HomeMy WebLinkAboutService Agreement Honeywell DMC
Augusta Richmond GA
DOCUMENT NAME: ~ let<. ,""~_ E A "l ~ lC.t: P>~ \-\ONI:> Y W E.L-L- 'D ynQ
DOCUMENT TYPE: A) R ~t..p1 "E.. 6\.rf
YEAR: ;) OD S-
BOX NUMBER: -;) cs-
FILE NUMBER: l ry {p '-II
NUMBER OF PAGES: '1
Honevwell
SERVICE AGREEMENT
Date: January 20, 2005
(PROVIDER)
(CUSTOMER)
Honeywell DMC Services, L.L.C.
Honeywell Branch Address:
Stonehill Corporate Center
999 Broadway
City, State, Zip: Saugus, MA 01906
Augusta, GA
530 Greene Street
Augusta, GA 30901
Service Location Name:
Service Location Address:
Augusta, GA
360 Bay St., Suite 180, Augusta, GA 30901
Scope of Work: HONEYWELL shall provide the following equipment and services ("the Work") in accordance with the attached work scope
documents and terms and conditions, which form a part of this Agreement. Services HONEYWELL will provide under this Agreement
specifically exclude inspection, investigation, discovery, identification, prevention or remediation of Hazardous Substances (as defined in
Section 18.1) or Mold (as defined in Section 18.2), conditions caused by Hazardous Substances or Mold, or conditions that might cause or
promote the accumulation, concentration, growth or dispersion of Hazardous Substances or Mold.
Program: Commercial Water Meter Maintenance
Maintenance Plan Scope of Work, attached INul '"8"9 a
part of this agreement by reference.
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Contract Term:
36 months from the Effective Date.
Contract Effective Date:
Price for Year 1:
Price for Year 2:
Price for Year 3:
Payment Terms:
January 1, 2005
Four Hundred. fifteen thousand dollars. ($ 415.000.00)
Five hundred. fifteen thousand and 00/00 dollars. ($ 515.000.00)
Five hundred. twenty five thousand and 00/00 dollars ($ 525.000.00)
Quarterly, by the first day of each calendar quarter
Termination: CUSTOMER, at its option, may terminate the third year of this Agreement. CUSTOMER must notify _L
HO~Ey\vE~L in writing at least ninety (20) days prior to the cqqunen~menl~fthe thjrd y~r. J"'....j- 1..>;:. ~~ + - cJl AL '-
C~+t.C:.>\ ~~~~ -tt1.,~ S"Ctc:..fi jjN /rM).. frN"{ or"'\!)( ~I)c-" M (") -rLt. Cq~~'hY --, '-'.. 3 S~l-'l~
Submitted by HONEYWLL:. 64b-t( U"'+V ~ t .
Name: Stan VanDe moot
Title: Procurement and Contracts Manager
Date: January 20, 2005
Acceptance: This proposal and the pages attached shall become an Agreement in accordance with Article 13 below and only
upon signature below by an authorized representative of HONEYWELL and CUSTOMER.
Name:
Accepted by:
HONEYWELL DMC SERVICES, L.L.C.
L A ~ .~ l~Signature:
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CUSTOMER:
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Signature:
Name:
Title:
Title:
Date:
Date:
Honeywell Service Agreement (Rev. 08/04.2)
Page 1 of3
GeRen. Terms and Conditions
I. WORKING HOURS
Unless otherwise stated. all labor and services under this Agreement will be performed during thc hours ofS:OO
am - 4:30 pm local time Monday through Friday, excluding federal holidays. Iffor any reason CUSTOMER
requests HONEYWELL to furnish any laboT or services outside of the hours of s:oo a.m - 4:30 p.m local time
Monday through Friday (or on federal holidays), any overtime or additional expenses, such as rcpain; or
material costs not included in this Agrccmcnt, will be billed to and paid by CUSTOMER.
~
CUSTOMER agrees to pay the aImunt of any new or increased taxes or governmental charges upon labor or
the production, shipment, sale, installation. or use of equipment or software which become effective after the
date of this Agrccmcnt. If CUSTOMER claims any such taxes do not apply to transactions covered by this
Agreement, CUSTOMER shall provide HONEYWELL with a tax exemption certificate acceptable to the
applicable ta~ing authorities.
3. PROPRIETARY INFORMATION
3.1 All proprietary infonmtion (as defined herein) obtained by CUSTOMER from HONEYWELL
in connection with this Agreement will remain the property of HONEYWELL, and CUSTOMER will not
di\'Ulge such information to any third party without prior written consent of HONEYWELL. The term
"proprietary infonnation" means written infonnation (or oral information reduced to writing), or information in
machine-readable form, including but not limited to software supplied to CUSTOMER which HONEYWELL
deems proprietary or coofidcotial and characterizes as proprietary at the time of disclosure to CUSTOMER by
mari<ing or labeling the same: "Propric:tary, "Confidential", or ''Sensitive". The CUSTOMER shall incur no
obligations hereunder with respect to proprietary information which: (a) was in the CUSTOMER'S possession
or was known to the CUSTOMER prior to its rc:ccipt from HONEYWELL; (b) is independently developed by
the CUSTOMER without the utilization of such confidential infonmtion of HONEYWELL; (c) is or becomes
public knowledge through no fuuh of the CUSTOMER; (d) is or becomes awilable to the CUSTOMER from a
source other than HONEYWELL; (e) is or becomes awilable on an unrestricted basis to a third party from
HONEYWELL or from someone acting under its control; (I) is received by CUSTOMER after notification to
HONEYWELL that the CUSTOMER will not accept any further information.
3.2 CUSTOMER agrees that HONEYWELL may use: nonproprietary information pertaining to the
Agreement, and the work performed under the Agreement. for press releases, case studies, data analysis,
promotional purposes, and other similar documents or statements to be publicly released, as long as
HONEYWELL submits any such document or statement to CUSTOMER for its approwl, which will not be
unreasonably withheld
4. INSURANCE OBLIGATIONS
4.1 HONEYWELL shall maintain Commercial General and Automobile Liability Insurance
applicable to the Services for not less than the following limits of liability:
Commercial General Liability
Combined Single limit
Aggregate
S I ,000,000 Each Occurrence
S 10,000.000 Product & Completed Operations
Commcrdal Automobile Liability
Combined Single Limit
S I ,000,000 Each Occurrence
Workers' Compc:nsation
Statutory
4.2 CUSTOMER is responsible for maintaining its own liability and property insurance.
5. HAZARDOUS SUBSTANCES. MOLD AND UNSAFE WORKING CONDITIONS
5.1 Suspension and Termination on Discovery of Hazardous Substances or Mold HONEYWELL
has the right to suspend performance of its Services under this Agreement if HONEYWELL discovers or
otherwise becomes aware: of Hazardous Substances or Mold, or conditions HONEYWELL reasonably believes
may cause Hazardous Substances or Mold to be released, accumulated. concentrated or dispersed at a Site,
under circumstances that HONEYWELL reasonably believes may be hazardous, violate applicable laws, or
give rise to claims of any kind against CUSTOMER or HONEYWELL ("'Adverse Circumstances"). If
HONEYWELL suspends performance under this Section, HONEYWELL is nol obligated to continue its
Services until CUSTOMER provides evidence that Hazardous Substances or Mold do not exist at the Site under
Adverse Circumstances. HONEYWEll has the right to terminate this Agreement wrth respect to any Site
inunediately upon determination that Hazardous Substances or Mold are present at the Site under Adverse:
Circumstances that CUSTOMER cannot or will not remove or otherwise rcmediate within sixty (60) days after
discovery. The right to suspend or terminate perforrro.nce under this Section is solely for the benefit of
HONEYWELL. Nothing in this Section shall be construed to require HONEYWELL to disco""r or report
Hazardous Substances, Mold or Adverse Circumstances. Failure of HONEYWELL to discover. report, or
suspend or tenninate upon disco...ery of Hazardous: Substances, Mold or Adverse Circumstances, will not
relieve CUSTOMER of its indenmitication obligations under Section 5.7 of this Agreement.
5.2 Except as discussed below, CUSTOMER represents and warrants that at the sites where
HONEYWELL will undertake work or provide Services, there are no Hazardous Substances, except those
generated. labeled. stored, used. and disposed in strict accordance with applicable law.
5.3 CUSTOMER has not observed or received notice from any source (including without limitation
formal or informal complaints of employees or visitors) of (a) Hazardous Substances or Mold, either airborne or
on or within the walls, floors, ceilings. heating, ventilation and air conditioning systems, plumbing systems,
structure, and other components of the Site. or within furniture, fixtures, equipment, containers or pipelines in a
Site; or (b) conditions that, to CUSTOMER'S knowledge, might cause or promote accumulation, conccotration,
growth or dispersion of Hazardous Substances or Mold on or within such locations.
5.4 In areas in which HONEYWELL will be performing its Services, there are no conditions or
circumstances subject to special precautions OT equipment required by federal, state or local hcahh or safety
regulations or unsafe working conditions.
Exceptions to Representations and Warranties in 5, I, 5,2, and 5.3:
CUSTOMER shall notify HONEYWELL of any changes in conditions or regulations that occur during the
course of this Agreement that affect the foregoing representations and warranties, including without limitation
discovery of Hazardous Substances or Mold at a Site.
5.~ CUSTOMER acknowledges that CUSTOMER has not retained HONEYWELL to discover,
inspect, investigate, identify, prevcot or remediate Hazardous Substances or Mold, conditions caused by
Hazardous Substances or Mold, or conditiom that might cause or prormte accumulation, concentration, growth
or dispersion of Hazardous Substances or Mold. CUSTOMER agrees that HONEYWELLis not responsible for
Honeywell Service Agreement (Rev. 08/04.2)
any such discovery, inspeclion. investigation, identification" prevention or ,:~diation, or for any damages
arising from or related to the existence of Hazardous Substances or Mold at 8 Site,
5.6 CUSTOMER acknowledges that the operation of the Covered Equipment may control or affect
temperature, humidity. and ventilation at the Site. which may ad....ersely affect accumulation, concentmtion,
growth or dispersion of Hazardous Substances or Mold, whether or not there are defects in the Covered
Equipment or the Services. CUSTOMER agrees that HONEYWELL is responsible for maintaining the Covered
Equipment in a good working order in accordance with manufacturer's specifications and recormnendations, but
HONEYWELL is not responsible for determining whether the Covered Equipment or the temperature, humidity
and vcotilation settings used by CUSTOMER. are appropriate for CUSTOMER and the Site excepl as
specifically provided in an attached Work Scope Document. HONEYWELL is not responsible for any adverse
affects oftCJl1XTBlure, humidity and ventilation conditions created by the Covered Equipment.
5.7 TO TilE FULLEST EXTENT ALLOWED BY LAW, CUSTOMER SHALL INDEMNIFY
AND II0LD HONEYWELL HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND
COSTS OF WIIATEVER NATURE, INCLUDING BUT NOT LIMITED TO, 'CONSULTANTS' AND
AlTORNEYS' FEES, DAMAGES FOR BODILY INJURY AND PROPERTY DAMAGE. FINES,
PENALTIES, CLEANUP COSTS AND COSTS ASSOCIATED WITH DELAY OR WORK
STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES UNDER THE BREACH OF THE
REPRESENTATIONS AND WARRANTIES IN TillS SECTION 5. TIlE EXISTENCE OF MOLD OR
A RA7ARDOUS SUBSTANCE AT A SITE, OR THE OCCURRENCE OR EXISTENCE OF TilE
SITUATIONS OR CONDITIONS DESCRIBED IN THIS SECTION 5, WHETHER OR NOT
CUSTOMER PROVIDES HONEYWELL ADVANCE NOTICE OF THE EXISTENCE OR
OCCURRENCE AND REGARDLESS OF WilEN THE HA7ARDOUS SUBSTANCE OR
OCCURRENCE IS DISCOVERED OR OCCURS. THIS INDEMNIFICATION SHALL SURVIVE
TERMINATION OF TillS AGREEMENT FOR WHATEVER REASON. NOTIIING IN THIS
SECTION 5 SHALL BE CONSTRUED TO REQUIRE THAT CUSTOMER INDEMNIFY AND HOLD
HARMLESS HONEYWELL FROM CLAIMS AND COSTS RESULTING FROM TIlE NEGLIGENT
USE BY HONEYWELL OF ANY HA7ARDOUS SUBSTANCE BROUGHT TO THE SITE BY
HONEYWELL (AND CUSTOMER ACKNOWLEDGES THAT HONEYWELL MAY BRING TO THE
SITE LUBRICANTS OR OTHER MATERIALS THAT ARE ROUTINELY USED IN PERFORMING
MAINTENANCE AND THAT MAY BE CLASSIFIED AS HAZARDOUS).
5.8 CUSTOMER is responsible for the containment of any and all refrigerant stored on or arout the
premises. CUSTOMER accepts all responsibility for and agrees to indemnify HONEYWELL against any and
nil claims, damages, or causes of action that arise out of the storage, consumption, loss and/or disposal of
refiiserant. except to the extent HONEYWELL has brought refiigerant onsite and is directly and solely
negligent for ils mishandling.
6. WARRANTY AND LIMITATION OF LIABILITY
6.1 HONEYWELL will replace or repair any product HONEYWELL provides under this
Agreement that fails within the warrnnty period (one) 1 year because of defective workmanship or materials,
except to the extent the failure results from CUSTOMER negligence, or from fire, lightning, water damage, or
any other cause beyond the control of HONEYWELL. This warranty applies to all products HONEYWELL
provides under this Agrt:eOlcnt, whether or not m:lI1ufactured by HONEYWELL. The warranty is effective as
of the date of CUSTOMER acceptance of the product or the lIate CUSTOMER begins beneficial use of the
product, whichever occurs first.
6.2 THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE, AND HONEYWELL
EXPRESSLY DISCLAIMS AND CUSTOMER EXPRESSLY WAIVES ALL OTHER WARRANTIES,
WHETHER WRllTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
TO, ANY WARRA.'1TY OF WORKMANSHIP, CONSTRUCTION, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EQUIPMENT,
AND MAn:RIALS PROVIDED HEREUNDER. HONEYWELL SHALL NOT BE LIABLE FOR ANY
PROPERTY DAMAGE, PERSONAL INJURY, LOSS OF INCOME, EMOTIONAL DISTRESS,
DEATH, LOSS OF USE. LOSS OF VALUE, ADVERSE HEALTH EFFECT OR ANY SPECIAL,
INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES, ARISING FROM, OR RELATING TO. THIS LIMITED WARRANTY OR
ITS BREACH.
6.3 HONBYWElL makes no representation or warranty, express, implied or otherwise. regarding
Hazardous Substances or Mold. HONEYWELL shall have no duty. obligation or liability, all of which
CUSTOMER expressly waives, for any damage or claim, whether known or unknown, including but not limited
to property damage, personnl injury, loss of income, emotional distress, death,loss of use, loss of value, adverse
health effect or any special, consequential, punitive, exemplary or other damages. regardless of whether such
damages may be caused by or otherwise associated with defects in the Services, in whole or in pan due to or
arising from any investigation, tesling, analysis, monitoring, cleaning, removal, disposal, abatement,
remediation, decontlllTTination, repair, replacement, relocation. loss of use of building, or equipment and
sy5tCTll5, or personal injury, death or disease in any way associated with Hazardous Substances or Mold.
7. INDEMNITY
HONEYWELL agrees to indemnify and hold CUSTOMER and its agents and employees harmless from all
claims for bodily injury and property damages to the extent such claims result from or arise under
HONBYWEll'S negligent actions or willful misconduct in its performance of the Work required under this
Agreement, provided that such indenmity obligation is valid only to the extent (i) CUSTOMER gives
HONIlYWELL immediate notice in writing of any such claims and pc:nnits HONEYWELL, through counsel of
its choice and HONEYWELL'S sole cost and expense, to answer the claims and defend any related suit and (ii)
CUSTOMER gives HONEYWELL all nccded information, assistance and authority, at HONEYWELL'S
expense, to enable HONEYWELL to defend such suit. HONEYWELL is not responsible for any settlement
without its written consent. HONEYWELL is not liable for loss or damage caused by the negligence of
CUSTOMER or any other party or such party's employees or agcots. This obligation shall sllT\'ive termination
of this Agreement. Notwithstanding the foregoing, CUSTOMER agrees thaI HONEYWELL will not be
responsible for any damages caused by Mold or any other fungus or biological material or agent, including but
not limited to property damage. pcrwnal injury, loss of income, emotional distress, death. loss of use, loss of
value, adverse heahh effect or any special, consequential, punitive, exemplary or other damages, regardless of
whether such damages may be caused by or otherwise associated with defects in the Services.
8. ..IMITATION OF LIABILITY
8.1 IN NO EVENT SHALL HONEYWELL BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT. SPECULATIVE. REMOTE, CONSEQUENTIAL, PUNITIVE OR
EXEMPlARY DAMAGES, WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF
CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MOLD,
MOISTURE,INDOOR AIR QUALITY, OR OTHERWISE, ARISING FROM, RELATING TO, OR
CONNECTED WITH THE SERVICES, EQUIPMENT, MATERIALS, OR ANY GOODS PROVIDED
HEREUNDER.
S.2 NOTWITHSTANDING ANYTIIING TO THE CONTRARY HEREIN. IF A PORTION
OF THE SERVICES INVOLVES THE INSTALLATION AND/OR MAL'lTENANCE OF SYSTEMS
ASSOCIATED WITH SECURITY AND/OR THE DETECTION OF AND/OR REDUCTION OF RISK
OF LOSS ASSOCIATED WITH FIRE, HONEYWELL'S TOTAL LIABILITY ARISING OUT OF OR
AS A RESULT OF ITS PERFORMANCE UNDER THIS AGREEMENT SHALL NOT EXCEED THE
AMOUNT OF TIllS AGREEMENT.
Page 2 of3
9. EXCUSABLE DELAYS
HONEYWELL is not liable for damages caused by delay or interruption in Services due to fire, flood, corrosive
substances in the air, strike, lockout, dispute with workmen, inability to obtain material or services, connnotion,
war, acts of God, the presence of Hazardous Substances or Mold, or any other cause beyond HONEYWELL'S
reasonable control. Should any part of the s>~em or any Equipment be damaged by fire, water, lightning, acts
of God, the presence of Hazardous Substances or Mold, third parties or any other cause beyond the control of
HONEYWELL, any repairs or replacement will be paid for by CUSTOMER. In tbe event of any such delay,
date of shipmenl or performance will be extended by a period equal to Ihe time lost by reason of such delay, and
HONEYWELL will be entitled to recover from CUSTOMER its reasonable costs, overhead, and profil arising
from such delay.
10. PATENT L.'1DEMNITY
10.1 HONEYWELL shall. at its expense, defend or, at its oplion, settle any suit that may be instituted
against CUSTOMER for alleged infringement of any United States patents related to the hardware or software
manufaclUred and provided by HONEYWELL under this Agreement ("'the equipment"), provided that a) such
alleged infringement consists only in the use of such equipment by itself and not as part of, or in combination
with, any other devices, parts or software not provided by HONEYWELL hereunder. b) CUSTOMER gives
HONEYWELL immediate notice in writing of any such suit and pennits HONEYWELL, Ihrough counsel of its
choice, to answer the charge of infringement and defend such suit, and c) CUSTOMER gives HONEYWELL
all needed information, assistance and authority, at HONEYWELL'S expense, to enable HONEYWELL to
defend such suit.
10.2 If such a suit has occurred, or in HONEYWELL'S opinion is likely to occur, HONEYWELL
may, at its election and expense: a) obtain for CUSTOMER the right to continue using such equipment; b)
replace, correct or modify it so that it is not infringing; or c) remove such equipment and grant CUSTOMER a
eredit therefore. as depreciated.
10.3 In the case of a fmal award of damages in any such suit, HONEYWELL will pay such award.
HONEYWELL will not. however, be: responsible for any seulement made without its written consent.
10.4 THTS ARTICLE STATES HONEYWELL'S TOTAL LIABILITY AND CUSTOMER'S
SOLE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT BY THE
IIARDW ARE MANUFAcruRED AND PROVIDED BY HONEYWELL HEREUNDER.
11. SOFTWARE LICENSE
All software provided in connection with this Agreement shall be licensed and not sold. The end user of the
software will be required to sign a license agreement with provisions limiting use of the software to the
equipment provided under these specifications, limiting copying, preserving confidentiality, and prohibiting
transfer to a third party. Licenses of this Iype are standard fur computer-based equipment of the Iype covered
by this Agreement. CUSTOMER shall be expected to grant HONEYWELL access to the end user for purposes
of obtainin~ the necessary software license.
12. DISPUTE RESOLUTION
With the exception of any controversy or claim arising out of or related to the installa.tion, monitoring, and/or
maintenance of fire lUld/or security systemi, the Parties agree that any controversy or claim between
HONEYWELL and CUSTOMER arising out of or relating to this Agreement, or the breach thereof. will be
settled by arbitration in a neutral venue, conducted in accordance with the Construction Industry Arbitnuion
Rules of the American Arbitration Association. Any award rendered by the arbitrator will be final, and
judgment may be entered uJXln it in accordance with applicable law in Bny court having jurisdiction thereof.
Any controversy or claim arising out of or related to the installation, monitoring, and/or maintenance of systems
associated with security and/or the detection of, and/or reduction of risk of loss associated with fire will be
resolved in a court of competent jurisdiction.
13. ACCEPTANCE
This proposal and the pages atlached shall become an Agreement upon signature above by HONEYWELL and
CUSTOMER. The terms and conditions are expressly limited to the provisions hereof, including Honeywell's
General Terms and Conditions attached hereto, notwithstanding receipt of, or acknowledgment by,
HONEYWELL of any purchase order, specification, or other document issued by CUSTOMER. Any additional
or different terms set forth or referenced in CUSTOMER'S purchase order are hereby objected to by
HONEYWELL and shall be deemed a material alteration of these terms and shall not be a part of any resulting
order.
14. MISCELLANEOUS
14.1 This Agreement represents the entire Agreement between CUSTOMER and HONEYWELL for
the Work descnbed herein and supersedes all prior negotiations. representation! or Agreements between the
Parties relaled 10 Ihe work descnbed herein.
14.2 None of the provisions of this Agreement shall be modified, ahered, changed or voided by any
subsequent Purchase Order or other document unilaterally issued by CUSTOMER that relates to the subject
matter of this Agreement. This Agreement may be amended only by written instrument signed by both Parties.
14.3
This Agreement is governed by the law of the State where the work is to be performed.
14.4 Any provision or part of this Agreement held to be void or unenforceable under any laws or
regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon
HONEYWELL and CUSTOMER. who agree that this Agreement shall be reformed 10 replace such stricken
provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the
intention of the stricken provision.
14.5 CUSTOMER may not assign its rights or delegate its obligations under this Agreement, in whole
or in part, without the prior written consent of HONEYWELL. HONEYWELL may assign its right to receive
payment to a third party.
IS. COVERAGE
15.1 CUSTOMER agrees to provide access to all Equipment covered by this Agreement.
HONEYWELL wlll be free to start and stop all primary equipment incidental to the operation of the
mechanical, control, automation, and life safety systerr(s) as arranged with CUSTOMER'S representative.
15.2 It is understood that the repair, replacement, and emergency service provisions apply only to the
Equipment included in the attached List of Covered Equipment. Repair or replacement of non-maintainable
parts of the system such as, but not limited to. ductwork, piping, shell and tube (for boilers, evaporators,
condensers, and chillers), unit cabinets, insulating material, electrical wiring, hydronic and pneumatic piping,
structural supports and other non-moving parts, is not included under this Agreement. Costs to repair or replace
such non-maintainable parts will be the sole responsibility of CUSTOMER.
Proposal Number 930-23001
Honeywell Interdivisional Service Agreement (Rev. 08/04.2)
15.3 HONEYWELL will not reload SQftware, nor m!ke repairs or replacements necessitated by
reason of negligence or misuse of the Equipment by persom other than HONEYWELL or its employees, or
caused by lightning, electrical storm, or other violent weather or by any other cause beyond HONEYWELL'S
control. HONEYWELL will provide such services at CUSTOMER'S request and at an additional charge.
CUSTOMER is entitled to receive HONEYWELL'S then current preferred-CUSTOMER labor rates for such
services.
15.4 HONEYWELL may install diagnostic devices and/or software at HONEYWELL'S expense to
enhance system operation and support. Upon termination of this Agreement, HONEYWELL may remove these
devices and return the system to its original opcnuion. CUSTOMBR agrees to provide, at its sole expense,
connection to the switched telephone network for the diagnostic devices and/or software,
15.5 HONEYWELL will review the Services delivered under Ihis Agreement on an annual basis.
unless otherwise noted.
15.6 This Agreement assumes that the systems and/or Equipment included in the attached List of
Covered Equipment are in maintainable condition. If repairs are necessary uJXln initial inspection or initial
seasonal start.up, repair charges will be submitted for approval. Should these charges be declined, those non.
maintainable items will be eliminated from coverage under this Agreement and the price adjusted accordingly.
15.7 In the event lhat the system or any equipment component thereof is altered, modified, changed or
moved, this Agreement may be immediately adjusted or terminated, at HONEYWELL'S sole oplion.
HONEYWBlL is not responsible for any damages resulting from such alterations, roodifications, changes or
movement
15.8 HONEYWELL is not responsible for maintaining a supply of, furnishing and/or replacing lost or
needed chlorofluorocarbon (CFC) based refrigerants not otherwise required under Ihis Agreement.
CUSTOMER is solely responsible for the cost of material and labor of any such refrigerant not otherwise
provided for under this Agreement at current market rates.
15.9 Maintenance, repairs. and replacement of Equipment parts and components are limited to
restoring to proper working condition. HONEYWELL is not obligated to provide replacement software,
equipment, components and/or parts that represent a significant benerment or capital improvement to
CUSTOMER'S system(s) hereunder.
15.10 Unless otherwise specified, CUSTOMER retains all responsibility for maintaining LANs.
W ANs, leased lines and/or other connnunicatian mediums incidental or essential to the operation of the
system(s) or Equipment found included in the attached List of Covered Equipment.
15.11 CUSTOMER will promptly notify HONEYWELL of any malfunction in the system(s) or
Equipment covered under this Agreement that comes to CUSTOMER'S attention.
16. TERMS OF PAnn:NT
16.1 CUSTOMER will payor cause to be paid to HONEYWELL the full price for the Services as
specified on the fIrst page oflhis Agreement. HONEYWELL will submit annual invoices to CUSTOMER in
advance for Services 10 be performed during the subsequent billing period, and payment shall be due within
twenty (20) days after CUSTOMER'S receipt of each such invoice. Payments for Services past due more lhan
five (5) days shall accrue interest ITom the due date to the date of payment at the rate of one and one-half
percent (1.5%) per month, compounded monthly, or the highest legal rate then allowed. CUSTOMER will pay
all attorney and/or collection fees incurred by HONEYWELL in collecting any past due amounts.
16.2
provided.
fds1 Adlustment. HONEYWELL may annually adjust the amounts charged for the Services
17. TERMINATION
17.1 CUSTOMER may terminate this Agreement for cause if HONEYWELL defaulls in the
performance arany material term of this Agreement, or fails or neglects to carry forward the Services in
accordance with this Agreement, after giving HONEYWELL written notice of its intent to tenrunate. If, within
Ihirty (30) days following receipt of such notice. HONEYWELL fails to cure or perfonn its obligations,
CUSTOMER may, by written notice to HONEYWELL, terminate this Agreement.
17.2 HONEYWELL may terminate this Agreement for cause (including. but not limited 10,
CUSTOMER'S failure to make payments as llgteed herein) after giving CUSTOMER written notice of its intent
10 terminate. If, within thirty (30) days following receipt of such notice, CUSTOMER fails to make Ihe
payments then due, or otherwise fails to cure: or perform its obligations. HONEYWEll may, by written notice
to CUSTOMER, tenninate this Agreement and recover from CUSTOMER payment for Services perfonned and
for losses sustained for materials, tools, construction equipment and machinery, including but not limited to,
reasonable overhead, profit and applicable damages.
17.3 Cane.llallon. This Agreement may be canceled at HONEYWELL'S option in the event
HONEYWELL equipment on CUSTOMER'S premises is destroyed or substantially damaged. Likewise, this
schedule may be canceled at CUSTOMER'S option in the event CUSTOMER'S premises are destroyed. In the
event of such cancellation, neither party shall be liable for damages or subject to any penalty, except that
CUSTOMER will remain liable for Services rendered to the date of cancellation,
18. DEFINITIONS
18.1 "Hazardous substance" includes all of the following, and any by-product of or from any of the
following, whether naturally occurring or manufactured. in quantities, conditions or concentrations that Mve.
arc alleged to have, or arc believed to have an adverse effect on human health, habitability of a Site, or the
environment (3) any dangerous, hazardous or toxic pollutant, contaminant, chemical, material or substance
defined as hazardous or toxic or as a pollutant or contaminant under state or federal law, (b) any petroleum
product, nuclear fuel or material, carcinogen, asbestos, urea fonnaldehyde. fonmed-in-place insulation,
polychlorinated biphenyl (PCBs), and (c) any other chemical or biological material or organism. that has, is
alleged to have, or is believed to have an adverse effect on human health, habitability of a Site, or the
environment.
18.2 "Mold" means any Iype or fonn of fungus or biological material or agent, including mold,
mildew, moisture, yeast and mushrooms, and any mycotoxins, spores, scents, or by-products produced or
released by any of the foregoing. This includes any related or any such conditions caused by third parties.
Ig.3 "Covered Equipment" means the equipment and software covered by the Services to be
performed by HONEYWELL under this Agreement, and is identified in the respective work scope attachments
under the "List of Cover cd Equipment".
18.4 "Services" means those services and obligations to be undertaken by HONEYWELL in support
of, or to maintain, the Covered Equipment, as more fully detailed in the attached work scope document(s),
which arc incorporated herein.
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Maintenance Plan Scope of Work
Monitoring and Cleaning, Level One Maintenance
Although the impact of debris in the distribution system is difficult to predict and outside the
scope ofthe accuracy guarantee, Honeywell believes that it is important to implement a
preventative plan with the City to help mitigate any reduction in system performance.
In addition to a rebuild program, monitoring the system for consumption variations is an
important part of maintaining system integrity. Honeywell will work with the City to put in
place a monthly consumption analysis A key to completing this step is a monthly flow of
consumption data from the City of Augusta for each account completed by Honeywell. The
BBCS module will incorporate algorithms that will identify meters that appear to be degrading or
are stopped. This will trigger the creation of a level one maintenance work order. Each month,
Honeywell will forward level one maintenance work orders by account to the City. The work
orders will target accounts for investigation and/or cleaning by city personnel.
Annual Rebuild, Level Two Maintenance
Honeywell will be implementing an annual preventive maintenance program that is based on
Badger Meter's recommendations. The approach that Badger has recommended ensures that the
new meters will maintain their accuracy today and in the future.
Honeywell will rebuild the meters to be maintained by replacing the existing meter chamber
assembly with a factory certified chamber assembly. Honeywell will utilize the same best
practices for customer service and field implementation that were implemented during the
commercial change out project. The registration device remains in service, with no need for
billing system adjustments.
The following maintenance plan outlines the year-by-year quantities for each meter type to be
maintained:
Honeywell
Proprietary Information
Page 1
Maintenance Schedule
Slzel
Type Quantity Years* Year 1 Year 2 Year 3 Year 4
5/8" 0 4112 10 0 0 0 0
1" D 1105 6 0 0 0 0
1 1/2" 0 601 4 0 150 150 150
2" D 481 4 0 120 120 120
2" C 47 4 0 10 25 25
3" C 52 3 0 20 32 32
4" C 50 2 25 25 25 25
6" C 26 2 13 13 13 13
8" C 1 1 1 1 1 1
1 1/2" T 127 4 0 32 32 32
2" T 172 4 0 43 43 43
3" T 160 3 25 65 65 65
4" T 113 2 33 80 80 80
6" T 79 2 40 40 40 40
8" T 21 2 11 1 1 11 1 1
10" T 5 1 5 5 5 5
12" T 3 1 3 3 3 3
Small Meter Total 0 355 370 370
Large Meter Total 156 263 275 275
TOTAL 156 618 645 645
'* Years indicate the maximum number of years that should pass between maintenance intervals
Honeywell
Proprietary Information
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Labor Warranty
Honeywell will include a full labor warranty for the installed meter and AMR technology as part
of the maintenance contract.
Training for City of Augusta Personnel
Honeywell understands that the City of Augusta is interested in converting Honeywell's annual
maintenance program into an internal operation. Honeywell is committed to working with the
City to ensure that, when the City deems it appropriate, the transition is smooth and efficient.
This training will include:
o Classroom training as required
o Field training as required
o "Ride alongs" with Honeywell's maintenance team.
Measurement & Verification
Measurement and verification will follow the same sampling plan and protocol utilized to
determine the baseline accuracy.
Sample Plan
Size I Type 5/8" 1" 1.5" 2" 3" 4" 6" 8" 10"
Disc Meter 39 10 22
Turbo Meter 1 7 8 7 1 1
Compound 3 3 9 4
Should debris beyond the scope of Honeywell's guarantee be identified at the meter, the meter
accuracy will be measured "as is" and after the debris is cleaned. The post measurement will be
applied to the accuracy guarantee.
Honeywell
Proprietary Information
Page 3
Water Meter Accuracy Guarantee and System Warranty
Attachment D, Water Meter Accuracy Guarantee and System Warranty, as included in the
Honeywell Agreement dated March 4, 2003 and as executed by these parties, is hereby included
by reference and made a part of this Maintenance Plan Scope of Work as if attached hereto.
In the event of any conflict of language between this Maintenance Plan Scope of Work and
Attachment D, Water Meter Accuracy Guarantee and System Maintenance, this Maintenance
Plan Scope of Work shall govern.
Honeywell
Proprietary Information
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