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HomeMy WebLinkAboutContract 1642~. SERVICE _~GREEMEN'1' EXTENSION l+'OR (1) YEAR NOV.2007 THRU NOV.2008 As per pre` sous agr Inert (proposal nuynber 914-99002, dated IOJ11/99) Date: 11-30-07 Agreement Number: 914-02-12181 (PROM E >E Honeylvett llalitding Solutions 1985 uglas give North MNIO-1428 Golden 't~atley,lVl.N 55422 (CUSTtJ ER) City of Columbia Heights S90 40th Ave. N.E. Cotlllnbia Heights, SS421 Service I,os*ation Names City halt, Public Wortcs, Lift Stations, u n alt, Fire Station, Library, Eitittar Stores, Parts uitdings, Police Station Service cation Address: Columbia Heights, N 55421 Scope of Work: H(NEYWELL HBS shall provide the following equipment anal services ("the Mork"} in accordance with the attached work scope documents and terms and conditions, which form a part of this Agreement. Services HONEYWELL H13S will provide under this Agreement specif tally exclude inspection, investigation, discovery, identification, prevention or remediation of Hazardous Substances (as dcfined in Section. 18.1) or Mold (as defined in Section 18.2), conditions caused by Hazardous Substances or Mold, or conditions that might cause ar pramote the accumulation, concentration, growth or dispersion of Hazardous Substances or Mold. ®Preferred Temperature Contro} Services ^Si#e Services ^F}ex Temperstllre Control Services ^I-Ioney~ve}} Energy Ana}ysis Idepatrting ^Preferred Antomation Maintenance Services ®Air Fitter Services ^F}ex Automation Services Water Treatlelent Services ^Preferred Fire A}arm Maintenance Services ^Critiea} Parts Stocking ^Fire A}arm Test and Inspect Services ~Tbermography Services ^Preferred Security System Inspect Services ^Emergency Generator Services OF}ex Security System Services ^In Suite Services ®Preferred Mechanics} Maintenance Services ^Iteanote Monitoringll'dsdionies ^FIeX McC}laniCat MaintL'nanCe Services ^Indoor Air ~11$tity AlldIting SBrviCes ®ServicellietT~ 12emote Monitoring and Contro} Services ^Service Management So are ^EIgI Services ^FM Warksite ^C!n}ine Services ^EDther/Specie} Provisions nA6lvstna°[+al 6~eaanesr# 1-1&icsna~,..ll 7i~b.~e !'w~a.e. enewal: The Contract Tenn. will automatically be renewed for consecutive terms cf one year unless terminated by either party by the delivery of written notice to the Diller at least sixty (60) days prior to the end of such term, or unless terlrtinated as provided herein. r ~ Submitted by H13S: (signature) -°~,,, ;f'r %, ; _.. __ - _ _ Name: It~ark W otle Title: Account Executive Date: 11-30-07 This proposal is valid for 30 days. Aeceptancea 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 H(3NEY LL and COST®ME. Accepted by: HONEYWELL ~IJILI)ING SOL[J~'IgN~ ( " '~ ~ ~! y`f ~ Si nature: g ~ ,~ ~ r4 = ' '~ ~ Name: '~~, ;~ ~ ~~ ~~,? ~~,~, r Title: ~, .,~ .i: ~ _ ~`~ ,'` -~-- Date: t ;~ _._ ~~r ~...!, ~ BY BUILDING BY BUILDING LOCATION 2006 BREAKDOWN 2007 BREAKDOWN CITY HALL $ 22,345.94 $ 23,092.33 SULLIVAN LIFT STATION $ 111.92 $ 115.66 MURZYN HALL $ 21,296.84 $ 22,008.19 LIBRARY $ 7,906.37 $ 8,170.46 TOP VALUE $ 4,476.81 $ 4,626.35 HEIGHTS LIQUOR $ 3,925.21 $ 4,056.31 PUM HOUSE #2 $ 111.92 $ 115.66 PUMP HOUSE #3 $ 111.92 $ 115.66 CHATHAM LIFT STATION $ 111.92 $ 115.66 MUNICIPAL SERVICE $ 9,282.26 $ 9,592.31 GAUVITTE PARK $ 231.83 $ 239.58 HUSET PARK $ 231.83 $ 239.58 KEYES PARK $ 231.83 $ 239.58 MCKENNA PARK $ 231.83 $ 239.58 MATHAIRE PARK $ 231.83 $ 239.58 SOUTHWEST PARK $ 231.83 $ 239.58 OSTRANDER PARK $ 231.83 $ 239.58 PRESTEMON PARK $ 231.83 $ 239.58 TOP VALUE II $ 3,909.22 $ 4,039.79 TOTAL 2007/2008 $ 75,445.00 $ 77,965.00 Hi Linda, Here is the description that you asked for. Thank you, Mark Honeywell Mark Wolle Honeywell Building Solutions Account Executive -Service Cell: 612-240-9070 Office : 763-954-5329 E-mail: mark.wollen,honeywelLcom Fax: 763-954-5.500 Preferred Mechanical Maintenance Services is an internal Honeywell term and type of service we provide for our customers. This is part of our contract terminology. Preventive Maintenance is a section under this heading which describes how maintenance is determined. Preventive maintenance includes greasing, cleaning of equipment, calibrating controls; depending on the type of equipment. The purpose of maintenance on individual HVAC equipment is to extend the life of the equipment and reduce down time. Preferred Mechanical Maintenance Services 1.1 Scope -HONEYWELL will maintain the mechanical systems, components, and hardware listed below: 1.2 Preventive Maintenance -Each preventive maintenance call will be scheduled by acomputer-generated service report detailing the tasks to perform, the skill levels required, and the special tools and instrumentation required to maintain the systems. Maintenance intervals will be determined by either equipment run time or a frequency determined from consideration of equipment operation, application, location, or criticality of end use. Upon. completion of each service call, a summary of the preventive maintenance tasks completed will be provided to CUSTOMER. HONEYWELL PREFERRED MAINTENANCE SERVICES PREVENTIVE MAINTENANCE COMPUTER SCHEDULED TASKS TO PREFORM SKILL LEVELS PREDICTIVE MAINTENANCE IDENTIFY POTENTIAL FAILURES CORRECT BEFORE PROBLEM COMPONENT REPLACEMENT PARTS COVERED IN CONTRACT LABOR COVERED IN CONTRACT EMERGENCY SERVICE PARTS COVERED IN CONTRACT LABOR COVERED IN CONTRACT BOILER WATER TREATMENT CHEMICAL INCLUDED LABOR FOR INSTALLATION AND TESTING AIR FILTERS FILTERS INCLUDED LABOR FOR REPLACING AND DISPOSAL MONITORING 24 HOUR 365 DAYS REMOTE SCHEDULING AND CONTROL ADJUSTMENTS LOCAL SERVICE AND MAINTENANCE it i LOAD. ~ ATLANTA DESCRIPTOR INCLUDES THESE AREAS 1 COUNCIL CHAMBERS COUNCIL CHAMBERS 2 BREAK ROOM ! I.S. DEPT. !VOTE RM I.S. DIRECTOR, BREAK ROOM, SCANNER ROOM, ATTORNEYS OFFICE, VOTING STORAGE 3 ADMINISTRATION OFFICES I.S. TECH. OFFICE, CONFERENCE ROOM 1,COPY ROOM, MAYORS OFFICE, ADMIN OFFICE 4 FINANCE OFFICES /FINANCE DIRECTOR ALL FINANCE OFFICES NOT INCLUDING COMPUTER DATA CENTER 5 COMM. DEVELOP /FIRE ADMIN ALL COMMUNITY DEVELOPMENT, FIRE CHIEF, ASSISTANT FIRE CHIEF - _ _ ._~ Zone 1) COMPUTER ROOM AREA COMPUTER ROOM IN FINANCE DEPARTMENT -SPACE TEw1PERATURE MONITORING ONL NOTE: Loads 1 tluu 5 are controlled for start and stop times. Temperature is controlled locally at the thermostats for City Hall. Honeywell does not control the following City Hall loads: 1. Police Department (runs 24 hours) 2. Training room (programmable thermostat) 3. Police Investigations area (runs 24 hours) 4. fire Department living quarters (runs 24 hours) 5. Conference room 2 /Cable control room (>~uzs 24 hours) Floneywell Building Systems Agreement (Rev.8/04) Page 1 of 1 Honeywell Inc., Home and Building Control SERVICE AGREEMENT By and between HONEYWELL Inc., acting through and on behalf of Its Home and Building Control Division 7171 Ohms Lane Edina, MN 55439 Proposal Number: 914TB100107 Date: 11/7/2001 Agreement Number: 914-02-12181 (CUSTOMER) CiD' of Columbia Heights 590 40th Avenue N.E. Columbia Heights, MN 55421 Services will be provided at the following location(s): As per current agreement (proposal number 914-99002, dated 10/11/99) HONEYWELL shall provide Sen'ices in accordance with the attached work scope documents and terms and conditions, which form a part of this Agreement _x_Preferred Temperature Control Maintenance __Flex Temperature Control Services Preferred Automation Maintenance Flex Automation Services Fire Alarm and Security System Maintenance Fire Alarm and SecuriD' Test and Inspect Services x Preferred Mechanical Maintenance Flex Mechanical Services ~' Sen'iceNetTM Remote Monitoring and Control Service Site Services __Energy Auditing and Analysis Services x Air Filter Services x Water Treatment Services __Critical Parts Stocking __Reliability Services __Personnel Development Services __Indoor Air Quality Auditing Services _x_Other/Special Provisions The annual price of See Special Provisions dollars, ($See Special Provisions), plus applicable taxes, shall be payable in accordance with Article 3 herein. Service shall commence on 11-24-01 ("Effective Date"). This proposal is valid through 11-24-01. Statements made to you in the course of this sale are subject to the Year 2000 Information and Disclosure Act (Public Law 105-271, 112 Stat. 2386). In the case of a dispute, this Act may reduce your legal rights regarding the use of any such statements, unless otherwise specified by your contract or tariff. This proposal and the pages attached shall become an Agreement only upon signature below by HONEYWELL and CUSTOMER. No waiver or modific,a~ion of any terms or conditions of this Agreement shall be binding on HONEYWELL unless made i~t~ziting and si~ed by an autho, ized representative of HONEYWELL. HONEYWELL Inc. CUSTOMER: Cit3~of~mbia 7g (Type in Name) (Type in Name) Gary L. P~/l:er$on Title: Title: ga yo r Date: Date: (Type in Name) Walter R. Fehst ' Title: City Manager Proposal Number Proposal Number Hone)~,ell Service Agreement (Rev.04/99) Approved as form t o C~o~..F,vei1 Page 1 of 2 SPECIAL PROVISIONS These Special Provisions are incorporated herein by reference and made a part of the Honeywell Inc., Home & Building Control Agreement No. 914-02-12181 All terms, conditions, coverages and service locations remain as indicated in the current agreement (proposal number 914-99002, dated 10/11/99) with the exception of the following. The parties agree that the following changes or modifications shall be part of and incorporated into the above referenced Agreement as follows: Article 3.2 Changed in its entirety to read: The initial term of this agreement will begin on the effective date and continue for a period of six (6) years. The pricing for the 6 years is fixed and is as follows; Year 1:$66,816 Year 2:$71,395 Year 3:$73,537 Year 4:$75,743 Year 5:$78,016 Year 6:$80,356 Article 4.1 "for cause" may include, but is not limited to, the city changing to an internal maintenance source. Additionally: Customer to replace (4) Police Station Rooftop Units with new, like quality units. Proposal Number Proposal Number Honeywell Service Agreement (Rev.04/99) Customer/Honey~vell INtials~,//~ ~? Page2 of 2 Honeywell INS., Home and Building Control SERVICE AGREEMENT By and between HONEYWELL Inc., acting through and on behal£of Its Home and Building Control Division 7171 Ohms Lane Edina, MN 55439 Proposal Number: 914-99002 Date: 10/11/99 Agreement Number: 914-02-12181 (CUSTOMER) City of Columbia Heights 590 40t~ Avenue N. E. Columbia Heights MN 55421 Services will be provided at the following location(s): City of Columbia Heights Facilities As listed on special provisions - Page 14 HONEYWELL shall provide Services in accordance with the attached work scope documents and terms and conditions, which form a part of this Agreement _~.X Preferred Temperature Control Maintenance __Flex Temperature Control Services Preferred Automation Maintenance Flex Automation Services Fire Alarm and Security System Maintenance Fire Alarm and Security Test and Inspect Services X Preferred Mechanical Maintenance Flex Mechanical Services X ServiceNetTM Remote Monitoring and Control Service Site Services · Energy Auditing and Analysis Services X Air Filter Services X.~Water Treatment Services Critical Parts Stocking Reliability Services Personnel Development Services Indoor Air Quality Auditing Services X Other/Special Provisions The annual price of Sixty-seven thousand, eight hundred and seventy eight dollars, ($67,878.00), plus applicable taxes, shall be payable in accordance with Article 3 herein. Service shall commence on November 10, 1999. This proposal is valid through 11/10/99. Statements made to you in the course of this sale are subject to the Year 2000 Information and Disclosure Act (Public Law 105-271, 112 Stat. 2386). In the case of a dispute, this Act may reduce your legal rights regarding the use of any such statements, unless otherwise specified by your contract or tariff. This proposal and the pages attached shall become an Agreement only upon signature below by HONEYWELL and CUSTOMER. No waiver or modification of any terms or conditions of this Agreement shall be bindinginf~gon HONEYWELL unless made in and signed by an authorized representative of HONEYWELL. / ! (Type in Name) Richard Zander(-~ Title: District Service Manager Date: Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) CUSTOMER: Signature: (Type in Name) Gary L.~ Pe~:erson Title: Ma yo r Date: (Type in Name) - Walter ff. FelZ(~t Ti tle: City Manacler Date: ~ _ Approved as to Form_: .~_o~~ Customermoneywell Page I of 18 ARTICLE 1. DEFINITIONS 1.1 "Equipment" means the equipment covered by thc Services to be performed by HONEY~rELL under this Agreement, and is identified in the respective work scope attachments under the "List of Covered Equipment". 1.2 "Services" means those services end obligations to be undertaken by HONEYWELL in support of CUSTOMER pursuant to this Agreement, as more fully detailed in the at~ached work scope document(s), which are incorporated herein. ARTICLE 2. COVERAGE 2.1 CUSTOMER agrees to provide access to all Equipment covered by this Agreement. HONEYWELL will be flee to stnrt and stop all primary equipment incidental to the operation of the mechanical, control, automation, and life safety system(s) as arranged with CUSTOMER'S representative. It is understood that the repair, replacement, and emergency service provisions apply only to the Equipment included in the attached List &Covered Equipment. Repair or replacement of non-maintainable para of the system such as, but not limited to, duetwork, piping, unit cabinets, insulating material, electrical wiring, hydroule and pneumatic piping, sm~,ctural suppo~s 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. 2.3 HONEYWELL will not reload software, nor make repair~ or replacements necessitated by reason of negligence or misuse of the Equipment by persons other than HONEYWELL or its employees, or caused by lightning, decU'ical storm, or other violent weather or by uny other cause beyond HONEYWELL'S conU'ol. HONEYWELL will provide such services at CUSTOMER'S request and at un additional charge. CUSTOMER shall be entitled to receive HONEYWELL'S then current preferred-CUSTOMER labor rates for such services. 1.4 HONEYWELL may install diagnostic devices and/or software at HONEYWELL'S expense to enhunce system operation and support. Upon termination of this Agreement, HONEYWELL may remove these devic~ and return the system to i~ original operation. CUSTOMER agrees to provide, at its sole expense, eooneetion to the switched telephone network for the diagnostic devices und/or software. 2.$ HONEYWELL will review the Services delivered under this Agreement on an annual b~is, unless othenvise noted. 2.6 This Agreement assumes that the system~ and/or Equipment included in the attached List of Covered Equipment are in maintainable condition. If rapalrs are necessary upon initial impection or initial seconal 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 und the price adjusted accordingly. 2.7 In the event thru the system or any equipment component thereof is altered, modified, changed or moved, this Agreement may be immediately adjusted or tenninate~ at HONEYWELL'S sole option. HONEYWELL shall not be responsible for any damages resulting from such alterations, modifications, changes or movement. 2.8 HONEYWELL shall not be responsible to maintain a supply of, furnish und/or replace 1o~ or needed chlorofluosocarbon (CFC) based refrigerants not otherwise required under this Agreement. CUSTOMER shall be solely responsible for die cost of material and labor of any such refrigerant not otherwise provided for under this Agreement at current market rates. 2.9 Maintenance, repairs, and replacement of Equipment pans and components are limited to re~oring to proper working condition. HONEYWELL shall not be obligated to provide replacement software, equipment, components and/or para that represent u significant betterment or capital improvement to CUSTOMER'S system(s) hereunder. 2.10 Unless otherwise specified, CUSTOMER retains all responsibility for maintaining LANs, WANs, leased lines und/or other communication mediums ineidentnl or essential to the operation of the systam(s) or Equipment found included in the a~acbed List of Covered Equipment l.ll Workin~ Haur~ 1.11.1 All non-emergency services under this Agreement will be performed during the hours of 8:00 ~-m. - 4:30 p.m. local time Monday flu'ongh Friday, excluding federal holidays. If for uny reason CUSTOMER requests HONEYWELL to furnish uny such labor or sea, ices outside of the hours of 8:00 a.m. - 4:30 p.m. local time Monday through Friday (or on federal holidays), any overtime or other additional expense occasioned thereby, such as repairs or material easts not included in this Agreement, shall be billed to und paid by CUSTOMER. 1.11.1 CUSTOMER will promptly notify HONEYWELL of uny malfunction in the system(s) or Equipment covered under this Agreement that comes to CUSTOMER'S aRention. ARTICLE 3. PRICE AND TERM 3.1 CUSTOMER shall pay or cause to be paid to HONEYWELL the full price for the Services as apenified on the firs~ page of this Agreement. HONEYWELL shall submit quarterly invoic~ to CUSTOMER in advance for Services to 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 than five (5) days shall accrue interest from the due date to the date of payment at the rate of one and one-half percent (1.5%) per month, compounded raonthly, or the highest legal rate then allowed. CUSTOMER shall pay all attorney and/or collection fees incurred by HONEYWELL in collecting any past due amounts. [] CUSTOMER authorizes HONEYWELL to instruct CUSTOMER'S bank to make scheduled payments for Services as identified in Paragraph 3.1 above. HONEYWELL will be utilizing Automatic Clearing House (ACH) to initiate thase payment tin,actions. CUSTOMER understands that it has the right to receive notice if the scheduled payment amount changes. Such notice will be given at le~t 10 days in advance of the payment date. 3.2 Term and i~rlce Adluetment. The initial term of this Agreement will begin on the Effective Date and continue for a period of one (1) year, with an option to renew on a yearly basis. HONEYWELL may unnunlly adjus~ the emotmts charged for the Services provided. The U.S. City Average Service Price Index ($PI), as published by the U. S. Depamnent of Labor, Bureau of Labor Statistics, will normally be used for the purpose of calculating adjustments to the price for the Ser~ice~ provided herein, plus uny unusual local increusas in labor and material costs. In addition to the price, CUSTOMER agrees to pay uny future taxes or any other governmental charges now or hereafter imposed by existing or future laws with raspect to transfer, use, owne~hip, or possession of the Equlprnent or Services covered by this Agreement. ARTICLE 4. TERMINATION 4.1 CUSTOMER may terminate this Agreement for cause after giving HONEYWELL sixty (60) days advance written notice. 4.2 HONEYWELL may terminate this Agreement for canse (including, but not limited to, CUSTOMER'S failure to make paymenu as agreed herein) after giving CUSTOMER sixty (60) days advance written notice. Cnneelinttan - This schedule may be canceled at HONEYWELL'S option in the event the NoCdi Americun Building Services Center or HONEYWELL equipment on CUSTOMER'S premim is d~troyed 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 uny penalty, except that CUSTOMER will remain liable for Services ~dered to the date of cancellation. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials _~/ ~_~ Page 2 of 18 ARTICLE 5. 5.1 5.1.1 5.2 5.2.1 5.3. 5.3.1 5.3.2 5.4 5.4.1 5.4.2 5.5 5,5.1 5.5.2 5.5.3 5.5.4 5.5.4.1 5.5.4.2 5.5,4.3 5.5.4.4 GENERAL TERMS AND CONDITIONS Confidential Information CUSTOMER agrees that, during the term of this Agreement, CUSTOMER or CUSTOMER'5 employees, assignees and agents will not, without HONEYWELL's prior written penniasion, disclose this Agreement or any manuals or data relative to this A~'eement to any organization or individual, end will ~reat all information provided by HONEYWELL Aasi~nment and Deleeation CUSTOMER may not assign its rights or delegate its obligations under this Agreement, in whole or in part, without the wior written consenl of HONEYWELL. HONEYWELL may a~ign its right to receive payment to a third party. Insurance Obll~tioM HONEYWELL shall maintain Commercial General and Antomoblle Liability Insurance applicable to the Services for not les~ than the following Ilmlt~ of II~htilty: Commercial General Liability Combined Single Limit Commercial Automobile Liability Combined Single Limit $1,000,000 Each Occurrence $10,000,000 Product & Completed Operations Aggregate $1,000,000 Each Occurrence Workers' Common Statutory CUSTOMER shall be responsible for maintaining its own liability and property insurance. Hazardous Materials CUSTOMER represents and warrants that, except as otherwise disclused in this Agreement, in the areas where HONEYWELL will undmake work or provide Services, there are no: (a) materials or substances classified as toxic or hazardous either (i) on or within the walls, floors, ceilings or other structural components or (ii) otherwise located in the work area, including asbestos or pr~umed asbeatus-contnining materials, formaldebyde, containers or pipelines containing peuoleum products or hnzardons substances, etc.; (b) situations subject to special precautions or equipment required by federal, state or local health or safety regn!atioos; or (c) unsafe working conditions. CUSTOMER shall notify HONEYWELL of any changes or updates that occur during the course of this Agreement. If any such materials, situations or conditions, whether disclosed or not, are in fact discovered by HONEYWELL or others and provide an unsafe condition for the performance of the work or Seotices, the discovery of the material, situation or condition shall constitute a cause beyond HONEYWELL'S reasonable control and HONEYWELL shall have the right to cease or not commence the work or Services until the area has been made safe by CUSTOMER or CUSTOMER'S representative, at CUSTOMER'S expense. CUSTOMER SHALL INDEMNIFY AND HOLD HONEYWELL HARMI.~SS FROM AND AGAINST ANY AND ALL CLAIMS AND COSTS OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO, CONSULTANTS' AND ATTORNEYS' FEES, DAMAGES FOR BODILY INJURY AND PROPERTY DAMAGE, FIN~S, PENALTIES, CLEANUP COSTS AND COSTS ASSOCIATED V~ITH DELAY OR WORK STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES UNDER SUCH MATERIALS, SITUATIONS OR CONDITIONS, REGARDLESS OF WHETHER CUSTOMER HAS PRE-NOTIFIED HONEY~VELL THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON. Warranties and Limitation of Liability HONEYWELL will ~place or repair any product HONEYWELL provides or CUSTOMER purchases under this Agreement that fails within the warranty period (one year) because of defective workmamhip or materials. The failure muat not result from CUSTOMER negligence, or from fire, lighming, water damage, or any other cause beyond HONEYWELL'S conuol. This warranty applies to both HONEYWELL-manufactured and outside-purchesed (for resale) products. The warranty effective date is the da~ of CUSTOMER acceptance of the product or the date CUSTOMER begins to receive beneficial use of the product, whichever comes THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE, AND HONEYWELL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMI~LIED OR STATUTORY, INCLUDING BUT NOT I21MITED TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EQUIFM~NT, AND MATERL4J..S PROVIDED HEREUNDER. HONEYWELL SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OR RELATING TO, THIS LIMITED WARRANTY OR ITS BREACH. HONEYWELL shall not be liable for damages caused by delay or interruption in Services due to fh'e, flood, corrosive substances in the air, strike, lockont, dispute with workmen, inability to obtain material or services, commotion, war, acts of God or any other cause beyond HONEYWELL'S reasonable conh'ol. Should any part of the system or any Equipment be damaged by fire, water, lightning, acts of God, third parties or any other cause beyond the contyol of HONEYWELL, any repnirs or replacement shall be paid for by CUSTOMER. Year 2000 Warranty Honeywell warrants that any software, system and/or components provided [yarsuant to this Agreement and which were manufactured by HONEYWELL, will be usable prior to and during the calendar year 2000 AD withou! sub~amial error relating to date data, specifically including any error relating to, or the product of, date data which t~pl~ents or references different centuries or more than one century. HONEYWELL DOES NOT WARRANT, AND HEREBY DISCLAIMS ANY WARRANTY THAT ANY SOFTWARE, SYSTEM OR COMPONENT PROVIDED UNDER THIS AGREEMENT, WILL RESOLVE ANY YEAR 2000 RELATED ISSUE V,/ITIt ANY SYSTEM, SOFTWARE OR COMPONENT ALREADY IN CUSTOMER'S POSSESSION OR USE OR NOT MANUFACTURED BY HONEY~,VELL. HONEYWELL DOES NOT WARRANT THAT ANY SOFTWARE, SYSTEM OR ANY COMPONENT THEREOF, CURRENTLY IN CUSTOMER'S POSSESSION, WHETIt~R OR NOT COVERED UNDER THIS AGREEMENT AND WH~THER OR NOT PROVIDED BY HONEYV/ELL, WILL BE USABLE PRIOR TO, DURING, AND AFTER THE CALENDAR "fEAR 2000 AD. HONEYVCKLL DOES NOT WARRANT AND F~REBY DISCLAIMS ANY WARRANTY THAT ANY so]rfWARE, SYSTEM OR ANY COMPONKNT THEREOF WILL OPERATE DURinG EACH SUCH TIME PERIOD V~TFHOUT ERROR RELATING TO DATE DATA, SPECIFICALLY INCLUDING ANY ERROR RELATIN'G TO, OR THE PRODUCT OF, DATE DATA WHICH REPRESENTS OR REFERENCES DIFFERENT CENTURIES OR MORE THAN ONE CENTURY. W ANY HONEYWELL SYSTEM, SOFTWARE OR COMI~ONENT SHOULD FAIL TO MEET THE ABOVE WARRANTY, HONEYWELL 1~ ITS SOLE OPTION SHALL REPAIR OR REPLACE THE SYSTEM, SOFTWARE OR COMPONENT WITH IN 90 DAYS OR PROVIDE A PRORATED REFUND BASED UPON A 60 MONTH USEFUL LIFE FOR THE SOFTWARE. WITH RESPECT TO THE PROCESSING OF DATES AND TIMES BY HONEYWELL SOFTWARE, THE WARRANTY STATED HEREIN IS EXCLUSIVe. IN NO EVENT SHALL HONEYWELL BE LIABLE FOR ANY NON-HONEYWELL SUPPLIED SOFTWARE OR FOR ANY WARRANTIES IMPLIED BY LAW OR OTHERWISE, INCLUDING ANY WARRANTIES OF MXRCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL HONEYWELL OR ITS DIRECTORS, OFFICERS, OR EMPLOYEES BE LIABLE TO CUSTOlVI~R FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OP ANY BREACH OF THIS WARRANTY. Proposal Number 914-99002 Customer/Honeywell Initials~/_/~ Honeywell Service Agreement (Rev.04/99) Page 3 of l 8 5.6 5.6.! 5.6.2 5.7 ARTICLE 6. 6.1 6.2 6.3 6.4 ARTICLE 7. 7.1 7.! 7.3 7.4 lndemnlt~ and Limitation of Linbllltv HONEYWELL agrees to indemnify and hold CUSTOMER and its agents and employees harmless from ail claims for bodily injury and property damages to the extent such claims result from or arise under HONEYWELL'S negligent actions or willful misconduct in its performance of thc Services. PROVIDED, THAT NOTHING IN THIS ARTICLE SHALL ISE CONSTRUED OR UNDERSTOOD TO ALTI~R THE LIbIITATIONS OF LIABILITY CONTAINED IN THIS ARTICLE OR ~ INDEMNIFICATION CONTAINED IN PARAGRAPH 5,4.2. IN NO EVENT SHALL HONEYNVELL BE LIABLE FOR ANY SPECIAI~ INCIDENTAL, INDIRECT, SPECULATIVE, REMOTE, OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATING TO, OR CONNECTED ~ THE SERVICES, EQU~MENT, MATERIALS, OR ANY GOODS PROVIDED HEREUNDER. SUCH INDEMNIFY OBLIGATION IS VALID ONLY TO THE EXTENT CUSTOMER GIVES HONEY~VELL IMMEDIATE NOTICE IN WRITING OF ANY SUCH CLAIMS AND PERMITS HONEYWELL, THROUGH COUNSEL OF ITS CHOICE, TO ANSWER THE CLAIMS AND DEFEND ANY RELATED SUIT. NotwithstandinS anything to the c~x~ herein, if a portion of the Services involves the maintenance of systems associated with security and/or the de~ction of and/or reduction of risk of loss associated with fire, the terms and conditions listed in any scope offerings deseri~ing such Services shall apply and govern that portion of the Sex.ices. CUSTOMER shall be reeponsible for the containment of any and all refrigerant stored on or about the premises. CUSTOMER accepts ail responsibility for and agrees to indemnify HONEYWELL against any and ail claims, damages, or causes of action that arise out of the storage, consumption, loss and/or disposal of refrigerant, except to the extent HONEYWELL has brought refrigerant onsite and is directly and solely negligent for its mishandling. MISCELLANEOUS EXTENT OF AGREEMENT: This Agreement represents the entire Agreement between CUSTOMER and HONEYWELL for the Services described herein and supe~edes all prior negotiations, representations or Agreements between the Parties related to the Services described herein. None of thc provisions of this Agreement shall be modified, altered, 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 writXen inslrument signed by both Parties. This Agreement shall be governed by the law of the State where the Services are to be performed. Any provision or pa~ of this Agreement held to be void or unenforenab]e under any laws or regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon HONEYWELL and CUSTOMER, who agree that this Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforcosb]e provision that comes as close as possible to expressing the intention of thc stricken provision. PATENT INDEMNITY HONEYWELL shall, at its expense, defend or, at its option, set~le any suit that may be instituted against CUSTOMER for alleged infringernent of any United States patents related to the hardware manufactured and provided by HONEYWELL under this Agreement. provided that a) such ailaged infi'ingement consists only in the use of such hardware by itself and not as part of, or in combination with, any other devices, para or so.rare not provided by HONEYWELL herennder, b) CUSTOM~R gives HONEYWELL imrnediate 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 c) CUSTOMER gives HONEYWELL ail needed information, assistance and authority, at HONEYWELL'S expense, to enable HONEYWELL to defend such suit. if such a suit has occun~d, 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) ~lace, correct or modify it so that it is not infringing; or c) remove such equipment and grant CUSTOMER a credit therefore~ as depreciated. 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 w~mm consent 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 HXREUNDER. 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 FORTIi IN THIS ARTICLE 7 ARTICLE 8. 8.1 DISPUTE RESOLUTION With the exception of any controversy or claim nrising out of or related to the installation, monitoring, and/or maintenance of fire and/or security systems, the Parties agree that any comroversy or claim between HONEYWELL and CUSTOMER arising out of or feinting to this Agreement, or the breach thereof, shall be seffied by erhitrafion, conducted in accordance with the Conslruction Industry Arbitration Rules of the American Arbitration Association. Any award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereoE 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 shall be resolved in a court of competent jurisdiction. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~ / ~ Page 4 of 18 1.1 Preferred Temperature Control Maintenance Scope - HONEYWELL will maintain the temperature control system components and related accessories listed below: List of Covered Equipment: 1.2 1.3 1.4 Description See attached Special Provisions _ Location See attached Special Provisions, Reference Drawing Preventive Maintenance - Each preventive maintenance call will be scheduled by a computer-generated service report detailing the tasks to perform, the skill levels required, and the special tools and instrumentation required to maintain the Equipment. Maintenance intervals will be determined from consideration of component operating hours, application, location, or criticality of end use. Upon completion of each service call, a summary of the preventive maintenance tasks completed will be provided to CUSTOMER. Component Replacements - HONEYWELL will maintain CUSTOMER'S presently installed system within the functional limitations of presently installed hardware, fn-mware, and software found on CUSTOMER'S system(s). HONEYWELL will repair or replace serviceable components and parts found on the List of Covered Equipment which have been found by HONEYWELL to be defective or have failed. Replaced components will be new or reconditioned components of compatible design as required to maintain CUSTOMER'S system. At HONEYWELL'S sole discretion, marginal components may also be repaired or replaced. These replacements will be based upon commercial availability of parts and/or components. All exchanged parts shall become the property HONEYWELL. Automatic valve and damper maintenance and repair are included in this Agreement. The labor required for their removal and installation is not included. Notwithstanding the foregoing, at initial inspection or following twelve (12) months of service, if any individual component(s) cannot, in the sole opinion of HONEYWELL, be properly repaired, due to obsolescence, lack of commercial availability of standard parts, and/or excessive wear or deterioration, HONEYWELL may remove said component(s) from the List of Covered Equipment with sixty (60) days written notice. Non-maintainable components will be eliminated from coverage under this Agreement and HONEYWELL shall adjust the price accordingly. Emergency Service - Activities performed under this Agreement are designed to minimize the incidence of emergency situations. However, should an emergency arise, HONEYWELL personnel will assess the situation either by phone or remote diagnostics, or both, and will determine the required course of action with CUSTOMER. If it is determined that a site visit is required, HONEYWELL personnel will arrive at CUSTOMER site within 4 hours. If the resolution of the emergency service call requires HONEYWELL to provide service for equipment that is not listed in the List of Covered Equipment above, CUSTOMER will be liable for charges prevailing for such service. Emergency Service will be provided during the following periods during the term of this Agreement (check box for desired level of emergency service coverage): Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials~/ ~ Page 5 of 18 1.5 Continuous Emergency Service: 24 hours per day, seven days per week, federal holidays included Extended Hours Emergency Service: 12 hours per day, five days per week, federal holidays excluded. Specified hours: 6:00 a.m. - 6:00 p.m., Monday through Friday. Regular Business Hours Emergency Service: 8.5 hours per day, five days per week, federal holidays excluded. Specified hours: 8:00 a.m. - 4:30 p.m., Monday through Friday. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Page 6 of 18 Preferred Mechanical Maintenance 1.1 Scope - HONEYWELL will maintain the mechanical systems, components, and hardware listed below: List of Covered Equipment: Description See attached Special Provisions Location See attached Special Provisions Reference Drawing 1.2 1.3 1.4 Preventive Maintenance - Each preventive maintenance call will be scheduled by a computer-generated service report detailing the tasks to perform, the skill levels required, and the special tools and instrumentation required to maintain the systems. Maintenance intervals will be determined by either equipment run time or a frequency determined from consideration of equipment operation, application, location, or criticality of end use. Upon completion of each service call, a summary of the preventive maintenance tasks completed will be provided to CUSTOMER. Component Replacements - HONEYWELL will maintain CUSTOMER'S presently installed system within the functional limitations of presently installed hardware, fu-mware, and software found on CUSTOMER'S system(s). HONEYWELL will repair or replace serviceable components and parts found on the List of Covered Equipment that have been found to be defective or have failed. Replaced components will be new or reconditioned components of compatible design as required to maintain CUSTOMER'S system. At HONEYWELL'S sole discretion, marginal components may also be repaired or replaced. These replacements will be based upon commercial availability of parts and/or components. All exchanged parts shall become the property HONEYWELL. Automatic valve and damper maintenance and repair are included in this Agreement. The labor required for their removal and installation is not included. Notwithstanding the foregoing, at initial inspection or following twelve (12) months of service, if any individual component cannot, in the sole or exclusive opinion of HONEYWELL, be properly repaired, due to obsolescence, lack of commercial availability of standard parts, and/or excessive wear or deterioration, HONEYWELL may remove said component from the List of Covered Equipment, with sixty (60) days written notice. Non-maintainable components will be eliminated from coverage under this Agreement and HONEYWELL shall adjust the price accordingly. Emergency Service - Activities performed under this Agreement are designed to minimize the incidence of emergency situations. However, should an emergency arise, HONEYWELL personnel will assess the situation either by phone or remote diagnostics, or both, and will determine the required course of action with CUSTOMER. If it is determined that a site visit is required, HONEYWELL personnel will arrive at CUSTOMER site within 4 hours. If the resolution of the emergency service call requires HONEYWELL to provide service for equipment that is not listed in Article 1.1 above, CUSTOMER will be liable for charges prevailing for such service. Emergency Service will be provided during the following periods during the term of this Agreement (check box for desired level of emergency service coverage): Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials~///~/ /~ Page 7 of 18 1.5 Continuous Emergency Service: 24 hours per day, seven days per week, federal holidays included Extended Hours Emergency Service: 12 hours per day, five days per week, federal holidays excluded. Specified hours: 6:00 a.m. - 6:00 p.m., Monday through Friday. Regular Business Hours Emergency Service: 8.5 hours per day, five days per week, federal holidays excluded. Specified hours: 8:00 a.m. - 4:30 p.m., Monday through Friday. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify oppommities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials~//~ Page 8 of 18 ServiceNetrM: Remote Monitoring and Control 1.1 Scope - HONEYWELL will remotely monitor and/or control the mechanical systems, components, and equipment listed below: List of Covered Equipment: Description Location Refer Mon Contr ence itor ol Draw ing Y7505 panels and City Hall NA Yes Yes associated sensing Murzyn Hall NA Yes Yes and controlling Top Value I NA Yes Yes devices Municipal NA Yes Yes Garage 1.2 1.2.1 1.3 1.4 1.5 1.6 Mechanical System Monitoring - HONEYWELL, upon receipt of a signal from CUSTOMER'S premises, shall (unless previously instructed to the contrary by CUSTOMER), make a reasonable effort to first assess the situation either by telephone or remote diagnostics, or both, and will determine the appropriate course of action with CUSTOMER. HONEYWELL shall, during periods the premises are unoccupied, make a reasonable effort to notify CUSTOMER'S designated representative by telephone of every genuine signal unless instructed to do so otherwise by CUSTOMER. Notification - CUSTOMER shall furnish HONEYWELL a list of names, titles, residence address and telephone numbers of all persons authorized to receive emergency calls and to act on behalf of CUSTOMER. CUSTOMER agrees to periodically update such lists. Scheduling and Control - HONEYWELL will provide CUSTOMER a 1-800 number and Building Identification Code to be used to call HONEYWELL to request schedule, set point, and alarm limit changes, as needed, 24 hours a day, 7 days a week. A toll-free fax number will also be made available to submit new schedules. Coverage - This Agreement covers start-up, checkout, and ongoing maintenance of HONEYWELL's remote monitoring control equipment. Reporting - Monthly reports will be provided to CUSTOMER that summarize the alarms received from its facility as well as any schedule, set point and alarm limit changes. Changes to alarm instructions and notification lists will also be included in the monthly summary. Performance Review - A review of the Services, occupancy schedules, control sequences of operation, set points and alarm parameters maintained within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~_ / g~ Page 9 of 18 2.0 2.1 3.0 4.0 4.1 4.2 Beneficial Control - CUSTOMER represents and warrants that CUSTOMER is the owner of the premises or, if not, that the owner agrees and consents to the installation of any equipment or products on the premises and to any equipment thereon, which are required for HONEYWELL to perform under this Agreement, or which may be requested by CUSTOMER. CUSTOMER agrees to indemnify and hold HONEYWELL harmless from any and all losses or damages, including attorney fees, resulting from the breach of such representation and warranty, or from HONEYWELL'S inability to recover leased or owned system components when CUSTOMER vacates the premises, or any portion thereof. Monitoring Equipment - All HONEYWELL monitoring equipment installed on CUSTOMER premises will remain HONEYWELL property. Upon termination of this Agreement, HONEYWELL may, at its option, remove or abandon (without removing) any or all HONEYWELL equipment without any obligation to restore any portion of the premises. Any such removal or abandonment of HONEYWELL equipment will not constitute a waiver of HONEYWELL'S right to collect any charges which have accrued or may accrue hereunder. Further Obligations of CUSTOMER - CUSTOMER at it own expense shall supply appropriate unswitched AC electric power, outlets for such power, located according to HONEYWELL'S requirements. CUSTOMER also agrees to provide, at its sole expense, connection to the switched telephone network, together with any telephone interface or interconnection jacks, as may be required for the Services contemplated hereunder. Insurance, Liquidated Damages and HONEYWELL'S Limits of Liability CUSTOMER shall maintain all insurance for its premises including property, comprehensive general liability, and workers' compensation insurance in such amounts as required by applicable law. It is understood and agreed by the parties that Services provided by HONEYWELL hereunder are designed to reduce the risk of loss by providing detection of alarm conditions; that the payments provided for herein are based solely on the value of the Services as described herein and are unrelated to the value of any property located on CUSTOMER'S premises; that HONEYWELL is not liable for losses which may occur relating to the Services offered hereunder even if due to HONEYWELL'S negligence or failure of performance; that HONEYWELL is not an insurer; and that insurance, if any, covering personal injury and/or property loss or damage on CUSTOMER'S premises shall be obtained and/or maintained by CUSTOMER. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~~/ Page 10 of 18 4.3 4.4 4.5 4.6 5.0 IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF SERVICES PROVIDED, DUE TO THE UNCERTAIN VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOMER'S POSSIBLE LOSS. THEREFORE IF ANY LIABILITY IS IMPOSED ON HONEYWELL, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE OR $10,000, WHICHEVER IS LESS. THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE HONEYWELL'S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF HONEYWELL, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST HONEYWELL MORE THAN ONE (1) YEAR AFTER ACCRUAL OF THE CAUSE THEREFORE. Since the parties agree that CUSTOMER retains the sole responsibility for the life and safety of all persons in the monitored premises, CUSTOMER agrees to either list HONEYWELL as an additional insured on all insurance policies in effect at the above premises or to indemnify and save harmless HONEYWELL, its employees and agents, from and against, all claims, lawsuits and losses, by persons not a party to this Agreement alleged to be caused by the improper operation of the system or the negligent performance or nonperformance by HONEYWELL of the Service. Except as otherwise noted on the other work scope documents attached to this Agreement, CUSTOMER agrees that HONEYWELL shall have no responsibility for installation, maintenance, repair, or insurance of any CUSTOMER or third party equipment located on CUSTOMER'S premises. HONEYWELL shall not be responsible for any failure in responding to alarms, monitoring the HVAC related or other systems or reporting if such failure of any equipment being monitored is due to inoperative phone lines, incorrect information provided by CUSTOMER, or incorrect wiring of the equipment. IN NO EVENT SHALL HONEYWELL BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM ANY PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE. Subrogation - CUSTOMER does hereby for itself and other parties claiming under it, release and discharge HONEYWELL from and against all hazards covered by CUSTOMER'S insurance, it being expressly agreed and understood that no insurance company or insurer will have any right of subrogation against HONEYWELL. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials/~/~/~ Page 11 of 18 Water Treatment Services 1.1 Scope - HONEYWELL will provide a water treatment program for the following systems: List of Covered Equipment: Description Boiler and closed heating loop Location City Hall Murzyn Hall Library Municipal Garage Reference Drawing NA 1.2 1.3 1.4 1.5 Preventive Maintenance - A computer-scheduled treatment program for the control of scale, corrosion, and biological fouling will be provided. HONEYWELL will regularly examine, test, and adjust all covered water treatment devices, and will perform periodic water analysis. On systems requiring continuous water analysis, an electronic monitoring system will be installed and maintained. The electronic monitoring system will automate the water analysis process, and adjust chemical feed and bleed interval automatically. Supplies and Materials - HONEYWELL will provide and maintain all monitoring equipment, and will supply biodegradable chemicals necessary to maintain proper water treatment. All monitoring and application equipment furnished by HONEYWELL will remain the property of HONEYWELL. Emergency Service - Should an emergency related to the function of the Water Treatment Services arise, HONEYWELL personnel will assess the situation either by phone or remote diagnostics, or both, and will determine the required course of action with CUSTOMER. If it is determined that a site visit is required, HONEYWELL personnel will arrive at CUSTOMER site within 4 hours. If the resolution of the emergency service call requires HONEYWELL to provide service for equipment that are not listed in Article 1.1 above, CUSTOMER will be liable for charges prevailing for such service. Emergency Service will be provided during the following periods during the term of this Agreement (check box for desired level of emergency service coverage): Continuous Emergency Service: 24 hours per day, seven days per week, federal holidays included Extended Hours Emergency Service: 12 hours per day, five days per week, federal holidays excluded. Specified hours: 6:00 a.m. - 6:00 p.m., Monday through Friday. Regular Business Hours Emergency Service: 8.5 hours per day, five days per week, federal holidays excluded. Specified hours: 8:00 a.m. - 4:30 p.m., Monday through Friday. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~/~ Page 12 of 18 Air Filter Services 1.1 Scope - HONEYWELL will furnish and install air filters appropriate for the design condition of CUSTOMER'S ventilation systems. Media for the fan system units listed in this section will be replaced according to the following schedule: LISt Ol Loverea ~rlUl )meat: Changes per year Fan System Unit Quantity Size Type (1~2~4~6, or 12) All Room Top Minimum 30% Units, Air Handling All Various efficient filters 4 Units and Unit Heaters Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~/ ~_5 Page 13 of 18 1.2 1.3 1.4 Coverage - It is understood that the air filter media replacement services apply only to the fan system units listed in Article 1.1 above. If this Agreement is terminated, HONEYWELL will remove any HONEYWELL-supplied frames from the facility, or offer CUSTOMER the opportunity to purchase them at the current market value. Frequency of Air Filter Media Replacement - Should filter loading experience indicate a need to adjust the frequency of media changes for the fan systems listed in Article 1.1 above, the frequency will be changed, and the Agreement amended to reflect the new media change frequency. The Agreement price will be adjusted to account for the revised media change frequency. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials_~/ ~ Page 14 of 18 SPECIAL PROVISIONS Equipment included for full coverage maintenance as described in the Honeywell Preferred Maintenance section is as follows: All existing heating, ventilating and air conditioning equipment (as of the effective date of the contract). This includes the following: Exhaust Fans Unit Heaters Water Heaters Rooftop Units Boilers HVAC Pumps Air Handling Units Over Range Units All corresponding control and control panels This comprehensive maintenance program will be performed at these locations: City Hall Sullivan Lake Lift Station John P. Murzyn Hall Columbia Heights Public Library Top Value Liquor Top Value Liquor II Heights Liquor Pump House #2 Pump House #3 Chatham Lift Station Municipal Service Center Gauvitte Park Building Huset Park Building Keyes Park Building McKenna Park Building Mathaire Park Building Southwest Park Building Ostrander Park Building Prestemon Park Building The following is the list of equipment with the items that are not covered for each. Air Handling Units The air handling unit cabinet Ductwork associated with air handling unit Heating and cooling coils in the units Piping running into and out of the unit Electric wiring from the distribution panel to the unit Air Conditioning Unit The unit cabinet Condenser coil Piping between the condenser and air handling unit Electric wiring from the distribution panel to the unit Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials/~?///~ Page 15 of 18 Roof Top Units Heating and cooling coils in the units Piping running into and out of the unit Combustion chambers Electric wiring from the distribution panel to the unit Boilers The boiler shell or metal cabinet The boiler tubes Piping into and out offthe boiler Electric wiring from the distribution panel to the boiler The boiler stack or flue Pumps Piping into and out of the pump Wiring from the distribution panel to the pump Exhaust Fans The fan cabinet Ductwork associated with the fan Wiring from the distribution panel to the fan Unit heaters The unit cabinet Heating coils Combustion chambers Wiring from the distribution panel to the fan Water Heaters Piping into and out of the heater Wiring between the distribution panel and the heater Water heater flue Air Filters Nothing Water Treatment Nothing Monitoring Nothing Audits Nothing Oven Ranges Cabinets and other unit structure Cooking surfaces Audit records prior to year 2000 will be kept by Honeywell. This is a good faith effort to keep baseline energy data. If current software becomes obsolete, Honeywell and Customer will meet to discuss options. Proposal Number 914-99002 Customer/Honeywell Initialj_~/_~ Honeywell Service Agreement (Rev. IM/99) Page 16 of 18 Addendum to Service Agreement # 914-02-12181 between Honeywell Inc. and The City of Columbia Heights, Minnesota The parties agree that the following changes or modifications shall be part of and incorporated into the above referenced Agreement as follows: Article 2.2 Add to the end of the clause: "Non-covered equipment under this Agreement is identified in the Special Provisions Attachment." Article 2.7 In the first sentence after the word "moved", add the words "by the Customer". At the end of the second sentence add the words "made by the Customer." Article 5.1.1 Add the words "Except as provided by the Minnesota Data Privacy Law" to the beginning of the sentence. Article 5.5.3 Delete the word "commotion" in the first sentence. Article 7.1 Add the word "sole" before the word "expense" in the first sentence. Preferred Temperature Control Maintenance Article 1.3 Modify first sentence of third paragraph to read: "Notwithstanding the foregoing, at initial inspection of the current term, if any individual component(s) cannot...". Article 1.4 Add the following sentence after the third sentence in this paragraph: "Murzyn Hall Events and City Hall Computer Room will have a one (1) hour on site response time." Article 1.5 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Preferred Mechanical Maintenance Article 1.3 Modify first sentence of third paragraph to read: "Notwithstanding the foregoing, at initial inspection of the current term, if any individual component(s) cannot...". Article 1.4 Add the following sentence after the third sentence in this paragraph: "Murzyn Hall Events and City Hall Computer Room will have a one (1) hour on site response time." Article 1.5 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." ServiceNetVa: Remote Monitoring and Control Article 1.2.1 Delete the words "residence address" from the first sentence. Article 1.6 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." . ~/,/ ~ , ~ Proposal Number 914-99002 Customer/Honeywell Initial Honeywell Service Agreement (Rev.04/99) Page 17 of 18 Article 2.1 Modify second sentence to read "Upon termination of this Agreement, Honeywell and Customer will meet to discuss options available for the removal of the monitoring equipment, and Honeywell shall have no obligation to restore any of the premises.". Remove the words "or abandonment" in the third sentence. Article 4.5 Add the phrase "if said wiring was not performed by Honeywell." to the end of the last sentence in this article. Water Treatment Services Article 1.5 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Air Filter Services Article 1.4 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~_~ ~7~ Page 18 of 18 CITY OF COLUMBIA It-EIGHTS TO: Walt Fehst, City Manager Bill Elrite, Finance Director Ken Anderson, Community Development Director Becky Loader, Library Director Tom Johnson, Police Chief Dana Alexon, Acting Fire Chief Kevin Hansen, Public Works Director Keith Windschitl, Recreation Director Mel Collova, Building Official FROM: Linda L. Magee, Assistant to the City M~ag3~~~- DATE: November 1, 1999 RE: ~ Honeywell Contract Attached is a signed copy of the service agreement between the City of Columbia Heights and Honeywell. cb Attachment Honeywell Inc., Home and Building Control SERVICE AGREEMENT By and between HONEYWELL Inc., acting through and on behalf of Its Home and Building Control Division 7171 Ohms Lane Edina, MN 55439 Proposal Number: 914-99002 Date: 10/l 1/99 Agreement Number: 914-02-12181 (CUSTOMER) City of Columbia Heights 590 40~ Avenue N. E. Columbia Heights MN 55421 Services will be provided at the following location(s): City of Columbia Heights Facilities As listed on special provisions - Page 14 HONEYWELL shall provide Services in accordance with the attached work scope documents and terms and conditions, which form a part of this Agreement _~.X Preferred Temperature Control Maintenance wFiex Temperature Control Services Preferred Automation Maintenance Flex Automation Services Fire Alarm and Security System Maintenance Fire Alarm and Security Test and Inspect Services ~ Preferred Mechanical Maintenance Flex Mechanical Services X ServiceNetTM Remote Monitoring and Control Service Site Services Energy Auditing and Analysis Services X Air Filter Services _.~_Water Treatment Services __Critical Parts Stocking __Reliability Services ____Personnel Development Services .~.~door Air Quality Auditing Services ~X Other/Special Provisions The annual price of Sixty-seven thousand, eight hundred and seventy eight dollars, ($67,878.00), plus applicable taxes, shal~be payable in accordance with Article 3 herein. Service shall commence on November 10, 1999. This proposal is valid through 11/10/99. Statements made to you in the course of this ~ale are subject to the Year 2000 Information and Disclosure Act (Public Law 105-271, 112 Stat 2386). In the case of a dbpute, this Act may reduce your legal riots regarding the use of any such statements, unless otherwise specified by your contract or tariff. This proposal and the pages attached shall become an Agreement only upon signature below by HONEYWELL and CUSTOMER. No waiver or modification of any terms or conditions of this Agreement shall be binding on HONEYWELL unless made ~,~'ll~g and signed by an authorized representative of HONEYWELL. /i ~City of mbla H h HONEYWELL~. _/ _ _ Signature: (Type in Name) Richard Zander(~ Title: District Service Manager Date: Proposal Number 914-99002 Honeywell Service Agre~nent (Rev.04/99) CUSTOMER: Signature: (Type in Name) Gary L.' ~e~erson Title: Mayor Date: Signature: (Type in Name) -~alter ff. Fe-t~t Title: Clty Manager Date: a~ Approved as to Form: Customer/Honeywell Initi Page 1 of 18 ARTICLE 1. DEFINITIONS 1,1 ~Equipment" meatus the equipment ¢ovm'ed by the Se~vim to be performed by HONEYWELL under this A~reemeat, and is identified in the respective work ~ attachments under the "List of Coven~d Equipment~. 1.2 "Services" me~m tho~ ~rvices md obligations to I~ und~taken by HONEY~VELL in support of CUSTOMER pursuant to lifts Agreement, as more fully de. tiled in the nllached work scope documenl(s), which sr~ inco~ herein. CUSTOMER ngr~e~ ~o pwvi~ nceess to nil F. quipment covered by this A~n~ment. HONEYWELL will be fn:e to stm and st(q~ all i~ima~ equipment incidental to the olm'ation of the mechanical, com~ol, automation, and life safety system(s) as arranged with CUSTOMER'S It is undemood tha~ the rel~ir, r~a~ement, and emergency service l~ovisi~o~ ~ly ooly to the Equipmmt included in lhe ~l~thed List of Covered ~quipmem. Repair or r~lacemem of non-maintainable pan~ of the system such ns, b~t n~ limited to, duc~,orl~ p~ping, unit cabinets, imulating material, elec~ical wiring, hyd~nic and Imeumatlc piping, smactural suppo~s nnd o~her non-movin~ i~ms, is not included under fl~ Agreemem. Corns to ~mir er repln~e such non-maimainable i~rts will be the so~e re~bility of CUSTOMER. HONEYWELL will no~ relo~l soflw~e, net make repairs er ~ln~-,ems neeessilaI~d by ~ason of n~ligenee or misuse of the F_4uipmem by pet~ othe~ than HONEYWELL o~ ils emp~oyee~, ~ caused by lighming, eleglrimfl ~ er o~her violent wearier or by my ~ e. nu~e beymd HONEYWELL'S eomyoL HONEYWELL will provide such services at CUSTOIv~R'S request and at an ndditionnl charge. CUSTOMER shall be entitled to receive HONI~YWELL'S thru cun~nt preferred-CUSTOMER Inbo' ra~s for such 2.4 HONEYWELL may install dia~n~li¢ devices and/er softwm'e at HONEYWFJ..L'$ expense t~ enlum~e system operaficm and suppo~ Upon tem~ination of this Ag~eraent, HONEY'~t~c. LL may r~move lhese devices md renn the system to its original ol~mtio~. CUSTOMER ag~e~ w provide, a~ its sole expense, e~nection to the switched ~le~e network for the diagnostic devices md/or software+ 2.$ HONEYWELL ~,ill review the Serv~ce~ delivered under this .Ag~:ement on m annual basis, unlem o~m'wise noted. 2.6 This Agreement mume~ that the sysmm and/or Equ~pmem included in the attached List of Cove~d Equipment ~e in nmntzinable condition. If repa~ are ~_~t~y upon initial inspection er initial semoeal sm't-up, repair cha~es will be submlt~l fcr approval. Should these c~arges be declined, these no~-maimalnable items will be eliminated fi'om coverage under this Agreement and t~e price adjusted accordingly. In the event that the system or ~y equipment ~ent thereof is altered, modified, changed or moved, this A~reement may be immediately adjusted er temfinnted, at HONEYWELL'S sole option. HONEYWTr. LL shaJl not be responsible for ~ny damages resulting from such alterations, modifications, changes er movement. 2.8 HONEYWELL shall not be responsible to malnmln & supply of, furnish and/or replace lost er ~_ __,~d_ chlorofiuoeocad~n (CFC) based ref~getanM not ofi~.wi~e requited under this Agreement. CUSTOMER sha~l be solely responsible for the co~t of material and laber of any such refrinetant not otherwise provided for under this Agyeement at cun'e~t 2.9 Maintenance, repairs, and replacemeat of EquilYment parts and compeeems are limited to restoring to proper working ~difice. HONEYWELL sha~l not be obligated to provide replacement sot~vare, equipment, compeoenu md/or pans lhat repreaent a significant bettmment or capi~ improvemem to CUSTOM~ER'S system(s) hereunder. ~.10 Unles~ otherwise specified, CUSTOMER maim all responsibility for maintaining LANs, WANs, leased lines and/er other communicafio~ mediums incidental or essenti.1 to operation of the system(s) or Equipment found included in the arm:heal List of Covered Bquipment. 2.11 W9rklne Horn 2.11.1 All non-4~ergm,.cy ~ under this Aweemem will be perfcemed during the Noun of g:00 a.m. - 4:30 p.m. local time Monday through Friday. excluding federal holidays. ]f for any ~z~on CUSTOMER reque~ HONEYWELL to furnish any such hbor er servicea outsi~e of the bouts of 8:00 tm. - 4:30 p.m local time Monday through Friday (er on federal holidays), nny overtime er eehet additional expense occasioned 1hereby, such as eepalrs or material ~ not included in tl~s .A~eement, shall be billed to and pa~d by CUSTOM~..K Z.11.2 CUSTOMI~R vail promp~y noti~ HON~EYWE. LL of any mai fun,~fion in ~e system(s) or Equipment covered under this Ag~n~ent that comes to CUSTOMER'S attention. ARTICLE 3. PRICE AND TERM 3.1 CUSTOMER shall pay or cause to be p~d to HONEYWELL the full price fer the Ser~ce~ al sl~cified ~e 1he tim p~e of thls A~eement. HONEYWELL s~ll submi~ quarterly invoices to CUSTOMER in advance for Ses~ices to be performed during the subsequent billin~ period, and payment shall be due within twenty (20) days aRet CUSTOMER'S receipt of each such invoi~e. Ptymems for Services past due more than five (~) days shall ac. omc interest from the due date to the date of payment at the me of erie and one-half pen:em (I.5%) per m~th, compounded monthly, ~ the highest legal rate then Idlowed CUSTOMER shall pay all att~ney md/or colle~-tion fees incurred by HONEYWELL in collecting ~y past due amounts. [] CUSTOMER authorizea HONEYWELL to immact CUSTOMT:,R'S bank to make scheduled paymen~ for Servic~ aa identified in Para. apb 3.! above. HONEYWELL will be ufil~n~ Automatic Clearing House (ACH) to initiate these payment Irama~o~.s. CUSTOMER undemands eat il has the fight to r~eive nefice if the gheduled payment smounl changes. Such noticev~H begivenat least 10 days in advance of the payment date. Term and ~ Adlm~nem. ~ initial ~ of this .a~m~ment v~ll begin on the Effective Date and teminue for n pe~od of erie (!) yea~, with m ep~on to m~ew on · yearly basis. HONEYWELL may atmually adjust the amounts cha~ed fer the Ses~ic.~ provided. The U.S. City Average Service l~ce ln~-z (SP~), as published by the U. S. Department of Laber, Bu~au of Laber Statics, will normally be used for the purpme of cakulafiag a~usunmts to the pfi~e for the Servic~ provided herein, plus ~ny unusual AR~CLE 4. T~RMINATION 4.1 CUSTOMER may mmina~ ~ .~een~nt t'a cause after Wing HONEYWELL s~x'~y (60) days advsnce written n~ce. HONEYWELL may ruminate this Agreement for ~use (induding, but not limied to, CUSTOMER'S fsilm~ m make paymenu as agreed herein) at~r Siring CUSTOMER sixt~ (6O) dca ~ wri~en n~i~e. 4,3 Caneellatlea - This s~hedule may be canceled at HONEY~V'ELL'S op~on in I~e event Ihe Nes~ American Building Services Center er HONEYWELL equipment on CUSTOMER'S premlsm is desm~yed er sul~nnfia]ly dam~ Likewise, this schedule may be ~anoded nt CUSTOMER'S op~oa in ~e event CUSTOMER'S premises de~ In ~e event of such cancella~on, nelthet perry shall be linb[e fct damages er subject to my pe~, e~.,ept ~ CUSTOlVI~t. will renan liable for Serv~c, es rendered to the da~e ot' cancella~on. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~ / Page 2 of 18 ARTICLE $.1 $.1.1 S.2.1 5.3. $.3.2 $.4.2 5.5 S.S,I S,S.2 S.S.3 S.5.4 $.S,4.1 ~5.4~ Commercial General Liability Combined Single Limit Commcmial Automo~le Liability Combined Single Limit S I 0,000,000 Prodm:t & Cc~4oted Opera, Gm Aggregate SI,OOO,OO0 Each Occmrance Woekm' ~oo Statutory CUSTOMER dtall be roSl~n~k for mn/mEnials_ Its own beblltty and property buuranee. l~znrdons Materials CUSTOMER ,~.,~ ~ems and warrants that. except as otherwise discloeed in this Agreement, in the asros where HONEYWELL will undertake work er provide Services, there arc no: (a) mamials er substances classified as toxic er hazardous either (0 on er within the walls, floors, ceilings er other stntcun~ components er (ii) otherwise located in the wmk area, including asbesto~s oF presumed asbestos-containing materials, fermaldehyde, ccmtalners er pipelines containing petroleum produ~ er hazardous substances, f~.; (b) situations subjes~ to ~ p~mm~cm er eq~pm~t r~quired by federal, sts~ er local health er safety regulmicm; or (c) unsafe Mx-king conditions. CUSTOIvI~R shall no6fy HONEYWELL of any clump er updates that occur dmin~ the co~e of this Agreement. If any such materi~ls, situations er condifons, wbe~e~ disclosed er no*, are in fact discovered by HONEYWELL or otbe~ and provide an unsafe condition for the porferrflance of the woflt or Sorvices, the discovery of the main'iai, situation er conditin~ shall constitute a cause bcyc~l HONEYWELL'S reasonable conuol and HONEYWELL shall have the ~ight to cease or not cernmance the woflc er Services until the arca has been made esfc by CUSTOMER er CUSTOMER'S representative, a~ CUSTOMER'S expense. CUSTOMER SHALL INDElVlNIFY ~ HOLD HONEY~IVELL HARMLESS FROM AND AGAIIqST ANY .4dqD ALL CLAIMS AND COSTS OF WHATEVER NATURE, INCLUDING BUT NOT LIMITED TO, CONSULTANTS' AND A'ITORNEYS' FEES, DAMAGES FOR BODILY INJURY AND PROPERTY DAMAGE, FINES, PENALTIES, CLEANUP COSTS END COSTS ASSOCL6.TED WITH DELAY OR WORK STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES UNDER SUCH MATERIALS, SITUATIONS OR CONDITIONS, REGARDLESS OF WHETHER CUSTOMI~R HAS PRE-NO'i'II,'IED HONEYV,/ELL THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THLq AGREEMENT FOR WHATEVER REASON. Warranties and Ltmbtlan of Liability HONEYWELL will teplane er repair any product HONEYWELL provides er CUSTOMER purchases under this Apeement tbe~ fails within the warranty period (one year) because of 6efective worknmnshlp er martials. The failm'e must not result from CUSTOMER nesligsnce, er from fire, lightning, water dema~e, er any other cause beyond HONEYWELL'S contn~. This wm'anty applies to both HONEYWELL-manufactured and outside-~ (fer ruale) producu Thc warranty effective detc is the date of CUSTOMER acceptmce of thc product er the da~ CUSTOMER begins to receive beneficial usc of the j:roduct, whichever comes fiv~. THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVFo AND HONEYWELL EXPRESSLY DISCLAIMS At.L OTHER WARRANTIES, WHETHER wRrrFEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, A,'qY WARRANTIES OF MERCHANTABXLITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES, EQUIPMENT, AND MATERIAI-q PROVIDED HEREUNDER. HO~LL SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIREC'F, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OR RELATING TO, THIS ~ WARRANTY OR ITS BREACIL HONEYWELL shall not be linble for damages caused by delay er int, en'uption in Se~icas due to fire, flood, cerresive substances in the air, strike, lockout, dispute with workmen, inability to obtain nmm'ial er se~ices, con'uno6on, wer, ants of God er any o~er cause beyond HONEYWELL'S ressmmble conU'ol. Should any pail of the system or any F_.quipmmt be damaged by fire, wat~, lightning, a~s of God, third per6es er any other cause beyond the control of HONEYWELL, any ~-~alrs er replacement shall be paid for by CUSTOMER. Year 2000 Wnrranty Huneywell werrants that my software, system and/er componems i~,ided pursuant to this Agreement and which we~ rmaufactored by HONEYWELL, will be usable prior to and during thc c. alundar yes; 2000 AD without subeumia] error minting to dete data, specifically includin~ mY e~mr relatinS to, er thc product of, date deta which represems or references differont conturier or mere than oon century. HONEYWELL DOES NOT WARRKNT, AND HEREBY DISCLAIMS ,ddqY WARRANTY THAT ANY SOI~gAR~, SYSTEM OR COMPONEN~ PROVIDED UNDER THIS AGREEMENT, WILL RESOLVE ANY YEA,q 2000 RELATED ISSUE WITH ANY SYSTEM, SOrFW~RE OR COMPONENT ,4J..READY IN CUSTOMI:R'S POSSESSION OR USE OR NOT MANUFACIXIRED BY HONEYWELl.. HONEYWELL DOES NOT W~RRANT THAT ANY SOFTWARE, SYSTEM OR ANY COMPONENT TI~-'RF. OF, CURRENTLY IN CUSTOIdER'S POSSESSION, WHETHER OR NOT COVERED UNDER THIS AGREEMENT AND WHETHER OR NOT PROVIDED BY HONEYWEI.~ WILL BE USABLE PRIOR TO, DURING, AND AFTER THE CALENDAR YEAR 20~0 AD. HONEYWELL DOES NOT WARRANT AND HEREBY DISCLAIMS ANY WARRANTY THAT ANY SOFTWARE, SYSTEM OR ANY COMPONENT THEREOF WILL OPERATE DURING EACH SUCH TIME PERIOD WITHOUT ERROR RELATING TO DATE DATA, SPECIFICALLY INCLUDING ANY ERROR RELATING TO, OR THE PRODUCT OF, DATE DATA WHICH REPRESENTS OR REFERENCES DIFFERENT CEN'IIIRIES OR MORE THAN ONE CENTURY. IF ANY HONEYWELL SYSTEM, SOFTWARE OR COMPONENT SHOULD FAIL TO MEET THE .4'uOVE WARRANTY, HONEYWELL IN ITS SOLE OPTION SHALL REPklR OR REPLACE TH~ SYSTEM* SOFTWARE OR COMPONENT WITH IN ~0 DAYS OR PROVIDE A PRORATED REFUND BASED UPON A 60 MONTH USEFUL LI]rE FOR THE SOrI'wAA~E. WITH RESPECT TO THE PROCESSING OF DATES ~ND TIMES BY HONEYWELL SOFTWAIE, THE WA~qR-4A'TY STATED HEREIN IS EXCLUSIVE. IN NO EVENT SHALL HONEYWELL BE LIABLE FOR ANY NON-HONEYWELL SUI*PLII3) SOFTWARE OR FOR ANY WARRANTIES IM~LI]:D BY LAW OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FrfNESS FOR A PARTICUIAR PURPOSE. IN NO EVENT HONEY%VELL OR Frs DXREC'rORS, OFFICERS, OR EMPLOYEES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INClDENTAL~ SPECIAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF ANY BREACH OF THIS WARRANTY. Proposal Number 914-99002 Customer/Honeywell Initials ~/~ Honeywell Service A~rccn-cnt (Rev.04/9~) Pa$c 3 of 18 5.6.2 ARTICLE 6.1 6.2 6.3 6.4 ARTICLE 7. 7.1 7.2 7.3 p,~.RTICLE [. &l hMemnitv and Limitation of LtnbflitN' HONEYWELL agrees to indemnify md hold CUSTOMER and its a{eats and employee~ hmnlms from all claims for bodily injury and ~ damages to thc extent such claims result from or rose tmde~ HONEYWELL'S n~liReat actions or willful miscmiduct in its perfomlmnce of the Services. PROVIDED, THaT NOTHING IN ~ ARTICLE SHALL BE CONSTRUED OR UNDERSTOOD TO ALTER TI~ LIMITATIONS OF LIABILITY CONTAINED 1N Tills ARTICLE OR TI~ INDEMNtFICATION CONTAINED IN PARAGRAl~H S.4.2. IN NO EVENT SHALL HOI~YWELL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULAT~E, REMOTE, OR CONSEQUENTIAL DAMAGES ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, EQU'n~M~NT, MATERIALS, OR ANY GOODS PROVIDED HEREUNDER. SUCH INDEMNITY OBLIGATION IS VALID ONLY TO TI~ EXTENT CUSTOMER GIVES HONEYWELL IMMEDIATE NOTICE lIN WRITING OF ANY SUCH CLAIMS AND PERMITS HONEYWEI~ THROUGH COUNSEL OF ITS CHOICE, TO ANSWER THE CLAXMS AND DEFEND ANY BELATED SUIT. Notwilhstan~g anyll~ng Io ~he cemr~y here/ri, if · po~o~ of the Services involvm lhe maintenance of sy~ms mociated w~l~ security and/or the cle~c~o~ of md/or redu~o~ of risk of loss assoc~nted w/Ih Cue, ~e lenns and cond~om lis~d in any scc~e offe~gs dm:n'bing ~ ~ ~l ~ md ~v~ ~ ~ ~ ~ ~m. CUSTOMER shall be responsible fro' the containment of any and all refrigerant stmed on or about the premises. CUSTOIvWaR ~ all respmm'bility for and a~es to indemnify HONEYWELL apinst any and all ~ dam~es, or causes of a~ti~ that arise out of the mccaae, comump6ou, loss and/or dispesal of ~'ffisermt, except m the ext~nt HONEYWELL has broasht reluctant onsit~ and is di~xly and solely n~lisent for its mishandling. MISCELLANEOUS EXTENT OF AGREEMENT: This A~r~ment reprmeats the ea,lre A{reement between CUSTOMER and HONEYWELL fc~ thc Se~ices dem:~bed herein and su~ a{I None of the provisions of this A~eemem shall ~ modified, altered, chansed m' voided by any ~t Pm'chase Order or odler ~toctunent unilaterally issued by CUSTOMF_~ This Agreement shall be governed by d~e law of the Su~ where die Services are t~ be peffmmed. Any provisimm or part of this A~reement held to be void or uneufon:eabte under my laws or re~da~ons shall be deemed stricken, md all r~naining provisions shall continue to be valid and bindin{ upon HONEYWELL and CUSTOM,IL who a{ree ~at this A~reement shall be refenned to t~-place such micken provision or part thereof with a valid and enferceable ta'ovision that comes as clc~e as IXm~le to ~,, ,~dns the intention of the stricken provision. PATENT INDEMNITY HONEYWELL sim{I, at its expense, defead ~r, at its ol~on, aettl¢ any suit thal may be in~itmed ~ainm CUSTOIVI~R fro' alleged in~n~ement of any United States patents related to the hardware manufactured and provided by HONEYWELL under this A~eement, provided that a) such a{leged inf~ngemeat co~im only in the use ofs~h hardware by itself and not as part of, or in combin~on with, any o~hm' devices, parts er software not provided by HONEYWELL hereund~, b) CUSTOMER ~ives HONEYWELL immedime no6ce in writing of any such suit m~d permits HONEYWELL, ~ coumel of its choice, to mswer the cha~e of in~ngement and defend such suit, and c) CUSTOIv~R gives HONEYWELL all needed informmicst, assistan~ and authority, at HONEYWELL'S expense, Io enable HONEYWELL to defend such suit. if such a su~t has occun~d, or in HONEYWELL'S opinion is I~ely to occur, HONEYWELL may, at its election and expense: &) ob*,ain for CUSTOMER the ri{hr to c~finue using such equipment; b) replace, ~ or modify it so*,ha~ it is nm infringing; m' c) remove such equipment and ~ant CUSTOMF..R a cxedit ihe~fm-e, ~ de{~m:iated. In ~e case of a final award of dam~es in my such suit, HONEYWELL will pay such ~ HONEYWELL shall no*., however, be responsible for my setflerm~t made without THIS ARTICLE STATgS HONEYWELL'S TOTAL LLABILITY AND CUSTOMER'S SOLE REIVlgDY FOR ANY ACTUAL OR ALL~G]gD INFRINGEMENT OF ANY PATENT ~Y ~ HARDWARE MANUFACTURED AND PROVIDED BY HONEX/~rELL H~REUNDER. IN NO EVENT SHALL HONEYWELL ~E LLABLE FOR ANY INDIRgCT, SPECIAL OR CONSEQUI3qTLAL DAMAGES RESULTING FROM ANY SUCH ACTUAL OR ALLEGED INFRINGEM]iNT, EXCEPT AS SET FORTH IN ~ ARTICLE ? DISPUTE RESOLUTION cc~Uoversy or claim between HONEYWELL and CUSTOIdF_.R sm,kin{ oul of or tel~lin{ to ~ .A~I, or the ~ 'thereof, shall be mett{ed by arbiu'nfiou, ccmducted in accordanc~ with the Conswumion lndusuT AFoitrafien Rules of rite American AFoiwation Asso~adon. Any award r~ndered by thc at'oiu'a~' shall be final, and judgment may be ente~d upon it in accordance wid~ al:~plicable law in rely court Imving jurisdiction thereof. Any ~emu'oversy m- ~,lnim arisin~ mat of or r~lated to the installation, mmmitorin{, and/er mainten~ce of systems asso~ated with secur{ty and/or the dete~don of, sad/ct redu~ion of risk of Iosa associatmd with fire shall be rmolved in a cman of c~mpetmmt ju~sdlcdon. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials Page 4 of 18 1.1 Preferred Temperature Control Maintenance Scope - HONEYWELL will maintain the temperature control system components and related accessories listed below: List of Covered Equipment: 1.2 13 1.4 Description See attached Special Provisions. . Location Reference Drawing See attached Special Provisions · Preventive Maintenance - Each preventive maintenance call will be scheduled by a computer-generated service report detailing the tasks to perform, the skill levels required, and the special tools and instrumentation required to maintain the Equipment. Maintenance intervals will be determined from consideration of component operating hours, application, location, or criticality of end use. Upon completion of each service call, a summary of the preventive maintenance tasks completed will be provided to CUSTOMER. Component Replacements - HONEYWELL will maintain CUSTOMER'S presently installed system within the functional limitations of presently installed hardware, trumware, and software found on CUSTOMER'S system(s). HONEYWELL will repair or replace serviceable components and parts found on the List of Covered Equipment which have been found by HONEYWELL to be defective or have failed. Replaced components will be new or reconditioned components of compatible design as required to maintain CUSTOMER'S system. At HONEYWELL'S sole discretion, marginal components may also be repaired or replaced. These replacements will be based upon commercial availability of parts and/or components. All exchanged parts shall become the property HONEYWELL. Automatic valve and damper maintenance and repair are included in this Agreement. The labor required for their removal and installation is not included. Notwithstanding the foregoing, at initial inspection or following twelve (12) months of service, if any individual component(s) cannot, in the sole opinion of HONEYWELL, be properly repaired, due to obsolescence, lack of commercial availability of standard parts, and/or excessive wear or deterioration, HONEYWELL may remove said component(s) from the List of Covered Equipment with sixty (60) days written notice. Non-maintainable components will be eliminated from coverage under this Agreement and HONEYWELL shall adjust the price accordingly. Emergency Service - Activities performed under this Agreement are designed to minimize the incidence of emergency situations. However, should an emergency arise, HONEYWELL personnel will assess the situation either by phone or remote diagnostics, or both, and will determine the required course of actiun with CUSTOMER. If it is determined that a site visit is required, HONEYWELL personnel will arrive at CUSTOMER site within 4 hours. If the resolution of the emergency service call requires HONEYWELL to provide service for equipment that is not listed in the List of Covered Equipment above, CUSTOMER will be liable for charges prevailing for such service. Emergency Service will be provided during the following periods during the term of this Agreement (check box for desired level of emergency service coverage): Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials~/ P~) Page 5 of 18 1.5 Continuous Emergency Service: 24 hours per day, seven days per week, federal holidays included Extended Hours Emergency Service: 12 hours per day, five days per week, federal holidays excluded. Specified hours: 6:00 a.m. - 6:00 p.rrL, Monday through Friday. Regular Business Hours Emergency Service: 8.5 hours per day, five days per week, federal holidays excluded. Specified hours: 8:00 a.m. - 4:30 p.m., Monday through Friday. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertzining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/I-Ioneywell Initial~/ff/j/ /, Page 6 of 18 Preferred Mechanical Maintenance 1.1 Scope - HONEYWELL will maintain the mechanical systems, components, and hardware listed below: List of Covered Equipment: Description I See attached Special See attached Special Provisions Provisions Location Reference Drawing 1.2 Preventive Maintenance - Each preventive maintenance call will be scheduled by a computer-generated service report detailing the tasks to perform, the skill levels required, and the special tools and instrumentation required to maintain the systems. Maintenance intervals will be determined by either equipment nm time or a frequency determined from consideration of equipment operation, application, location, or criticality of end use. Upon completion of each service call, a summary of the preventive maintenance tasks completed will be provided to CUSTOMER. 1.3 Component Replacements - HONEYWELL will maintain CUSTOMER'S presently installed system within the functional limitations of presently installed hardware, fn'mware, and Software found on CUSTOMER'S system(s). HONEYWELL will repair or replace serviceable components and parts found on the List of Covered Equipment that have been found to be defective or have failed. Replaced components will be new or reconditioned components of compatible design as required to maintain CUSTOMER'S system. At HONEYWELL'S sole discretion, marginal components may also be repaired or replaced. These replacements will be based upon commercial availability of parts and/or components. All exchanged parts shall become the property HONEYWELL. Automatic valve and damper maintenance and repair are included in this Agreement. The labor required for their removal and installation is not included. Notwithstanding the foregoing, at initial inspection or following twelve (12) months of service, if any individual component cannot, in the sole or exclusive opinion of HONEYWELL, be properly repaired, due to obsolescence, lack of commercial availability of standard parts, and/or excessive wear or deterioration, HONEYWELL may remove said component from the List of Covered Equipment, with sixty (60) days written notice. Non-maintainable components will be eliminated from coverage under this Agreement and HONEYWELL shall adjust the price accordingly. 1.4 Emergency Service - Activities performed under this Agreement are designed to minimize the incidence of emergency situations. However, should an emergency arise, HONEYWELL personnel will assess the situation either by phone or remote diagnostics, or both, and will determine the required course of action with CUSTOMER. If it is determined that a site visit is required, HONEYWELL personnel will arrive at CUSTOMER site within 4 hours. If the resolution of the emergency service call requires HONEYWELL to provide service for equipment that is not listed in Article 1.1 above, CUSTOMER will be liable for charges prevailing for such service. Emergency Service will be provided during the following periods during the term of this Agreement (check box for desired level of emergency service coverage): Proposal Number 914-99002 'Honeywell Service Agreement (Rev.04/99) Customer/Honeywell lnitials'~.~/ /f~ Page ? of 18 [] [] 1.5 Continuous Emergency Service: 24 hours per day, seven days per week, federal holidays included Extended Hours Emergency Service: 12 hours per day, five days per week, federal holidays excluded. Specified hours: 6:00 a.m. - 6:00 p.m., Monday through Friday. Regular Business Hours Emergency Service: 8.5 hours per day, five days per week, federal holidays excluded. Specified hours: 8:00 a.m. - 4:30 p.m., Monday through Friday. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Ag~en~nt (Rev.04/99) Customer/Honeywell Initials~J / ~ Page 8of18 ServiceNetTM: Remote Monitoring and Control 1.1 Scope - HONEYWELL will remotely monitor and/or control the mechanical systems, components, and equipment listed below: List of Covered Equipment: Description Location Refer Mtn Contr ence itor ti Draw lng Y7505 panels and City Hall NA Yes Yes associated sensing Murzyn Hall NA Yes Yes and controlling Top Value I NA Yes Yes devices Municipal NA Yes Yes Garage 1.2 1.2.1 13 1.4 1.5 1.6 Mechanical System Monitoring - HONEYWELL, upon receipt of a signal from CUSTOMER'S premises, shah (unless previously instructed to the contrary by CUSTOMER), make a reasonable effort to ftrst assess the situation either by telephone or remote diagnostics, or both, and will determine the appropriate course of action with CUSTOMER. HONEYWELL shall, during periods the premises are unoccupied, make a reasonable effort to notify CUSTOMER'S designated representative by telephone of every genuine signal unless instructed to do so otherwise by CUSTOMER. Notification - CUSTOMER shall furnish HONEYWELL a list of names, rifles, residence address and telephone numbers of all persons authorized to receive emergency calls and to act on behalf of CUSTOMER. CUSTOMER agrees to periodically update such lists. Scheduling and Control - HONEYWELL will provide CUSTOMER a 1-800 number and Building Identification Code to be used to call HONEYWELL to request schedule, set point, and alarm limit changes, as needed, 24 hours a day, 7 days a week. A toll-free fax number will also be made available to submit new schedules. Coverage - This Agreement covers start-up, checkout, and ongoing maintenance of HONEYWELL's remote monitoring control equipment. Reporting - Monthly reports will be provided to CUSTOMER that summarize the alarms received from its facility as well as any schedule, set point and alarm limit changes. Changes to alarm insmacfions and notification lists will also be included in the monthly summary. Performance Review - A review of the Services, occupancy schedules, control sequences of operation, set points and alarm parameters maintained within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Page 9 of 18 2.0 2.1 3.0 4.0 4.1 4.2 Beneficial Control - CUSTOMER represents and warrants that CUSTOMER is the owner of the premises or, ff not, that the owner agrees and consents to the installation of any equipment or products on the premises and to any equipment thereon, which are required for HONEYWELL to perform under this Agreement, or which may be requested by CUSTOMER. CUSTOMER agrees to indemnify and hold HONEYWELL harmless from any and all losses or damages, including attorney fees, resulting from the breach of such representation and warranty, or from HONEYWELL'S inability to recover leased or owned system components when CUSTOMER vacates the premises, or any portion thereof. Monitoring Equipment - All HONEYWELL monitoring equipment installed on CUSTOMER premises will remain HONEYWELL property. Upon termination of this Agreement, HONEYWELL may, at its option, remove or abandon (without removing) any or all HONEYWELL equipment without any obligation to restore any portion of the premises. Any such removal or abandonment of HONEYWELL equipment will not constitute a waiver of HONEYWELL'S right to collect any charges which have accrued or may accrue hereunder. Further Obligations of CUSTOMER - CUSTOMER at it own expense shall supply appropriate unswitched AC electric power, outlets for such power, located according to HONEYWELL'S requirements. CUSTOMER also agrees to provide, at its sole expense, connection to the switched telephone network, together with any telephone interface or interconnection jacks, as may be required for the Services contemphted hereunder. Insurance, Liquidated Damages and HONEYWELL'S Limits of Liability CUSTOMER shall maintain all insurance for its premises including property, comprehensive general liability, and workers' compensation insurance in such amounts as required by applicable law. It is understood and agreed by the parties that Services provided by HONEYWELL hereunder are designed to reduce the risk of loss by providing detection of alarm conditions; that the payments provided for herein are based solely on the value of the Services as described herein and are unrelated to the value of any property located on CUSTOMER'S premises; that HONEYWELL is not liable for losses which may occur relating to the Services offered hereunder even if due to HONEYWELL'S negligence or failure of performance; that HONEYWELL is not an insurer; and that insurance, if any, covering personal injury and/or property loss or damage on CUSTOMER'S premises shall be obtained and/or maintained by CUSTOMER. Proposal Number 914-99002 Honeywell Service Agreen'~nt (Rev.04/99) Customer/Honeywell Initials ~ ~ Page 10 of 18 4.3 4.4 4.5 4.6 5.0 IT IS AGREED THAT IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FLX ACTUAL DAMAGES WHICH MAY ARISE IN SITUATIONS WHERE THERE MAY BE A FAILURE OF SERVICES PROVIDED, DUE TO THE UNCERTAIN VALUE OF CUSTOMER'S PROPERTY OR THE PROPERTY OF OTHERS KEPT ON THE PROTECTED PREMISES WHICH MAY BE LOST, STOLEN, DESTROYED, DAMAGED OR OTHERWISE AFFECTED BY OCCURRENCES WHICH THE SYSTEM OR SERVICE IS DESIGNED TO DETECT OR AVERT AND ESTABLISHING A CAUSAL CONNECTION BETWEEN THE SYSTEM OR SERVICE PROBLEMS AND CUSTOMER'S POSSIBLE LOSS. THEREFORE IF ANY LIABILITY IS IMPOSED ON HONEYWELL, SUCH LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE CHARGE OR $10,000, WHICHEVER IS LESS. THIS SUM SHALL BE PAID AND RECEIVED EITHER (i) AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, OR (ii) AS A LIMITATION OF LIABILITY APPROVED AND AGREED UPON BY THE PARTIES. THE PAYMENT OF THIS AMOUNT SHALL BE HONEYWELL'S SOLE AND EXCLUSIVE LIABILITY REGARDLESS OF WHETHER LOSS OR DAMAGE IS CAUSED BY THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS UNDER THIS CONTRACT OR BY NEGLIGENCE, ACTIVE OR OTHERWISE, OF HONEYWELL, ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST HONEYWELL MORE THAN ONE (1) YEAR AFTER ACCRUAL OF THE CAUSE THEREFORE. Since the parties agree that CUSTOMER retains the sole responsibility for the life and safety of all persons in the monitored premises, CUSTOMER agrees to either list HONEYWELL as an additional insured on all insurance policies in effect at the above premises or to indemnify and save harmless HONEYWELL, its employees and agents, from and against, all claims, lawsuits and losses, by persons not a party to this Agreement alleged to be caused by the improper operation of the system or the negligent performance or nonperformance by HONEYWELL of the Service. Except as otherwise noted on the other work scope documents attached to this Agreement, CUSTOMER agrees that HONEYWELL shall have no responsibility for installation, maintenance, repair, or insurance of any CUSTOMER or third party equipment located on CUSTOMER'S premises. HONEYWELL shall not be responsible for any failure in responding to alarms, monitoring the I-IVAC related or other systems or reporting if such failure of any equipment being monitored is due to inoperative phone lines, incorrect information provided by CUSTOMER, or incorrect wiring of the equipment. IN NO EVENT SHALL HONEYWELL BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER RESULTING FROM ANY PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, WHETHER DUE TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE. Subrogation - CUSTOMER does hereby for itself and other parties claiming under it, release and discharge HONEYWELL from and against all hazards covered by CUSTOMER'S insurance, it being expressly agreed and understood that no insurance company or insurer will have any fight of subrogation against HONEYWELL. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Initials ~/~?~ Page 11 of 18 Water Treatment Services 1.1 Scope - HONEYWELL will provide a water treatment program for the following systems: List of Covered Equipment: Description Location Reference Drawing NA Boiler and closed heating loop City Hall Murzyn Hall Library Municipal Garage 1.2 1.3 1.4 .5 Preventive Maintenance - A computer-scheduled treatment program for the control of scale, corrosion, and biological fouling will be provided. HONEYWELL will regularly examine, test, and adjust all covered water treatment devices, and will perform periodic water analysis. On systems requiring continuous water analysis, an electronic monitoring system will be installed and maintained. The electronic monitoring system will automate the water analysis process, and adjust chemical feed and bleed interval automatically. Supplies and Materials - HONEYWELL will provide and maintain all monitoring equipment, and will supply biodegradable chemicals necessary to maintain proper water treatment. All monitoring and application equipment furnished by HONEYWELL will remain the property of HONEYWELL. Emergency Service - Should an emergency related to the function of the Water Treatment Services arise, HONEYWELL personnel will assess the situation either by phone or remote diagnostics, or both, and will determine the required course of action with CUSTOMER. If it is determined that a site visit is required, HONEYWELL personnel will arrive at CUSTOMER site within 4 hours. If the resolution of the emergency service call requires HONEYWELL to provide service for equipment that arc not listed in Article 1.1 above, CUSTOMER will be liable for charges prevailing for such service. Emergency Service will be provided during the following periods during the term of this Agreement (check box for desired level of emergency service coverage): Continuous Emergency Service: 24 hours per day, seven days per week, federal holidays included Extended Hours Emergency Service: 12 hours per day, five days per week, federal holidays excluded. Specified hours: 6:00 a.m. - 6:00 p.m., Monday through Friday. Regular Business Hours Emergency Service: 8.5 hours per day, five days per week, federal holidays excluded. Specified hours: 8:00 a.m. - 4:30 p.m., Monday through Friday. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Page 12 of 18 Air Filter Services 1.1 Scope - HONEYWELL will furnish and install air filters appropriate for the design condition of CUSTOMER'S ventilation systems. Media for the fan system units listed in this section will be replaced according to the following schedule: l~lS[ Ol z. overen v. qm ~menz: Changes per year Fan System Unit Quantity Size Type (1:2:4~6~ or 12) All Room Top 1V[inlmRm 30% Units, Air Handling All Various efficient falters 4 Units and Unit Heaters Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Imtials . .~/ ~/5 Page 13 ofl8 1.2 1.3 1.4 Coverage - It is understood that the air filter media replacement services apply only to the fan system units listed in Article 1.1 above. If this Agreement is terminated, HONEYWELL will remove any HONEYWELL-supplied frames from the facility, or offer CUSTOMER the opportunity to purchase them at the current market value. Frequency of Air Filter Media Replacement - Should filter loading experience indicate a need to adjust the frequency of media changes for the fan systems listed in Article 1.1 above, the frequency will be changed, and the Agreement amended to reflect the new media change frequency. The Agreement price will be adjusted to account for the revised media change frequency. Performance Review - A review of the Services provided within this Agreement will be performed by HONEYWELL on an annual basis. HONEYWELL and CUSTOMER will discuss work performed since the last review, answer questions pertaining to Service delivery, and identify opportunities to further improve performance of the Equipment. Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Customer/Honeywell Imtials ~__~/ Page 14 of 18 SPECIAL PROVISIONS Equipment included for full coverage maintenance as described in the Honeywell Preferred Maintenance section is as follows: All existing heating, ventilating and air conditioning equipment (as of the effective date of the contract). This includes the following: Exhaust Fans Unit Heaters Water Heaters Rooftop Units Boilers I-IVAC Pumps Air Handling Units Over Range Units All corresponding control and control panels This comprehensive maintenance program will be performed at these locations: City Hall Sullivan Lake Lift Station John P. Murzyn Hall Columbia Heights Pubhc Library Top Value Liquor Top Value Liquor II Heights Liquor Pump House #2 Pump House #3 Chatham Lift Station Municipal Service Center Gauvitte Park Building Huset Park Building Keyes Park Building McKenna Park Building Mathaire Park Building Southwest Park Building Ostrander Park Building Prestemon Park Building The following is the hst of equipment with the items that are not covered for each. Air Handling Units The air handling unit cabinet Ductwork associated with air handling unit Heating and cooling coils in the units Piping running into and out of the unit Electric wiring from the distribution panel to the unit Air Conditioning Unit The unit cabinet Condenser coil Piping between the condenser and air handling unit Electric wiring from the disffibution panel to the unit Proposal Number 914-99002 Honeywell Service Agreement (Rev.04/99) Cuswmer/Honeywell Initialsd~/~//~ Page 15 of 18 Roof Top Units Heating and cooling coils in the units Piping running into and out of the unit Combustion chambers Elec~c wiring from the dism"oution panel to the unit Boilers The boiler shell or metal cabinet The boiler tubes Piping into and out off the boiler Electric wiring from the distribution panel to the boiler The boiler stack or flue Pumps Piping into and out of the pump Wiring from the distribution panel to the pump Exhaust Fans The fan cabinet Ductwork associated with the fan Wiring from the distribution panel to the fan Unit heaters The unit cabinet Heating coils Combustion chambers Wiring from the distribution panel to the fan Water Heaters Piping into and out of the heater Wiring between the distribution panel and the heater Water heater flue Air Filters Nothing Water Treatment Nothing Monitoring Nothing A~dits Nothing Oven Ranges Cabinets and other unit structure Cooking surfaces Audit records prior to year 2000 will be kept by Honeywell. This is a good faith effort to keep baseline energy data. If current software becomes obsolete, Honeywell and Customer will meet to discuss options. Proposal Number 914-99002 Customer/Honeywell Inifial~_a~ Honeywell Service Agreement (Rev.04/99) Page 16 of 18 Addendum to Service Agreement # 914=02-12181 between Honeywell Inc. and The City of Columbia Heights, Minnesota The parties agree that the following changes or modifications shall be part of and incorporated into the above referenced Agreement as follows: Article 2.2 Article 2.7 Article 5.1.1 Add to the end of the clause: '2qon-covered equipment under this Agreement is identified in the Special Provisions Attachment." In the £trst sentence after the word "moved", add the words '"oy the Customer". At the end of the second sentence add the words "made by the Customer." Add the words "Except as provided by the Minnesota Data Privacy Law" to the beginning of the sentence. Article 5.5.3 Delete the word "commotion" in the first sentence. Article 7.1 Add the word "sole" before the word "expense" in the first sentence. Preferred Temnerature Control Maintenance Article 1.3 Modify first sentence of third paragraph to read: "Notwithstanding the foregoing, at initial inspection of the current term, if any individual component(s) cannot...". Article 1.4 Add the following sentence after the third sentence in this paragraph: "Murzyn Hall Events and City Hall Computer Room will have a one (1) hour on site response time." Article 1.5 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Preferred Mechanical Maintenance Article 13 Modify first sentence of third paragraph to read: '~Notwithstanding the foregoing, at initial inspection of the current term, ff any individual component(s) cannot...". Article 1.4 Add the following sentence after the third sentence in this paragraph: "Murzyn Hall Events and City Hall Computer Room will have a one (1) hour on site response time." Article 1.5 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." ServieeNet~U: Remote Monitoring and Control Article 1.2.1 Delete the words "residence address" from the first sentence. Article 1.6 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Proposal Number 914-99002 Customer/Honeywell Initial /~- Honeywell Service Agreement (Rev.04/99) Page 17 of 18 Article 2.1 Modify second sentence to read "Upon termination of this Agreement, Honeywell and Customer will meet to discuss options available for the removal of the monitoring equipment, and Honeywell shall have no obligation to restore any of the premises.". Remove the words "or abandonment" in the third sentence. Article 4.5 Add the phrase "if said wiring was not performed by Honeywell." to the end of the last sentence in this article. Water Treatment Services Article 1.5 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Air Filter Services Article 1.4 Add the following to the end of the paragraph: "This review will be scheduled by Honeywell during the 9th month." Proposal Number 914-99002 Honeywell Service Agreement 01ev.04/99) Customer/Honeywell Initials ~_~ ~O~ Page 18 of 18 CITY OF COLUMBIA HEIGHTS TO: FROM: DATE: RE: WILLIAM ELRITE, FINANCE DIRECTOR LINDA MAGEE, ASSISTANT TO THE CITY MANA~ MARCH 30, 2000 HONEYWELL CONTRACT Attached is the information I requested and received from Dick Zander of Honeywell. The 2000 breakdown should be used. Should you have any questions, please contact me. c: Becky Loader Mel Collova Ken Anderson Attachment cb ~!... CITY OF COLUMBIA HEIGHTS TO: ALL DIVISION AND DEPARTMENT HEADS FROM: STUART W. ANDERSON, CITY MANAGER SUBJECT: HONEYWELL CONTRACT DATE: DECEMBER 16, 1992 Attached is a directive to your department staff on how to use the new Honeywell contract for obtaining service. Please make copies as necessary to be certain that a copy is posted where employees can find it for future reference and to insert in your department manuals as needed. Department/division heads are responsible for seeing that their staff know how to use this contract, particularly after normal business hours. Thank you for your anticipated assistance. SWA:bj DIRECTIVE CITY OF COLUMBIA HEIGHTS TO: ALL EMPLOYEES FROM: STUART W. ANDERSON, CITY MANAGER SUB3ECT: HONEYWELL CONTRACT FOR REPAIR AND MAINTENANCE DATE: DECEMBER 16, 1992 The City has entered into aseven-year contract with Honeywell to modify certain equipment within our buildings and to assume the responsibility for routine maintenance and emergency repairs. Equipment included for full coverage maintenance is as follows: All existing heating, ventilating, and air conditioning equi pment and all equipment to be installed as part of this agreement. This includes, but is not limited to, the following: • Exhaust fans • Unit heaters • Water heaters • Rooftop units. • Boilers • HVAC pumps • Air handling units • Oven range uni±s All corresponding control and control panels This comprehensive maintenance program will be performed at t hese locations: City Hall Municipal Service Garage Sullivan Lake Lift Station Gauvitte Park Building .lohn P. Murzyn Halt 1-tuset Yarn Building Columbia Heights Public Library Keyes Park Building Top Valu Liquor McKenna Park Building Heights Liquor Mathaire Park Building Pump House #2 Southwest Park Building Pump House #3 Ostrander Park Building Chatham Lift Station Prestemon Park Building No company or person other than Honeywell is authorized to work on the covered equipment without authority of the City Manager, except to replace light bulbs. Over the next 120 days, there will be substantial modification to present equipment. Further, Honeywell will be installing monitoring equipment to help manage the use of gas and electricity. When the installation is complete, City Hall, Murzyn Hall, and the Service Center will all be monitored at Honeywell's national control center in Atlanta, Georgia. We have established specifie hours when the work areas need to be heated or cooled to a comfortable temperature. At all other hours, the temperature within the buildings will be allowed to fall or rise. The monitoring equipment will bring the temperature back to the prescribed level in time for normal work hours. A limited number of HONEYWELL CONTRACT SERVICES CALLING FOR NON-SCHEDULED SERVICE When phoning far non-scheduled service, please provide the following important information for our dispatcher. This will help us to insure a quick response to your request. 1. Identify yourself 2. Identify your business or organization name and address 3. Identify your services agreement number Customer Name City of Columbia Heights Address Various Locations City Columbia Heights State Minnesota Agreement # 914-02-12181 (mechanical) 914-10-12181 (ServiceNet 4. Indicate the nature of the problem and the area of the facility that is affected. To insure proper response, our dispatcher may ask you a few questions such as: • Is the circuit breaker far the HVAC unit on? • Has anyone checked the thermostat setting in the affected area? ~,. • Are the fans running? Is air coming out of the air disfuser? • Have any unusual noises been heard or vibrations felt in the building? • Is hat/cold air coming out of the air disfuser? • Did this problem start within the last hour? ~ ~ ,..~ ,, F~ , t~; DIRECTIVE CITY OF COLUMBIA HEIGHTS TO: ALL EMPLOYEES FROM: STUART W. ANDERSON, CITY MANAGER SUBJECT: HONEYWELL REPAIR AND BUILDING SECURITY DATE: DECEMBER 16, 1992 Honeywell and the City have entered into aseven-year agreement that provides in-part that Honeywell will maintain and repair all of the HVAC equipment in City buildings. Some of the problems will be identified via an off-site monitoring system that will be put in place and some of the problems will be identified by City staff. In order to allow for Honeywell to service our equipment after normal business hours without the necessity of having a City employee present, we are going to provide Honeywell with keys to gain access to some facilities. The following will define the access which is available to Honeywell. Library ............................. A key will be provided and entry may be made without a City employee being present. Liquor Stores ......................... Entry can be made only by having a City employee present. No keys will be given to Honeywell. See Attachment A for the employee call list. Murzyn Hall ......................... The key will be provided and entry may be made withaut a City employee being present. Municipal Service Center and all Park Buildings .................. A key will be provided and entry may be made without a City employee being present. City Hall ............................ A key will be provided and entry can be made to the following areas without a City employee being present: 1) Basement boiler room 2) HRA Office 3) Administration area, including Inspec- tions, Mayors Office, Council Chambers, Court Offices, Finance, and City Manag- ers Office 4) For entry into the computer room, see Attachment B Fire Department ........................... Because we have staff an duty 24 hours a day, we do nat want unannounced entry to this area. Honeywell must call 782-2830 and request admission. In an absolute emergency, entry may be made if an attempt was made to contact Fire personnel and no contact was made. H(3C1E'yWEt' COMMERCIAL BUILDINGS GROUP • SERVICES Service Report Weekend Date Customer Service Order Number Page Of H01 Mo ; Day I Yr Material Number Branch No. Location ; SCHEDULED CALL BACK Job or Contract Number Date If contract number A55ign to YES NO see specia3~procedure. • Reason for Service Call-Maintenance Performed-Remarks QUALITY SERVICE MEANS CONFORMING TO CUSTOMER REQUIREMENTS. IF i HAVE MET YOUR REQUIREMENTS. PLEASE SIGN HERE (Customer Signature X MATERIAL Amt. is Line Quantity reorder ivo, -- D~1"2 D,F73 DI~4 DP15 D~& Dk17 D,PlB Total Quan. DO NOT KEY PUNCH TtQ OS or Part Number Service Rep Signature Branch Approval Must Be Filled in Description R MICRO SWITCH 4 ICD 6 Branch outside punch. 8 = Akron pampers 8t~2922-00) Rev. &88 CtlSTOMER t:t}PY ATTACHMENT B HONEYWELL REPAIR AND BUILDING SECURITY MEMQ Call in this order: 1) June Johnston ............ 755-$482 2) Bill Elrite ................ 464-8186 3) Gary Braaten ............. 425-5262 SWA:bj 120792 CITY OF COLUMBIA HEIGHTS TO: Walt Fehst, City Manager Bill Elrite, Finance Director Ken Anderson, Community Development Director Becky Loader, Library Director Tom Johnson, Police Chief Dana Alexon, Acting Fire Chief Kevin Hansen, Public Works Director Keith `w indsc'ruti, Rccreat;on Director Mel Collova, Building Official FROM: Linda L. Magee, Assistant to the City Manage ~\,.~ DATE: November 1, 1999 ~' v RE: Prr~fused Honeywell Contract Attached is a signed copy of the service agreement between the City of Columbia Heights and Honeywell. cb Attachment ~ ..=--' A. /i ~,, ~ ~ ,~ October 24, 2005 '•-! City of Columbia Heights 590 40~' Avenue NE Cohsmbia Heights, l~LN 55421 Attn. Linda Magee Dear Linda: Enclosed please find a breakdown of the Honeywell contract cost for 11/OS thru 10/06 maintenance year. I trust this is the information you need but feel free to call if you need more. A couple of years ago we reviewed our costs and were able to reduce your contract price from the amount stated in the document. We will continue to work from the reduced numbers for future escalations. Sorry for the confusion regarding our new phone numbers. Thank you for allowing Honeywell to service your facilities. Regards. ,r~ /' ~' ~~~~ ~' L. c.n ~ ~ Roger Anderson Principle technician 763-954-5306 EQUIPMENT MAINTAINED BY HONEYWELL BY BUILDING LOCATION 20 05 BRE AKDOWN CITY HALL $ 21,079.33 SULLIVAN LIFT STATION $ 105.62 MURZYN HALL $ 20,098.55 g LIBRARY $ 7,461.51 TOP VALUE $ 4,224.92 HEIGHTS LIQUOR $ 3,704.35 N I HOUSE #2 $ 105.62 PUMP HOUSE #3 $ 105.62 CHATHAM LIFT STATION $ 105.62 ,, ( MUNICIPAL SERVICE ~ ~ -- $ 13,014.26 AUVITTE PARK G $ 218.79 HUSET PARK $ 218.79 KEYES PARK $ 218.79 MCKENNA PARK $ 218.79 MATHAIRE PARK $ 218.79 SOUTHWEST PARK $ 218.79 OSTRANDER PARK $ 218.79 PRESTEMON PARK --- $ 218.79 --_-- TOP VALUE 11 $ 3,689.26 TOTAL 2005/2006 $ 75,445.00 f_ ,~~. ~ ~ . ~ /~ r r ._ ~