior to the commencement of the
Work.
2.2.4 HONEYWELL shall comply with all applicable
federal, state and municipal laws and regulations that
regulate the health and safety of its workers while
providing the Work, and shall take such measures as
required by those laws ancl regulations to prevent injury
and accidents to other persons on, about or adjacent to the
City of Augusta, GA 2002
site of the Work, It is understood and agreed, however,
that HONEYWELL shail have no responsibility for
elimination or abatement of health or safety hazards
created or otherwise resulting from activities at the site of
the Work carried on by persons not in a contractual
relationship with HONEYWELL, including CUSTOMER,
CUSTOMER's rate-payers, contractors or subcontractors,
CUSTOMER's tenants or CUSTOMER's visitors,
CUSTOMER agrees to cause its contractors,
subcontractors and tenants to comply fully with all
applicable federal, state and municipal laws and
regulations governing health and safety and to comply with
all reasonable requests and directions of HONEYWELL
for the elimination or abatement of any such health or
safety hazards at the site of the work.
2.3 Patent Indemnitv
2.3.1 HONEYWELL shall, at its expense, defend or, at
its option, settle any suit that may be instituted against
CUSTOMER for alleged infringement of any United States
patents related to the hardware manufactured and provided
by HONEYWELL, provided that: 1. Such alleged
infringement consists only in the use of such hardware by
itself and not as part of, or in combination with, any other
devices, parts or software not provided by HONEYWELL
hereunder; 2. CUSTOMER gives HONEYWELL
immediate notice in writing of any such suit and permits
HONEYWELL, through counsel of its choice, to answer
the charge of infringement and defend such suit; and 3.
CUSTOMER gives HONEYWELL all needed
information, assistance and authority, at HONEYWELL's
expense, to enable HONEYWELL to defend such suit.
2.3.2 If such a suit has occurred, or in HONEYWELL's
opInIOn is like]y to occur, HONEYWELL may, at its
election and expense: obtain for CUSTOMER the right to
continue using such equipment; or replace, correct or
modify it so that it is not infringing; or remove such
equipment and grant CUSTOMER a credit therefore, as
depreciated,
2.3.3 In the case of a final award of damages in any
such suit, HONEYWELL will pay such award.
HONEYWELL shall not, however, be responsible for any
settlement made without its written consent.
2.3.4 THIS ARTICLE STATES HONEYWELL'S
TOTAL LIABILITY AND CUSTOMER'S SOLE
REMEDY FOR ANY ACTUAL OR ALLEGED
INFRINGEMENT OF ANY PATENT BY THE
HARDWARE MANUFACTURED AND PROVIDED
BY HONEYWELL HEREUNDER. IN NO EVENT
SHALL HONEYWELL BE LIABLE FOR ANY
INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES RESULTING FROM ANY SUCH
ACTUAL OR ALLEGED INFRINGEMENT,
EXCEPT AS SET FORTH IN THIS SECTION 2.3.
2.4 Warranties and Completion
2.4.1 HONEYWELL warrants CUSTOMER good and
clear title to all equipment and materials furnished to
CUSTOMER pursuant to this Agreement (except any
licensed software, which shall be governed exclusively by
the party holding such rights), free and clear of liens and
encumbrances, HONEYWELL hereby warrants that all
such equipment and materials shall be of good quality and
shall be free from defects in materials and workmanship,
including installation and setup, for a period of one (I)
year from the date of beneficial use or substantial
completion of the equipment or portion of the Work in
question, provided that no repairs, substitutions,
modifications, or additions have been made, except by
HONEYWELL or with HONEYWELL's written
permission, and provided that after delivery such
equipment or materials have not been subjected by non-
HONEYWELL personnel to accident, neglect, misuse, or
use in violation of any instructions supplied by
HONEYWELL. HONEYWELL's sole liability hereunder
shall be to repair promptly or replace defective equipment
or materials, at HONEYWELL's option and at
HONEYWELL's expense. The limited warranty contained
in this Section 2.4.1 shall constitute the exclusive remedy
of CUSTOMER and the exclusive liability of
HONEYWELL for any breach of any warranty related to
the equipment and materials furnished by HONEYWELL
pursuant to this Agreement.
2.4.2 In addition to the warranty set forth in Section
2.4.1 above, HONEYWELL shall, at CUSTOMER's
request, assign to CUSTOMER any and all manufacturer's
or installer's warranties for equipment or materials not
manufactured by HONEYWELL and provided as part of
the Work, to the extent that such third-party warranties are
assignable and extend beyond the one (1) year limited
warranty set forth in Section 2.4.1,
2.4.3 THE WARRANTIES SET FORTH HEREIN
ARE EXCLUSIVE, AND HONEYWELL
EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, WHETHER WRITTEN OR ORAL,
IMPLIED OR STATUTORY, INCLUDING BUT NOT
LIMITED TO, ANY WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WITH RESPECT TO THE
EQUIPMENT AND MA TERIALS PROVIDED
HEREUNDER. HONEYWELL SHALL NOT BE
LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING FROM, OR RELA TING TO, THIS
LIMITED WARRANTY OR ITS BREACH.
City of Augusta, GA 2002
2
ARTICLE 3
CUSTOMER'S RESPONSIBILITIES
3.1 CUSTOMER shall provide HONEYWELL full
information regarding the requirements for the Work,
3.2 CUSTOMER shall designate a representative who
shall be fully acquainted with the Work, and who has
authority to approve changes in the scope of the Work and
render decisions promptly,
3.3 CUSTOMER shall furnish to HONEYWELL all
information regarding legal limitations, utility locations
and other information reasonably pertinent to this
Agreement, the Work and the Project.
3.4 If CUSTOMER becomes aware of any fault or
defect in the Work, it shall gIve prompt written notice
thereof to HONEYWELL.
3.5 The services and information required by the
above paragraphs shall be furnished with reasonable
promptness at CUSTOMER's expense and HONEYWELL
shall be entitled to rely upon the accuracy and the
completeness thereof,
3.6 Prior to the commencement of the Work and at
such future times as HONEYWELL shall reasonably deem
appropriate, CUSTOMER shall furnish evidence in a form
satisfactory to HONEY\VELL that sufficient funds are
available and committed to pay for the Work, Unless such
evidence is furnished, HONEYWELL is not required to
commence or continue any Work. Further, if CUSTOMER
does not provide such evidence, HONEYWELL may stop
work upon fifteen (15) days notice to CUSTOMER. The
failure of HONEYWELL to insist upon the providing of
this evidence at anyone time shall not be a waiver of
CUSTOMER's obligation to make payments pursuant to
this Agreement, nor shall it be a waiver of
HONEYWELL's right to request or insist that such
evidence be provided at a later date,
3.7 As a government entity CUSTOMER shall
provide HONEYWELL with tax exempt certification upon
request.
ARTICLE 4
SUBCONTRACTS
4.1 At its exclusive option, HONEYWELL may
subcontract some or all of the Work,
4.2 A Subcontractor is a person or entity who has a
direct contract with HONEYWELL to perform any effort
in connection with the Work, The term Subcontractor does
NOT include any separate contractors employed by
CUSTOMER or such separate contractors' subcontractors.
4.3 For the purposes of this Agreement, no
contractual relationship shall exist between CUSTOMER
and any Subcontractor. HONEYWELL shall be
responsible for the management of its Subcontractors in
their performance of their Work,
ARTICLE 5
INST ALLA TION
5.1 The Work to be performed under this Agreement
shall be commenced and substantially completed as set
forth in the Installation Schedule attached hereto as
Attachment C.
5.2 If HONEYWELL is delayed at any time in the
progress of performing its obligations under this
Agreement by any act of CUSTOMER or any contractor
employed by CUSTOMER; or by changes ordered or
requested by CUSTOMER in the Work performed
pursuant to this Agreement; or by labor disputes, fire,
unusual delay in transportation, adverse weather conditions
or other events or occurrences which could not be
reasonably anticipated; or unavoidable casualties; or any
other problem beyond HONEYWELL's reasonable control
(an "Excusable Delay"), then the time for performance of
the obligations affected by such Excusable Delay shall be
extended by the period of any delay actually incurred as a
result thereof. If any delay, or cumulative delays, within
CUSTOMER's control, extends beyond ten (10) days,
CUSTOMER shall reimburse HONEYWELL for all
additional costs resulting therefrom.
ARTICLE 6
PRICE AND PAYMENT
6.1 Price
6.1.1 The price for the Work is six million, seventy
three thousand, seven hundred and eighty four Dollars
($6,073,784), subject to the adjustments set forth in Article
7,
6.1.2 The price is based upon laws, codes and
regulations in existence as of the date this Agreement is
executed. Any changes in or to applicable laws, codes and
regulations affecting the cost of the Work shall be the
responsibility of CUSTOMER and shall entitle
HONEYWELL to an equitable adjustment in the price and
schedule,
City of Augusta, GA 2002
3
6.1.3 The price will be modified for delays caused by
CUSTOMER and for Changes in the Work, all pursuant to
Article 7.
6.2
Payment
6.2.1 Upon execution of this Agreement, CUSTOMER
shall payor cause to be paid to HONEYWELL the full
price for the Work, in accordance with the Payment
Schedule, Attachment C. Payment shall be made net ten
(10) days of invoice date,
ARTICLE 7
CHANGES IN THE PROJECT
7.1 A Change Order is a written order signed by
CUSTOMER and HONEYWELL authorizing a change in
the Work or adjustment in the price, or a change to the
Installation Schedule described in Attachment B.
7.2 Claims for Concealed or Unknown Conditions
If conditions are encountered at the site that are (1)
subsurface or otherwise concealed physical conditions
which differ materially from those indicated in the Contract
Documents, or (2) unknown physical conditions of an
unusual nature, which differ materially from those
ordinarily found to exist and generally recognized as
inherent in construction activities of the character provided
for in the Contract Documents, then notice by the
observing party shall be given to the other party promptly
before conditions are disturbed and in no event later than
twenty-one (21) days after first observance of the
conditions, and, if appropriate, an equitable adjustment to
the Contract Price and Installation Schedule shall be made
by a Change Order. If agreement cannot be reached by the
Parties, the party seeking an adjustment in the Price or
Installation Schedule may assert a claim in accordance with
Paragraph 7 A.
7.3 If HONEYWELL wishes to make a claim for an
increase in the Price or an extension in the Installation
Schedule it shall give CUSTOMER written notice thereof
within (30) days after the occurrence of the event giving
rise to such claim. This notice shall be given by
HONEYWELL before proceeding to execute the Work,
except in an emergency endangering life or property, in
which case HONEYWELL shall have the authority to act,
in its discretion, to prevent threatened damage, injury or
loss, Claims arising from delay shall be made within (30)
days after the delay. Increases based upon design and
estimating costs with respect to possible changes requested
by CUSTOMER shall be made within thirty (30) days after
the decision is made not to proceed with the change. No
such claim shall be valid unless so made. Any change in
the Price or the Installation Schedule resulting from such
claim shall be authorized by Change Order,
7.4
Emerl!encies
In any emergency affecting the safety of persons or
property, HONEYWELL shall act, at its discretion, to
prevent threatened damage, injury or loss. Any increase in
the Price or extension of time claimed by HONEYWELL
on account of emergency work shall be determined as
provided in Section 7.3,
ARTICLE 8
INSURANCE, INDEMNITY, AND LIMITATION OF
LIABILITY
8.1 Indemnitv
8.1.1 HONEYWELL agrees to indemnify and hold
CUSTOMER, and CUSTOMER's consultants, agents and
employees harmless from all claims for bodily injury and
property damages [other than the Work itself and other
property insured under Paragraph 804] to the extent such
claims result from or arise under HONEYWELL's
negligent actions/inactions or willful misconduct in its
performance of the Work. PROVIDED THAT,
NOTHING IN THIS ARTICLE SHALL BE
CONSTRUED OR UNDERSTOOD TO ALTER THE
LIMITATIONS OF LIABILITY CONTAINED IN
THIS ARTICLE AND ARTICLE 2.
8.1.2 CUSTOMER shall indemnify and hold harmless
HONEYWELL and HONEYWELL's consultants, agents
and employees from and against all claims, damages,
losses and expenses, including but not limited to attorneys'
fees, arising out of, or resulting from, any act or omission
of CUSTOMER or CUSTOMER's contractors, consultants,
agents or employees.
8.2 Contractor's Liabilitv Insurance
8.2.1 HONEYWELL shall purchase and maintain such.
insurance as will protect it from claims that may arise out
of or result from HONEYWELL's operations under this
Agreement.
8.2.2 The Commercial General Liability Insurance.shall
include independent contractors, completed operations, and
blanket contractual liabi]ity on all written contracts, all
including broad form property damage coverage.
8.2.3 HONEYWELL's
Automobile Liability
Commercial
Insurance, as
General
required
and
by
City of Augusta, GA 2002
4
Subparagraphs 8.2.1 and 8,2.2, shall be written for not less
than limits of liability as follows:
(a) Commercial General Liability
Combined Single Limit
$ 2,000,000 Each Occurrence
(b)
Commercial Automobile
Combined Single Limit
$ 2,000,000 Each Occurrence
Liability
8.2.4 HONEYWELL shall maintain at all times during
the performance of the Work and Services hereunder,
Workman's Compensation Insurance in accordance with
the laws of the State in which the Work is performed,
8.3 Limitation of Liability
8.3.1 IN NO EVENT SHALL HONEYWELL BE
LIABLE TO CUSTOMER FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, SPECULATIVE,
REMOTE, OR CONSEQUENTIAL DAMAGES
ARISING FROM, RELATING TO, OR CONNECTED
WITH THE WORK, EQUIPMENT, MATERIALS,
OR ANY GOODS OR SERVICES PROVIDED
HEREUNDER.
8.3.2 AS A SEPARATE AND INDEPENDENT
LIMITATION ON HONEYWELL'S LIABILITY,
HONEYWELL'S TOTAL LIABILITY TO
CUSTOMER ARISING OUT OF OR IN RELATION
TO THIS AGREEMENT SHALL NOT EXCEED THE
TOTAL PAYMENTS STATED IN ATTACHMENT C,
PA YMENT SCHEDULE.
ARTICLE 9
TERMINA nON OF THE AGREEMENT
9.1 If HONEYWELL defaults in, or fails or neglects
to carry forward the Work in accordance with this
Agreement, CUSTOMER may provide notice in writing of
its intention to temlinate this Agreement to
HONEYWELL. If HONEYWELL, following receipt of
such written notice, neglects to cure or correct the
identified deficiencies within fifteen (15) business days,
CUSTOMER may provide a second written notice. If
HONEYWELL has not, within fifteen (15) business days
after receipt of such notice, acted to remedy and make
good such deficiencies, CUSTOMER may terminate this
Agreement and take possession of the site together with all
materials thereon, and move to complete the Work itself
expediently, If the unpaid balance of the contract sum
exceeds the expense of finishing the Work, the excess shall
be paid to HONEYWELL, but if the expense exceeds the
unpaid balance, HONEYWELL shaIl pay the difference to
CUSTOMER.
9.2 If CUSTOMER fails to make payments as they
become due, or otherwise defaults or breaches its
obligations under this Agreement, HONEYWELL may
give written notice to CUSTOMER of HONEYWELL's
intention to terminate this Agreement. If, within fifteen
(15) days foIlowing receipt of such notice, CUSTOMER
fails to make the payments then due, or otherwise fails to
cure or perform its obligations, HONEYWELL may, by
written notice to CUSTOMER, terminate this Agreement
and recover from CUSTOMER payment for Work
executed and for losses sustailled for materials, tools,
construction equipment and machinery, including but not
limited to, reasonable profit.
ARTICLE 10
ASSIGNMENT AND GOVERNING LAW
10.1 All claims, disputes and other matters in question
between CUSTOMER and HONEYWELL arising out of
or relating to this agreement, or the breach thereof, shall be
decided in the Superior Court of Richmond County,
Georgia, The parties, through the execution of this
agreement, specifically consent to the jurisdiction and
venue of Richmond County Georgia, and waives any right
to contest the jurisdiction and venue in the Superior Court
of Richmond County, Georgia.
10.2 Neither party to the Agreement shaIl assign this
Agreement or sublet it as a whole without the written
consent of the other party. Such consent shall not be
reasonably withheld, except that HONEYWELL may
assign to another party the right to receive payments due
under this Agreement. HONEYWELL may enter into
subcontracts for the Work without obtaining
CUSTOMER's consent.
ARTICLE 11
MISCELLANEOUS PROVISIONS
11.1 The Table of Contents and headings in this
Agreement are for information and convenience only and
do not modify the obligations of this Agreement.
11.2 Confidentiality. As used herein, the term
"CONFrDENTIAL INFORMATION" shaIl mean any
information in readable form or in machine-readable form,
including software supplied to CUSTOMER by
HONEYWELL, that has been identified or labeled as
"Confidential" and/or "Proprietary" or with words of
similar import. CONFIDENTIAL INFORMATION shall
also mean any information that is disclosed orally and is
designated as "Confidential" and/or "Proprietary" or with
words of similar import at the time of disclosure and is
reduced to writing, marked as "Confidential" and/or
City of Augusta, GA 2002
5
"Proprietary" or with words of similar import, and supplied
to the receiving party within ten (10) days of disclosure.
All rights in and to CONFIDENTIAL INFORMATION
and to any proprietary and/or novel features contained in
CONFIDENTIAL INFORMATION disclosed are reserved
by the disclosing party; and the party receiving such
disclosure will not use the CONFIDENTIAL
INFORMATION for any purpose except in the
performance of this Agreement and will not disclose any of
the CONFIDENTIAL INFORMATION to benefit itself or
to damage the disclosing party. This prohibition includes
any business information (strategic plans, etc,) that may
become known to either party,
Each party shall, upon request of the other party or upon
completion or earlier termination of this Agreement, return
the other party's CONFIDENTIAL INFORMATION and
all copies thereof,
Notwithstanding the foregoing provIsIOns, neither party
shall be liable for any disclosure or use of information
disclosed or communicated by the other party if the
information:
(a) is publicly available at the time of disclosure or
later becomes publicly available other than
through breach of this Agreement; or
(b) is known to the receiving party at the time of
disclosure; or
(c) is subsequently rightfully obtained from a third
party on an unrestricted basis; or
(d) is approved for release in writing by an authorized
representative of the disclosing party.
HONEYWELL acknowledges that all records relating to
this agreement and the services under the contract may be a
public record subject to Georgia's Open Record Act (O.c.
G.A. ~ 50-I8-70m et seq,), HONEYWELL shall cooperate
fully in responding to such request and making all records,
not exempt, available for inspection and copying as
provided by law, Should HONEYWELL contend that any
record requested constitute a trade secret exempt from
public disclosure, it shall designate such records as trade
secrets or "CONFIDENTIAL INFORMATION". This
shall include all attorneys' fees and expenses of litigation
in defense of any attempt or litigation to compel disclosure
of such records,
The obligation of this Article shall survive any expiration,
cancellation or termination of this Agreement.
11.3 If any provision is held illegal, invalid or
unenforceable, the remaining provisions of this Agreement
shall be construed and interpreted to achieve the purposes
of the Parties.
11.4 Risk of loss for all equipment and materials
provided by HONEYWELL hereunder shall transfer to
CUSTOMER upon successful installation of such
equipment by HONEYWELL or its Subcontractor and title
shall pass upon payment by CUSTOMER to
HONEYWELL, whichever occurs later.
11.5 Final notice or other communications required or
permitted hereunder shall be sufficiently given if
personally delivered to the person specified below, or if
sent by registered or certified mail, return receipt
requested, postage prepaid, or by a recognized national
carrier, addressed as follows:
To HONEYWELL:
HONEYWELL DMC Services, L.L.c.
Stonehill Corporate Center. 999 Broadway
Saugus. MA 01906
Attention: Contracts Department
To CUSTOMER:
Augusta. Georgia, 530 Greene Street. Suite 80 I Augusta.
GA 30911
Attention: George Kolb (Administrator)
11.6 Waiver. HONEYWELL's failure to insist upon
the performance or fulfillment of any of CUSTOMER's
obligations under this Agreement shall not be deemed or
construed as a waiver or relinquishment of the future
performance of any such right or obligation hereunder.
11.7 If any prOVISIon of this Agreement or the
application thereof to any circumstances shall be held to be
invalid or unenforceable, then the remaining provisions of
this Agreement or the application thereof to other
circumstances shall not be affected hereby and shall be
valid and enforceable to the fullest extent permitted by law.
City of Augusta, GA 2002
6
APPROVALS:
The parties hereby execute this Agreement as of the date first set forth herein by the signatures of their duly authorized
representatives:
HONEYWELL DMC Services, L.L.C.
Augusta, Georgia
By /0;::4-
1:~~~~
Title: M.~rl
Date ~tfi ~
JiJzt;4~, ~ ~~
Name: Kent F. Anson
Title: President
Date: ~("J-II 03
Rev. 04/02
Honeywell
nil"
UIIIU
METEI. .
". :.ervlces
Attachment A - The Work
Augusta, Georgia
Commercial Meter Scope Of Services
February 11, 2003
Rev. 2.0
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
Table Of Content
PROGRAM OVERVIEW
4
1.0 PROFESSIONAL PUBLIC RELATIONS CAMPAIGN -~
1.1 ADVERTISEMENTS IN LOCAL PAPER
4
1.2 Direct Mail Campaign 4
1.3 Color Brochure 4
2.0 CUSTOMER CARE CENTER 4
2.1.1 ATTEMPTS AT CONTACT 4
2.1.2 PHONE LINES 24
2.1.3 CUSTOMER CONVENIENCE 5
2.1.4 INSTALLATION HOURS 5
3.0 UPDA TED DATABASE 5
3.1 Meter! AMR Technology Records 5
3.2 GPS Coordinates 5
3.3 Documented Site Conditions 5
4.0 PROJECT DETAILED OUTLINE 6$
4.1 Program Manager 5
4.2 Office and Warehouse 6
4.3 Employee Screenings 6
4.4 Employee Identification 6
4.5 Vehicle Identification 7
4.6 Appointment Setting 7
4.7 Surveying of Three-Inch and Larger Meters 7
4.8 CFR 1910 OSHA Regulations 7
4.8.1 VEIDCLE CONFINED SPACE EQUIPMENT 8
4.9 Removal of the Existing (old) Meter 8
4.9.1 EXAMINA TION OF THE EXISTING PIPING 8
4.9.2 ISOLA TION 8
4.9.3 INLET ISOLATION VALVE FAILURE 9
4.9.4 OUTLET ISOLATION VALVE FAILURE 9
2
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
4.9.5 RELEASE OF PRESSURE
4.9.6 BOLT REMOVAL
4.9.7 OLD METER REMOVAL AND STORAGE
9
9
L09
4.10 Installation of the New Meter
4.10.1 CLEANING OF FLANGES
4.10.2 SPOOL PIECES
4.10.3 EXTIRA SPACE
4.10.4 ELBOWS REDUCERS ETC.
4.10.5 PIPE AND OR VAULT RECONFIGURATION
4.10.6 NUTS, BOLTS, AND WASHERS
4.10.7 GASKETS
4.10.8 METER DIRECTION
4.10.9 RE-OPENING ISOLATION VALVES
4.10.10 INSPECTION FOR LEAKS
4.10.11 PuRGING OF AIR
4.10.12 SYSTEM FLUSIDNG
4.10.13 PROPERTY CHECK
10
10
10
10
10
11+0
11+0
11
11
11
11
12-1+
1~-1+
12-1+
4.11 Damage to Property
12
4.12 Data Collection
12
4.13 Reporting
4.13.1 DAILY TRACKING AND MONITORING
4.13.2 MEETINGS
12
.u~
13
5.0 NON-STANDARD SERVICES
13
5.1 Auguslta Approval
5.2 Examples of Non-Standard Services
13
13
6.0 TRAINING FOR AUGUSTA PERSONNEL
14lJ
6.1 Training Requirements
13
7.0 EXECUTION AND COMPLETION
14lJ .
8.0 AUGUSTA RESPONSIBILITIES
14lJ
8.1 Accounts Not Conforming to Contractual Standards
14
3
Augusta, Georgia Scope Of Services
Honeywell DMC Seivices, L.L.c.
Program Overview
It is the intention for Honeywell to perform the installation of the commercial
potable water meters ranging in size from 5/8 inch to 10 inch and also the
installation of 1000 residential potable water meters within Augusta, Georgia's
distribution system. Inclusive of this installation work will be the incorporation
of an AMR radio frequency drive by system. Honeywell will provide all
necessary program management, labor, and materials to complete the program
within the contractual time frame and as specified by Augusta.
1.0 Professional Public Relations Campaign
1.1 Advertisements in local paper
Honeywell will advertise in the local papers to inform Augusta's customers of the
up coming program, the benefits, and technology.
1.2 Direct mail campaign
Honeywell will perform one direct mailing to Augusta's effected customers to
once again inform them of the nature of the program, its benefits, and the time
frame for installations in their area.
1.3 Color brochure
Honeywell will produce a color brochure with information pertaining to the
program and pertinent phone numbers for information and customer service.
2.0 Custolner Care Center
2.1 Honeywell DMC Services, L.L.C will be responsible for
appointment setting.
2.1.1 Attempts at contact
Honeywell will make a minimum of five attempts (3 phone calls which may
include off hours and a minimum of two letters) to try and schedule the customer.
4
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
2.1.2 Phone lines
Honeywell will have adequate phone lines to accommodate the influx of
customer's calls. A toll free number will be established for customer calls and
concerns.
2.1.3 Customer convennence
Appointments will be set at the customer/property owner's convenience.
2.1.4 InstaUation hours
Honeywell must allow for flexible installation hours to accommodate the
customer/property owner in accordance with their operational hours. In example:
Honeywell may have to work split shifts such as 05:00 am to 12:00 pm and then
again between 10:00 pm to 06:00 am. Also Honeywell will be available to work
Monday through Sunday the hours again will be determined by the customer's
ability to schedule.
3.0 Updated Database
3.1 Meter/AMR technology records
All records such as meter numbers, technical drawings etc. will revert to the
property of Augusta.
3.2 GPS coordinates
All meters will have their latitude and longitude records recorded by Honeywell and
will revert to the property of Augusta.
Honeywell shall supply four (4) GEO XT 128mb stand-alone Global Positioning
Devices CGPS) data collecting systems catalog No. 47200-00. Price for the above
item is $3,146.00 per unit, plus an additional $446.00 per unit for the associated
software. These handheld units will be purchased by Augusta from their low bid
supplier. Honeywell shall be responsible for the cost of these four (4) units and
associated software. Augusta shall incur no tax on the purchase of these items.
3.3 Documented site conditions
All three inch and larger meters will have detailed data collected, which will
include but not limited to:
~ Vault condition and size
~ Piping size, type, and condition
~ Valve size, type, and condition
~ By-pass (if any) size and valve type
5
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
4.0 Project Detailed Outline
4.1 Program Manager
Honeywell shall incorporate a Program Manager dedicated solely and exclusively
to the Augusta Program and whose responsibilities will include but not limited to:
);> Overall Field Installation Services requirements, deliverables and Field
Installation Services activities.
);> Primary communication interface to Augusta. Operations Management.
);> Adherence to the Field Installation Schedule and Route Installation Plan.
);> Coordination of all Field Installation Services related activities.
);> Responsible for Inventory Control Management.
);> Administration of action items.
);> Creation and distribution of reports as mutually agreed.
);> Participation in Project review and status meetings as called by Augusta.
);> Monthly invoice and reconciliation for Field Installation Services with
documentation detail for all charges as mutually agreed.
);> Additional scope work order management.
);> Pro-active communications with Augusta operations management of any
issues that may affect Honeywell ability to perform the Field Installation
Services.
);> Responsible for resolving customer related issues.
4.2 Office and warehousing
);> A local office and warehouse will be established. It will be of adequate
size to incorporate office staff and warehouse the new meter inventory and
additional installation materials.
);> The office will have adequate phone lines to accommodate the influx of
customer's calls.
4.3 Employee screenings
Honeywell and associated subcontractors shall conduct a background check
on each of its employees prior to the employee performing any function or
activity under this agreement involving any direct customer contact. As
used in this agreement "direct customer contact" shall include but not
limited to, any activity by Honeywell employee at or near a customer's
premises. The background check conducted by Honeywell shall consist of a
check of at least the following: drug testing, driving record, criminal history
(state and federal), and credit history. Each of Honeywell employees shall
be a citizen of the United States or an alien who has been lawfully admitted
6
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
for permanent residence as evidence by Alien Registration Receipt Card
Form 1-51. Honeywell employees will have. a valid identification card and
Social Security Card or acceptable identification confirming legal status to
work in the U.S., e.g., naturalization papers or resident alien card.
4.4 .Employee identification
Field installation personnel assigned under the contract shall have uniforms
and identification badges. Uniforms must have the company's logo.
Identification badges shall have company name, employee's full name,
employee identification number and a picture of the employee. All
personnel must wear uniforms and identification badges in plain sight at all
times during working hours.
4.5 Vehicle identification
All vehicles will be clearly marked by either a magnetic or permanent sign
displaying the company logo
4.6 Appointment setting
~ Honeywell will make a minimum of five attempts (3 phone calls which
may including off hours as needed and a minimum of two letters) to try
and schedule the customer.
~ Appointments will be set at the customer/property owner's convenience.
~ Honeywell must allow for flexible installation hours to accommodate the
customer/property Honeywell in accordance with their operational hours.
In example: Honeywell may have to work split shifts such as 05:00 am to
12:00 pm and then again between 10:00 pm to 06:00 am. Also Honey\vell
must be available to work Monday through Sunday the hours again will be
determined by the customer's ability to schedule.
~ Any customers/property Honeywell that refuses or cannot have their water
service interrupted will immediately be listed and given to Augusta for
discussion.
4.7 Surveying of three-inch and larger meters
The survey will contain but not be limited to the following:
~ Customer contact in which information of the future installation work will
be conveyed and recorded.
~ Scheduling information. In example: The best time for the installation,
day of the week, amount of time for the installation, etc.
~ Recording all pertinent setting information including valve condition and
type, vault dimensions, accessibility, all necessary setting measurements
7
Augusta, Georgia Scope Of Services
Honeywell DMC Services, LL.C.
to insure Honeywell has all necessary installation materials available Ft the
time of the installation.
4.8 CFR 1910 OSHA regulations
Honeywell shall be responsible for conforming to CFR 1910 of the aSh;.'"
confined space permit required entry procedure. This is inclusive of the
utilization of all necessary equipment and or permits required as well as
proof of certification for employees performing such acts.
4.8.1 Vehicle Confined space equipment
All vehicles performing commercial meter work that will be inclusive of
confined space work will have at a minimum but not limited to the
following:
I,) First aid kit
2,) Fire extinguisher (size based on DOT standard to vehicle GVWR)
3.) Reflective triangles or flares
4,) Traffic cones (number depending on state and local DOT codes)
5.) Warning signs: i.e, Road Work Ahead
6,) Hard hats
7.) Safety glasses
8.) Gloves
9.) Lockoutffagout Kit
10.) Retrieval harness
11.) Lifeline and retrieval winch
12.) Tripod
] 3.) Gas detection device
14,) Ventilation equipment
IS,) Warning signs
, " ]6.) Confined space and hot work permit
17.) Proof of company certification
4.9 Removal of the existing (old) meter
4.9.1 Examination of the existing piping
Honeywell shall examine the existing piping structure to verify its
condition. Should the service line be in a condition that the existing
piping will be damaged or the existing piping has a pre-existing leak the
installation shall not take place and Augusta will be notified by the next
business day for consultation.
4.9.2 Isolation
The meter will be isolated from the up-stream and down-stream line
pressure by use of the inlet and outlet isolation valves. These valves shall
8
:. ., '. Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
., ,.J( '.
be closed using the manufacturer's specifications for rate of clmure in
order to eliminate water hammer. If manufacturer's specifications are not
available then the following equation shall be utilized:
,027 x L x V
Time (in seconds) = P-p
'. :~{.:\.
L - Is the length of pipe before the valve, in feet
V - is the velocity of flow, in feet per second
P - is the pressure in the pipe, in pounds per square inch, when there i:, no flow
p - is the pressure in the pipe at full flow
.,f.
4.9.3 Inlet isolation valve failure
Should the inlet isolation valve fail to operate and the installation cannot
be performed, Augusta shall be notified by the next business day for
consultation. Augusta will work with Honeywell to arrive at a mutually
agreeable solution.
4.9.4 Outlet isolation valve failure
Should the outlet isolation valve fail to operate and or is missing then
Honeywell shall check the premise for equipment that may be damaged or
destroyed (in example: electric hot water tanks etc.) by the lack of
pressure in the facility. If not then the building is to be safely drained to
the outside by breaking the meter outlet flange or by an existing port on
the outlet piping. Should equipment exist that would be damaged to a loss
of pressure the installation will not be performed and Augusta will be
notified by the next business day to consult. Augusta will work with
Honeywell to arrive at a mutually agreeable solution.
':;.1':
4.9.5 Release of pressure
Once the meter has been isolated the pressure will be relieved on the meter
by loosening a t1arige, meter top, or use of an existing port on the existing
pIpmg.
4.9.6 !Bolt removal
The existing bolts will be removed by use of wrenches, torches, and or
combinations there of.
9
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
',0\::
4.9.7 Old meter removal and storage
The old meter will be completely removed from the setting, vault and or
inside facility. The old meter will not remain on site. The old meter is the
property of the utility and Honeywell will store the old meter for a period
of up to 15 days. Transportation of the old meters to Augusta or a
recycling center will be the responsibility of Augusta.
4.10 Installation of the new meter
. "
, I
4.10.1 Cleaning of flanges
All old flanges and piping will be cleaned and old gasket material and
debris will be removed.
4.10.2 Spool pieces
The new meter setting will incorporate a spool piece (manufacturer
preferred) of ductile iron inserted between the meter and the strainer, the
length of the spool will be five times the diameter of the new meter to be
installed. In example if the new meter size is to be a four-inch meter then
a ductile iron spool is to be inserted between the meter and strainer four
inches in diameter and twenty inches long.
4.10.3 Extra space
In the event the old meter is removed and more space exist than the new
meter span will cover there shall be no individual charge for filler flanges,
spool pieces etc.
4.10.4 Elbows reducers etc.
In the event, during the installation of the new meter, that a pipe fitting
such as a 90 degree elbow, 45 degree elbow, pipe reducer, reducing tee
etc. would be bolted directly to the strainer of the new meter, then a spool
piece of ductile iron shall be placed in front of the strainer with the same
10
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
diameter as the new meter and not less than five times in length of new
meter pipe diameter.
4.10.5 Pipe and or vault reconfiguration
Should major pipe reconfiguration and or vault reconstruction be required
to incorporate the new meter and strainer then no installation shall be
performed and Honeywell shall submit in writing with detailed drawings
and materials list as well as anticipated pricing to Augusta for further
reVIew.
4.10.6 Nuts, bolts, and washers
The new meter will be installed using no less than grade 3 zinc plated
bolts, nuts and washers. Bolts nuts and washers will be of a size specified
by the meter manufacturer in example three inch and four inch flanges will
require no less than a grade three 5/8 inch bolt, zinc plated heavy duty
washer, and heavy duty 1 1/16 inch zinc plated nut.
4.10.7 Gaskets
Gaskets will be of various thicknesses to help ease the installation and will
be of neoprene type or equivalent. Asbestos gaskets will not be permitted.
Gaskets may also be of the ring or full-face type.
4.10.8 Meter direction
Honeywell shall make certain that the new meter and strainer has been
installed in the proper direction to minimize inconvenience to the
customer by having to remove and turn the meter around.
4.10.9 Re-opening isolation valves
After all flanges have been securely tightened the inlet isolation valve will
be opened.
4.10.10 Inspection for leaks
The setting shall be wiped down and inspected for leaks.
11
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
4.10.11 Purging of air
The setting will be purged of all air by use of a bleeder screw on the new
meter or an existing flange or port on the setting.
4.10.12 System flushing
A fIxture such as a slop sink etc. shall be opened to allow line flushing and
the purging of remaining air in the system before the outlet isolation valve
is opened. The outlet isolation vale will be opened. The meter operation
should be checked at this time to see if all elements of the new meter are
operating.
4.10.13 Property check
Honeywell shall inspect the property for adequate pressure and flow and
that there are no related problems such as flush valves, reduced pressure
zone devices leaking.
4.11 Damage to property .
Honeywell shall be responsible for the cost of repair to property,
waterlines and other items damaged due to workmanship. Honeywell shall
preserve and protect existing trees, plants, branches and foliage from
damage that could result from installation operations. All surfaces shall be
restored to its original condition.
4.12 Data collection
Honeywell will collect at a minimum the following information either by
work order or electronic means. The Honeywell will detennine the means
by which data will be transferred.
I.) Account number
2,) Address
3,) Customer name and phone number
4,) Old meter size and type
5,) Old meter serial number
6.) Old meter reading
7.) Materials used during the installation
8,) New meter size and type
9,) New meter reading
Digital photo of the completed setting
4.13 Reporting
12
Augusta, Georgia Scope Of Services
Honeywell DMC Services, L.L.c.
Honeywell will be responsible for reporting to Augusta.
4.13.1 Daily tracking and monitoring
Honeywell will monitor and track the daily progress of the program.
Honeywell will be responsible for tracking, out not limited to, the
following:
)> Daily total scheduled for installation.
)> Daily installation totals including time and material.
)> Daily incomplete installations and reason why they were not completed.
)> Daily total of surveyed meters that will be scheduled.
)> Daily total of surveyed meters that cannot be scheduled.
)> Daily total of meters found to need fire service meters and currently are
not equipped as such.
)> Customer interactions primarily complaints and or damages and the
progress or state of each.
)> Warehouse/material inventory.
4.13.2 Meetings
Honeywell will conduct bi-montWy (twice a month) meetings to report in
detail the progress of the program and provide written reports to Augusta
in regards to said progress.
5.0 Non-Standard Services
5.1 Augusta approval
All non-standard requests will be pending Augusta's approval prior to
work commencing. Augusta will have 30 days to review and approve
non-standard work orders.
5.2 Examples of non-standard services
)> Meter vault reconstruction
)> Extensive new piping requirements
)> Concrete and asphalt work
>- Special police traffic details
)> Pit box replacement
13
Augusta, Georgia Scope Of Ser-vices
HoneywelJ DMC Services, L.L.C.
~ Additional piping to convert a turbine meter to a compound meter
6.0 Training For Augusta Personnel
6.1 Training requirements
Honeywell shall provide training to Augusta personnel on the meter and
reading system to be installed as required.
,.
7.0 Execution ~nd Completion
Execution of the contract shall begin no later than 45 days after the award of
said contract. Honeywell shall have 14 months to complete said contract
from the time said contract is awarded.
8.0 Augusta Responsibilities
8.1 Accounts not conforming to contractual standards
Honeywell will to the best of its ability make forth every effort to complete
all existing accounts as specified. Augusta will assume responsibilities for
any and all accounts that do not fall within the original scope of the contract.
Some examples will be as follows:
~ Customers refusing to have the installation work performed.
~ Customers who refuse to respond to the program.
~ Customers who refuse to have service interrupted.
~ Installations that require modifications/repair that are beyond the base
scope of this contract and are not covered by the nonstandard services
fund will be tumed back to Augusta.
14
ATTACHMENT B
INST ALLA nON SCHEDU~.:(<;
Honeywell will submit its installation procedures and installation schedule no
later than 30 days after contract signing. Augusta perscnnel and Honeywell wilJ
review and approve the implementation plan and after such approval, Augusta
shall issue a notice to proceed. Honeywell shall comm~nce installation no later
than 30 days from the notice to proceed. Honeywell shall complete the Work in
accordance with this Agreement, thirteen (13) months from date of the notice to
proceed.
Attachment C (Rev, 04/02)
Page 1 of 1
A TT ACHMENT C
PA YMENT SCHEDULE
1.0 Payment Terms
1. 1 The payment schedule herein has been established for the 14 month term of this Work, Payment shall
be made within thirty (30) days of invoice date.
Total Payments are:
$ 6,073,784
1.2 A mobilization fee of 20% of the Total Payments shall be paid within 30 days of contract signing,
1.3 Progress payments shall be invoiced monthly and will be based on the actual percentage of successful
installations performed.
2.0 Quantity of Work
2.1 The project consists of the delivery / installation of the following:
Small Meter Otv C&I (PO) Oty
5/8" 4,134 (includes 1,000 residential) 1-1/2" 761
3/4" 0 2" 450
I" 1,057
C&I (Turbo) Oty C&I (Compound) Oty
2" 5 2" 107
3" 82 3" 121
4" 62 4" 93
6" 60 6" 40
8" 18
10" 6
12" 4
Additional EQuipment / Services
18, G5R Handheld Units
t, DCU4 Data Collection Unit
Required Software
Billing Interface Integration
Training for Augusta personnel
2,2 The above meter inventory is based on the best estimates of Augusta and Honeywell. Changes in this
scope will be adjusted by mutual agreement between Honeywell and Augusta before any changes are
implemented.
Attachment E (Rev, 04/02)
Page 1 of I
ATTACHMENT D
WATER METER ACCURACY GUARANTEE AND SYSTEM WARRANTY
1.0 TERM AND TERMINATION
1.1 Guarantee Term. The Meter Accuracy Guarantee shall commence on the day after each successful installation
pursuant to this Agreement and shall terminate at the end of the Quarantee Period unless terminated earlier as provided for in
Section 1.2 below. The Term of this Guarantee Period is defined in Section 3,0 of Attachment D.
1.2 Guarantee Termination. AIl accuracy guarantees are contingent upon the implementation of a HoneyweIl DMC
approved maintenance agreement (not to exceed $500,000 per year, escalated at 3% per year) after completed installation.
Should Augusta choose to forego a maintenance agreement, or terminate an existing maintenance agreement in future years, the
Guaranteed Accuracy for that year and any years remaining in the Guaranteed Period shaIl be nuIl and void,
2.0 NEW METER ACCURACY GUARANTEE
2.1 New Meter Accuracy Guarantee. HONEYWELL guarantees to CUSTOMER that the identified new water meters
wiIl meet guaranteed accuracy requirements over the Term of the contract as defined in herein, In no event shaIl the penalties
provided herein exceed the total instaIlation for the Work under this Agreement.
2.2 New Meter Accuracy Overdrive. Additional meter accuracy above contract commitment as measured by
Honeywell's Measurement and Verification efforts wiII be included in the water meter accuracy guarantee reconciliation report
for the applicable Guarantee Year(s) and shall be applied, when needed, to cover any short fall in accuracy guarantee in future
years,
2.3 New Meter Acclllracy Shortfalls. In the event that the total accuracy in any Guarantee Year is less than the
Guaranteed Accuracy required for that Guarantee Year, after giving credit for any Accuracy Overdrive carried forward from
previous Guarantee Years, HONEYWELL shall, upon receipt of written demand from CUSTOMER, compensate CUSTOMER
the amount of any such shortfall, limited by the value of the guarantee, within sixty (60) days. Resulting compensation shall be
HONEYWELL's sole liability for any shortfall in the Guaranteed Accuracy.
2.4 Savine:s Reconciliation Documentation. HONEYWELL will provide CUSTOMER with a guarantee accuracy
reconciliation report after each Guarantee Year. Data and calculations utilized by HONEYWELL in the preparation of its
guarantee accuracy reconciliation report will be made available to CUSTOMER, along with such explanations and
clarifications as CUSTOMER may reasonably request.
2.5 Acceptance of Guarantee Reconciliation. At the end of each Guarantee Year CUSTOMER wiIl have forty-five (45)
days to review the guarantee accuracy reconciliation report and provide written notice to HONEYWELL of non-acceptance of
the Guarantee Accuracy for that Guarantee Year. Failure to provide written notice within forty-five (45) days of the receipt of
the guarantee savings reconciliation report wiIJ deem it accepted by CUSTOMER.
2.6 Guarantee Savine:s Reconciliation. Guarantee Savings wiIl be determined in accordance with the methodology(s),
utilized to establish the baseline system accuracy. Sampling size for future measurements wiIl be equivalent to the sampling
size utilized on the baseline measurement. Honeywell DMC reserves the right to expand the sampling size at HoneyweIl
DMC's discretion and expense,
ase me ample
Size / Type 5/8" I" 1,5" 2" 3" 4" 6" 8" 10"
Disc Meter 39 ]0 22
Turbo Meter 1 7 8 7 I 1
Compound 3 3 9 4
B r S
(] 15 total meters)
Page 1 of3
2.7 Activities and Events Adverselv Impacting Meter Accuracv. CUSTOMER shall promptly notify HONEYWELL
of any activities known to CUSTOMER which adversely impact HONEYWELL's ability to realize the Guaranteed Accuracy
and HONEYWELL shall be entitled to reduce its Guaranteed Accuracy by the amount of any such adverse impact to the extent
that such adverse impact is beyond HONEYWELL's reasonable control. This guarantee does not include any performance
degradation that arises as a result of improper infrastructure maintenance, degradation from current water quality, typical force
majeure events or other factors outside of Honeywell's reasonable control.
2.8 Guarantee Adjustment. HONEYWELL's Guaranteed Accuracy obligations under this Agreement are contingent
upon: (1) no alterations or additions being made by CUSTOMER to any Work performed in this Agreement without prior
notice to and agreement by HONEYWELL; (2) Honeywell's ability to render services not being impaired by circumstances
beyond its control. To the extent CUSTOMER defaults in or fails to perform fully any of its obligations under this Agreement,
HONEYWELL may, in its sole discretion, adjust its Guaranteed Accuracy obligation; provided, however, that no adjustment
hereunder shall be effective unless HONEYWELL has first provided CUSTOMER with written notice of CUSTOMER's
default(s) or failure(s) to perform and CUSTOMER has failed to cure its default(s) or failure(s) to perform within thirty (30)
days after the date of such notice.
3.0 GUARANTEED ACCURACY / GUARANTEE PERIOD
Honeywell DMC guarantees the average accuracy of the new water meters installed on this project will meet the following
minimum accuracy thresholds:
Guarantee 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
Year
Guaranteed 97% 97% 97% 96% 96% 96% 96% 96% 96% 96%
Accuracy
Failure to meet the accuracy threshold in any given year, after all remedies allowed in this contract have been exhausted, will
result in a payment to Augusta for missed revenues that are associated with the installed scope of work, The payment will be
equal to:
(Guaranteed Accuracy - Measured Accuracy) * (Annual Variable Water & Sewer Revenuefor the Missed Year)
4.0 SYSTEM WARRANTY
4.1 Product Warranty
Itron
...', -. 'T ~ ~ II" ::-..,.,...., .~. ., ~,. ..~.. - -. - ., - ~ _ _ ~
, f~Jifit...l.t' (e{' I " I' \'i~t~tWfii11'1'lf-{-J.ri:~X2Fk.o)i", :
.' J.....
, I ,.._ ~ ,,_. ,_ _ _ \ _ ~'
~;l'.-L '_ _ _ ".' ,. '..__ .... ~_~ ~;...;._ .... "-'. I~..., ~nIW.MJ:;ht, ~~.{.ID;;. .. . . ..
All Equipment and Licensed
Software
(excluding ERT Module & ERT
Batte
ERT Module
ERT Module Batte
1 Year
(on going warranty to be included in annual
maintenance contract)
10 Years
10 Years
Badger Meter
30 ears
15 ears
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4.1.2 Transfer of Product Warranties: Product warranties transfer to Augusta after implementation is complete
4.2 Labor Warranty
4.2.1 Installation Labor: All installation labor will be covered under warranty against defect for 1 year from date of
installation
4.2.2 Labor Warranty: The labor to replace defective product beyond the 1 year term stated in Section 4.2.1 above shall be
the sole responsibility of Augusta unless otherwise stated in the terms of the annual maintenance agreement between Hcmeywell
and Augusta,
Page 3 of 3