Miami Beach Convention Center Honeywell Security Cameras and Fire Strobe Project Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B G `' .) +-z `+1
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
MIAMI BEACH •
2n74-15f,-NA Miami Reach Convention Center Honeywell Security Cameras and Fire Stroke Prnject
Honeywell International,Inc. Facilities and Fleet Management
Elizabeth Miro Hi 5.Atiei 8/20/2024 112:3,M k Taxis n.. ,,,,... 8/20/2024 I s:48 EDT
Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation.
x Type 2-Other contract,amendment,change order,or task order not resulting from a procurement-issued competitive solicitation.
Type 3-independent Contractor Agreement(ICA) Type 6-Tenant Agreement
Type 4-Grant agreements with the City as the recipient Type 7-Inter-governmental agency agreement
Type 5-Grant agreements with the City as the grantor Type 8-Other:
On January 31,2024,the Mayor and City Commission approved Resolution No.2024-32864,accepting the recommendation
of the City Manager in accordance with Section 2-367(d)of the Miami Beach Code for the sole source purchase of Honeywell
fire safety, security camera,access control,and building maintenance(HVAC)systems equipment,parts,software,service,
and related items as necessary for the Miami Reach Convention Center facility from Honeywell International, Inc
("Honeywell").The Resolution authorized the Administration to negotiate an Agreement with Honeywell for the necessary
equipment,parts,software,service,and related items,subject to the annual budget appropriations for these products and
services through the City's budgeting process.The Resolution further authorized the City Manager and City Clerk to execute
an Agreement upon the conclusion of successful negotiations by the Administration(Attachment A).
On June 12,2024,Honeywell provided the Master Purchasing Agreement("Agreement")to the City of Miami Beach,for which
the Facilities and Fleet Management Department("Department")is requesting to execute an initial five-year term with the
option to extend the initial term for two(2)consecutive additional terms of two(2)years(Attachment B).This Agreement
calls for Honeywell and the City to execute"Schedule I"when services,equipment,and materials are needed.Additionally,
the Department has negotiated a 28-33%discount from the Honeywell MSRP.
Honeywell and the Department finalized the negotiations for the scope of services necessary to upgrade the existing
Honeywell security cameras and fire strobe systems at the Miami Beach Convention Center at a total cost of$898,900 The
Department has verified that the proposal received from Honeywell is in accordance with the Agreement Attachment C
includes the required Schedule I and the final proposal for the security cameras and strobe systems located at the Miami
Beach Convention Center.
Based on the preceding and the authority established in Resolution No.2024-32864,this item requests approval from the City
Manages to execute the Agreement with Honeywell for the fire safety, security camera, access control, and building
maintenance(HVAC)systems equipment,parts,software,service,and related items;And further execute Schedule I and the
proposal in the amount of S898,900 to upgrade the existing Honeywell security cameras and fire strobe systems at the Miami
Beach Convention Center.
Five years Two additional terms of two years Nine years
Grant Funded: Yes 7 No TJState T Federal Other:
1 $600,000.00 443 1720 069358 00418 552 00 00 00 65122 1 Yes I No
1 $298,900.00 1443-1720-000342-00-413-551-00-00-00-65023 Yes No
1.For contracts longer than five years,contact the Procurement Department. 2.Attach any supporting explanation needed
3.Budget approval indicates approval for the current fiscal year only Future years are subject to City Commission approval of
the annual adopted operating budget.
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID.10166319-6655-4057-8547-388167FC300C
City Commission Approved: X Yes No Resolution No.: CC Agenda Item No.: CC Meeting Date:
2024-32864 C2 A January 31,2024
If no,explain why CC approval is not required:
Legal Form Approved: X Yes No I If no,explain below why form approval is not necessary:
Procurement: Grants: N/A
Kristy Bada 8/7/2024 I 2: 1 EDT In
Budget: �--- 8/14/2024 1 7 52 formation Technology: N/A
Tameka otto Stewart relor
Reviewed By:
Ayanna Dacosta Earle
8/13/2024 I 7:34 EDT
Risk Management: Fleet&Facilities: �--
Marc Chevalier Elizabeth Miro S+ywh �M n 8/20/2024 I 12:31 EDT
8/19/2024 I 5 20 Eur
Human Resources: K Au. Other: . �----
Chief Wayne Jones(Police) L 8/20/2024 I 11:49 EDT
Reviewed By:
Theresa Buigas
1 b1 3/7/2024 1 2:30 EDT
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
ATTACHMENT A
RESOLUTION NO. 2024-32864
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE
CITY MANAGER AND APPROVING, IN ACCORDANCE WITH SECTION 2-
367(D) OF THE MIAMI BEACH CODE, THE SOLE SOURCE PURCHASE OF
HONEYWELL FIRE SAFETY, SECURITY CAMERA, ACCESS CONTROL AND
BUILDING MAINTENANCE (HVAC) SYSTEMS EQUIPMENT, PARTS,
SOFTWARE, SERVICE, AND RELATED ITEMS AS NECESSARY FOR THE
MIAMI BEACH CONVENTION CENTER FACILITY FROM HONEYWELL
INTERNATIONAL, INC.; AUTHORIZING THE ADMINISTRATION TO
NEGOTIATE AN AGREEMENT WITH HONEYWELL INTERNATIONAL, INC.
FOR THE NECESSARY EQUIPMENT, PARTS, SOFTWARE, SERVICE AND
RELATED ITEMS, SUBJECT TO THE AMOUNT APPROPRIATED ANNUALLY
FOR THESE PRODUCTS AND SERVICES THROUGH THE CITY'S
BUDGETING PROCESS; AND FURTHER AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE AN AGREEMENT UPON
CONCLUSION OF SUCCESSFUL NEGOTIATIONS BY THE
ADMINISTRATION.
WHEREAS, during the last major renovation of the Miami Beach Convention Center,
Fentress Architects, the lead architecture firm for the renovations, with the approval of the City,
specified Honeywell International as the provider of the fire safety, security camera, access
control and building maintenance (HVAC)systems; and
WHEREAS, at that time, Honeywell was selected because it offered the lowest overall -
cost for the necessary systems. fire safety, security camera, access control and building
maintenance (HVAC) systems furnished by Honeywell have proven to be effective and reliable
with minimal downtime, which is critical to the operation of the Miami Beach Convention Center;
and
WHEREAS, the Facilities and Fleet Management department and OVG360, the
Convention Center operator, have determined that in order to maintain uniformity throughout the
facility, all current and future fire safety, security camera, access control, and building
maintenance(HVAC)systems must integrate with the existing Honeywell equipment, as originally
designed and installed in 2018; and
WHEREAS,the Miami Beach City Code, pursuant to Section 2-367(d), stipulates that, for
purchases above the formal bid threshold, the City Commission may authorize the purchase of
goods or services available from a single source through a negotiated agreement; and
WHEREAS, before doing so, the requesting department must obtain confirmation from
an industry expert or consultant that the goods and services are only available from a single
source; and
WHEREAS, Honeywell has provided documentation that it is the sole source provider for
maintenance and upgrades to the fire safety, security camera, access control, and building
maintenance(HVAC)systems (see Attachment A); and
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-8547-388167FC300G
WHEREAS, Fentress Architects, the architect of record for the Miami Beach Convention
Center renovations, has confirmed that fire safety, security camera, access control, and building
maintenance (HVAC) systems are proprietary systems of Honeywell International and, as such,
can only be maintained or modified by Honeywell; and
WHEREAS,the only alternative to the sole source would be to remove and reinstall these
systems using an alternative provider; and
WHEREAS, aside from the significant cost and disruption involved in finding an alternate
provider, it is likely that the City may end up in a similar sole source situation with a different
provider; and
WHEREAS, based on the foregoing, the City Manager recommends, in accordance with
Section 2-367(d) of the Miami Beach code, the sole source purchase of Honeywell fire safety,
security camera, access control and building maintenance (HVAC) systems equipment, parts,
software, service, and related items, as necessary for the Miami Beach Convention Center from
Honeywell International, Inc.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission of the City of Miami Beach, Florida, hereby accept the recommendation of the City
Manager and approve, in accordance with section 2-367(d) of the Miami Beach Code, the sole
source purchase of Honeywell Fire Safety, Security Camera, Access Control and Building
Maintenance (HVAC) Systems Equipment, Parts, Software, Service, and related items as
necessary for the Miami Beach Convention Center Facility from Honeywell International, Inc.;
authorize the Administration to negotiate an agreement with Honeywell International, Inc. for the
necessary equipment, parts, software, service and related items, subject to the amount
appropriated annually for these products and services through the City's budgeting process; and
further authorize the City Manager and City Clerk to execute an agreement upon conclusion of
successful negotiations by the Administration.
PASSED and ADOPTED this 3!_ _day of J uary, 2024.
ATTEST: _
Steven Meiner, Mayor
FEB 0 6 2024
Rafael E. ranado, City Clerk u�,�e , APPROVED AS TO
14 " 1''•Cg\ FORM & LANGUAGE
'� ` S& FOR EXECUTION
r�
••IHCOR ORATED,I
""" City Attorney Date
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 1 0166 31 9-6655-4 05 7-8 54!-3&S16/FCJOU;
Competitive Bill_R qi C2 A
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Alina T. Hudak, City Manager
DATE: January 31, 2024
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE CITY MANAGER AND APPROVING, IN ACCORDANCE WITH
SECTION 2-367(D) OF THE MIAMI BEACH CODE, THE SOLE SOURCE
PURCHASE OF HONEYWELL FIRE SAFETY, SECURITY CAMERA,
ACCESS CONTROL AND BUILDING MAINTENANCE (HVAC) SYSTEMS
EQUIPMENT, PARTS, SOFTWARE, SERVICE, AND RELATED ITEMS AS
NECESSARY FOR THE MIAMI BEACH CONVENTION CENTER FACILITY
FROM HONEYWELL INTERNATIONAL, INC.; AUTHORIZING THE
ADMINISTRATION TO NEGOTIATE AN AGREEMENT WITH HONEYWELL
INTERNATIONAL, INC. FOR THE NECESSARY EQUIPMENT, PARTS,
SOFTWARE, SERVICE AND RELATED ITEMS, SUBJECT TO THE
AMOUNT APPROPRIATED ANNUALLY FOR THESE PRODUCTS AND
SERVICES THROUGH THE CITY'S BUDGETING PROCESS; AND
FURTHER AUTHORIZING THE CITY MANAGER AND CITY CLERK TO
EXECUTE AN AGREEMENT UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS BY THE ADMINISTRATION.
RECOMMENDATION
It is recommended that the Mayor and City Commission of the City of Miami Beach, Florida,
approve the Resolution accepting the recommendation of the City Manager and approving, in
accordance with Section 2-367(d) of the Miami Beach code, the sole source purchase of
Honeywell fire safety, security camera, access control and building maintenance (HVAC)
systems equipment, parts, software, service, and related items, as necessary for the Miami
Beach Convention Center from Honeywell International, Inc. The Resolution also authorizes the
City Manager to negotiate and execute an agreement with Honeywell International, Inc. for the
necessary equipment, parts, soft;lore, service, and related items, subject to the amount
appropriated anmaily tor these products and services through the City's budgeting process.
BACKQRQUND/HISTORY
During the last major renovation of the Miami Beach Convention Center, Fentress Architects,
the lead architecture firm for the renovations, with the approval of the City, specified Honeywell
International as the provider of the fire safety, security camera, access control and building
maintenance (HVAC) systems. At that time, Honeywell was selected because it offered the
Page 35 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
lowest overall cost for the necessary systems. Fire safety, security camera, access control and
building maintenance (HVAC)systems furnished by Honeywell have proven to be effective and
reliable with minimal downtime, which is critical to the operation of the Miami Beach Convention
Center.
The initial installations included warranties or short-term maintenance agreements. However, to
continue to maintain or expand these systems,the Facilities and Fleet Management Department
("Facilities"), in the performance and monitoring of the maintenance, repair, and operation
activities ("MRO") at the Miami Beach Convention Center, is requesting the authority to contract
with Honeywell to establish maintenance agreements and expand the current systems as
needed at the building. Facilities and OVG360, the facility operator, have determined that in
order to maintain uniformity throughout the facility, all current and future fire safety, security
camera, access control, and building maintenance (HVAC) systems must integrate with the
existing Honeywell equipment, as originally designed and installed in 2018. To this end,
Honeywell has provided documentation that Honeywell Building Automation is the sole source
provider for the systems installed at the Miami Beach Convention Center, and only its branch
office(s)may perform maintenance or upgrades to the installed system(see Attachment A).
Accordingly, this item seeks approval of the sole source purchase, in accordance with Section
2-367(d) of the Miami Beach City Code, of maintenance and upgrade services for the
Honeywell fire safety, security camera, access control, and building maintenance (HVAC)
systems equipment, parts, software, service, and reiated items installed at the Miami Beach
Convention Center.
ANALYSIS
The Miami Beach City Code, pursuant to Section 2-367(d), stipulates that,for purchases above
the formal bid threshold, the City Commission may authorize the purchase of goods or services
available from a single source through a negotiated agreement. However, before doing so, the
requesting department must obtain confirmation from an industry expert or consultant that the
goods and services are only available from a single source. In this case, Honeywell has
provided documentation that it is the sole source provider for maintenance and upgrades to the
fire safety, security camera, access control, and building maintenance (HVAC) systems (see
Attachment A).
Further, Fentress Architects, the architect of record for the Mir i `iesch conveiton Center
renovations, has confirmed that fire safety, security camera, .ss control, aril building
maintenance (HVAC)systems are proprietary systems of Honeywell International and, as such,
can only be maintained or modified by Honeywell. The only alternative to the sole source would
be to remove and reinstall these systems using an alternative provider. Aside from the
significant cost and disruption that doing so would entail, it is likely that the City may end up in a
similar sole source situation with a different provider.
Fortunately, Honeywell has a significant number of contracts with public agencies for similar
goods and services. Staff will utilize all available information to negotiate a contract with
Honeywell International that includes fair pricing and terms.
.SUPPORTING SURVEY DATA
Not applicable.
FiHA_N_CIAL INFORMATION
Page 36 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
The estimated annual budget for the maintenance of the fire safety, security camera, access
control, and building maintenance (HVAC) systems at the Miami Beach Convention Center is
approximately $527,036.56. Additionally, Facilities is currently finalizing the details of an
upgrade to the fire safety and security camera systems that is budgeted at approximately
$900,000. It is not anticipated that grant funding will be utilized for this contract.
Amount(s)/Account(s):
Annual Maintenance
Account: 440-0441-000325-35-413-551-00-00-00: $527,036.56
Fire safety and security camera project
443-1720-000342-00-413-551-00-00-00-65023: $300,000
443-1720-069358-00-418-552-00-00-00-65122: $600,000
CONCLUSION
Based on the foregoing, it is recommended that the Mayor and City Commission of the City of
Miami Beach, Florida, approve the Resolution accepting the recommendation of the City
Manager and approving, in accordance with Section 2-367(d)of the Miami Beach code,the sole
source purchase of Honeywell fire safety, security camera, access control and building
maintenance (HVAC) systems equipment, parts, software, service, and related items, as
necessary for the Miami Beach Convention Center from Honeywell International, Inc. The
Resolution also authorizes the City Manager to negotiate and execute an agreement with
Honeywell International, Inc. for the necessary equipment, parts, software, service, and related
items, subject to the amount appropriated annually for these products and services through the
city's budgeting process.
Was the Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2.481,
includes a principal engaged in lobbying? No.
Applicable Area
Citywide
Is this a"Residents Right Does this item utilize G.O,
to Know" item,pursuant to Bond Funds?
City Code Section 2-14?
No No
Strategic Connection
Non-Applicable
Legislative T racking
Facilities and Fleet Management/Procurement
ATTACHMENTS:
Description
❑ AttachmentA- Honeywell Proposal
❑ Attachment B - Breakdown MBCC Exhibit Hall Strobes& CCTV
❑ Attachment C- Honeywell Sole Sorce Letter for MBCC
Page 37 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166310-6655-4057-8547-388167FC300C
❑ Resolution
Page 38 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Honeywell
MBCC Exhibit Hall Strobes & CCTV Adds Honneyweit international
9315 NW 112'Ave
Miami FL 33178-2516
Quote Date: 17-JUN-2024
Quote Number QOCte4i494-29329?
Honeywell Professional.Eugene Chamberlain
Site.Miami Beach Convention Center Customer Miami Beach CO^Vention Cent',
1901 Convention Center Drive 901 Convents n Center Dave
Miami Beach United States 33139 Miami Beacn United States 33135
Contact: Contact:
Phone: Phone
Email: Email-
OVERVIEW Or SCOPE.
Wtrk Site location Name MBCC Exhibit Hall
Work Site L0 cation Address 1901 Convention Center Dr Miami Beac, FL 33139
The following rlry i unenls and drawings were^aterenrpo arvt are applmrattle to this sons in rework
- Honeywell Fire Alarm Shop Drawings USB-010473 REV P t dated'-30-2020
• Serum-ay Plans Level 1 Drawings TS?1o1 TS2102 TS2103 TSIQ4
Scope of Work This scope of work is the basis for me prong attached and any changes in scope will be addressed and priced accordingly Honeywell
will provide the identified equipment and services in accordance with the terms and.aanditions which corm a part Ot this Agreement
Fire Strobe Addition
Honeywell is providing an expansion of the erstng ILLS 3000 Digital fire alarm system whic2h includes furnish and,nstaliaton of the following
Hardware for the Exhibit Halls A B C 8 D
(1651 Red Ceikng Strobes High Candela
l7l NAC Power Supplies
(7)Control modules
{14)Batteries
intenor Camera Addition(41)Cameras
(41)Interior P xed Cameras
(41)Camera Mounts
1 f 0).Nuiior Network Switcnes
(2)Camera Server
General Inclusions:
Includes shop drawings and data submieais
lndudes Professional Engineering stamped anQ sealep drawings for permitting
Includes permits
Includes installation of conduit wire and devices (Existing conduit to be cased for toe new camera locations,
Includes black conduit in exposed areas
Includes termination or devices
Includes lift rental.
Includes extension of existing 120 VAC circuits for new Power Supplies
Includes Software modifications to existing XL S3000 system
includes EBI grapmc modifications to reflect additional modules DVM R600 graphic modifications for the cameras
Includes Strobe sync with existing equipment.
Includes system pre-testing and checkout
Includes shipping and taxes
Includes as-built shop drawings
Includes final checkout and test with the local AHJ
Includes one year warranty
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
e work to or,oerformeo and services to be provided by Honeywell under this orcposal assume they are viol subject to the federal Buy American Act or
Trade Agreements Act or any other statutory or regulatory restrictions on the source of material or equipment applicable to the work Upon request
i-•oneywet Mil provide all necessary documentation and assistance to facilitate approval of any waiver to deviate from any such sourcing requirements
Honeywell will not proceed with any work(engineenng material ordering on-site rough in etc)without a fully executed contract.
Written direction will be required for any changes or variations from the existing system layout as it pertains to field device locations etc
Assumptions
Work to be performed during standard working hours tM-F 8am-4pm)
Owner will make work areas available per an agreed schedule
Any contract or PO issued to Honeywell will reference this proposal.
Any upgrades to existing field device locations apabilities quantities or functionality are not included in this proposal unless otherwise noted above
Contingent upon the Authority Having Jurisdiction approval requirements beyond the scope of this document will be submitted n a separate proposal
Existing wire and fire alarm devices are assumed to be in proper working condition This proposal does not include the repair or replacement of any non-
functional devices or wiring.
Juniper Network Switches compatible with current'installation will be available for orderng until Feb 28 2024 Protect proposal is noted as valid ter tso)
days to allow the ordering of the compatible Network Switches
Exceptions/Exclusions
Excludes performance and payment bonds
Excludes OCIP and CCIP programs
Excludes certified payroll.
Excludes Davis-Bacon prevailing wage
Excludes Sire Watch-During such time when tee fire alarm system is not functional the Owner will provide all required Fire Watcnes
Excludes Patch/Paint/Match-Owner will provide all required patcning painting and matcning if required
Excludes repair troubleshooting or replacement of any existing devices or wiring not specified as being replaced above Any existing defective devices
or wiring discovered during the commissioning of the system will oe noted and a separate proposal will be submitted
Excludes repair or troubleshooting of any existing troubles Existing troubles shall be repaired(not under this proposal)prier to start of work associated
with this proposal
CLARIFICATIONS!EXCLUSIONS
Price
QUOTATION TOTAL. S8911.900.00
THIS QUOTATION is valid for GO days
Sales tax if applicable will be invoiced separately
Use tax f aoplicable is included in the Once
Currency USO
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
terms and Condlnons
This offer is subtect to the agreed upon Matter Purchase Agreement terms and Condition between the City of Miami Beach and Honeywell We reserve the right to
sooty for partial payment at any rime during Contract performance
Payment Upon Customer acceptance of this proposal fir contract erect.tion,whichever°°curs first,the Customer shall Day i inneywell$724; S 00 fir Twenty Five
percent i, ram`)of the Price.Such payment shall be used for engineering draping,and other mobilization costs incurred poor to an.site installation
To accent this propose) simply sign the document and/or-Stun'together with an erica!purchase order to the Honeywell Protessional By accepting this quotation the
Customer Responsible Person is aware of zinc agrees with the propose°system modification(s)
Honeywell reserves the right in its discretion to increase the pnce(s)set forth in this Proposal in the event that tariffs(or similar governmental charges)imposed hY the
United States or other countries result in any increase in the costs that Honeywell used to determine such prices)
I confirm acceptance of this quotation in accordance with the aforementioned Terms&Conditions I agree that any terms and conditions referenced in the official
purchase order Shall tie considered null and void.
Customer Acceptance
Name' t t 1 C (eAk- pe ante f
I' `o ric o e
Date: � L1 — 2-01
y 4f
Signature: !/Tit(' 62et . !' EP&
Purchase Order#:
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
tt ,12µ
City Attorney r/,l Date
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
SECTION II - CORE CONTRACTING TERMS
1. WORKING HOURS
Unless otherwise stated, all labor and services under this Agreement will be performed during
the hours of 8:00 a.m. -4:30 p.m. local time Monday through Friday, excluding federal holidays.
If for any reason Company requests Honeywell to furnish any such labor or services 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 costs not
included in this Agreement, shall be billed to and paid by Company.
2. TAXES
2.1 Company agrees to pay the amount of any new or increased taxes or governmental charges
upon labor or the production, shipment, sale, installation, or use of equipment or software which
become effective after the date of this Agreement. If Company claims any such taxes do not
apply to transactions covered by this Agreement, Company shall provide Honeywell with a tax
exemption certificate acceptable to the applicable taxing authorities.
2.2 Tax-Related Cooperation. Company agrees to execute any documents and to provide
additional reasonable cooperation to Honeywell related to Honeywell tax filings under Internal
Revenue Code Section 179D. Honeywell will be designated the sole Section 179D beneficiary.
3. PROPRIETARY INFORMATION
3.1 All proprietary information (as defined herein)obtained by Company from Honeywell in
connection with this Agreement shall remain the property of Honeywell, and Company shall not
divulge such information to any third party without prior written consent of Honeywell. As used
herein, the term"proprietary information"shall mean written information(or oral information
reduced to writing), or information in machine-readable form, including but not limited to
software supplied to Company hereunder which Honeywell deems proprietary or confidential
and characterizes as proprietary at the time of disclosure to Company by marking or labeling the
same"Proprietary, "Confidential", or"Sensitive". The Company shall incur no obligations
hereunder with respect to proprietary information which: (a)was in the Company's possession
or was known to the Company prior to its receipt from Honeywell; (b) is independently
developed by the Company without the utilization of such confidential information of Honeywell;
(c)is or becomes public knowledge through no fault of the Company; (d) is or becomes
available to the Company from a source other than Honeywell; (e) is or becomes available on
an unrestricted basis to a third party from Honeywell or from someone acting under its control;
(f)is received by Company after notification to Honeywell that the Company will not accept any
further information.
3.2 Company agrees that Honeywell may use nonproprietary information pertaining to the
Agreement, and the Work performed under the Agreement, for press releases, case studies,
data analysis, promotional purposes, and other similar documents or statements to be publicly
released. Honeywell may, during and after the Term of this Agreement, compile and use, and
HONEYWELL CONFIDENTIAL Page 42 of 2002 SECTION II—CORE CONTRACTING TERMS I 1
4
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
disseminate in anonymous and aggregated form, all data and information related to building
optimization and energy usage obtained in connection with this Agreement. The rights and
obligations in this Section 3 shall survive termination or expiration of this Agreement.
4. INSURANCE OBLIGATIONS
4.1 Honeywell shall, at its own expense, carry and maintain in force at all times from the
effective date of the Agreement through final completion of the Work the following insurance. It
is agreed, however, that Honeywell has the right to insure or self-insure any of the insurance
coverages listed below.
(a)Commercial General Liability Insurance to include contractual liability, products/completed
operations liability with a combined single limit of USD\$2,000,000 per occurrence. Such policy
will be written on an occurrence form basis;
(b) If automobiles are used in the execution of the Agreement, Automobile Liability Insurance
with a minimum combined single limit of USD\$2,000,000 per occurrence. Coverage will
include all owned, leased, non-owned and hired vtehici ::..
(c)Where applicable, "All Risk" Properly Insurance, including Builder's Risk insurance, for
physical damage to property which is assumed in the Agreement.
(d)Workers' Compensation Insurance Coverage A- Statutory limits and Coverage B-
Employer's Liability Insurance with limits of USD\$1,000,000 for bodily injury each accident or
disease.
Honeywell will not issue coverage on a per project basis.
4.2 Prior to the commencement of the Agreement, Honeywell will furnish evidence of said
insurance coverage in the form of a Memorandum of Insurance which is accessible at:
http://honeywell.com/sites/moi/. All insurance required in this Section 4 will be written by
companies with a rating of no less than"A-, XII" by A.M. Best or equivalent rating agency,
Honeywell will endeavor to provide a thirty(30)day notice of cancellation or non-renewal to the
Company. In the event that a self-insured program is implemented, Honeywell will provide
adequate proof of financial responsibility.
5. HAZARDOUS SUBSTANCES, MOLD, AND UNSAFE WORKING CONDITIONS
5.1 Company has not observed or received notice from any source(formal or informal)of, nor
is it aware of: (a)Hazardous Substances or Mold (each as defined below), either airborne or on
or within the walls, floors, ceilings, heating, ventilation and air conditioning systems, plumbing
systems, structure, and other components of the worksite location(s), or within furniture, fixtures,
equipment, containers or pipelines in any of Worksite Location(s); or (b)conditions that might
cause or promote accumulation, concentration, growth or dispersion of Hazardous Substances
or Mold on or within such locations.
HONEYWELL CONFIDENTIAL SECTION II CORE CONTRACTING TERMS 12
Page 43 of 2002
C
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
5.2 Honeywell is not responsible for determining whether any equipment or the temperature,
humidity and ventilation settings used by Company, are appropriate for Company and the
worksite location(s)except as specific,ally provided in this Agreement.
5.3 If any such materials, situations or conditions, whether disclosed or not, are discovered by
Honeywell or others and provide an unsafe condition for the performance of the Work, the
discovery of the condition shall constitute a cause beyond Honeywell's reasonable control and
Honeywell shall have the right to cease the Work until the area has been made safe by
Company or Company's representative, at Company's expense. Honeywell shall have the right
to terminate this Agreement if Company has not fully remediated the unsafe condition within
sixty(60)days of discovery.
5.4 Company represents that Company has not retained Honeywell to discover, inspect,
investigate, identify, be responsible for, prevent or remediate Hazardous Substances or Mold or
conditions caused by Hazardous Substances or Mold. Honeywell shall have no duty, obligation
or liability, all of which Company expressly waives,for any damage or claim,whether known or
unknown, including but not limited to property damage, personal injury, loss of income,
emotional distress, death, loss of use, loss of value, adverse health effect or any special,
consequential, punitive, exemplary or other damages, regardless of whether such damages
may be caused by or otherwise associated with defects in the Work, in whole or in part due to or
arising from any investigation,testing, analysis, monitoring, cleaning, removal, disposal,
abatement, remediation,decontamination, repair, replacement, relocation, loss of use of
building, or equipment and systems, or personal injury, death or disease in any way associated
with Hazardous Substances or Mold.
6. WARRANTY
6.1 Honeywell will replace or repair any product Honeywell provides under this Agreement that
fails within the warranty period of one(1)year because of defective workmanship or materials,
except to the extent the failure results from Company negligence, fire, lightning, water damage,
or any other cause beyond the control of Honeywell. This warranty is effective as of the date of
Company acceptance of the product or the date Company begins beneficial use of the product,
whichever occurs first, and shall terminate and expire one(1)year after such effective date.
Honeywell's sole obligation, and Company's sole remedy, under this warranty is repair or
replacement, at Honeywell's election, of the applicable defective products within the one(1)
year warranty period. All products repaired or replaced, if any, are warranted only for the
remaining and unexpired portion of the original one (1)year warranty period.
6.2 EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, HONEYWELL MAKES NO
REPRESENTATIONS OR WARRANTIES,WHETHER WRITTEN, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE,AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, INCLUDING, BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND ANY AND ALL
WARRANTIES REGARDING HAZARDOUS SUBSTANCES OR MOLD. NO EXTENSION OF
THIS WARRANTY WILL BE BINDING UPON HONEYWELL UNLESS SET FORTH IN
WRITING AND SIGNED BY HONEYWELL'S AUTHORIZED REPRESENTATIVE.
7. INDEMNITY
Company agrees to indemnify, defend and hold harmless Honeywell and its officers, directors,
employees, affiliates and agents(each, an "indemnitee")from and against any and all actions,
HONEYWELL CONFIDENTIAL Page 44 of 2002 SECTION II--CORE CONTRACTING TERMS 13
a
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC3000
lawsuits, losses, damages, liabilities, claims, costs and expenses (including, without limitation,
reasonable attorneys'fees)caused by, arising out of or relating to Company's breach or alleged
breacn of this Agreement or the negligence or willful misconduct(or alleged negligence or willful
misconduct)of Company or any other person under Company's control or for whom Company is
responsible. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT ALLOWED
BY LAW, COMPANY SHALL INDEMNIFY AND HOLD HONEYWELL AND EACH OTHER
INDEMNITEE HARMLESS 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, FINES,
PENALTIES, CLEANUP COSTS AND COSTS ASSOCIATED WITH DELAY OR WORK
STOPPAGE, THAT IN ANY WAY RESULTS FROM OR ARISES UNDER THE BREACH OF
THE REPRESENTATIONS AND WARRANTIES OF COMPANY IN SECTION 5, THE
EXISTENCE OF MOLD OR A HAZARDOUS SUBSTANCE AT A SITE, OR THE
OCCURRENCE OR EXISTENCE OF THE SITUATIONS OR CONDITIONS DESCRIBED IN
SECTION 5, WHETHER OR NOT COMPANY PROVIDES HONEYWELL ADVANCE NOTICE
OF THE EXISTENCE OR OCCURRENCE AND REGARDLESS OF WHEN THE HAZARDOUS
SUBSTANCE OR OCCURRENCE IS DISCOVERED OR OCCURS. Company may not enter
into any settlement or consent to any judgment without the prior written approval of each
indemnitee. This Section 7 shall survive termination or expiration of this Agreement for any
reason.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, (I)IN NO EVENT
WILL HONEYWELL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL,
PUNITIVE, EXEMPLARY, STATUTORY, OR INDIRECT DAMAGES, LOSS OF PROFITS,
REVENUES, OR USE, OR THE LOSS OR CORRUPTION OF DATA OR UNAUTHORIZED
ACCESS TO OR USE OR MISAPPROPRIATION OF DATA BY THIRD PARTIES, EVEN IF
INFORMED OF THE POSSIBILITY OF ANY OF THE FOREGOING,AND (II)THE
AGGREGATE LIABILITY OF HONEYWELL FOR ANY CLAIMS ARISING OUT OF OR
RELATED TO THIS AGREEMENT WILL IN NO CASE EXCEED THE PRICE. TO THE
EXTENT PERMITTED BY APPLICABLE LAW,THESE LIMITATIONS AND EXCLUSIONS
WILL APPLY WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, INDEMNITY,
WARRANTY,TORT, OPERATION OF LAW, OR OTHERWISE.
9. EXCUSABLE DELAYS
9.1 Honeywell shall not be liable for damages caused by delay or interruption in the Work due to
fire, flood, corrosive substances in the air, strike, lockout, dispute with workmen, inability to
obtain material or services, commotion,war, acts of God, the presence of Hazardous
Substances or Mold, or any other cause beyond Honeywell's reasonable control. Should any
part of the system or any equipment in each case that are related to the Work be damaged by
fire, water, lightning, acts of God, the presence of Hazardous Substances or Mold, third parties,
or any other cause beyond the control of Honeywell, any repairs or replacement shall be paid
for by Company. In the event of any such delay, date of shipment or performance shall be
extended by a period equal to the time lost by reason of such delay, and Honeywell shall be
entitled to recover from Company its reasonable costs, overhead, and profit arising from such
delay.
9.2 COVID-19. Notwithstanding any other provision of this Agreement, in light of the COVID-19
pandemic, the effects of which cannot be foreseen. the Parties agree that Honeywell shall he
entitled to an equitable extension of time to deliver or perform its Work and appropriate
HONEYWELL CONFIDENTIAL SECTION II-CORE CONTRACTING TERMS 14
Page 45 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
additional compensation to the extent Honeywell's delivery or performance,or the delivery or
performance of its suppliers and/or subcontractors, is in any way delayed, hindered or otherwise
affected by the COVID-19 pandemic.
10. PATENT INDEMNITY
10.1 Honeywell shall, at its expense, defend or, at its option, settle any suit that may be
instituted against Company for alleged infringement of any United States patents related to the
hardware or software manufactured and provided by Honeywell under this Agreement ("the
equipment"), provided that a)such alleged infringement consists only in the use of such
equipment by itself and not as part of, or in combination with, any other devices, parts or
software not provided by Honeywell hereunder, b) Company gives Honeywell immediate notice
in writing of any such suit and permits Honeywell, through counsel of its choice, to answer the
charge of infringement and defend such suit, and c)Company gives Honeywell all needed
information, assistance and authority, at Honeywell's expense, to enable Honeywell to defend
such suit.
10.2 If such a suit has occurred, or in Honeywell's opinion is likely to occur, Honeywell may, at
its election and expense:a)obtain for Company the right to continue using such equipment; b)
replace, correct or modify it so that it is not infringing; or if neither a)or b)is feasible,then c)
remove such equipment and grant Company a credit therefore, as depreciated.
10.3 In the case of a final award of damages in any such suit, Honeywell will pay such award.
Honeywell shall not, however, be responsible for any settlement made without its written
consent.
10.4 THIS SECTION 10 STATES HONEYWELL'S TOTAL LIABILITY AND COMPANY'S
SOLE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT BY
THE HARDWARE MANUFACTURED AND PROVIDED BY HONEYWELL HEREUNDER.
11. SOFTWARE LICENSE
All software made available in connection with this Agreement("Software")shall be licensed
and not sold and subject to all terms of the Software License Agreement (as defined below). All
Software is made available subject to the express condition that the end user of the Software
sign and deliver to Honeywell the then-current and applicable version of Honeywell's standard
software license agreement or a software license agreement otherwise satisfactory to
Honeywell in its sole discretion (in each case, the "Software License Agreement").
Notwithstanding any other provision of this Agreement or any other document or instrument, the
terms of the Software License Agreement shall govern and supersede any inconsistent or
conflicting terms to the extent relating to Software. Payment for any and all Software made
available in connection with this Agreement shall be due and payable at the time the end user of
the Software executes the Software License Agreement.
12. DISPUTE RESOLUTION
With the exception of any controversy or claim arising out of or related to the installation,
monitoring, and/or maintenance of fire and/or security systems, the Parties agree that any
controversy or claim between Honeywell and Company arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in a neutral venue, conducted in
accordance with the Construction 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 thereof. Any
HONEYWELL CONFIDENTIAL SECTION II--CORE CONTRACTING TERMS i 5
Page 46 of 2002
a
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-6547-388167FC300C
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.
13. ACCEPTANCE OF THE CONTRACT
The terms and conditions related to the Work are expressly limited to the provisions of this
Agreement, notwithstanding receipt of, or acknowledgment by, Honeywell of any purchase
order, specification, or other document issued by Company. Any additional or different terms set
forth or referenced in Company's purchase order are hereby objected to by Honeywell and shall
be deemed a material alteration of these terms and shall not be a part of any resulting order.
14. MISCELLANEOUS
14.1 None of the provisions of this Agreement shall be modified, altered, changed or voided by
any subsequent purchase order or other document unilaterally issued by Company.
14.2 This Agreement shall be governed by the laws of the State where the Work is to be
performed, without regard to conflicts of law principles.
14.3 Any provision or part of this Agreement held to be void or unenforceable under any laws or
regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and
binding upon Honeywell and Company, who agree that this Agreement shall be reformed to
replace such stricken provision or part thereof with a valid and enforceable provision that comes
as close as possible to expressing the intention of the stricken provision.
14.4 Company may not assign its rights or delegate its obligations under this Agreement, in
whole or in part, without the prior written consent of Honeywell. Honeywell may assign this
Agreement or any or all of its rights under this Agreement without Company's consent.
15. TERMS OF PAYMENT
15.1 Progress Payments - HONEYWELL will invoice at least monthly for all materials delivered
to the job site or to an off-site storage facility and for all installation,labor,and services performed,
both on and off the job site. COMPANY agrees to pay the full amounts invoiced, less retainage,
upon receipt of the invoice at the address specified by the COMPANY. Invoices to be paid within
thirty(30)calendar days of the invoice date.
15.2 Suspension of work- If HONEYWELL,having performed work per Agreement requirements,
does not receive payment within thirty (30) calendar days after submission of a HONEYWELL
invoice, HONEYWELL may suspend work until COMPANY provides remedy.
15 3 Payments must be in accordance with the "Remit To" field on each invoice. If Company
makes any unapplied payment and fails to reply to Honeywell's request for instruction on
allocation within seven (7) calendar days, Honeywell may set off such unapplied cash amount
against any Company past-due invoice(s)at its sole discretion.An unapplied payment shall mean
payment(s)received from Company without adequate remittance detail to determine what invoice
the payment(s)shall be applied to.
15.4 Disputes as to invoices must be accompanied by detailed supporting information and are
deemed waived 15 calendar days following the invoice date. Honeywell reserves the right to
HONEYWELL CONFIDENTIAL SECTION II-CORE CONTRACTING TLRMS 16
Page 47 of 2002
a
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
correct any inaccurate invoices. Any corrected invoice must be paid by the original invoice
payment due date or the issuance date of the corrected invoice, whichever is later.
15.5 If Company is delinquent in payment to Honeywell, Honeywell may at its option:
i. withhold performance until all delinquent amounts and late charges, if any, are paid;
ii. repossess Products or software for which payment has not been made;
iii. assess late charges on delinquent amounts at the lower of 1.5% per month or the
maximum rate permitted by law, for each full or partial month;
iv. recover all costs of collection, including but not limited to reasonable attorneys'fees;
v combine any of the above rights and remedies as may be permitted by applicable law.
These remedies are in addition to those available at law or in equity. Honeywell may re-evaluate
Company's credit standing at any time and modify or withdraw credit. Company may not set off
any invoiced amounts against sums that are due from Honeywell.
16. WORK BY OTHERS
16.1 Unless otherwise indicated, the following items are to be furnished and installed by others:
electric wiring and accessories, all in-line devices(including but not limited to flow tubes, hand
valves, orifice plates, orifice flanges,etc.), pipe and pipe penetrations including flanges for
mounting pressure and level transmitters, temperature sensors, vacuum breakers, gauge
glasses, water columns, equipment foundations, riggings, steam tracings, and all other items
and work of like nature. Automatic valve bodies and dampers furnished by Honeywell are to be
installed by others.
16.2 Honeywell will provide under this Agreement specifically exclude professional services
which constitute the practice of architecture or engineering unless specifically set forth in the
scope of Work. Company will specify all performance and design criteria that Honeywell will
follow in performing Work under this Agreement. If professional design services or certifications
by a design professional related to systems, materials, or equipment is required, such services
and certifications are the responsibility of others. To the fullest extent permitted by law,
Company shall indemnify and hold harmless Honeywell and its agents and employees from and
against any and all claims, damages, losses and expenses, including but not limited to
attorneys'fees, that in any way result from or arise under breach of the covenants of Company
in this Section 16. This indemnification shall survive termination of this Agreement for whatever
reason. Nothing in this Section 16 shall be construed to require that Company indemnify and
hold harmless Honeywell from claims and costs resulting from Honeywell's negligent actions or
willful misconduct.
17. DELIVERY
Delivery of equipment not agreed on the face hereof to be installed by or with the assistance of
Honeywell shall be F.O.B. at Honeywell's factory, warehouse,or office selected by Honeywell.
Delivery of equipment agreed on the face hereof to be installed by or with the assistance of
Honeywell shall be C.I.F. at site of installation.
18. DAMAGE OR LOSS
HONEYWELL CONFIDENTIAL SECTION Ir-CORE CONTRACTING TERMS 17
Page 48 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
Honeywell shall not be liable for damage to or loss of equipment and software after delivery to
destination determined by this Agreement or any applicable prime contract. If thereafter, and
prior to payment in full to Honeywell by Company, any such equipment or software is damaged
or destroyed by any cause whatsoever, other than by the fault of Honeywell, the Company
agrees promptly to pay or reimburse Honeywell for such loss.
19. TERMINATION
19.1 By Company. Company may terminate this Agreement for cause if Honeywell defaults in
the performance of any material term of this Agreement, after giving Honeywell written notice of
its intent to terminate. If Honeywell has not,within thirty(30) days after receipt of such notice,
acted to remedy and make good such deficiencies, Company may terminate this Agreement
and take possession of the site together with all materials thereon, and move to complete the
Work itself expediently. Upon request of Honeywell, Company will furnish to Honeywell a
detailed accounting of the costs incurred by Company in finishing the Work. If the unpaid
balance of the contract price exceeds the expense of finishing the Work, the excess shall be
paid to Honeywell, but if the expense exceeds the unpaid balance, Honeywell shall pay the
difference to Company.
19.2 By Honeywell. Honeywell may terminate this Agreement for cause(including, but not
limited to, Company's failure to make payments as agreed herein)after giving Company written
notice of its intent to terminate. If,within seven (7)days following receipt of such notice,
Company fails to make the payments then due, or otherwise fails to cure or perform its
obligations, Honeywell may, by written notice to Company, terminate this Agreement and
recover from Company payment for Work executed and for losses sustained for materials, tools,
construction equipment and machinery, including but not limited to, reasonable overhead, profit
and applicable damages.
20. CHANGES IN THE WORK
20.1 A Change Order is a written order signed by Company and Honeywell authorizing a
change in the Work or adjustment in the Price or a change to the schedule.
20.2 Company may request Honeywell to submit proposals for changes in the Work, subject to
acceptance by Honeywell. If Company chooses to proceed, such changes in the Work will be
authorized by a Change Order. Unless otherwise specifically agreed to in writing by both
Parties, if Honeywell submits a proposal pursuant to such request but Company chooses not to
proceed, Company shall issue a Change Order to reimburse Honeywell for any and all costs
incurred in preparing the proposal.
20.3 Honeywell may make a written request to Company to modify this Agreement based on the
receipt of, or the discovery of, information that that Honeywell believes will cause a change to
the Work, Price, schedule, level of performance,or other facet of the Agreement. Honeywell will
submit its request to Company within a reasonable time after receipt of,or the discovery of,
information that Honeywell believes will cause a change to the Work, Price, schedule, level of
performance, or other facet of the Agreement. This request shall be submitted by Honeywell
before proceeding to execute the change,except in an emergency endangering life or property,
in which case Honeywell shall have the authority to act, in its discretion, to prevent threatened
damage, injury or loss. Honeywell's request will include information necessary to substantiate
the effect of the change and any impacts to the Work, including any change in schedule or
HONEYWELL CONE DENTIAL Page 49 of 2002 SECTION II-CORE CONTRACTING TERMS 18
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID.10166319-6655-4057-B547-388167FC300C
Price. If Honeywell's request is acceptable to Company, Company will issue a Change Order
consistent therewith. If Company and Honeywell cannot agree on the amount of the adjustment
in the Price, or the schedule, it shall be determined pursuant to the Dispute Resolution
provisions of this Agreement. Any change in the Price or the schedule resulting from such claim
shall be authorized by Change Order.
21. ACCEPTANCE OF THE WORK
Upon receipt of notice by Honeywell that the Work is ready for final inspection and acceptance,
Company will make such final inspection and issue acceptance within three (3)business days.
Acceptance will be in a form provided by Honeywell, stating that to the best of Company's
knowledge, information and belief, and on the basis of Company's on-site visits and inspections,
the Work has been fully completed in accordance with the terms and conditions of this
Agreement. If Company finds the Work unacceptable due to non-compliance with a material
element of this Agreement,which non-compliance is due solely to the fault of Honeywell,
Company will notify Honeywell in writing within the three(3)business days setting forth the
specific reasons for non-acceptance. Company agrees that failure to inspect and/or failure to
issue proper notice of non-acceptance within three(3) business days shall constitute final
acceptance of the Work under this Agreement. Company further agrees that partial or
beneficial use of the Work by Company or Owner prior to final inspection and acceptance will
constitute acceptance of the Work under this Agreement. To the fullest extent permitted by
law, Company shall indemnify and hold harmless Honeywell and its agents and employees from
and against any and all claims, damages, losses and expenses, including but not limited to
attorneys'fees, that in any way result from or arise from Company's breach of this Section 21.
This indemnification shall survive termination of this Agreement for whatever reason. Nothing in
this Section 21 shall be construed to require that Company indemnify and hold harmless
Honeywell from claims and costs resulting from Honeywell's negligent actions or willful
misconduct.
22. DEFINITIONS
22.1 "Hazardous substance"includes all of the following, and any by-product of or from any of
the following, whether naturally occurring or manufactured, in quantities, conditions or
concentrations that have, are alleged to have, or are believed to have an adverse effect on
human health, habitability of a site, or the environment: (a)any dangerous, hazardous or toxic
pollutant, contaminant, chemical, material or substance defined as hazardous or toxic or as a
pollutant or contaminant under state or federal law, (b)any petroleum product, nuclear fuel or
material, carcinogen, asbestos, urea formaldehyde,foamed-in-place insulation, polychlorinated
biphenyl (PCBs), and (c)any other chemical or biological material or organism, that has, is
alleged to have, or is believed to have an adverse effect on human health, habitability of a site,
or the environment.
22.2 "Mold" means any type or form of fungus or biological material or agent, including mold,
mildew, moisture, yeast and mushrooms, and any mycotoxins, spores, scents, or by-products
produced or released by any of the foregoing. This includes any related or any such conditions
caused by third parties.
23. SANCTIONS
Company represents, warrants, and agrees that:
HONEYWELL CONFIDENTIAL SECTION II CORE CONTRACTING TERMS 19
Page 50 of 2002
Docusign Envelope ID'44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
Company is not a"Sanctioned Person," meaning any individual or entity: (1) named on a
governmental denied party or restricted list, including but not limited to: the Office of Foreign
Assets Control("OFAC") list of Specially Designated Nationals and Blocked Persons ("SDN
List"), the OFAC Sectoral Sanctions Identifications List("SS! List"), and the sanctions lists under
any other Sanctions Laws; (2)organized under the laws of, ordinarily resident in, or physically
located in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently
Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine/Russia)("Sanctioned
Jurisdictions"); and/or(3)owned or controlled, directly or indirectly, 50% or more in the
aggregate by one or more of any of the foregoing.
Relating to this transaction and/or Agreement, Company is in compliance with and will continue
to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory
agencies, the European Union and its Member States, the United Kingdom, and the United
Nations ("Sanctions Laws"). Company will not involve any Sanctioned Persons in any capacity,
directly or indirectly, in any part of this transaction and performance under this transaction.
Company will not take any action that would cause Honeywell to be in violation of Sanctions
Laws.
Company will not sell, export, re-export, divert, use, or otherwise transfer any Honeywell
products, technology, software, or proprietary information: (i)to or for any Sanctioned Persons
or to or involving Sanctioned Jurisdictions; or (ii)for purposes prohibited by any Sanctions Laws.
Company will not source any components, technology, software, or data for utilization in
Honeywell products or services: (i)from any Sanctioned Persons or Sanctioned Jurisdictions or
(ii) in contravention of any Sanctions Laws.
Company's failure to comply with this provision will be deemed a material breach of the
Agreement, and Company will notify Honeywell immediately if it violates, or reasonably believes
that it will violate, any terms of this provision. Company agrees that Honeywell may take any
and all actions required to ensure full compliance with all Sanctions Laws without Honeywell
incurring any liability.
24.ECONOMIC SURCHARGES
Honeywell may, from time to time and in its sole discretion, issue surcharges against this
Agreement in order to mitigate and/or recover increased operating costs arising from or related
to, without limitation: (a)foreign currency exchange variation; (b)increased cost of third-party
content, labor and materials; (c) impact of duties, tariffs, and other government actions; and (d)
anti car circumstances that increase Honeywell's costs. including, without limitation, increases
in iieignt, labor, material or component costs, and increased costs due to inflation (collectively,
"Economic Surcharges").
Honeywell will invoice Customer, through a revised or separate invoice, and Company agrees to
pay for the Economic Surcharges pursuant to the standard payment terms in this Agreement. If
a dispute arises with respect to Economic Surcharges, and that dispute remains open for more
than fifteen (15)days, Honeywell may, in its sole discretion, withhold performance and future
shipments or combine any other rights and remedies as may be provided under this Agreement
or permitted by law until the dispute is resolved.
The terms of this section shall prevail in the event of inconsistency with any other terms in this
Agreement. Any Economic Surcharges, as well as the timing, effectiveness, and method of
HONFYWF!t CONFIPrNT';At SECTION II—CORE CONTRACTING TERMS 110
Page 51 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-8547-388167FC300C
determination thereof, will be separate from and in addition to any changes to pricing that are
affected by any other provisions in this Agreement.
HONEYWELL CONFIDENTIAL SECTION II-CORE CONTRACTING TERMS 111
Page 52 of 2002
4A
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
Attachment B
Honeywell Breakdown
HONEYWELL COST SUMMARY
Supplier Part Number Description Total Sell Price
HONEYWELL MATERIAL COST TOTAL MATERIAL COST $336,339.91
HONEYWELL TECHNICAL LABOR TOTAL TECHNICAL.LABOR $131,805.91
HONEYWELL SUBCONTRACTOR TOTAL SUBCONTRACTOR COST 5381,357.64
HONEYWELL OTHER TOTAL OTHER COSTS S49,3965S
$898,900.00
HONEYWELL ESTIMATED PROJECT DURATION
ESTIMATED EQUIPMENT LEAD TIME 4-6 WEEKS EQUIPMENT ORDERED UPON PO
ESTIMATED PROJECT DESIGN/PERMITTING 8-12 WEEKS TYPICALLY STARTS AT PROJECT BEGINNING
ESTIMATED PROJECT DELIVERY 26-30 WEEKS CONTINGENT UPON SITE SCHEDULE/ACCESS
TOTAL ESTIMATED PROJECT DURATION 42-48 WEEKS
Page 53 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docosign Emelooe ID:10166319.6655 4057-9547-3DE167PC300C
Attachment B
HoneyweN Breakdown
MATERIAL/EQUIPMENT COST
Suppler Out toter naoter De Wise oTi'a otal
tY RMe UIt Pike WASa Pllea Thar Sall►F ai
HONEYWELL 70110112013 CONTROL MOOULE FS/CLIP 7 $143.17 $100.64 S704.51
HONEYWELL SCR. STROBE REDCEIUNG 16S $15.20 557.17 $9,541.90
HONEYWELL IFM4S10 POWER SUPPLY,10A14P,REO,HP► 7 $705.97 S479.53 S3,356.71
HONEYWELL PW-P512120 12V,12AH SEA BATTERY 14 553 48 $36.33 5506.57
HONEYWELL 119T-CS-R740.10-16-VI OEM R7407,0 XL-16 a BM 2 516,043.65 $11,065.31 $22,130.61
HONEYWELL H11T-40OAWMU R75065 UPGRADE 1211 HARD DINES 2 57,490.00 $5,165.15 S10,331.71
HONEYWELL HHC60W35R2 IMP IP INDOOR DOME,2.7.133MM MF2,POE 41 51,431.27 $1,202.39 S49,29114
HONEYWELL HHA60W1.1644 WALL MOUNT BRAGGY 41 $129.35 $10135 S4,450.74
`HONEYWELL/IUNIPER EX4300-241 EX4300,24-Port GBBs.T POE+ 10 $9,320.00 S6,574.10 $65,740.95
HONEYWEIIJIUNWER /PSU-71I4C4FO 71SW AC Power Supply AFO 10 $1,344.00 $941.02 $9,480.24
HONEYWELL/JUNIPER C0L4X4W*,t134IS Power Cable,US 10 $70.00 $49.35 $493.76
1 HONEYWELL/ 4 IUNIPER EX-UM M 4SPP E3 300,4Prt 10G SFPNIG SFPUp#nk Mod 10 $2,910.00 52,052.66 $20,526.59
HONETWE.I/IUMPER E4OSFP406E-DAC-SOCM OSFPNOGE DAC,Twinaa Copal Cb150cm Tram 12 S261.00 S119.04 $2.261.49
HONEYWELL GENERIC MISC.045TAIIATI ON MATERIALS 1 NA S7,032.00 $7A32.00
HONEYWELL GENERIC CONDUIT/FITTINGS/SUPPORTS-(-14,600 LF), 1 NA $58,432.00 S56,432.00
HONEYWELL GENERIC WIRE/TERMINALS/SUPPORTS('49,680LF) 1 NA $72,036.00. S72,036.00
TOTAL $336`339.91
Page 54 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docuelpn Envelops ID:101663194656-4057-8647-388167FC3000
Attachment a
FLonePrr4F16nakdowns
HONEYWELL LABOR COST
Tali
SWIM* CMom Oewtptbn Wit UN Moe IAIR Id Prbe Total SRO►T
QuentRy
NONEYWELL PROJECT MANAGER PROJECT MANAGEMENT/SUPEAVISON 276.03 S243.22 S19456 593,709.92
HONEYWELL ENGINEER ROTA HARDWARE AND SOFTWARE ENGINEERING(BLENDED) 209.1S S23339 5187.11 539,134.06
HONEYWELL TECHNICIAN INSTALLATION,PROGRAMMING AND FINAL CHECKOUT 212.93 S221I.73 $1R2.9R 538.96193
5131,809.91
HONEYWELL SUBCONTRACTOR/3RD PARTY COST
Total
SuPPMF TYPE DeLcrpbn QII IY UM Sol Mar Total MPH,
HONEYWELL SUBCONTRACTOR INSTAUATION TECH LOW VOLTAGE ELECTRICAL$ TAUATION 3721.57 5126.40 5101.12 S375,617.32
HONEYWELL PROFRESSIONAL ENGINEER 31(0 PARTY PE(FIRE ALARM ONLY)LUMP SUM 1 N/A 55,710.32 55,710.32
$381,357.64
HONEYWELL OTHER COST
Total
stpphr TYPE Dewptbn Una Sall Pike TOW Sill mil
CktrantIty
HONEYWELL LIFT LIFT ALLOWANCE(PER MONTH) S $3,295.00 $16,475.00
HONEYWELL PERMIT CITY OF MIAMI REACH PERMIT FEES 1 $26,444.71 $26,444.71
HONEYWELL MISC FREIGHT,CUSTOMS,SITE,FEES 1 $6,476.84 56,476.84
$49,396.55
Page 55 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
Honeywell
Building Automation
9315 NW 112th Ave
Miami, FL 33178-2516
January 05, 2024
Angelo Grande
Miami Beach Convention Center
901 Convention Center Drive
Miami, FL 33139
Re: Sole Source for Honeywell service/installation of Honeywell Fire Alarm, CCTV,
Access Control, and Building Management System
Dear Angelo,
The installed Honeywell Fire Detection, Closed Circuit CCTV, Access Control, and Building
Management (HVAC Control) Systems are proprietary products of Honeywell Building
Automation, installed and serviced by the local Miami branch. The Miami Beach Convention
Center is one of many customers who recognizes and values the proprietary solutions.
As a proprietary solution, all of software for the systems is written and maintained by
Honeywell, as is the programing in the field controllers. Honeywell technicians and engineers
are the only persons with that are factory trained to modify and work on your installed system.
This provides your facility with elevated level of security and support.
The current systems noted above, were installed and serviced by factory trained Honeywell
technicians. Our technicians have access to all Honeywell literature, technical bulletins, and
system update information, as well as support from our Technical Assistance Center (TAC)
and Engineering Centers.
Honeywell Building Automation branch offices are the Sole Source provider for the Miami
Beach Convention Center's Fire Detection, CCTV, Access Control and Building Management
Systems.
Please let me know if have any other questions or if we can be of further service to you.
Sincerely,
�.r
Eugene Chamberlain
Honeywell Building Automation
Sr. Account Manager
Page 56 of 2002
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-8547-388167FC300C
ATTACHMENT B
Master Purchasing Agreement 8/27/2024 1 12:54 EDT
This Master Purchasing Agreement ("Agreement" or "MPA") dated 2024
("Effective Date")is entered into between Honeywell International Inc., a Delaware corporation,
through its Honeywell Building Solutions business unit, having a place of business at 9315
NW 112 Ave, Miami FL 33178-2516 ("Honeywell"), and the City of Miami Beach, a municipal
corporation organized and existing under the laws of the State of Florida having a place of
business at 1901 Convention Center Drive, Miami Beach, FL 33139 ("Company").Each party is
sometimes also referred to as"Disclosing Party",or"Receiving Party",or"Party",and collectively
as Parties."
TERM OF AGREEMENT
The Work described in this Agreement shall commence on , 2024 (the "Effective
Date"), and shall continue for five (5) years unless otherwise terminated as outlined in this
Agreement. Upon expiration of the initial five(5)year term, this Agreement may,with the written
consent of both parties, be extended for two (2) consecutive additional terms of two (2) years
each. Customer will order from Honeywell the services, equipment, and materials described in
one or more Honeywell proposals (each a "Proposal") by issuing a purchase order ("Purchase
Order")to Honeywell for such Proposals. Each Proposal shall outline Honeywell's scope of work
(the "Work"), the price for the Work to be performed, and the dates for commencing and/or
completing the Work(if applicable). Each Proposal agreed to and signed by the parties shall be
incorporated into this Agreement and be governed by the terms and conditions set forth in this
Agreement even if additional or conflicting terms are contained in any Purchase Order or other
communications between the Parties. Notwithstanding anything to the contrary set forth in a
Proposal or Purchase Order,in the event of a conflict between this Agreement and any associated
contract documents, including any prime contract associated with a Proposal or Purchase Order,
the terms and conditions of this Agreement shall govern. Honeywell reserves the right to refuse
to accept a Purchase Order for any reason.
AGREEMENT STRUCTURE AND PRECEDENCE
This Agreement is organized in multiple parts.Schedule I contains the Purchase Order Template,
including the scope of work of Honeywell,pricing,and associated attachments.Section II contains
core contracting terms and associated attachments,which will apply to all Purchase Orders under
this Agreement. Attachments are in the form of either exhibits or schedules. Schedule III contains
any relevant software licenses applicable to the Agreement.
Except as expressly stated otherwise for a specific provision, any conflict or inconsistency in the
provisions of this Agreement will be resolved by giving precedence in the following order:
This cover sheet
SCHEDULE I—Purchase Order Template,and then any SCHEDULE I attachments
. SCHEDULE II—Core Contracting Terms, and then any SCHEDULE II attachments
SCHEDULE III—Software License(s)
ENTIRE AGREEMENT
ATTORNEY WORK PRODUCT
HONEYWELL CONFIDENTIAL SCHEDULE I—TRANSACTION SPECFIC TERMS I 1
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 101663i9.6655-4057-8541-3t3e187C3000
This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all previous agreements, communications, or representations.
either verbal or written, between the Parties with respect to such subject matter. Any oral
understandings are expressly excluded. This Agreement may not be changed, altered,
supplemented, or added to except by the mutual written consent of the Parties' authorized
representatives contained in a signed instrument
For good and valuable consideration, the receipt, nature, and adequacy of which are hereby
acknowledged,the Parties agree that this Agreement is effective as of the Effective Date.
This Agreement,and all Purchase Orders under this Agreement.shall be deemed void and
of no force or effect In the event that Company delivers Its executed signature page to this
Agreement to Honeywell more than thirty(30)days after the Effective Date.
CITY OF MIAMI BEACH C/O MIAMI HONEYWELL INTERNATIONAL INC..
BEACH CONVENTION CENTER through its Honeywell Building Solutions
business unit
��
Signature. Signature:
m Nae:Eric Carpenter Name: RAFJ(J I t�450AI
Title: City Manager Title: Pt+ i'
saixvt
—DocuSigned by:
Use& Disclosure Limitation Kaki, f. GV'atti41.0 8/27/2024 I 12:54 EDT
`—FAB8BAOBFB5E4C,
The subsequent pages of this Agreement and Purchase Orders under this Agreement contain
information prepared and owned by Honeywell("Information").This Information is proprietary to
Honeywell and is disclosed to the Company named on the title page hereof under terms of
confidentiality or any applicable confidentiality or non-disclosure agreement between Honeywel and
the Honeywell customer named on the cover page of this proposal("Company"),and for the sole
purpose of Company's evaluation of Honeywell as a prospective contractor.By accepting receipt cf
any proposal under this Agreement,and pursuant to Section 29.21,Company acknowledges that d
is the confidential information of Honeywell,with the exception of information contained within the
proposal that was previously provided by Company and as such is subject to the confidentially
restrictions herein and use of this Proposal or parts thereof for any other purpose without the written
consent of Honeywell is prohibited.Company must hold any proposal confidential to the same
standards that it holds its own information confidential.HONEYWELL RELIES ON INFORMATION
PROVIDED BY COMPANY IN THE DEVELOPMENT OF ITS PROPOSALS.HONEYWELL
DISCLAIMS LIABILITY FOR ALL LOSS OR DAMAGE RESULTING FROM INACCURACY IN
COMPANY-PROVIDED INFORMATION.IF A PURCHASE ORDER IS AWARDED BASED ON
ANY PROPOSAL,ANY ADJUSTMENTS TO THE SCOPE OF SUCH CONTRACT REQUIRED AS
A RESULT OF INCORRECT OR INCOMPLETE RECIPIENT-PROVIDED INFORMATION MAY
RESULT IN ADJUSTMENTS TO THE CONTRACT SCHEDULE OR PRICE.
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
At91Gikk1/45-'" Ob `3Z4
ATTORNEY WORK PRODUCT ell/A,f rt1�.>y( b=7re
HONEYWELL CONFIDENTIAL SCHEDULE I TRANSACT N SPEII�IC fl t% ; f 2 i
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-6547-388167FC300C
SCHEDULE I — Purchase Order Template
• OPPORTUNITY NUMBER:
• OPPORTUNITY NAME:
• HONEYWELL ADDRESS& CONTACT INFORMATION
Contact Person:
Phone Number:
Email Address:
• COMPANY ADDRESS&CONTACT INFORMATION
Contact Person:
Phone Number:
Email Address:
• WORKSITE LOCATION NAME:
• WORKSITE LOCATION ADDRESS:
• PRICE: ($ ) U.S. Dollars, as it may be adjusted pursuant to the Agreement(the
"Price'). See Section 1 —Exhibit B-2 Pricing Notes.
• TAX:
L..) Sales Tax will be invoiced separately ❑ Use Tax is included in the price U This sale is tax exempt
• PAYMENT:Upon execution of this Agreement,the Company shall pay to Honeywell $
or percent( %) of the Price. Thereafter. Company shall pay Honeywell in
accordance with Schedule I—Exhibit B-1.
SCHEDULE II-LORE CON t RAeTING TERMS 11
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
SCHEDULE: 1 - EXHIBIT A
[STATEMENT OF WORK /WORK SCOPE; CLARIFICATIONS,
EXCEPTIONS, EXCLUSIONS]
1. STATEMENT OF WORK
Honeywell shall provide the following equipment and services ("the Work") in accordance with
and subject to the terms and conditions of this Agreement, including, without limitation, the
Clarifications, Exceptions and Exclusions referred to below:
2. CLARIFICATIONS, EXCEPTIONS, EXCLUSIONS
2.1 [Intentionally Omitted from i emplatel
2.2[Intentionally Omitted from Templatel
2.3 Exclusions.
Honeywell is applying and integrating our offerings in accordance with the specifications,
drawings, and functional sequences provided by Company in the tender documents. Honeywell
is not acting as the Engineer of Record for the design of the overall system, and makes no
representation as to whether the design, provided by others, is suitable for the purpose. We
warrant that our offerings will function as documented in our proposal, data sheets, working
drawings and other documentation supplied by Honeywell under this contract. Company is
responsible for any and all works not expressly described herein, or within subsequent duly
executed change orders or amendments. For illustrative purposes only, and without limitation,
Honeywell is not responsible for any unapproved changes or additions to deliverables, products,
and materials. Honeywell may,during its contracted work,rely on estimates, audits, and surveys
conducted by Company,its affiliates,or subcontractors. Company warrants the accuracy of such
information and further accepts responsibility for any costs arising out of the provision to
Honeywell of inaccurate data or information. Company is responsible for the work product and
methods of their subcontractors.
3. PROJECT SCHEDULE
A sample project schedule as shown below must be incorporated into all POs under this MPA.
Project Name:
Project o. ! •el,verable lo s very ate ontmgenc ies 1 otes
SCHEDULE II-CORE CONTRACTING TERMS 12
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
Work Scope Documents
Scope of Work: 4oneywell International Inc/Honeywell Control Systems Limited, through its Honeywell Building
Automation -- Services business unit (sometimes referred to as "HBS," -Honeywell" or "Honeywell Building
Solutions"), shall provide the Services(as defined below)In accordance with the attached Work Scope Document(s)
and General Terms and Conditions,which form a part of this Agreement.Agreement"means this proposal signed
by Honeywell and Customer,the General Terms and Conditions attached hereto,and the Work Scope Document(s)
attached hereto,
Asset Covered by this Agreement:
Asset Type Description Quantity
•
HVAC/Fire/Security I i.e. ! 4
Controller i XL800/XLS3000 I
1 t
HVAC/Fire/5ecurtty i.e.XL 15/CPO-R 30
Controller
Software ! i.e EBI server & 1
Software
PREVENTATIVE MAINTENANCE SCOPE:
Honeywell will provide the following services enabled by Honeywell's Service Management System(SMS)to provide
maintenance to Customer with respect to the building technology system hardware and software set forth in the
list of "Assets Covered," to the extent expressly described in this Work Scope Document. As used herein,
"Agreement"means the agreement between Honeywell and Customer of which this Work Scope Document is a
part,as amended and together with all exhibits,schedules and attachments incorporated into such agreement.
Scheduled by Honeywell in its sole discretion and consist of the tasks to be performed,the skill levels required,and
the special tools and instrumentation required to inspect the systems, both from a hardware and software
perspective,in each case as determined by Honeywell In Its sole discretion.
Honeyweli to deploy a standard list of service tasking that is managed by its Service Management System and
scheduled based on the assets covered by the agreement,this is based on industry standard practices and complies
with the manufacturers requirements.
SCHEDULE II-CORE CCuvTRACTING TERMS (3
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
Typical activities may include but not limited to:
• Inspecting control system assets through head end software for proper operation
• Performing any local legislative test and inspections of assets and providing reports(Fire systems)
• Checking asset status and firmware versions
• Providing recommendations on improvements outside of planned maintenance
• Checking software schedules against occupancy schedules
a Review alarm activity on head end software
• Review trend logs to identify issues
• Random sampling of temperature sensors to identify need to calibrate
• Visual inspections of assets
• Checking assets are operating as expected
Preventative maintenance tasks may be carried out on site by a Honeywell Field Service Professional or remotely by
the Honeywell Building Operation Center(HBOC)and therefore at any time of night and day.
Honeywell's Service Management System(SMS)will schedule planned maintenance appointments to cover the
standard maintenance tasking for the assets that are covered within this contract.Tasking is based on industry
standards and a post appointment report wili be generated and sent to the customer highlighting what was
completed on site and any issues that were identified.
Preventative maintenance will be carried out on site and or remote during normal working hours.
For those customers who have proactive maintenance as part of this agreement, the appropriate digitized
maintenance platform will be deployed and uses analytics and data to trigger for service tasks and investigations
into issues
The analytics system will be provided by Honeywell Forge Performance+for Buildings) Predictive Maintenance or
Honeywell Connected Life Safety Services(CLSS)platforms which will require mobilization which is not included in
this agreement and a separate one-off quote will be provided if the systems are not already deployed.
Forge Performance+for Buildings j Predictive Maintenance
The Site Performance Software-as-a-Service ("SaaS") solution enables selected asset insights for your
building operations and is designed to help reduce operational and maintenance costs and to improve
occupant comfort,asset availability and sustainab lity of your building portfolio.
Site Performance Offering features available are stated below. Certain features may have additional
charges,as indicated by an +.
• Honeywell Forge Connect Gateway
• Predictive Maintenance
• Centralized Control
• +Alert Management
SCHFf)Ut E II—CORE C:U^;7 RACTIM;IERm 14
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-6547-388167FC300C
• i05 Mobile App
• +Tailored Dashboard Services('TOS"). (Each TDS subscription license entitles Customer to 3
Users.Additional licenses and fees required for additional Users.)
• Enterprise Integrations
• End-to-End Extensibility Professional Services
• +Asset Reliability(limited Availabiity)
Predictive Maintenance is a data analytics service that continuously inspects the building operation and identifies
issues and anomalies in the operations. The early detection and notification of problems enables the service
technician to reduce the "search'time and to fix the issue,minimizing the impact on energy,comfort, or asset
availability. Predictive Maintenance gives you near real-time visibility of the comfort performance level of your
building and rule-based generation of service cases.
The I0S Mobile App is only available at this time in IDS.The Mobile App is designed for users from facility
managers to technicians and provides access to core functionality of Predictive Maintenance and Centralized
Control on'OS mobile phones.Users can view comfort,asset availability and service case KPIs for their sites and
drill down to view details of open service cases and review individual zone and asset performance in their facilities.
Additionally, Users can triage service cases by reviewing asset property trends and live values and,with the
necessary permissions,can make control changes including set points and relinquishing control.
Scope of Proactive Mainterance:
• Access to the dashboards to view visibility of data is an optional entitlement and if selected
usernames will be provided to requested users.
• HBOC teams will remotely identify issues with the system that may impact performance or
energy efficiency of the system using analytic rules
• HBOC teams will remotely investigate issues and identify and try to resolve the issue.If a call
out is required,this will be made in alignment with the contract entitlements regarding
chargeable call outs.
• Results of analytic rules and other data views will be used to make recommendations for
improving the facility based on occupant experience and energy efficiency.
• The deployment of any recommendations made using proactive maintenance is not included
in this contract and will be an additional charge.
Customer Responsibilities: A.Customer agrees that it shall meet all minimum requirements for the Offering(s)
which are provided by Honeywell with the Agreement,which will include maintaining an online Forge Connect
Gateway as deployed. Such minimum requirements may be updated from time to time. B. The Offering(s)
provide you with information about equipment health,equipment performance,operation metrics and business
metrics to help inform your decisions around equipment and operations which may include machine downtime,
maintenance activities, operation bottlenecks,among other related matters. The Offerings are not intended for,
or to meet,any sustainability,carbon,or cvber regulatory compliance requirements.You agree and acknowledge
that Honeywell is not responsible or liable for any damage, claims or injury arising out of or in any way related
to your access or use of,or action,inaction, or reliance on information contained within or transmitted by the
Offering,and you expressly accept this limitation when subscribing to the Offering You agree that you will not
SCHEDULE II rt RF,. hiTR .T;Nt.irH^:1S 1 5
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
rely on the Offering for any life safety, critical or other regulatory compliance purposes.The Offering is not a
substitute for a third-party monitored emergency notification system. We make no representation or warranty
that your use of the Offering will improve your operations,safety,sustainability, cyber capabilities,or reliability.
C. The Offering(s)may require Firewall rule configurations made on the Customer premises. These include
northbound firewall configurations for data sent to/from the Forge Cloud,including machine data transmitted
to the cloud, ifecycle management configuration data sent back to the device,and edge software updates.
Certain features and functionality of the Offering(s)may allow you to enter your own analytics or set points,
dashboard and/or configurations.We do not guarantee the reliability or accuracy of the Offering's output, and
you are solely responsible for its use and interpretation. Any default analytics and set points provided in the
Offering are intended to help Inform your decisions,but ultimately, you are responsible for ensuring that all
notifications and alarms set in your instance,based on the default analytics, and set points,are accurate.
Any analytics and set points provided by you are at your discretion and we are not responsible for the
recommendations provided by the Offering(s)or your actions taken because of these analytics and set points.
Any analytics and set points provided in the Offering are intended solely to help with your decisions but
ultimately you are responsible and liable for ensur ng that all notifications and alarms set in your instance are
appropriate for your Dusieess. The Offering is not designed or intended for real-time or time-critical control of
your equipment, internet and network connectivity, and infrastructure (i.e., sensors, building assets, base
control system, OPC server,network switches, and loT devices,etc.)nor for emergency situations and should
not be relied upon as a primary system.Its operational use is limited to a system for monitoring and managing
equipment for general operations and maintenance insights. You will not upload, or permit the uploading of,
sensitive personal data into the Offerings(including but not limited to social security numbers,bank account
numbers, credit card numbers,geolocations) and industry specific sensitive or regulated data. You are solely
responsible to confirm that your use of the Offering(s) is in conformance with any applicable third-party
requirements,including service and/or warranty requirements.We may provide self service training modules to
assist with the provision of Offering training to your Users.On-site training may be available at an additional fee
Honeywell will provide the following ICT elements embedded within the maintenance agreement
Honeywell will provide certain ICT and Network Services to Customer for the applicable building's building
management systems-associated node types and node counts set forth in the List of Covered Node Types and Node
Counts below(the"Operational Technology System") as expressly described in this Work Scope Document and in
accordance with and subject to the terms and conditions of this Work Scope Document and all other provisions of
the Agreement(collectively, the "ICT and Network Services"). The 'Agreement" means the agreement between
Honeywell and Customer of which this Work Scope Document is a part,as amended and together with all exhibits,
schedules and attachments incorporated into such agreement.
ICT Preventative Maintenance - Unless noted by exception,maintenance intervals and applicable activities will be
determined by equipment, application, location and Honeywell's computer data bank of maintenance experience
and manufacturer's specifications,in each case as determined by Honeywell in its sole discretion.
Backups: -- Review Backup/Copy job status, coverage list, repository free space, backup patches/updates, media
health(on/off site)and retention.Execute test restore and check backups are kept offiine.
SCHEDULE II--CORE CONTRACTING TERMS (e
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
Honeywell Remote Management(FIRM)—Rat Of covered nodes below
Node Type ;.(uantity
EEO Server xxx
EBI Workstation xxx
• Classify assets associated with your Operational Technology(OT)network,such as control devices,servers,
and network equipment,etc.
• Identify potential vulnerabilities or threats across the previously classified asset base.
• Categorize potential vulnerabilities or threats with associated mitigating actions,as may be available.
• Further enhance detection capabilities through tailored rules engines and threat sensory information.
Honeywell Advance Endpoint Protection(HAES) -list of covered nodes below
Node type Quantity
RI Server xxx
IEBI Workstation xxx
• Real-time Advanced Endpoint Security/protection for 0T and IT assets.
• Sophisticated (deep/machine learning)endpoint security tested/approved and suitable for OT systems
• Enhanced operational efficiency
Honeywell Cybersecurity Assessment (CSA):
• To support monitoring and diagnostics,Honeywell may install additional software on Customer's applicable
system(s).Such software will remain the property of Honeywell,or its nominated software licensor,and shall
be removed from such system(s)and returned to Honeywell at Honeywell's request.
• Honeywell will perform the services and activities that, in Honeywell's sole discretion and judgment, are
necessary to provide the selected Cybersecurity Services on Customer's Operational Technology System.
• Prior to commencement of the Cybersecurity Services, Honeywell and Customer will establish a project
framework for the selected Cybersecurity Services which may include identifying key personnel,reviewing
SCHEDULE II—CORE CONTRACTING TERMS 17
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-8547-388167FC300C
rules of engagement, refining project goals and timelines, and gathering relevant information and
documentation
• Honeywell's periodic access to and attendance at Customer's site is required to provide and perform works
related to the Cybersecurity Services.Honeywell will endeavor to coordinate such activities with Customer's
site requirements to minimize disruptions.
• Honeywell and Customer will execute Honeywell-recommended measures, which may include the
performance of testing to assess the achievement of project goals, as per mutually agreed-upon change
control processes.
• Honeywell will, as necessary, interview certain of Customer's key managers, developers, engineers,
operators,system administrators and/or other personnel to gather information. The interview may also
serve as an opportunity for the Customer to highlight any areas of particular concern,which may be
emphasized in the Cybersecurity Assessment.
• Honeywell will analyze certain aspects of the physical security of the Operational Technology System and
directly connected network.Areas of focus may include the following:
Identification
• Training
• System Documentation
• Hardware Maintenance,Third Party System Integration
• Protection
• Physical Security
• Environment
• Perimeter Defense(logical)
- Networking Hardening
- Wireless Security,Internet Access,Remote Access
- Server and Workstation Hardening
- Operating System,Application Software and Firmware Updates
- User Access and Control,Password Management
- Third-Party Applications
• Detection
Antivirus/Anti Malware,Monitorirg,Intrusion Detection/Prevention Systems(IDS/IPS)
• Response
- Incident Response Team and Process
• Recovery
- Disaster Recovery Plan and Backups
• Honeywell will analyze portions of the Operational Technology System as may be relevant to
Cybersecurity Monitoring activities
• Honeywell will provide recommendations with respect to Cybersecurity deployment, which may
include deployment and test plans,execution timelines,and/or change control processes
SCHEDULE II-CORE CONTRACTING TERMS (
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
Honeywell will provide the following software-related services with respect to the Covered HSA Software on Covered
HSA Equipment(each as defined below)as part of the Honeywell Software Assurance program during the applicable
term of the Agreement(as defined below) for which Customer (sometimes referred to as "you" herein)pays for
Honeywell Software Assurance,to the extent expressly provided:n this Work Scope Document.
• Software upgrades
• Preferred pricing on expansion orders
• EBI,DVM service packs,feature packs,software updates,and bug fixes
• Windows update qualification
As used herein,"Agreement" means the agreement between Honeywell and Customer of which this Work Scope
Document is a part, as amended and together with all exhibits,schedules and attachments incorporated into such
agreement.
Forsoftware included in the List of Covered HSA Software and originally installed by Honeywell on the Covered HSA
Equipment, Honeywell will, on a scheduled basis determined by Honeywell in its sole discretion,(a) evaluate the
condition of the software,(b)apply any available updates and upgrades that are applicable to the software(provided,
that with respect to third-party software, only after it has been qualified by Honeywell and subject to Customer's
payment of all required fees to such third parties exceptto the extent otherwise expressly provided herein)and that
have not been previously applied,(c)perform a system back-up,and(d)save the back-up files.
Arse Type Oe ription Quantity
18 11600 Enterprise Building Integrator
For the same software,Honeywell will apply critical software updates as they become available(provided,that with
respect to third-party software only after ft has been qualified by Honeywell and subject to Customer's payment of
all required fees to such third parties except to the extent otherwise expressly provided herein) Critical software
updates are updates that correct a problem that substantially compromises the overall system operation or security,
as determined by Honeywell in its sole discretion.
All of Honeywell's obligations in this Work Scope Document are expressly conditioned on Customer's execution of
Honeywell's then-current standard Software License Agreement for the applicable software(to the extent not already
executed by Customer with respect to the item in question)and any third party software license agreement that may
apply,the terms of each of which software license agreemert shall govern and control in the event of a conflict or
inconsistency with the terms of the Agreement.
All Preventative maintenance done during regular business hours.Any afterhours support if needed will be additional
charge
SCHEDULE II- CORE CONTRACTING TERMS (9
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:1 01 6631 9-6655-405 7-B547-388167FC300C
EMERGENCY SERVIO
Should an emergency arise relating to the Covered Lquipment or Covered Software of a nature that is within the
subject matter of the Agreement to the extent related to the Covered Equipment and Covered Software, Customer
will report such emergency to Honeywell's Building Operation Center and Honeywell per sonnel will attempt to assess
the situation either by phone or remote diagnostics, or both,and will determine the course of action with Customer.
If it is jointly determined that a site visit is required,Honeywell personnel will start to remotely triage issue within
two(2)hours.Customer will be liable for such service at Honeywell's applicable standard hourly rates for emergency
services in effect at such time plus other costs incurred.Honeywell personnel will spend up to two(2)hours remotely
to attempt to resolve the issue,but there is no guarantee that such efforts will be successful. If any further work
and/or parts or materials are required to address the issue,a quote may be provided by Honeywell for the additional
costs to the Customer. If Customer agrees to Honeywell's price and terms for such further work and/or parts or
materials, Honeywell will proceed with the work. For the avoidance of doubt.Honeywell,in its sole discretion,may
decline to work on items that are not Covered Equipment or Covered Software.
Such emergency service will be provided during the follow'ng periods during the term of the Agreement(check box
for desired level of emergency service coverage):
Continuous Emergency Service:
24 hours per day,seven days per week,federal holidays included
n 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.
i Regular Business Hours Emergency Service.
8.S hours per day,five days per week,federal holidays excluded.
Specified hours:8:00 a.m.-4:30 p.m.,Monday through Friday.
• Where available,Honeywell will investigate using the Honeywell Building Operation Centre within 30 minutes of
the call being logged by Honeywell.
• The HBOC will spend a maximum of 2 hours attempting to fix the issue;if further time is required,this will be
charged at the contracted rate.
• If any parts are required to fix the issue, these will be an additional charge at list price.unless the contract
specifies the applicable comprehensive coverage.
• If more time is required to resolve the issue than the allocated 2 hours,a quote will be provided for the additional
time unless the contract has the applicable comprehensive coverage.
• Assets covered by the Emergency Service are the same assets as the covered equipment listed within the
contract.
SCHEDULE II—CORE CONTRACTING TERMS (10
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 1 01 66 31 9-6655-405 7-B54 7-3881 6 7FC300C
• For assets not covered by the contract,Honeywell can respond but this will be subject to additional charges at
contracted rates.
• Emergency Service does not cover:
Non-emergency related calls or changes to the control system
Scheduled maintenance
• Honeywell will provide a standard report following emergency work to provide details of the issue found and the
steps taken to resolve it and any further recommendations to the customer.
EMERGENCY SIRVICE (COMPRE-HENSfVE):
Should an emergency arise relating to the Covered Equipment or Covered Software of a nature that is within the
subject matter of the Agreement to the extent related to the Covered Equ pment and Covered Software,Customer
will report such emergency to Honeywell's Honeywell Building Operation Center and Honeywell personnel will
attempt to assess the situation either by phone or remote diagnostics, or both, and will determine the course of
action with Customer. If it is jointly determined that a site visit is required,Honeywell personnel will arrive at
Customer's site within four(4)hours.To the extent the emergency involves a serviceable component or part on the
List of Covered Equipment that is defective or failed for reasons other than negligence or more culpable conduct by
Customer or its representatives or agents or other persons other than Honeywell,casualty events or other events,
conditions or circumstances that constitute"force majeure"or excusable events under the Agreement,in each case
as determined by Honeywell in its sole discretion,Honeywell will repair or replace the serviceable component or
part. To the extent the emergency does not involve a serviceable component or part on the List of Covered
Equipment, Customer will be liable for sach service at Honeywell's applicable standard hourly rates for emergency
services In effect at such time plus other costs Incurred.Honeywell personnel will use reasonable efforts to attempt
to resolve the issue,but there is no guarantee that such efforts will be successful;provided,that for the avoidance of
doubt,Honeywell, in its sole discretion,may decline to work on items that are not Covered Equipment or Covered
Software. "Serviceable" means that the component or part is readily accessible to Honeywell to service,is not
obsolete,has not suffered excessive wear,tear or deterioration,is commercially available and has not reached the
end of its useful life,in each case as determined by Honeywell in its sole discretion.
Such emergency service will be provided during the following periods during the term of the Agreement(check box
for desired level of emergency service coverage):
Continuous Emergency Service:
24 hours oer day,seven days per week,federal holidays included
Extended Hours Emergency Service:
12 hours per day,five days per week,federal holidays excluded.
SCHEDULE ll--CORE CONTRACTING;TERMS l 11
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-8547-388167FC300C
Specified hours:5:00 a.m.-5:00 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.
• Where available, Honeywell will investigate using the Honeywell Building Operation Centre within 30
minutes of the call being logged by Honeywell.
• The HBOC will spend a maximum of 2 hours attempting to fix the issue;if further time is required,this will
be charged at the contracted rate.
• If more time is required to resolve the issue than the allocated 2 hours,a quote will be provided for the
additional time unless the contract has the applicable comprehensive coverage.
• Assets covered by the Emergency Service are the same assets as the covered equipment listed within the
contract
• For assets not covered by the contract,Honeywell can respond but this will be subject to additional charges
at contracted rates.
• Emergency Service does not cover.
o Non-emergency related calls or changes to the control system
Scheduled maintenance
• Honeywell will provide a standard report following emergency work to provide details of the issue found
and the steps taken to resolve it and any further recommendations to the customer.
HONFYWEtt FORGE SUSTAINAfiltiTY+ FOR BUit.DiNGS (ARBON AND
FNERGY MANAC;t:MF'NT
Access to a cloud-based Honeywell Forge Sustainahility+for Buildings I Carbon and Energy Management subscription
is provided as part of this agreement. This application will provide information to help you asses energy usage,
associated costs and manage compliance and reporting.
As of the subscription:
• Access will be provided to the Carbon and Energy Management portal for xx users
• Configuration of the platform will be provided by Honeywell
• Support of the platform will be provided for the agreement period
Carbon& Energy Management is a SaaS cloud solution that continuously studies a building's energy consumption,
enables visibility to outliers and patterns of selected assets, consolidates utility billing and associated cost, and
estimates certain GHG' emissions (measured in CO2 equivalent) at both building portfolio and Site levels using
SCHEDULE It-CORE.:QNTRACTINC;Tf:RMS i 12
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
available utility data provided by Customer. Through a user friendly dashboard solution, Carbon & Energy
Management offers and recommends adjustments for optimal energy savings settings and occupant comfort,
enabling users to view and track the following parameters(available based on package offerings):
• Energy Baselines
• Energy Usage Intensity(EUII
• Utility Costs
• Carbon Emissions (Scope I and Scope 2)
• live Meter Data
• Energy Alerts/Building Management System Alarms
• Indoor Environment Quality metrics
Offering packages available are stated below. Certain packages may have additional charges, as indicated in the
pricing section of this proposal.
Carbon&Energy Management -Monitor
Carbon&Energy Management -Control
Y Carbon&Energy Management -Optimize
Features available for these packages may also include:
• Honeywell Forge Connect Gateway
• Enterprise Integrations
'GHG:Green House Gases(based on criteria provided by Honeywell)
"Certain packages of Carbon &Energy Management implement third-party software,which may require aaditianal terms and
conditions,including to retrieve Customer utility provider and metering data(such data to be either automatically retrieved frcen
utility providers through a third-pony solution,where available,or to be manually uploaded by the Customer in regions where
such third-party utility solution is not available).The onboarding of utility providers and applicable utility data may extend the
period fo•solution configuration.
Carbon and Energy Management -Monitor
This package will provide access to data that is populated from billing data synchronized with the customers utility
provider and requires the customers username and password to be provided to Honeywell.
The Monitor package currently includes base Carbon and Energy Management application that enables the ability
to:
• Assess carbon and energy footprints'
SGttEO(LE II-OORF CCNTRAci.TIN'TERMS 113
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
• Track energy costs(based on utility bills)"
• Track sustainabiiity goals"•
• Measure and monitor Scope 1 and Scope 2 emissions via easy-to-use visualization tools that
provide a data baseline and monthly and annual trends
• Reduce manual data collection by consolidating Customer's utility billing data
Base Monitor subscription includes data consolidation of 3 Customer utility accounts(e.g.,electricity,water,and gas).
Fees are charged per Site per year.Additional utility accounts are charged at an additional fee. Each billable utility
connection Is counted as one utility unit. Requires access to Customer utility account data.
'Helps Customers find a consumption and cost reference baseline by tracking energy usage and carbon emissions for each building
across a company's building portfolio. By utilizing Energy Usage Intensity(EUI)metrics(as provided by Honeywell),Customer
portfolio managers can benchmark buildings across the entire portfolio,put in place energy mitigation measures and set improved
carbon reduction targets.
'"Enables Customer abilityto retrieve and consolidate utility bill data(each utility os selected by Customer)from utility providers
and then analyze the data and provide dashboard visibility for energy consumption,cost and Scope 1 &Scope 1 GHG Emissions
(measured in CO2 equivalent).The solution provides tracking and trending information for energy costs broken down by each utility
type allowing portfolio and Site managers to frock their octuol spend and identify areas for improvement, such as high
consumption during peak periods.
"'Uses building and utility date and advanced analytics visualized to provide views of certain GHG Emissions(Measured in CO 2
equivalent)end to segment consumption and energy emissions by type of utility.Facility managers can use this insight to help
eecrease energy use in unoccupied sites or to optimize equipment usage during periods of peak utility rotes.
Carbon and Energy Management -Control
This package can provide access to data that is populated by a reai time connection to site and pulled from the
Honeywell system.This will require metering to be installed and configured on site to be collected by the head end
and is not included in this agreement.Any installation or set up required will be additional charge.
Control package includes the base Carbon&Energy Management application in addition to riealthy Buildings
application.These applications have the added capability of collecting live meter data from the Site building
management system to enable additional monitoring and outcome tracking capabilities, including the ability to:
• Track energy costs(based or live asset meters and utility bills)
• Track sustainability goals
SCHEDULE II-r5)RF(flNTRACTi1vT,TFRMti 114
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
• Set and monitor Energy baselining&forecasting
• Measure and monitor Scope 1 and Scope 2 emissions via easy-to-use visualization tools that
provide a data baseline and monthly and annual trends
• Gain real-time insights and live meter data to control building management systems to help
reduce energy use and CO2 emissions
• Set alerts,alarms, controls and scheduling to enable faster responses and address issues
early
• Help improve Indoor Environment Quality
Base Control package includes data consolidation of 5 live Customer utility meters.Fees are charged per Site per
year.Additional Customer meters are charged at an additional fee.Requires access to Customer utility and
metering account data and building management solution integration.Certain sensors are required for operation of
Healthy Building application, which are not provided by Honeywell unless specified in an order for sensor
hardware.Ability to add certain feature work,which will be charged and deployed separately pursuant to a written
and executed Statement of Work.
Carbon and Energy Management -Optimize
Optimize package currently includes the applications that are part of Monitor and Control packages in addition to
Intelligent Buildings Optimization application, dynamically controlled indoor environment air quality features,and
the ability to optimize energy savings based on occupancy level settings and measurements.The Optimize package
leverages Al and Mt. functionality to optimize building operations to help configure the ideal occupart experience,
optimize energy efficiency,help improve indoor air quality and overall building performance metrics,*
Base Optimize package subscription fees are charged per Site per year(charges vary from Site to Site).
"Solution leverages advanced Al and Mt. algorithms to deliver a dynamic energy baseline based on several
independent variables based on Customer and other relevant building or environmental data, such as building
occupancy, heating degree days,and cooling degree days. Energy usage is tracked at up to 15-minute intervals
against the established baseline and Users are ratified via Customer selected solution alerts if the actual
consumption exceeds the established baseline by a certain percentage, os defined by Customer or User. This helps
the customer to react quickly to arty anomaly in building operations and minimize associated higher costs.
Customer Responsibilities: A.Customer agrees that it shall meet all minimum requirements for the Offering(s)which
are provided by Honeywell with the Agreement,which will include maintaining an online Forge Connect Gateway as
deployed. Such minimum requirements may be updated from time to time. B. The Offering(s)provide you with
information about equipment health, equipment performance,operation metrics and business metrics to help
inform your decisions around equipment and operations which may include machine downtime, maintenance
activities, operation bottlenecks,among other related matters.The Offerings are not intended for,or to meet,any
sustainability, carbon,or cyber regulatory compliance requirements.You agree and acknowledge that Honeywell is
not responsible or liable for any damage, claims or injury arising out of or in any way related to your access or use
of,or action,inaction,or reliance on info-mation contained within or transmitted by the Offering,and you expressly
accept this limitation when subscribing to the Offering.You agree that you will not rely on the Offering for any life
safety,critical or other regulatory compliance purposes.The Offering is not a substitute for a third-party monitored
SCHEDULE II iUftECUVCRA':TIyG:PERMS i 15
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-368167FC300C
emergency notification system. We make no representation or warranty that your use of the Offering will improve
your operations,safety, sustainability, cyber capabilities, or reliability. C.The Offering(s)may require Firewall rule
configurations made on the Customer premises. These include northbound firewall configurations for data sent
to/from the Forge Cloud,including machine data transmitted to the cloud,lifecycle management configuration data
sent back to the device,and edge software updates.
C ^ in features and functionality of the Offering(s) may allow you to enter your own analytics or set points,
oard and/or configurations.We do not guarantee the reliability or accuracy of the Offering's output, and you
lely responsible for its use and interpretation.Any default analytics and set points provided in the Offering are
ded to help inform your decisions, but ultimately, you are responsible for ensuring that all notifications and
al .s set in your instance,based on the default analytics,and set points,are accurate.
"tiny analytics and set points provided by you are at your discretion and we are not responsible for the
recommendations provided by the Offering(s)or your actions taken because of these analytics and set points.Any
jj drill.tics and set points provided in the Offering are intended solely to help with your decisions but ultimately you
ixtsponsible and liable for ensuring that all notifications and alarms set in your instance are appropriate for your
business.The Offering is not designed or intended for real-time or time-critical control of your equipment,internet
and network connectivity,and infrastructure(i.e.,sensors,building assets, base control system,OPC server,network
switches,and WI devices,etc.) nor for emergency situations and should not be relied upon as a primary system.Its
operational use is limited to a system for monitoring and managing equipment for general operations and
maintenance insights. You will not upload, or permit the uploading of, sensitive personal data into the Offerings
(including but not limited to social security numbers,bank accountnumbers,credit card numbers,geolocations)and
industry specific sensitive or regulated data. You are solely responsible to confirm that your use of the Offering(s)is
in conformance with any applicable third-party requirements,including service and/or warranty requirements.We
may provide self-service training modules to assist with the provision of Offering training to your Users. On-site
training may be available at an additional fee.
ALARM MANAGEMENT
Honeywell will Monitor/Monitor& Triage xsa points remotely at their Honeywell Building Operation Center(HBOC),
the Points will need to be configured at the on-site software head end(FBI, Comfort & Fnergy,Niagara N4)to be
transmitted across a secure connection.
Alarms will be reported within 30 minutes of being received at the HBOC following the agreed process with the
customer,if the Monitoring&Triage option is selected then the HBOC team will remotely try to identify and
resolve the issue if it is unresolvable a chargeable site visit will be offered to the customer to attend site and try to
identify and resolve the issue.If any further parts or labor is required then further charges my apply.
Customer is required to provide or procure through Honeywell the remote connectivity and or any on site
mobilization that is required to retransmit alarms from site to the HBOC.
TRAINING
Customer shall receive access to the online Honeywell Learning Management System - 'My Honeywell Buildings
University'within which availability to the 12 x On Demand modules for Operator and Administrator training shall be
provided.As used herein,"Agreement'means the agreement between Honeywell and Customer of which this Work
Scope Document is a part, as amended and together with all exhibits,schedules and attachments incorporated into
such agreement
SCHEDULE II-CORE CONTRACTING 1 ERMS 1 16
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID.10166319-6655-4057-8547-388I67FC300C
Access to My Honeywell Buildings University and OnDemand training modules is provided to an agreed number of
named users at the commencement of the Agreement.Requests for additional users will be charged at Honeywell s
then applicable standard rate
Access to the Honeywell LMS platform and OnDemand modules will cease upon termination of the Agreement for
any reason.
SCHEDULE II-CURE talk!tRAt,T1NG t ERMS 117
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 'I0166319-6655-4057-6547-388167FC300C
PFRFORMANCE REVIEW
A review of the Services provided within this Agreement will be performed by Honeywell on an annual basis if
requested by Customer.Honeywell and Customer will discuss work performed since the last review,answer questions
pertaining to Service delivery,and identify potential opportunities to further improve performance of the Covered
Equipment.
This will be with your local service management team and your assigned Honeywell sales contact where ongoing
improvements or recommendations will be made
RS GROUP
Honeywell Users Group(HUG) is designed for our customers.It provides an opportunity to maximize your service
agreement and learn about the latest features and capabilities of our technologies.You will also learn from other
Honeywell users.The event is designed to foster the sharing of new ideas,technologies and innovations in an
information-rich environment.
The HUG Training Service Contract provides eligible attendees with event registration fee,training materials,hotel
accommodation and tax(where applicable)at the designated conference location.Hotel incidentals,travel,
additional meals,companion events,companion travel,etc.,are the customer's responsibility.
The HUG Training Service Contract also provides 10x tokens per person for use on My Honeywell Buildings
University(MYHBU) valued at S1,000•.Customers will be awarded tokens to their MYHBU account to access
content.
Pricing Schedule HUG Americas(delete lines that do not apply)
Number of
Details
Attendees
Tler 1 Registration only xxx
Tier 2 Registration.Accommodation xxx
Total xxx
1. •Pricing Subject to change on an annual basis.
2. Note this entitlement is not refundable for customers who do not attend HUG.
3. Should the event not take place,the customer will be entitled to the eauivaient value of online training tokens
through My Honeywell Buildings University(MYHBU).
4. Accommodation will only be provided for those attendees on Tier 2 and for the duration of the Honeywell
hosted days
SCHEDULE II--LU E CONT RACTINT3 TERMS (18
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-8547-388167FC300C
SCHEDULE I EXHIBIT A-1
HONEYWELL SERVICES
Project Management
Honeywell assigns a Project Manager to oversee the coordination of work performed and to interface
with Company and its representatives through final acceptance.Specific areas of responsibility are
described below'
Liaison
Our Project Manager will represent Honeywell as its management liaison to Company. Project
management will prepare progress reports and correspondence,as required,during all phases of
this project. The Project Manager will also attend and/or prepare reports in support of reviews,
meetings, and other planning activities,as reasonably necessary to execute the Project Plan (see
below).
Project Plan
Honeywell bases its work on the estimated project schedule made part of any individual PO under
this MPA.The schedule attached to any PO under this MPA is only an estimate and is subject to
adjustment at Honeywell's sole discretion.Project management will revise the project schedule after
contract execution reflecting the general sequence of events and milestones.The schedule includes
where appropriate,a brief description of activities necessary for timely performance to this plan.
identifying a) Company approvals, b) subcontractor milestones, c) Company or third-party
milestones and performance requirements (e.g., building availability and requirements
infrastructure,interface with existing or Company furnished equipmentlirtformation systems)and d)
documentation, reports and technical specifications and drawings to be furnished by Honeywet
hereunder.This plan will highlight areas of Honeywell or Company performance which may impact
schedule, technical performance or cost. Delays caused by Company or Company's other
contractors. including actions or inactions, may result in modification of both Purchase Price and
schedule.
Document Approval
Documents prepared by Honeywell for approval by Company will be listed in the Project Plan,along
with the date by which approval will be needed. These documents include, but are not limited to,
detailed project schedule,mechanical layout drawings,critical elevation drawings,imposed vertical
loading drawings,electrical drawings,description of operation,basic physical locations of equipment,
elevations of equipment in areas where operators interface and/or access is required, locations of
electrical control devices operators' interface with and operational details relating to personnel
interfaces.Timely approval of these documents is critical to the Honeywell performance.Delays in
the review and approval process could impact project schedule and/or cost.
Subcontract Management
Our Project Manager will secure contractual relationships with Honeywell vendors and
subcontractors as required to support equipment delivery, installation, final acceptance. and
transition to post acceptance activities(e.g.,warranty, customer service).
SCHEDULE II-(GORE :C:N1 RAC:TING TERMS (19
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166318-6655-4057-8547-388167FC330C
Engineering/Development Support
Mechanical Design
Honeywell may develop detailed mechanical drawings which establish the layout of the equipment
at the worksite for any individual PO.Honeywell will submit these drawings for Company's approval.
Once approved, detailed drawings and specifications will be developed in order to release to
manufacturing and/or Honeywell subcontractors as described in the Project Plan. Our installation
layout drawings will be based upon these manufacturingreleasesand approval drawings identifying,
where appropriate, support steel designs and additional mechanical engineering changes to refine
the equipment and designed equipment layout.Timely Company approval is key to our continued
and sequenced work reflected in the project schedule.
Honeywell may provide vertical equipment loading drawings as part of our approval drawing
package.It is Company's responsibility to verify the building or structures can withstand this
loading.This applies to hanging or floor supported equipment.Any additional loading, including but
not limited to seismic events,will need to be accounted for by Company in the design of the floor or
structures.
Electrical Design
Honeywell may develop electrical device layouts and a furctional description of operation reflecting
all the electrical equipment necessary for proper installation and operation of the equipment for any
individual PO. These drawings and documents will be submitted to Company for approval in
accordance with the Project Plan.Once approved,Honeywell will produce detailed device layouts,
functional description of operation, wiring diagrams, and panel layouts. Electrical wiring will be
provided in conformance with our proposal, electrical specifications and local/state code. Any
changes required by code will be addressed with a change order.
Software Design
Honeywell may develop an overview of Company requirements and the solution, via a Customer
Solution Document(CSD),which establishes the Company software needs as part of any individual
PO. Honeywell will submit this CSD document for Company approval. It is Company's responsibility
to verify the details within the CSD and provide timely approval. The CSD is key to our continued
work efforts reflected in the project schedule. Once approved,initiatives,epics and user stories will
be developed by the Product Management and Development teams in order to meet the release
date.
if the CSD identifies that the software will need to be customized beyond the Base Software Desrgn
to meet the Company needs,such customization may result in an adjustment to the Purchase Pnce
and/or Project Schedule and will be addressed in a change order.
Software Development Services
Honeywell will provide Company with certain software development services as required to deliver
and integrate the Licensed Software in accordance with the functionality requirements of the
Statement of Work ("Software Development Services"). The customized features developed
pursuant to these Software Development Services will address any system-specific or product-
specific requirements,and will include additional Company-supported quality assurance.bug fixes.
SCHFD:AEII-CORFE ONTRACTI1dC.TERMS I 20
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID' 10166319-6655-4057-B547-388167FC300C
and testing periods. Software Development Services do not include normal and customary
upgrades,and new releases.
Honeywell Voice Distribution Center Walk Through
Honeywell may.if contracted for any individual PO,engage in Distribution Center Walk Through.
The Distribution Center Walk Through (DCWT)encompasses door to door analysis of existing
operations for potential implementation of Honeywell Voice solutions, and typically includes
Receiving, Putaway, Replenishment, Selection (Picking), Order Consolidations, Quality
Assurance/Auditing,Staging and Loading.Worker disruption is avoided as much as possible as The
primary purpose is to observe and understand. This is a high-level,visual overview only to identify
potential areas for operational improvement through the use of voice solutions. It is not a safety or
risk assessment of the equipment or operations in place.
Upon completion of the DCWT,Company will be asked to schedule a date for an executive meeting
to review the results of the DCWT.At that meeting,the Honeywell Voice team will provide a sum may
of their observations and opportunities for operational improvement and potential return on any
investment.Recommendations may include process changes,technology changes,or both.In areas
where it is determined there is an opportunity to improve key business,Honeywell Voice will provide
a comprehensive proposal and description of the solution for your review (Observations and
Considerations Document(OCD)).
As Built Drawings
The project schedule will identify when,after the final acceptance of the material handling system,
Honeywell will furnish as-builtdrawings reflecting the equipment,dev ices,and panel layouts installed
at the worksite. As-built drawings shall be provided electronically.
Installation Services
Honeywell will provide the labor,tools.equipment,and services necessary to unload and install the
Honeywell provided equipment as outlined within this proposal.Honeywell will perform installation in
accordance with the Project Plan, using mechanical and electrical installation crews.Accordingly,
should Honeywell be required to perform such services using union installation labor or to furnish
labor at prevailing wages or under specific installation crew member ratios different from Honeywell
labor practices,the price and schedule impact will be incorporated into the Project by a change order.
Safety of Persons and Property
Our site supervisors and installers will install the material handling system following all applicable
OSHA requirements and reasonable site rules maintained by Company for workplace safety.We
ask that Company furnish Honeywell with such rules as necessary. Upon receipt. Honeywell wil
notify Company if there are material changes to its planned execution of safety practices for this
work. Honeywell shall undertake reasonable precaution to safeguard Company real and personal
property,and promptly report any damage or unsafe condition to Company.Honeywell shall remain
responsible for the reporting of all spills of hazardous materials caused by Honeywell. in ful
compliance with state and federal requirements. Honeywell will coordinate with Company safety
team on-site and will take reasonable care and concern of the personal property of Company affected
by our performance.
SCHEDULE II-LX)RE CONTRACTING TERMS 21
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
Permitting and Licensing
The permitting and licensing processes vary throughout the country.The process of securing site-
specific work approvals from government agencies is iterative and frequently difficult to estimate and
schedule at the time of proposal preparation and is only fully known well into execution of a project
Since this iterative process is unpredictable and will often require coordination with building,
Company and third-party consultants, Honeywell will include an estimated permit processing
duration for each PO,which is reflected in the project schedule.This process may be dependent
upon permitting and zoning of the Worksite, which Is controlled by Company or its third-party
contractors.If application is delayed or the process takes longer,there may be schedule and price
impact which will be incorporated into the Project by a change order signed by both parties. Unless
otherwise noted within: Honeywell will obtain the applicable permits or licenses for the proposed
scope of work. 1 he cost of obtaining the applicable permits or licenses,including Honeywell's costs,
administrative fees,and any other third-party fees(such as those necessary to obtain PE stamped
drawings,if required),will be included in any proposals if possible, and will otherwise be incorporated
into the Project by a change order.
Leaving the Worksite
Honeywell will remove its tools,ancillary equipment,supplies,and materials from all worksites at the
conclusion of work. Honeywell shall perform final cleanup at the worksite to leave the areas
associated with equipment installation in"broom clean"condition.
Field Wiring
Honeywell shall,or cause its subcontractors to.provide field wiring of electrical equipment if relevant
under any individual PO.Field wiring includes installation of electrical control panels, EMT conduit
and/or wire way,and wiring from the panels to the various field devices to be furnished by Honeywell.
SCHEDULE 11-CORE CONTRACTING TERMS 122
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-6547-388167FC300C
SCHEDULE I - EXHIBIT B-1
PAYMENT TERMS
Payment terms shall be as tollows:
Monthly Progress Payments. Honeywell will invoice at least monthly for all delivered materials(or
stored,if Buyer is responsible for transportation and has failed to do so by the agreed pick-up date)
and for all installation, labor, and services performed, both on and off the job site, less
retairlage. Determination of the progress completed shall be at Honeywel►'s sole discretion.
SCHEDULE II—CORE C C*l i RACTINC;rERMS 123
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-8547-388167FC300C
SCHEDULE I - EXHIBIT B-2
PRICING NOTES
Honeywell's pricing is based on the information contained in any PO under this Agreement,including
any Company provided documentation referenced herein,Honeywell'sstandard product and service
offerings,and our standard terms and conditions or other mutually agreed to terms as referenced
within the Agreement. New or additional equipment, services, performance requirements, or
obligations in the terms and conditions may affect scope,scheduling and/or pricing for this project.
1. In the event of any inconsistency between the pricing terms in Schedule I and the Price
Adjustment provision in Schedule II,the Price Adjustment provisions contained in Schedule
II shall control.
2. The Purchase Price includes the cost of standard freight.In the event requests by Company
or changes by Company require expedited or inefficient shipping,such additional costs for
freight will be invoiced for reimbursement,plus handling. If Honeywell prepays charges for
any special routing, packing, labelling, handling, or insurance requested by Company,
Company will reimburse Honeywell within thirty(30)days of receipt of an invoice for those
charges.If for any reason Honeywell's cost of freight increases by more than 10%over the
price for standard freight included,the difference will be invoiced for reimbursement, plus
handling.
3. The Purchase Price for any individual PO includes federal,state,county,municipal tax,sales
or use tax,or any other tax,fines,assessments,penalties,import or export duties,tariffs,or
customs charges(collectively"Tax(es)").If an amount is listed for"Estimated Taxes"above,
such amount may or may not reflect the actual final sales tax owed and is provided for
informational use only.The taxability of items and the applicable tax rates are calculated with
information available as of the date of each invoice.This information may change without
notice. If Company is claiming an exemption from any Tax,Company must provide a valid
exemption certificate.Regardless,Company remains responsible at all times for all Taxes
owed under this project.
4. The pricing breakdownslisted above,if any,are for accounting purposes only and should not
be considered as stand-alone prices.
•
SCHEDULE II -CORE CONTRACTING TERMS l24
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
SCHEDULE I - EXHIBIT C
WARRANTY
The Products and Services provided hereunder will be warranted in accordance with the Master
Agreement/attached terms and conditions.
1. LIMITED WARRANTY. COMPANY'S EXCLUSIVE REMEDIES AND HONEYWELL'S SOLE
LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT OR SERVICE SOLD IN
CONNECTION WITH THIS AGREEMENT IS AS SET FORTH IN THIS SECTION.
NOTWITHSTANDING SECTIONS 6,8,9,11,AND 16 OF THE CORE CONTRACTING TERMS,
SUCH REMEDIES ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF
HONEYWELL,INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR
DAMAGE, LOSS, OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL,
CONSEQUENTIAL, PUNITIVE,OR INCIDENTAL)ARISING OUT OF OR IN CONNECTION
WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS OR SERVICES.
CREDIT,REPAIR,OR REPLACEMENT(AT HONEYWELL'S OPTION)IS THE SOLE REMEDY
PROVIDED HEREUNDER.NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON
HONEYWELL UNLESS SET FORTH IN WRITING AND SIGNED BY A HONEYWELL
AUTHORIZED REPRESENTATIVE.
2. Product Warranty Terms. Subject to compliance with this Section, Honeywell will replace or
repair any product Honeywell provides under this Agreement that fails within the warranty period
of one (1) year because of defective workmanship or materials, except to the extent the failure
results from Company negligence, fire,lightning, water damage, or any other cause beyond the
control of Honeywell. This warranty is effective as of the date of Company acceptance of the
product and shall terminate and expire one (1) year after such effective date. Honeywell's sole
obligation, and Company's sole remedy, under this warranty is repair or replacement, at
Honeywell's election, of the applicable defective products within the one (1)year warranty period.
All products repaired or replaced, if any, are warranted only for the remaining and unexpired
portion of the original one (1)year warranty period.
3. Services Warranty. Services shall be performed in a professional and workmanlike manner
warranted for one (1) year from Honeywell's installation and Company's inspection and written
acceptance of all services(the"Service Warranty Period"). Honeywell's obligation and Company's
sole remedy under this warranty is that Honeywell will correct or re-perform defective services or
refund fees paid for the services, at Honeywell's sole election, if Company notifies Honeywell in
writing of defective services within the Service Warranty Period. All services reperformed are
warranted for the remainder of the original Service Warranty Period.
4. Warranty Exclusions. THIS WARRANTY IS VOID WITH RESPECT TO ANY PRODUCT OR
SERVICE THAT IS:
(a) Software;
(b) altered or repaired by anyone other than Honeywell's authorized employees or agents,
(c) instated, used, serviced, or maintained in a manner that fails to conform with Honeywell
Product documentation or training;
(d) lost or damaged, tampered with, or destroyed due to (I) rough or negligent treatment of the
Product (including, without limitation, damage during shipment back to Honeywell caused by
improper packaging on return);(II)an act of God(including, without limitation, lightning or related
voltage surges); or(iii)any other cause not within Honeywell's control, including,without limitation,
SCHEDULE tI-(JJRE CON TRAGTtNG TERMS 125
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
Company's failure(or that of its customers)to apply required or recommended updates or patches
to any Software or device in the Product's network environment;and
(e) third party products.
5. Procedure for Warranty Claim. If,during the applicable Warranty Period, Company believes
there is a defect in material or workmanship covered by the relevant Product warranty, Company
must immediately discontinue use of the defective work, material, and/or equipment. and notify
Honeywell. Company shall coordinate with Honeywell to facilitate the warranty assessment.
Upon receipt of any such Product during the applicable Warranty Period, Honeywell shall, at its
expense, (i) examine the product to verify the alleged defect, (ii) in Honeywell's sole discretion,
credit Company or repair or replace any defective Product, including shipment of such
replacement or repaired Product back to Company (at Honeywell's expense). Honeywell will
credit Company for its return shipping costs for any defective Products.
6. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION.
HONEYWELL MAKES NO REPRESENTATIONS OR WARRANTIES,WHETHER WRITTEN,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR
PURPOSE AND ANY AND ALL WARRANTIES REGARDING HAZARDOUS SUBSTANCES
OR MOLD. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON HONEYWELL
UNLESS SET FORTH IN WRITING AND SIGNED BY HONEYWELL'S AUTHORED
REPRESENTATIVE.
xr,�u:MitE $ -1101,2 CinNTRACTINC TERMS 126
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
SCHEDULE II - CORE CONTRACTING TERMS
1. RELATIONSHIP OF THE PARTIES
1.1 Honeywell shall perform and execute the provisions of this Agreement at all times as an
independent contractor, and none of Honeywell, any subcontractor, nor any of their respective
employees, agents, or representatives shall be, represent, act or purport to be deemed for any
purpose to be an agent, servant, representative, or employee of Company,nor shall Honeywell,
any subcontractor, nor any of their respective employees, agents, or representatives be treated
as an employee of Company for any purpose, including tax and social security coverage and
withholding, or any Company provided employee benefits. Nothing herein shall create a
relationship of joint venture or partnership between Company and Honeywell, and neither Party
shall have the authority to bind or obligate the other in any manner as a result of the relationship
created hereby.
1.2 Company acknowledges and agrees that Honeywell may elect to have portions of the Work
accomplished through subcontractors but shall remain fully responsible for such subcontractor's
performance and compliance with this Agreement. Any subcontractors performing Services shall
have any licenses or other accreditations required by Applicable Law and shall either be covered
by Honeywell's insurance or maintain their own insurance coverage at least equal to the insurance
coverage required of Honeywell under Section 5. Honeywell shall be solely responsible for paying
subcontractors and for managing and coordinating their work. No contractual relationship shall
exist between Company and any subcontractor with respect to the Work to be performed pursuant
to this Agreement, and no subcontractor is intended to be or shall be deemed a third-party
beneficiary of this Agreement.
2. WORKING HOURS
Unless otherwise stated, all labor and services under this Agreement will be performed during
typical working hours of 8:00 a.m. -4:30 p.m. local time Monday through Friday (or applicable
typical working hours for the region in which the work s being performed), excluding federal
holidays (in regions where applicable) ("Normal Working Hours"). If for any reason Company
requests Honeywell to furnish any such labor or services outside of Normal Working Hours, any
overtime or other additional expense occasioned thereby, such as repairs or material costs not
included in this Agreement, shall be billed to and paid by Company.
3. TAXES
3.1 Company understands that Honeywell's pricing includes taxes (including but not limited to,
sales, use, excise, value-added, and other similar taxes), tarrffs and duties (including but not
limited to amounts imposed upon any products or goods made available under this Agreement or
bill of material relating thereto under any law, rule or regulation but not income taxes(collectivey
"Taxes")).Company will pay all Taxes resulting from this Agreement or Honeywell's performance
under this Agreement, whether imposed, levied,collected,withheld, or assessed now or later. If
Honeywell is required to impose, levy. collect,withhold or assess any Taxes on any transaction
under this Agreement, then in addition to the Price, Honeywell will invoice Company for such
Taxes unless at the time of execution of this Agreement. Company furnishes Honeywell with an
SCHEDULE II CAME CON TRACT INC,-7 _HMS; 27
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope IL): 10166319-6655-4057-854/-38816/FC3000
exemption certificate or other documentation sufficient to verify exemption from the Taxes to the
satisfaction of Honeywell.
If any Taxes are required to be withheld from amounts paid or payable to Honeywell under this
Agreement, (a)such withholding amount will net be deducted from the amounts due Honeywell
as originally priced,(b)Company will pay the Taxes on behalf of Honeywell to the relevant taxing
authority in accordance with applicable law, and(c)Company will forward to Honeywell,within 60
calendar days of payment, proof of Taxes paid sufficient to establish the withholding amount and
the recipient.
In no event will Honeywell be liable for Taxes paid or payable by Company. This clause will
survive expiration or any termination of this Agreement. Any Taxes provided in the Agreement
are estimates only.
3.2 Tax-Related Cooperation. Company agrees to execute any documents and to provide
additional reasonable cooperation to Honeywell related to Honeywell tax filings under Internal
Revenue Code Section 1790. Honeywell will be designated the sole Section 179U beneficiary.
4. PROPRIETARY INFORMATION
4.1 Authorized Use. To the extent permitted under Chapter 119 of the Florida Statutes,
Company will:
(a) use the Confidential Information only for the performance of the Agreement("Purpose");
(b) disclose Confidential Information only (1)to its employees and any subcontractors or third
parties ("sub-processors') required to have Confidential Information for the Purpose and
who are legally bound in writing to Company to protect the Confidential Information in
accordance with terms and conditions no less stringent than those imposed under this
Agreement and(2)if required to by Chapter 119 of the Florida Statutes.
(c) protect Confidential Information using the same degree of care, but no less than
reasonable care,as Company uses to protect information of a like nature that is exempt
from the disclosure requirements under the Public Records Act;
(d) reproduce the restrictive legends of the original on copies it makes;and
(e) disclose Confidential Information to a third party only if authorized in writing and under
conditions required by Honeywell, except as required by Chapter 119 of the Florida
Statutes.
4.2 Limitations. Confidential Information will not include any information that:
a) was in Company's possession and not subject to an obligation of confidentiality before
receipt from Honeywell;
(b) is or becomes legally available in the public domain through no fault of Company;
SCHEDULE II--CORE CONTRACTING TERMS 12a
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID.10166319-6655-4057-B547-388167FC300C
(c) was rightfully received by Company from a third party who had no obligation of
confidentiality,either directly or indirectly, to Honeywell:
(d) was independently developed by Company without use of or reference to Honeywell's
Confidential Information. If Company is required to disclose Confidential Information by
applicable law,statute, regulation, or court order, Company will:
a. give Honeywell prompt written notice of the request and a reasonable opportunity
to object to the disclosure and seek a protective order or appropriate remedy;and
b. disclose Confidential Information only to the extent required; or
(e) Must be disclosed pursuant to the requirements of Chapter 119 of the Florida Statutes.
4.3 Breach of Obligation. Company agrees that a breach of the confidentiality obligations under
this Section will cause irreparable damage for which money damages will not be fully adequate,
and Honeywell would be entitled to seek injunctive relief, in addition to any other legal remedies.
4.4 Standard of Care. Company agrees to comply with all applicable law or regulation relating
to its use of Persona! Data,which shall include,without limitation, requirements that the Company
(a) take appropriate technical and organizational security measures or such measures
required by Honeywell to protect Personal Data;
(b) indemnify Honeywell against all losses, costs, expenses, damages, liabilities, demands,
claims, actions, or proceedings which Honeywell may suffer incur arising out of any
Security Breach or other breach of this Section concerning Confidential Information
(including by any employee or sub-processor);and
(c) promptly notify Honeywell about any Security Breach, any request for disclosure of
Personal Data by a law enforcement agency(unless otherwise prohibited) or any requests
received by individuals to whom Personal Data relates, without responding to such request
unless otherwise authorized by Honeywell.
5. INSURANCE OBLIGATIONS
5.1 Honeywell shall. at its own expense, carry and maintain in force at all times from the effective
date of the Agreement through final completion of the Work the following insurance. It is agreed,
however, that Honeywell has the right to insure or self-insure any of the insurance coverages
listed below. Honeywell shall include both the Company and OVG360 as additionally insured
parties.
(a)Commercial General Liability Insurance to include contractual liability, products/completed
operations liability with a combined single limit of USD1$2.000.000 per occurrence. Such
policy will be written on an occurrence form basis:
(b) If automobiles are used in the execution of the Agreement,Automobile Liability Insurance
with a minimum combined single limit of USD1$2,000,000 per occurrence. Coverage will
include all owned, leased, non-owned and hired vehicles.
SCHEDULE II-CORE CONTRACTING TERMS 29
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167C300C
(c)Where applicable, "All Risk" Property Insurance, including Builder's Risk insurance, for
physical damage to property which is assumed in the Agreement.
(d) Workers' Compensation Insurance Coverage A - Statutory limits and Coverage B-
Employer's Liability Insurance with limits of USD1$1,000,000 for bodily injury each
accident or disease.
5.2 Company shall, at its own expense, carry and maintain in force at all times during the duration
of this Agreement its own commercial general liability and property insurance in an amount
customary for the size of Company's business and properties. It is agreed, however, that
Company has the right to insure or self-insure any of the insurance coverages
5.3 All insurance required in this Section 5 will he written by companies with a rating of no less
than "A-, XII" by A.M. Best or equivalent rating agency. The Parties will endeavor to provide a
thirty (30) day notice of cancellation or non-renewal to the other Party. In the event that a self-
insured program is implemented, either Party will provide adequate proof of financial
responsibility.
6. HAZARDOUS SUBSTANCES, MOLD, AND UNSAFE WORKING CONDITIONS
6.1 Company acknowledges that it has not received notice from any source(formal or informal)
of,nor is it aware of: (a)Hazardous Substances or Mold(each as defined below), either airborne
or on or within the walls, floors, ceilings, heating, ventilation and air conditioning systems,
plumbing systems, structure, and other components of the worksite location(s) for any PO
contemplated under this Agreement, or within furniture, fixtures, equipment, containers or
pipelines in any of the Worksite Location(s); or (b) conditions that might cause or promote
accumulation,concentration, growth or dispersion of Hazardous Substances or Mold on or within
such locations. Should Company become aware of any such condition, it will promptly notify
Honeywell.
6.2 Honeywell is not responsible for determining whether any equipment or the temperature,
humidity and ventilation settings used by Company,are appropriate for Company and the worksite
location(s) with respect to avoiding or minimizing the potential for accumulation, concentration,
growth or dispersion of any Hazardous Substance or Mold.
6.3 If any such materials, situations, or conditions, whether disclosed or not, are discovered by
Honeywell or others and provide an unsafe condition for the performance of the Work, the
discovery of the condition shall constitute a cause beyond Honeywell's reasonable control and
Honeywell shall have the right to cease the Work until the area has been made safe by Company
or Company's representative, at Company's expense. Honeywell shall have the right to terminate
this Agreement if Company has not fully remediated the unsafe condition within sixty(60)days of
discovery.
6.4 Company represents that Company has not retained Honeywell to discover, inspect,
investigate, identify, be responsible for, prevent or remediate Hazardous Substances or Mold or
conditions caused by Hazardous Substances or Mold.
Honeywell shall have no duty, obligation or liability, all of which Company expressly waives, for
any damage or claim, whether known or unknown, including but not limited to property damage,
personal injury. loss of income, emotional distress, death, loss of use, loss of value, adverse
SCHI OULs II-CORE CON I RACI IN( I EHMS 30
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
health effect or any special, consequential, punitive, exemplary or other damages, regardless of
whether such damages may be caused by or otherwise associated with defects in the Work. in
whole or in part due to or arising from any investigation, testing, analysis, monitoring, cleaning,
removal, disposal, abatement, remediation, decontamination, repair, replacement, relocation,
loss of use of building, or equipment and systems,or personal injury,death or disease in any way
associated with Hazardous Substances or Mold,except to the extent that the Work performed by
Honeywell has caused the release or spread of any Hazardous Substance or Mold.
6.5 Company will maintain a safe workplace for performance of the Services onsite by Honeywel
and will ensure that it has health and safety protocols in place addressing the COVID-19 pandemic
as needed, as well as any applicable federal, state, and local laws regarding workplace safety.
Company will ensure that its workplace is free of any recognized hazards that are likely to cause
death or serious physical harm.
7. WARRANTY
All warranty information can be found in the transaction specific terms located in Schedule I —
Exhibit C of this Agreement.
8. INDEMNITY
Honeywell agrees to indemnify,defend and hold harmless Company,and its Convention Center
management team, OVG360.and their respective officers, directors, employees, affiliates and
agents from and against any and all actions, lawsuits, losses, damages, liabilities, claims,costs
and expenses (including. without limitation, reasonable attorneys' fees)caused by,arising out ci
or relating to Honeywell's material breach or alleged material breach of this Agreement or the
negligence or willful misconduct(or alleged negligence or willful misconduct)of Honeywell or any
other person under Honeywell's control or for whom Honeywell is responsible. Honeywell may
not enter into any settlement or consent to any judgment without the prior written approval of each
indemnitee. This Section 8 shall survive termination or expiration of this Agreement for any
reason.
9. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT AS TO
EACH PARTY'S INDEMNITY OBLIGATIONS,IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY,
STATUTORY,OR INDIRECT DAMAGES,LOSS OF PROFITS,REVENUES,OR USE,OR THE
LOSS OR CORRUPTION OF DATA OR UNAUTHORIZED ACCESS TO OR USE OR
MISAPPROPRIATION OF DATA BY THIRD PARTIES, EVEN IF INFORMED OF THE
POSSIBILITY OF ANY OF THE FOREGOING. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS WILL APPLY WHETHER
LIABILITY ARISES FROM BREACH OF CONTRACT,WARRANTY,TORT,OPERATION OF
LAW,OR OTHERWISE.
10. EXCUSABLE DELAYS
10.1 Force Majeure.Except for payment obligations,neither party will be liable to the other for any
failure to meet its obligations due to any force majeure event. Force majeure is an event beyond the
reasonable control of the non-performing party and may include but is not limited to:
A. Delays or refusals to grant an export license or the suspension or revocation thereof,
SCHLOULE .RFCO')l,7RAC:MG TERMS 131
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
B. Any other acts of any government that would limit a party's ability to perform under this
Agreement,
C. Fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather
conditions,or any other acts of God,
D. Pandemics,quarantines,or regional medical crises,
E. The presence of Hazardous Substances of Mold,
F. Industry-wide Shortages or inability to obtain materials,equipment,energy,or components,
G. Labor strikes or lockouts,
H. Riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict.
terrorism,or war,declared or not(or impending threat of any of the foregoing,if such threat
might reasonably be expected to cause injury to people or property),
I. Inability or refusal by Company's directed third-party suppliers to provide Honeywell parts,
services,manuals,or other information necessary to the products or services to be provided
by Honeywell under this Agreement,or
J. Any other cause beyond a Party's reasonable control.
If a force majeure event causes a delay, then the date of performance for any PO under this
Agreement will be extended by the period of time that the non-performing party is actually delayec,
or for any other period as the parties may agree in writing.
When performance is excused, Honeywell may allocate its services or its supplies of materials
and products in any manner that is fair and reasonable. However.Honeywell will not be obligated
to obtain services, materials or products from other sources or to allocate materials obtained try
Honeywell from third parties for Honeywell's internal use.
Should any part of the system or any equipment in each case that are related to the Work be
damaged by fire,water, lightning, acts of God,the presence of Hazardous Substances or Mold,
third parties,or any other cause beyond the control of Honeywell,any repairs or replacement shall
be paid for by Company.
10.2 Intentionally Omitted.
10.3 Company Delay. Honeywell is not liable for any delays or increased costs caused by delays
in obtaining parts, materials, equipment, services or software from a Company-designated
supplier, for Company's failure to timely provide information required for the Work, or any other
delay caused by Company. If Company-caused delays occur,then the price,delivery dates, and
other affected terms will be adjusted to reflect increased cost, delay, and other adverse impact
suffered by Honeywell. Any Work that is delayed for more than three months or into the next
calendar year by Company or events controlled by Company will be subject to an adjustment in
price for any increase. For illustrative purposes only, and without limitation, events impacting
price may include: (i)the cost of steel, copper, or aluminum, (ii) the cost of any buy-out items
including additional cost based on a fluctuation in currency exchange rate, (iii) the cost of
mechanical installation or electrical installation labor required for on-site work and/or installation,
and (iv)the cost of pre-building and storing equipment at Honeywell's sole discretion.
11. PATENT INDEMNITY
SCHEDULE II-CORE CONTRACTING TERMS 132
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-B547-388I67FC300C
11.1 Honeywell will defend Company,with counsel reasonably satisfactory to Company.against
any suit arising out of any actual or alleged patent or copyright infringement of a valid United States
patentor copyright,to the extent based on the Product as delivered by Honeywell,and indem nify for
any final judgment assessed against Company resulting from such suit provided that Company
notifies Honeywell in writing promptly after Company is apprised of the third-party claim, and
Company agrees to give sole and complete authority, information and assistance (at Honeywelfs
reasonable expense)for the defense and disposition of the claim.
11.2 Honeywell will not be responsible for any compromise or settlement made without Honeywelfs
prior written consent. Because Honeywell has sole control of resolving infringement claims
hereunder,in no event will Honeywell be liable for Company's attorney fees or costs.
11.3 Honeywell will have no liability or obligation to defend and indemnify Corn pany with respect to
claims of infringement arising out of or based on: (a) Products supplied pursuant to Company's
designs,drawings or manufacturing specifications;or(b)"Products used other than for their ordinary
intended purpose as documented in the Product documentation':or (c) any combination of the
Product with any section or service not furnished by Honeywell;or(d)use of other than the latest
version of software Product released by Honeywell;or(e)any modification of the Product other than
a modification by Honeywell;or(f)damages based on a theory of liability other than infringemait by
the Product.
11.4 Further,Company agrees to indemnify and defend Honeyweli to the same extent and subject
to the same restrictions set forth in Honeywell's obligations to Company as set forth in this"Indemnity
Against Patent and Copyright Infringement"section for any claim against Honeywell based upon a
claim of infringement resulting from (a), (b), (c), (d),or(e)of the preceding paragraph.
11.5 If a claim of infringement is made,or if Honeywell believes that such a claim is likely,Honeywell
may,at its option,and at its expense:(a)procure for Com pany the right to continue using the Product
(b)replace or modify the Product so that it becomes non-infringing;or(c)accept return of the Product
or terminate Company's license to use the infringing Product in the case of a software Product and
grant Company a credit for the purchase price or license tee paid for such Product,less a reasonable
depreciation for use,damage,and obsolescence. Further,Honeywell may cease shipping infringing
Products without being in breach of this Agreement.
11.6 Intentionally Omitted.
11.7 Any liability of Honeywell under this"Indemnity Against Patent and Copyright Infringement'is
subject to the provisions of the"Limitation of Liability"section of this Agreement.
11.8 THIS SECTION 11 STATES HONEYWELL'S TOTAL LIABILITYAND COMPANY'S SOLE
REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT BY THE
HARDWARE MANUFACTURED AND PROVIDED BY HONEYWELL HEREUNDER. ALL
OTHER WARRANTIES AGAINST INFRINGEMENT OR MISAPPROPRIATION OF ANY
INTELLECTUAL PROPERTY RIGHTS,STATURORY,EXPRESS,OR IMPLIED ARE HEREBY
DISCLAIMED.
12. DISPUTE RESOLUTION
For any controversy or clam,whether or not arising out of or related to the installation, monitoring,
and/or maintenance of fire and/or security systems, the Parties agree that such dispute,
controversy, action, cause of action, or claim between Honeywell and Company shall first be
referred to an executive level employee of each Party who shall meet and confer with his/her
SCHEDULE II -CORE CONTRACTING TERMS ;33
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
counterpart to attempt to resolve the dispute ("Executive Review")as follows: the disputing Party
shall initiate Executive Review by giving the other Party written notice of the controversy and shall
specifically request Executive Review of said controversy in such notice. Within twenty (20)
calendar days of any Party's written request for Executive Review,the receiving Party shall submit
a written response. Both the notice and response shall include a statement of each Party's
position and a summary of the evidence and arguments supporting its position. Within thirty (30)
calendar days of any Party's request for Executive Review, the City Manager. on behalf of the
Company, and Honeywell's Service Business Leader, on behalf of Honeywell, shall meet and
confer with his/her counterpart to attempt to resolve the dispute. Each representatve shall have
full authority to resolve the dispute.
In the event that a controversy has not been resolved within thirty-five(35) calendar days of the
request for Executive Review either Party may initiate mediation by providing written notice to the
other Party,which shall be conducted by a mutually agreed-upon mediator in Miami-Dade County.
Each Party shall assume its own costs and attorneys' fees,and the compensation and expenses
of the mediator and any administrative fees or costs associated with the mediation proceeding
shall be borne equally by the Parties. The Parties shall not, however,be required to mediate the
controversy.
Either Party may apply to the arbitrator seeking injunctive relief until the arbitration award is rendered
or the controversy is otherwise resolved. Either Party also may,without waiving any remedy under
this Agreement, seek from any court having jurisdiction any interim or provisional relief that is
necessary to protect the rights or property of that Party,pending the arbitrator's determination of the
merits of the controversy.
If any dispute, or response to any dispute, includes an allegation that potentially concerns whether
any intellectual property right owned, controlled or licensable by either Party is invalid,
unenforceable or infringed or misappropriated, or is otherwise limited in scope or application, then
either Party may, in its sole discretion, elect to have that dispute adjudicated before a court of
competent jurisdiction and this section will not be binding on either Party with respect to that
dispute in its entirety or any related dispute, including any portions of a dispute that do not concern
intellectual property rights.
13. NOTICES
Every notice between the parties relating to the performance or administration of this Agreement
will be made in writing and, if to Company, to Company's authorized representative or, if to
Honeywell, to Honeywell's authorized representative.
All notices required under this Agreement will be deemed received either:
(a) Two calendar days after mailing by certified mail,return receipt requested and postage
prepaid:
(b) One business day af lei deposit for next day delivery with a commercial overnight
carrier provided the carrier obtains a written verification of receipt from the receiving
party;or
(c) If sent by e-mail, upon receipt of a non-automated response from the receiving party
confirming receipt of the notice.
To Honeywell:
9315 NW 112'h Ave
SCHEDULE II-COB=CONTRACTINGTERMS 134
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
Miami, FL 33178
Attn:Service Business Leader
For legal notices related to this Agreement send an additional copy to:
To Honeywell
9315 NW 112'h Ave
Miami, FL 33178
Attn: Service Business Leader
To Company:City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn:City Manager
For legal notices related to this Agreement send an additional copy to:
1700 Convention Center Drive
Miami Beach. Florida 33139
Attn:City Atturney
14. PAYMENT AND SUSPENSION OF WORK
14.1 If Honeywell, having performed work per Agreement requirements, does not receive
payment within thirty (30)calendar days after submission of a Honeywell invoice,Honeywell may
suspend work until Company provides a remedy.
14.2 Payment for all orders will be made at the time of order placement. Payment for that order will
be due no later than 60 calendar days from the date of the invoice,unless a shorter time period is
specified on the invoice or otherwise communicated to Company in writing.
14.3 Partial shipments will be invoiced as they are shipped. Honeywell is not required to provide
a hard copy of the invoice. Payments must be made in U.S.currency unless agreed otherwise in
writing and must be accompanied by remittance detail containing at a minimum the Company's
order number,Honeywell's invoice number and amount paid per invoice;Company agrees to pay
a service fee in the amount of$500 for each occurrence for its failure to include the remittance
detail and minimum information described above. Payment may be made via electronic transfer.
14.4 Payments must be in accordance with the ''Remit To" field on each invoice. If Company
makes any unapplied payment and fails to reply to Honeywell's request for instruction on
allocation within seven (7) calendar days, Honeywell may set off such unapplied cash amount
against any Company past-due invoice(s)at its sole discretion. An unapplied payment shall mean
payment(s)received from Company without adequate remittance detail to determine what invoice
the payment(s)shall be applied to.
14.5 Disputes as to invoices must be accompanied by detailed supporting information. Honeywel
reserves the right to correct any 'naccurate invoices. Any corrected invoice must be paid by the
original invoice payment due date or the issuance date of the corrected invoice,whichever is later.
14.6 If Company is delinquent in payment to Honeywell, Honeywell may at its option:
i. withhold performance until all delinquent amounts and late charges, if any, are paid;
ii. repossess Products or software f or which payment has not been made;
SCHEDULE Ir-cX)RE CONTRA;TING TERMS 135
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
iii. assess late charges on delinquent amounts at the lower of 1.5% per month or the
maximum rate permitted by law, for each full or partial month,
iv. recover all costs of collection,including but not limited to reasonable attorneys'fees:
v. combine any of the above rights and remedies as may be permitted by applicable law.
These remedies are in addition to those available at law or in equity. Honeywell may re-evaluate
Company's credit standing at any time and modify or withdraw credit. Company wll not set off or
recoup any invoiced amounts or any portion thereof against sums that are due or may become
due from Honeywell, its parents, affiliates,subsidiaries, or other divisions or units.
15. DELIVERY
Unless otherwise agreed in any individual Statement of Work,delivery of equipment not agreed
on the face hereof to be installed by or with the assistance of Honeywell shall be the responsibility
of Honeywell until installed, inspected, and accepted by the Company. Delivery of equipment
agreed on the face hereof to be installed by or with the assistance of Honeywell shall be 'Cost,
Insurance and Freight" ("C.I.F.") at site of installation. Any delays or damages caused by the
freight carrier are expressly disclaimed by Honeywell and are the sole responsibility of the freight
carrier. In the event of a delay to the Work caused by Company, Company is responsible for
storage of delivered equipment. Honeywell reserves the right to deliver at a date equipment or
product is available irrespective of the delivery dates provided by Company.
16. DAMAGE OR LOSS
Honeywell shall not be liable for damage to or loss of equipment and software after (1) delivery
to destination determined by this Agreement or any applicable prime contract and (2)inspection
and written acceptance by Customer. If thereafter, and prior to payment in full to Honeywell by
Company,any such equipment or software is damaged or destroyed by any cause whatsoever,
other than by the fault of Honeywell,the Company agrees promptly to pay or reimburse Honeywel
for such loss.
17. TERMINATION
Either Party may terminate this Agreement and any or all unperformed Purchase Orders arising out
of or related to this Agreement,by giving written notice to the other Party upon the occurrence of any
of the following events
A. The other Party materially breaches this Agreement and fails to remedy the breach within
thirty (30) calendar days after receipt of written notice that specifies the grounds for the
material breach. Provided however.if the breach cannot reasonably be cured within thirty
(30)days,such Party shall not be in breach if such Party provides a reasonably acceptable
plan and diligently pursues cure.
B. The other Party fails to make any payment required to be made under this Agreement when
due, and fails to remedy the breach within three (3) calendar days after receipt of written
notice of non-payment;or
C. Any insolvency or suspension of the other Party 's operations or any petition filed or
proceeding made by or against the other Party under any state,federal or other applicable
SCHEDULE II •GORE CONTRACTING 1 ERIo5 136
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC30 C
law relating to bankruptcy,arrangement,reorganization,receivership,or assignment for the
benefit of creditors or other similar proceedings.
In the event Company exercises its right to terminate under the provisions of this Section,Company
shall remain responsible for payment of the portion of Work that has been performed as of the date
of termination,as well as all associated costs. In the event Company attempts to terminate without
providing sufficient time to cure as outlined above or terminates for other reason,Company shall be
responsible for a termination fee of thirty percent(30%)of the total amount due under the Agreement
in addition to all costs incurred and payment feral!Work performed as of the date of the termination.
Termination does not affect any debt, claim,or cause of action accruing try any Party against the
other before the termination.The rights of termination provided in this clause are riot exclusive d
other remedies that either Party may be entitled to under this Agreement or in law or equity.
Honeywell may suspend performance under this Agreement if Honeywell determines that
performance may cause a safety, security, or health risk.
18. CHANGES IN THE WORK
18.1 A Change Order is a written order signed by Company and Honeywell authorizing a change
in the Work or adjustment in the Price or a change to the schedule.
18.2 Company may request Honeywell to submit proposals for changes in the Work,subject to
acceptance by Honeywell. If Company chooses to proceed, such changes in the Work will be
authorized by a Change Order.
18.3 Honeywell may make a written request to Company to modify this Agreement based on the
Company's action or inaction, receipt of,or the discovery of,information that Honeywell believes
will cause a change to the Work, Price, schedule, level of performance, or other facet of the
Agreement. Honeywell will submit its request to Company within a reasonable time after receipt
of,or the discovery of,information that Honeywell believes will cause a change to the Work,Price,
schedule, level of performance.or other facetof the Agreement. Honeywell's request will include
information necessary to substantiate the effect of the change and any impacts to the Work,
including any cnange in schedule or Price.Company will have five(5)business days to acceptor
reject the Change Order. If Company and Honeywell cannot agree on the amount of the
adjustment in the Price, or the schedule, it shall be escalated to the VP of operations, general
manager of the business, or business leader with similar responsibilities. If no agreement can be
reached, it shall be escalated to the president for which the business resides. Any change in the
Price or schedule resulting from such claim shall be authorized by Change Order. If Company
rejects the Change Order, Honeywell shall not be obligated to perform the additional or altered
Work.
19. ACCEPTANCE OF THE WORK
Unless test and acceptance criteria are otherwise stated and defined in the Statement of Work,
which shall take precedence over any conflicting provision of the Section 19, upon receipt d
notice by Honeywell that the Work is ready for final inspection and acceptance. unless otherwise
agreed by the parties, Company will makesuch final inspection and issue acceptance within three
(3) business days. Acceptance will be in a form provided by Honeywell, stating that to the best
of Company's knowledge, information and belief, and on the basis of Company's on-site visits
and inspections, the Work has been fully completed in accordance with the terms and conditions
of this Agreement. If Company finds the Work unacceptable due to non-compliance with a
material element of this Agreement,which non-compliance is due solely to the fault of Honeywell,
SCHEDULE il-CCOREC iNVTRACTIN(5'ERWMS 137
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10 16631 9-6655-4057-B54 7-388 16 7F C300C
Company will notify Honeywell in writing within the three (3) business days setting forth the
specific reasons for non-acceptance.
20. DEFINITIONS
20.1 "Confidential Information" means Honeywell information that: (a) any information,
technical data or know-how in whatever form,including but not limited to documented information,
machine readable or interpreted information, information contained in physical components,
maskworks and artwork, that is clearly identified as being confidential, proprietary, or a trade
secret, and is marked as"Confidential"or"Proprietary"at the time of disclosure; (b) is disclosed
orally or visually, is identified by Honeywell as confidential information at the time of disclosure,
and is designated as confidential in a writing sent to Company within thirty (30) days after
disclosure that summarizes the Confidential Information sufficiently for identification, or (c) is
Personal Data.
20.2 "Hazardous substance" includes all of the following, and any by-product of or from any of
the following, whether naturally occurring or manufactured, in quantities, conditions or
concentrations that have,are alleged to have,or are believed to have an adverse effect on human
health, habitability of a site, or the environment: (a)any dangerous, hazardous or toxic pollutant,
contaminant, chemical,material or substance defined as hazardous or toxic or as a pollutant or
contaminant under state or federal law, (b) any petroleum product. nuclear fuel or material,
carcinogen, asbestos, urea formaldehyde,foamed-in-place insulation, polychlorinated biphenyl
(PCBs),and(c)any other chemical or biological material or organism,that has, is alleged to have,
or is believed to have an adverse effect on human health,habitability of a site,or the environment.
20.3 "Intellectual Property" means all copyrights. trademarks, trade secrets, patents, utility
models and other intellectual property rights recognized in any jurisdiction worldwide, including
all applications and registrations.
20.4 "Mold"means any type or form of fungus or biological material or agent, including mold,
mildew, moisture, yeast and mushrooms, and any mycotoxins, spores, scents, or by-products
produced or released by any of the foregoing. This includes any related or any such conditions
caused by third parties.
20.5"Personal Data" means any information relating to or unique to an identified or identifiable
natural person or which can be used to identify a particular person; an identifiable person is the
person who can be identified, directly or indirectly,in particular by reference to an identification
number or to one or more factors specific to his physical, psychological, mental, economic,
cultural or social identity.
20.6 "Socurity Breach" moans any event involving a compromise of the confidentiality of the
Personal Data of any Honeywell employee(s)or the systems or databases on which the Personal
Data of Honeywell employees is processed It includes any unauthorized or impermissible
access, use, theft, or loss of Personal Data.
21. COMPLIANCE WITH LAWS
21.1 General. Honeywell and Company will.
(a) Comply with all federal, state. and local laws, ordinances, regulations. and orders
applicable to its performance under this Agreement, including, but not limited to, the
Fair Labor Standards Act and U.S. export control and sanctions related laws, and
regulations including the prohibition of transactions with or employment of U.S.
SCHEDULE II GORE CONTRACTING TERMS 138
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
Government designated prohibited parties including: the Denied Persons List,
Unverified List, Entity List, Specially Designated Nationals List (OFAC),Debarred List
(State Dept.),and Nonproliferation Sanctions.
(b) File all required reports relating to such performance(including, without limitation, tax
returns).
(c) Pay all filing fees and federal,state and local taxes applicable to its business as the
same shall become due.
(d) Pay all amounts required under the local, state and federal laws governing workers'
compensation, disability benefits, unemployment insurance, and other employee
benef its.
21.2 Code of Conduct. Honeywell will comply with Honeywell's Code of Business Conduct
("Code")in performing the Work. A copy of the Code may be obtained at
http://www.honeywell.com/sites/honeywell/codeofconduct.htm.
21.3. Security Compliance. Company will take appropriate security measures as required by
law or as deemed applicable by Honeywell commensurate with the data and systems applicable
to the Work.
21.3 Import and Export Compliance. Company is responsible for compliance with all applicable
import and export control laws and regulations. Honeywell will obtain the export license when
Honeywell is the exporter of record.Company must obtain at its sole cost and expense all necessary
import authorizations and any subsequent export or re-export license or other approval required for
Products, technology, software, services and technical data purchased, delivered, licensed or
received from Honeywell.Company will retain documentation evidencing compliance with those laws
and regulations.
Honeywell will not be liable to Company for any failure to provide Products,Services,transfers or
technical data as a result of government actions that impact Honeywell's ability to perform,including:
A. The failure to provide or the cancellation of export or re-export licenses;
B. Any subsequent interpretation of applicable import. transfer, export or re-export law cr
regulation after the date of any Order or commitment that has a material adverse effect on
Honeywell's performance;or
C. Delays due to Company's failure to follow applicable import,export,transfer,or re-export
laws and regulations.
If Company designates the freight forwarder for export shipments from the United States, then
Company's freight forwarder will export on Company's behalf and Company will be responsible for
any failure of Company's freight forwarder to comply with all applicable export requirements.
Honeywell will provide Company's designated freight forwarderwith required commodity information.
Company is aware that U.S. export law may impose restrictions on Company's use of the goods,
services, or technical data, or on their transfer to third parties. Company will immediately notify
Honeywell and cease distribution activities with regard to the transaction in question if Company
knows or has a reasonable suspicion that the products.technical data,plans, or specificatiors may
be redirected to other countries in violation of export control laws.
Company acknowledges that the laws and regulations of the United States restrict the export and
re-export of commodities and technical data of U.S. origin, including the Work. Company agrees
SCHEDULE N -CORE CONTRACTING TERMS 139
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
that it will not export,re-export or otherwise transfer any portion of the Work in any form,either directly
or indirectly, in violation of any U.S. export control laws or regulations, or those of any foreign
jurisdiction. Further,Company shall take no action that would cause Honeywell to be in violation of
any such law.
21.4 Anti-Corruption. Company shall not take any action that would cause itself or Honeywet
to be in violation of any U.S. anti-corruption laws or regulations, including without limitations, the
U.S.Foreign Corrupt Practices Act.
22. SANCTIONS
Company represents,warrants, and agrees that:
Company is not a 'Sanctioned Person," meaning any individual or entity: (1) named on a
governmental denied party or restricted list, including but not limited to: the Office of Foreign
Assets Control("OFAC")list of Specially Designated Nationals and Blocked Persons("SDN List"),
the OFAC Sectoral Sanctions Identifications List ("SSI List"), and the sanctions lists under any
other Sanctions Laws;(2)organized under the laws of,ordinarily resident in.or physically located
in a jurisdiction subject to comprehensive sanctions administered by OFAC (currently Cuba, Iran,
North Korea, Syria,and the Crimea region of Ukraine/Russia)("Sanctioned Jurisdictions"),and/or
(3)owned or controlled,directly or indirectly, 54%or more in the aggregate by one or more of any
of the foregoing.
Relating to this transaction and/or Agreement, Company is in compliance with and will continue
to comply with all economic Sanctions Laws administered by OFAC, other U.S. regulatory
agencies, the European Union and its Member States, the United Kingdom, and the United
Nations ("Sanctions Laws"). Company will not involve any Sanctioned Persons in any capacity,
directly or indirectly, in any part of this transaction and performance under this transaction.
Company will not take any action that would cause Honeywell to be in violation of Sanctions Laws.
Company will not sell, export,re-export,divert,use,or otherwise transfer any Honeywell products.
technology, software, or proprietary information: (i) to or for any Sanctioned Persons or to or
involving Sanctioned Jurisdictions: or (ii) for purposes prohibited by any Sanctions Laws.
Company will not source any components, technology, software: or data for utilization in
Honeywell products or services: (i)from any Sanctioned Persons or Sanctioned Jurisdictions or
(ii)in contravention of any Sanctions Laws.
Company's failure to comply with this provision will be deemed a material breach of the
Agreement.and Company will notify Honeywell immediately if it violates, or reasonably believes
that it will violate, any terms of this provision. Com pany agrees that Honeywell may take any and
all actions required to ensure full compliance with all Sanctions Laws without Honeywell incurring
any liability.
23. INTENTIONALLY OMITTED
24. SOFTWARE LICENSE
All software made available in connection with this Agreement ("Licensed Software") shall be
licensed and not sold and subject to all terms of the Software License Agreement (as defined
below). All Software is made available subject to the express condition that the end user of the
Software sign and deliver to Honeywell the then-current and applicable version of Honeywell's
standard software license agreement,end user license agreement("EULA"),or a software license
SCHEDULE II CORE CONTRACTING TERMS 140
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
agreement otherwise satisfactory to Honeywell in its sole discretion (in each case,the "Software
License Agreement). Company is responsible for ensuring that all Licensed Software provided
to an end user under this Agreement is subject to the Software License Agreement.
Notwithstanding any other provision of this Agreement or any other document or instrument, the
terms of the Software License Agreement shall govern and supersede any inconsistent or
conflicting terms to the extent relating to Software. Payment for any and all Software made
available in connection with this Agreement shall be due and payable at the time the end user of
the Software executes the Software License Agreement.
25. INVENTIONS,INTELLECTUAL PROPERTY,AND DATA RIGHTS
25.1 Title to Intellectual Property. No right, title or interest in Intellectual Property provided by
Honeywell is transferred to Company under the Agreement, including Intellectual Property
existing prior to, or created independently of,the performance of the Agreement. All Intellectual
Property and results of Services or the Work, including but not limited to software. models,
designs, drawings, documents,inventions, and know-how("Inventions"),conceived or developed
by Honeywell in connection with the Agreement,are the sole property of Honeywell and Company
assigns any rights it may have in such Inventions to Honeywell. Company has no right or license
to Intellectual Property or Inventions provided by Honeywell, except as granted in this Agreement.
25.2 Title to Software. Honeywell and its suppliers retain all right, title and interest to all
Software, and all modifications and enhancements thereof, and no right, title, or interest in the
Software, or any copies thereof, is transferred to Company. Company will hold all Software
supplied by Honeywell in strict confidence and will use best efforts not to disclose Software to
others. If Company does not agree to a License with Honeywell, Company does not have a
license or right to Software.
25.3 Input Data. Company retains all rights that Company already holds in data and other
information that Company or persons acting on Corn pany's behalf input, upload, transfer,or make
accessible in relation to,or which is collected from Company or third party devices or equipment
by,the Work ("Input Data").
25.4 Use of Input Data. Honeywell and its Affiliates have the right to retain, transfer,disclose,
duplicate, analyze, modify,and otherwise use Input Data to provide, protect, improve,or develop
Honeywell's products or services. Honeywell and its Affiliates may also use Input Data for any
other purpose provided it is in an anonyrnized form that does not identify Company. Any Company
Personal Data contained within Input Data shall only be used or processed in accordance with
the data privacy terms of this Agreement and Applicable Law. All information, analysis, insights.
inventions and algorithms derived from Input Data by Honeywell and/or its Affiliates(but excluding
Input Data itself) and any intellectual property rights related thereto, are owned exclusively and
solely by Honeywell and are Honeywell's confidential information. This Section shall survive
termination of this Agreement.
26. CYBERSECURITY INCIDENTS
Notwithstanding any other provision of the Agreement, (a) in no event will Honeywell be
responsible or liable for protection against, or mitigation of consequences associated with, a
Cyber Incident(as defined by the United States Computer Emergency Readiness Team)or other
similar cyber-related events and/or attacks that may affect Company's site or systems, (b)
Company is solely responsible for ensuring that its sites and systems are protected against such
a Cyber Incident or other similar cyber-related events and/or attacks including, but not limited to,
ensuring that all software is kept up to date, that all cybersecurity products used are compatible
with one another and that any patches are correctly and appropriately installed, and (c) all
remedial, reinstallation or update works provided by Honeywell, if any,as a result of or related to
SCHEDULE t7-CORE CONTRACTiNG TERMS 141
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
a Cyber Incident or other similar cyber-related events and/or attacks will be performed subject to
additional fees for such work, plus applicable taxes, to be paid by Company to Honeywell (in
addition to fees otherwise due under the Agreement).
27. SPECIAL TOOLING AND DATA
Special Tooling includes, but is not limited to, jigs, dies, fixtures, molds, patterns, special taps,
special gauges, special test equipment, other special equipment and manufacturing aids, and
replacement items, now existing or created in the future, together with all related specifications,
drawings, engineering instructions, data, material, equipment, software,processes, and facilities
created or used by Honeywell in the performance of its obligations under this Agreement.
Honeywell owns all Special Tooling, except to the extent an authorized representative of
Honeywell specifically transfers title for any Special Tooling in writing to Company. Any transfer
of title to Special Tooling does not include transfer of Honeywell's intellectual property used to
create, or that may be embodied in the Special Tooling, other than a license to use the Special
Tooling without modification.
28. DATA PRIVACY
For purposes of this Agreement."Applicable Data Privacy Laws" means applicable data
protection,privacy,breach notification,or data security laws or regulations;"Personal Data"is any
information that is subject to,or otherwise afforded protection under,Applicable Data Privacy Laws
and that relates to an identified or identifiable natural person, an identifiable natural person is one
who can be identified,directly or indirectly,in particular by reference to an identifier such as a name.
an identification number,location data. an online identifier or to one or more factors specific to the
physical,physiological,genetic,mental,economic,cultural or social identity of that natural person,
or as that term (or similar variants)may otherwise be defined in Applicable Data Privacy Laws.
D. Each Party may process Personal Data in the form of business contact details relating to
individuals engaged by the other Party or its affiliates("Staff')for the purposes of
performing each Party's obligations under this Agreement and managing the business
relationship between the Parties,including their business communication("Purposes").
E. The Parties will process such Personal Data as independent data controllers in accordance
with the terms of this Agreement and Applicable Data Privacy Laws.Each Party will campy
with the following:
(a) Ensure the lawfulness of their data collection and the lawfulness of data transfer to the
other party;
(b) Implement appropriate security measures to protect Personal Data provided by the other
Party against accidental or unlawful
destruction, loss, alteration, unauthorized disclosure,or(remote)access;
(c) Protect Personal Data provided by the other Party against unlawful
processing by its Staff,including unnecessary collection,transfer,or processing,beyond
what is strictly necessary for the Purposes:
(d) Prior to any transfer of Personal Data,impose all obligations on third parties involved,as
required by this Agreement and Applicable Data Privacy Laws;and
(e) Securely delete such Personal Data once it is no longer required for the Purposes.
F. Each Party shall be responsible for providing necessary information and notifications
required by Applicable Data Privacy Laws to its Staff.For purposes of clarity,Honeywell wil
SCHEDULE II• (DRECONTRAtTIM;TERMS i 42
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
process any Personal Data concerning the other Party's Staff in accordance with its website
privacy statement, which may be amended from time to time and is accessible at
[r tti _;I..,vww hon ell corn/us/en jivacy-statement, and the other Party shall furnish
Honeywell's privacy statement to any of its Staff whose Personal Data is so provided to
Honeywell by the other party.Where appropriate and in accordance with Applicable Data
Privacy Laws,each Party shall inform its own Staff that they may exercise their rights in
respect of the processing of their Personal Data against the other Party by sending a request
with proof of identity to the other Party's address set forth in this Agreement or provided
otherwise by the other Party in this regard,
G. Where a Party's Personal Data are transferred to a country that has not been deemed to
provide an adequate level of protection for Personal Data try Applicable Data Privacy Laws,
the other Party will either enter into or apply legally recognized international data transfer
mechanisms, including:
(a) Standard Contractual Clauses adopted or approved by the competent supervisory
authority or legislator;
(b) Binding Corporate Rules which provide adequate safeguards;or
(c) any other similar program or certification that is recognized as providing an adequate
level of protection in accordance with Applicable Data Privacy Laws.
29. MISCELLANEOUS PROVISIONS
29.1 Entire Agreement. This Agreement contains the entire understanding of the Parties with
respect to the subject matter hereof and supersedes any prior agreements and commitments with
respect thereto. There are no oral or written understandings, terms, or conditions, and neither
Party has relied upon any representations, express or implied, not contained in this Agreement.
29.2 Amendments. No change, amendment or modification of this Agreement shall be valid or
binding upon the Parties hereto unless such change, amendment or modification shall be in
writing and duly executed by both Parties hereto. Any subsequent purchase order or other
document unilaterally issued by Company shall not be binding unless duly executed by both
Parties.
29.3 Joint Effort. Preparation of this Agreement has been a joint effort of the Parties and the
resulting document shall not be construed more severely against one of the Parties than against
the other.
29.4 Captions. The captions contained in this Agreement are for convenience and reference
only and in no way define,describe, extend, or limit the scope of intent of this Agreement or the
intent of any provision contained herein.
29.5. Severabitity. The invalidity,illegality, or unenforceability of any provision of this Agreement
or the occurrence of any event rendering any portion or provision of this Agreement void. shall in
no way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the portion or provision held
to be void. The Parties further agree to reform this Agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken provision. The
provisions of this Paragraph shall not prevent this entire Agreement from being void should a
provision which is the essence of this Agreement be determined to be void.
SCHEDIIIF II -CORE CENTRACTING TERMS I 43
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
29.6 No Waiver. Any failure of any Party to enforce any of the provisions of this Agreement or
to require compliance with any of its terms at any time during the pendency of this Agreement
shall in no way affect the validity of this Agreement,or any part hereof, and shall not be deemed
a waiverof the right of such Party thereafter to enforce such provisions or require compliance with
such terms.
29.7 Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and permitted assigns.
29.8 Standards and Codes. The latest edition or revision of any standards or codes referenced
in this Agreement for performance of the Work shall apply unless otherwise expressly set forth
in this Agreement.
29.9 Survival. Provisions of this Agreement which by their nature contemplate or govern
performance or observance subsequent to the termination or expiration of this Agreement shall
survive such termination or expiration: provided, that all warranties and licenses granted by
Honeywell to Company pursuant to this Agreement shall terminate upon Honeywell's termination
for Company's default based on Company's failure to pay Honeywell in accordance with this
Agreement.
29.10 Governing Law. This Agreement is governed by the laws of the state of Florida, United
States of America, without regard to conflicts of law principles. Application of the Uniform
Computer Information Transactions Act and United Nations Convention on Contracts for the
International Sale of Goods, 1980,and any successor law to either, is specifically excluded.The
Parties waive any right to a trial by jury for disputes and submit to the exclusive jurisdiction of the
Federal and State courts within the Southern District of Florida for resolution of disputes; however,
Honeywell may seek an injunction or enforce a judgment against Company in any jurisdiction.
29.11 Non-Assignment/Delegation by Company. Neither party may assign its rights or
delegate its obligations under this Agreement,in whole or in part,without the prior written consent
of the other party. Any attempt to assign or delegate in violation of this clause will be void.
29.12 Risk of Loss/Transfer of Title. Risk of loss or damage to any goods provided under this
Agreement (excluding software and services) passes to Company upon (1) Honeywell's
installation and(2)Company's inspection and written acceptance of all goods provided under this
Agreement.
29.13 Custom Orders. Special or custom orders ("Custom Orders")for products not listed in
Honeywell's standard price list are non-cancelable. In the event of a cancellation of all or part of
a Custom Order,Company will he responsible for the full order. Notwithstanding the foregoing,
product substitutions will be permitted, and may be necessary. with agreement between the
Parties in the event supply is materially delayed or delivery is infeasible under the terms of this
Agreement.
29.14 Remote Services. Company agrees that Honeywell may provide some or all of the Work
remotely using an Internet connection and may install additional software and related
communication and/or diagnostic devices on Company's applicable systems (the"Systems")to
enable such connection and/or remote Work. Notwithstanding any other provision of the
Agreement, such software and devices will remain the property of Honeywell and shall he
removed from the Systems and returned to Honeywell promptly at Honeywell's request. Company
agrees to fully cooperate with Honeywell's installation and commissioning of such software and
devices on the Systems.To the extent required by Honeywell,Company will enable and consents
to Internet connectivity between its applicable Systems and Honeywell's applicable computer
server(s)/system(s)and/or the Honeywell cloud platform(s)throughout the term of the Agreement.
Honeywell and its Affiliates may,in any country in which they or their agents or suppliers conduct
business, collect,transmit, receive, process, maintain, and use for the purpose of providing the
SCHEDULE 11 -CORE CONTRACTING TERMS !44
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
Work all data obtained in connection with the Agreement. Company represents and warrants that
Company is the owner of the premises that are the subject of this Agreement or, if not, that the
owner of such premises consents to the foregoing and Section 28.14,to the extent such consent
is required.
29.15 Commercial Use. Company represents and warrants that any technical data or software
provided by Honeywell to Company under this Agreement will not be delivered, directly or
indirectly,to any agency of any government in the performance of a contract,or subcontract,with
the respective government without the prior written consent of Honeywell.
29.16 Publicity. Neither Party will issue any press release or make any public announcement
relating to the subject matter of this Agreement without the prior written approval of the other
Party,except that either Party may make any public disclosure it believes in good faith is required
by applicable law or any listing or trading agreement concerning its or its affiliates'publicly traded
securities. Notwithstanding the foregoing, if either Party, or a third-party, makes a public
disclosure related to this Agreement that is false or damaging to a Party, the aggrieved Party will
have the right to make a public response reasonably necessary to correct any misstatement,
inaccuracies or material omissions in the initial and wrongful affirmative disclosure without prior
approval of the other Party.Neither Party will be required to obtain consent pursuant to this section
for any proposed release or announcement that is consistent with information that has previously
been made public without breach of its obligations under this clause.
29.17 Remedies. Except where specified to the contrary,the express remedies provided in this
Agreement for breaches by Honeywell are in substitution for remedies provided by law or
otherwise. If an express remedy fails its essential purpose, then Company's remedy will be a
refund of the price paid.
29.18 Subcontractors. Honeywell has the right to subcontract Its obligations under this
Agreement. Use of a subcontractor will not release Honeywell from liability under this Agreement
for performance of the subcontracted obligations.
29.19 Third-party Beneficiaries. Except as expressly provided to the contrary in this Agreement,
the provisions of this Agreement are for the benefit of the Parties only and not for the benefit of
any third-party.
29.20 Counterparts. This Agreement may be signed in counterparts (including faxed and any
electronic or digital format), each of which will be deemed one and the same original.
Reproductions of this executed original (with reproduced signatures) will be deemed to be original
counterparts of this Agreement.
29.21 Compliance with Florida Public Records Law.
For the purposes of this Section 29.21, "City"shall mean Company:
(A)Honeywell shall comply with Florida Public Records law under Chapter 119, Florida Statutes,
as may be amended from time to time.
(B)The term "public records" shall have the meaning set forth in Section 119.011(12), which
means all documents, papers, letters, maps, books,tapes, photographs, films,sound recordings,
data processing software, or other material, regardless of the physical form, characteristics, or
means of transmission, made or received pursuant to law or ordinance or in connection with the
transaction of official business of the City.
SCHEDULE II -CORE CONTRACTING TERMS ;a5
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-8547-388167FC300C
(C)Pursuant to Section 119.0701 of the Florida Statutes, if Honeywell meets the definition of
'Contractor"as defined in Section 119.0701(1)(a), Honeywell shall:
(1) Keep and maintain public records required by the City to perform the service;
(2) Upon request from the City's custodian of public records,provide the City with a copy c
the requested records or allow the records to be inspected or copied within a reasonable time
at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as
otherwise provided by law;
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed, except as authorized by law.for the duration of the
contract term and following completion of the Agreement if Honeywell does not transfer the
records to the City;
(4) Upon completion of the Agreement, transfer, at no cost to the City,all public records in
possession of Honeywell or keep and maintain public records required by the City to perform
the service. If Honeywell transfers all public records to the City upon completion of the
Agreement, Honeywell shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If Honeywell keeps and
maintains public records upon completion of the Agreement, Honeywell shall meet all
applicable requirements for retaining public records.All records stored electronically must be
provided to the City,upon request from the City's custodian of public records, in a format that
is compatible with the information technology systems of the City.
(D) REQUEST FOR RECORDS; NONCOMPLIANCE.
(1) A request to inspect or copy public records relating to the City's contract for
services must be made directly to the City.If the City does not possess the requested records,
the City shall immediately notify Honeywell of the request, and Honeywell must provide the
records to the City or allow the records to be inspected or copied within a reasonable time.
(2) Honeywell's failure to comply with the City's request for records shall constitute a
breach of this Agreement,and the City.at its sole discretion, may (1) unilaterally terminate
the Agreement: (2) avail itself of the remedies set forth under the Agreement:and/or(3)avail
itself of any available remedies at law or in equity.
(3) A Consultant who fails to provide the public records to the City within a reasonable
time may be subject to penalties under s. 119.10.
(F) CIVIL.ACTION.
(1) If a civil action is filed against a Consultant to compel production of public records
relating to the City's contract for services,the court shall assess and award against Honeywe8
the reasonable costs of enforcement, including reasonable attorneys' fees, if:
a. The court determines that Honeywell unlawfully refused to comply with the public
records request within a reasonable time;and
h. At least 8 business days before filing the action,the plaintiff provided written notice of
the public records request, including a statement that Honeywell has not complied with
the request, to the City and to Honeywell.
(2) A notice complies with subparagraph (1)(b) if it is sent to the City's custodian of
public records and to Honeywell at Honeywell's address listed on its contract with the City or
SCHEDULE II-(X)RE CONTRACTING TERMS 1 46
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:1 016631 9-6655-4 057-8 54 7-388 1 67FC300C
to Honeywell's registered agent. Such notices must he sent by common carrier delivery
service or by registered, Global Express Guaranteed, or certified mail, with postage or
shipping paid by the sender and with evidence of delivery, which may be in an electronic
format.
(3) A Consultant who complies with a public records request within 8 business days
after the notice is sent is not liable for the reasonable costs of enforcement.
(F) IF HONEYWELL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES,TO HONEYWELL'S DUTY TO PROVIDE PUBLIC RECORDS REI ATING
TO THIS AGREEMENT. CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAFI GRANADO@MIAMIBEACHFI .GOV
PHONE: 305-673-7411
29.22 E-Verify.
(A)Honeywell shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-
Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute,
commencing on January 1, 2021: Honeywell shall register with and use the E-Verify system to
verify the work authorization status of all newiy hired employees during the Term of the
Agreement. Additionally. Honeywell shall expressly require any subconsultant performing work
or providing services pursuant to the Agreement to likewise utilize the U.S. Department of
Homeland Security's E-Verify system to verify the employment eligibility of all new employees
hired by the subconsultant during the contract Term. If Honeywell enters into a contract with an
approved subconsultant, the subconsultant must provide Honeywell with an affidavit stating that
the subconsultant does not employ, contract with, or subcontract with an unauthorized alien.
Honeywell shall maintain a copy of such affidavit for the duration of the Agreement or such other
extended period as may be required under this Agreement.
(B)TERMINATION RIGHTS.
(1) If Company has a good faith belief that Honeywell has knowingly violated Section
448.09(1), Florida Statutes, Company shall terminate this Agreement with Honeywell for
cause, and Company shall thereafter have or owe no further obligation or liability to
Honeywell.
(2) If Company has a good faith belief that a subconsultant has knowingly violated the
foregoing Subsection 10.9(A), but Honeywell otherwise complied with such subsection,
Company will promptly notify Honeywell and order Honeywell to immediately terminate the
Agreement with the subconsultant. Honeywell's failure to terminate a subconsultant shall be
an event of default under this Agreement,entitling City to terminate Honeywell's contract fc
cause.
(3) A contract terminated under the foregoing Subsection (B)(1)or(B)(2)is not in breach of
contract and may not be considered as such.
SCHEDULE 11.-CORE CC'1TRACTINC TERMS 147
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-6547-388167FC3000
(4) Company or Honeywell or a subconsultant may file an action with the Circuit or County
Court to challenge a termination under the foregoing Subsection (B)(1)or(B)(2)no later than
20 calendar days after the date on which the contract was terminated.
(5) If Company terminates the Agreement with Honeywell under the foregoing Subsection
(B)(1), Honeywell may not be awarded a public contract for at least 1 year after the date of
termination of this Agreement.
(6) Honeywell is liable for any additional costs incurred by Company as a result of the
termination of this Agreement under this Section 10.9.
29.23 Inspector General Audit Rights.
For the purposes of this Section 29.23, "City"shall mean Company:
(A) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established
the Office of the Inspector General which may, on a random basis, perform reviews, audits,
inspections and investigations on all City contracts, throughout the duration of said contracts.
This random audit is separate and distinct from any other audit performed by or on behalf of the
City.
(B)The Office of the Inspector General is authorized to investigate City affairs and empowered
to review past, present and proposed City programs, accounts, records, contracts and
transactions. In addition. the Inspector General has the power to subpoena witnesses, administer
oaths, require the production of witnesses and monitor City projects and programs. Monitoring of
an existing City project or program may include a report concerning whether the project is on time,
within budget and in conformance with the contract documents and applicable law.The Inspector
General shall have the power to audit, investigate, monitor, oversee, inspect and review
operations, activities, performance and procurement process including but not limited to project
design, bid specifications, (bid/proposal) submittals, activities of Honeywell; its officers,agents
and employees, lobbyists, City staff and elected officials to ensure compliance with the contract
documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the
City is allocating a percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
(C)Upon ten (10)days written notice to Honeywell.Honeywell shall make all requested records
and documents available to the Inspector General for inspection and copying. The Inspector
General is empowered to retain the services of independent private sector auditors to audit,
investigate, monitor, oversee, inspect and review operations activities, performance and
procurement process including but not limited to project design, bid specifications, (bid.rproposal)
submittals, activities of Honeywell its officers, agents and employees, lobbyists, City staff and
elected officials to ensure compliance with the contract documents and to detect fraud and
corruption.
(D)The Inspector General shall have the right to inspect and copy all documents and records in
Honeywell's possession, custody or control which in the Inspector General's sole judgment,
pertain to performance of the contract,including, but not limited to original estimate files,change
order estimate files, worksheets, proposals and agreements from and with successful
subcontractors and suppliers, all project-related correspondence, memoranda, instructions,
financial documents. construction documents. (bd/proposal) and contract documents, back-
SCHEDULE II—CORE CONTRACTiiv'C I ERI.1S 48
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
change documents, all documents and records which involve cash, trade or volume discounts,
insurance proceeds,rebates, or dividends received,payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(E) Honeywell shall make available at its office at all reasonable times the records, materials,and
other evidence regarding the acquisition(bid preparation) and performance of this Agreement,for
examination, audit,or reproduction, until three(3)years after final payment under this Agreement
or for any longer period required by statute or by other clauses of this Agreement. In addition:
i. If this Agreement is completely or partially terminated, Honeywell shall make available records
relating to the work terminated until three(3)years after any resulting final termination settlement;
and
ii. Honeywell shall make available records relating to appeals or to litigation or the settlement of
claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally
resolved.
(F) The provisions in this section shall apply to Honeywell, its officers, agents, employees,
subcontractors and suppliers. Honeywell shall incorporate the provisions in this section in all
subcontracts and all other agreements executed by Honeywell in connection with the performance
of this Agreement.
(G)Nothing in this section shall impair any independent right to the City to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall they be
construed to impose any liability on the City by Honeywell or third parties.
SCHEDULE II-CORE CONTRACTING TERMS 149
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-8547-388167FC300C
SCHEDULE II - EXHIBIT A
[FORM OF CHANGE ORDER]
SCHEDULE II-()DRE CONTRACTING TERMS 150
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-6547-388167FC300C
SCHEDULE II - EXHIBIT B
[FORM OF LIEN WAIVER]
SCHEDULE II-CORE CONTRACTING TERMS 151
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-B547-388167FC300C
SCHEDULE II - EXHIBIT C
[FORM OF COMPLETION CERTIFICATE]
CERTIFICATE OF FINAL COMPLETION
This Certificate is delivered pursuant to that project Agreement with an Effective Date of
, 20[xx],between ( ] and Honeywell International Inc. through
its Honeywell Building Solutions business unit (the"Agreement")and all capitalized terms used in
this Certificate have the meaning given to such term in the Agreement.
The project has achieved Final Completion in accordance with the requirements of the Agreement
and all Work is complete.
Within three (3) business Days of the date of this Certificate indicated below, Company shall
inspect the Work and deliver to Honeywell in writing a statement either:
a) stating that the requirements of Final Completion have been satisfied; or
a) if reasonable cause exists for doing so, stating that Final Completion has not been
achieved and the reasons. therefore.
HONEYWELL INTERNATIONAL INC.
through its Honeywell Building Solutions
business unit
(signature)
(print name)
(print title)
SCHEDULE It-CORE CONTRACTING TERMS 152
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID:10166319-6655-4057-B547-388167FC300C
SCHEDULE II - EXHIBIT D
[APPLICABLE HON POLICIES AND LINKS]
Honeywell Document Location
Data Processing Exhibit https://www.honevwell.com/content/dam/honeywellbtlen/documents/downloads/
for Suppliers Data-Privacy-Obliqations-for-Suppliers.pdf
Equal Employment https://www.honeywell.com/us/enlcompanyfintegrity-and-compliance
Opportunity Policy
Honeywell Code of https.//www.honeywell.com/content/dam/honeywellbtlent/documents/downloads/
Conduct code-of-conduct/HON COG English.pdf
Honeywell's 2022 https://www.honeywell.com/content/darn/honeywellbt/en/documents/downloads/
Slavery and Human honeywell-anti-slavery-statement.pdf
Trafficking Statement
Human Rights Policy https//www.honeywell.com/content/dam/honeywellbt/en/documents/downloads/
hon-human-rights-policy.pdf
Security Obligations for https:/Iwww.honeywell.com/content/dam/honeywellbt/en/documents/downloads/
Non-Disclosure supplier/security-obligations-for-ndas.pdf
Agreements
Security Obligations for https://www.honeywell.com/content/dam/honeywellbt/en/documents/downloadsl
Suppliers supplier/security-obliqations-for-suppliers.pdf
Supplier Code of https:/www.honeywell.com/us/en/companylintegrity-and-compliance/supplier-
Business Conduct code-of-business-conduct
SCHEDULE III - LICENSE AGREEMENTS
SCHEDULE U-CORE CONTRACTING TERMS 153
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-B547-388167FC300C
[PLACEHOLDER LICENSE AGREEMENT(S)]
SAAS TERMS
1. Agreement.The software-as-a-service offering for which you have contracted and have purchased Use Rights
(the"SaaS)will be identified in a printer electronic docum ent idontifed as'proposal","order',"agreement'or similar
name(the'Order Form").Order Forms identify each transaction's contracting entities,pricing and related provisions
and may reference or link to supplemental terms,agreements,or policies and references to Order Form includes
such documents. The Order Form together with these terms (the "SaaS Terms') form a single contract(the
'Agreement").
2. Parties,"Honeywell", 'we","us"or"our"means Honeywell International Inc.or Affilrate(s)who execute or
assentto the Order Form."You"or"your"means collectively the other entity(ies)executing or assenting to the Order
Form."Affiliate'means any entity that controls,is controlled by,or is under common control with,another entity.An
entity"controls"another if it owns directly or indirectly a sufficient voting interest to elect a majority of the directors or
managing authority or otherwise direct the affairs or management of the entity.
3. Use Rights.Subject to payment of agreed tees and strict compliance with the terms of access and acceptable
usewe shall provide you solely for your internal business purposes'(a)remote access to the SaaS through means
we provide(and which may include online portals or interfaces such as https, VPN or API): and(b)a limited,
revocable,non-exclusive,non-assignatble,non-transferatle license to:(i)download.install,update or allow us to
update(when applicable),and use any software we provide solely in support of your usage of the SaaS;and(ii)use
SaaS documentation as reasonably required in connection with tho SaaS(collectively,'Use Rights").Use Rights
continue for the duration of the period stated in the Order Form,or if there is none,for 12 months Order Forms may
list metrics,including user number,data volume,sensors or other means to measure usage or fees(the-Usage
Metrics").Use Rights are subject to Usage Metrics and restrictions in the Agreement.If you exceed Usage Metrics,
we may suspendaccess until you pay required fees You,your employees and any party accessing the SaaS on
your behalf("Users")may exercise Use Rights, provided that, you must bind them to the Agreement and are
responsible for their compliance with it any breach by them and their acts and omissions.You may not resell Use
Rights or permit third parties(exceptAffitiates or service providers)to be Users or make copies of the SaaS(except
for back up)except as agreed by us inwribng.We have no responsibility with respect to actions or inactions of Users.
4. Accounts.You may be required to download a mobile app,or visit an Internet portal or site,through which you
access the SaaS and set up accounts including issuance or authentication credentials.In operating your account
you and Users must:(i)maintain strict confidentiality of user names,passwords or other credentials;(1i)not above
others to use your credentials or access your account,(iii)immediately notify us of any unauthorized use or breach
of security related to your account;(iv)submit only complete and accurate information;and(v)maintainand promeey
update information if it changes.We may use rights management features(e.g.lockout)to prevent unauthor¢ed
use.
5. AccGiali1Q , .TheUseRightsaretheonlyacceptableusooftheSaaS.YoushallnotusetheSaaSforpurposes
of.or in connection with:(a)reverse engineering.making machine code human readable or creating derivative works
or improvements;(b)interfenng with its security or operation(including probing,scanning or testing the vulnerability
of any security measures or misrepresenting transmission sources); (c) creating. benchmarking or gathering
intelligencefor a competitive offering,(d); infringing another's IPR; (e) employing it in hazardous environments
requiring fail-safe performance whore failure could load directly or ndirectly to personal injury or death or property
or environmental damage;or(f)any use that would reasonably be expected to cause liability or harm to us or our
customers or breach the Agreement.Any violation of the restrictions set forth in this Section shall constitute a breach
of your Use Rights under this Agreement. We have the right to monitor usage.
6. Set Uo.Support.Initial set upend configuration are provided if stated in the Order Form.We anage,m
and support the SaaS("Support")in accordance with the policies specified in the Order Form or,if none are spooned
we will use commercially reasonable efforts to maintain the SeaS,repair reproducible defects and make available as
awhole 99%of the time 24x7x365 subject to scheduled downtime,routine and emergency maintenance and force
m ajeure.Set up and Support excludes device or Third-Party Application set up unless slated in the Order Form,We
are not responsible or liable for any Issues,problems,unavatlabllty,delay or security incidents arising from or retat d
to. (i) conditions or events reasonably outside of our control; (ii) cyberattack, ea) the public Internet and
Conanunicationsnetworks;(iv)data,software,hardware,services,telecommunications,infrastructure or networking
equipment not provided by us or acts or omissions of third parties you retain,(v)your and Users negligence or fal uie
to use the Iatestversion or follow published documentation;(vi)modifications or alterations not made by us;(v)Ic
or corruption of data, (vi) unauthorized access via your credentials; or (vii) your failure to use commeraaby
reasonable administrative.physlcal and technical safeguards to protect your systems or data or follow industry,-
SCHEDULE II-CORE CONTRACTING TERMS 154
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-8547-388167FC300C
standard security practices.
7. lirmination. We may terminate upon wntten notice if the SaaS is provided at no charge,use is fraudulent
continued use would subject us to third partyliabilityorwe cease making the SeaS generally avalable to third parties.
We may suspend Use Rights if we determine that you or Users are or may violate the Agreement or pose a security
threat.During suspension,you and Users will nothave access to all or partof the SaaS and may be unable to access
input Data.Upon termination or expiry you must delete all copies of SaaS and credentials.Sections 6 to 15 and
thoseportions of the Agreement that by their nature should survive.survive termination or expiration.
8. Data.You retain all ownership or other rights over data that you or persons acting on your behalf input.upload,
transfer or make available in relation to, or which is collectec from your devices or equipment by. the SaaS
("InputData"). Honeywell and its Aftiliates have the right to duplicate,analyze,transfer,modify and otherwise use
Input Data to provide,improve or develop our offerings.You have sole responsibility for obtaining all consents and
permissions(Including oroviding notices to Users or third parties)and satisfying all requiemerxs necessary to perrnit
our use of Input Data.You will,at your cost and expense defend,indemnify and hold harmless us and our Affitiats,
sub-contractors and Licensors from and against all losses.awards and damages(including attorneys'fees),arising
out of claims by third parties related to our possession,processing or use of Input Data in accordance with the
Agreem ent oryou or Users'infringement,misappropriation or violation of our or a third party's IPR(except if caused by
your authorized use of the SaaS).Unless agreed in writing,we do not archive Input Data for your future use.
9. E. All right, title and interest, including all intellectual property rights (including copyrights,trademarks and
patents),proprietary rights(including trade secrets and know-how),and moral rights(including rights of authorship
and modification)throughout the world ("IPR") In and to the SaaS and all derivative works, modifications and
improvements,are ruined by Honeywell or its licensors and are our confidential information.We shall own all IPRthat
is:(i)developed by us or our Affiliates by processing or analysis of Input Data(excluding Input Data itself,but
including derived data that is sufficiently different from Input Data so that Input Data cannotbe identified from analysis
or further processing of such derived data);or(ii)generated through support,monitoringor other observation of your
and your Users'use ofthe SaaS.The operation and performance of the SaaS is our confidential information.If you
provide any suggestions,comm eats or feedback regarding the SaaS,you hereby assign to us all right, title and
interest in and to the same without restriction.You and Users shall not rem ove.modify or obscure any IPR notices
on the SeaS.
10. Security. Security is governed by the policies in the Order Form or if none are specified:(i) we will use
commercially reasonable administrative,physical and technical safeguards to protect personal data and Input Data
and follow industry-standard security practices; and (ii)following a confirmed breach of security leading to the
accidental orunlawful destruction,loss,alteration or unauthorized access,disclosure or use of your Personal Data or
Input Data we will notify you without undue delay and as relevant information becomes available to assist you in
meeting your potential reporting or notice obligations under applicable law and you will work with us in good faith b
develop any related public statements or required notices.You are solely responsible for costs and liability incurred
due to unauthorized use or access through your or Users account credentials or systems.
11. j.icenses,We may use open source software("OSS")and to the extent required by the licenses covering OSS,
the terms of such licenses will apply to OSS in lieu of this Agreerent.To the extent the licenses applicable to OSS:
(i)prohibit any restriction with respect to such OSS,such restriction will not apply to such OSS,and(ir)require us to
makean offer to provide source code or related information in connection with the OSS.such offer is hereby made.If
required by our written contract with them,certain of our licensors are third party beneficiaries of the Agreement.
12. Third-Party Applications. The SaaS may contain features designed to interoperate with applications,softeato,
or platforms provided by you or a third party(-Third-Party Applications"). Your use of a Third-Party Application is
subject to a separate agreement between you and the relevant third party.Honeywell does not warrantor support
Third-Party Applications and cannot guarantee their continued security,availability or performance.Your use of a
Third-Party Application may enable the transfer of Input Data for the Third-Party Application outside of the SaaS.
You are solely responsible for any consecuences resulting from your decision to permit Third-Party Application use,
including to access or use Input Data.
13. Warranty. Disclaimer.EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE AGREEMENT THE
SAASAND SUPPORT ARE PROVIDED WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND.
WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE
EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS INCLUDING MERCHANTABILITY AND
FITNESS FOR PURPOSE.WE DO NOT WARRANT THAT THE SAAS WILL MEET YOUR REQUIREMENTS. OR
THAT IT WILL OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE.
SCHEDULE II-CURE CONTRACTING;TERMS 155
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 10166319-6655-4057-B547-388167FC300C
14. )_imitation. EXCEPT FOR BREACH OF SECTION 3(USE RIGHTS), 5(ACCEPTABLE USE)OR 9(IP) OR
FEESPAYABLE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY PUNITIVE.
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUES. The following are
Exclusions from the limitation of liability in the Agreement:(i)a party's breach of confidentiality obligations(except
in relation to Input Data for which the cap applies),section 3(use rights),5(acceptable use)or 9(IP);or(ii)clairns
against us or ourAffiliatesrelatingto possession,processing or use of Input Data in accordance withthis Agreement
15. Mlecellaneous.Airy descriptions of future product direction or intended updates(including new or imprcrred
features or functions)other than the features and functions deployed as of dale of tnis Agreement are intended fix
information purposes only and are not binding commitments on us to deliver any material,code orfunctlonality.The
development,release and timing of any such updates is at our sole discretion unless agreed otherwise in wriing.
We reserve the right to charge additional fees fur new or improved features or functions.During the term and 24
months after,we or our designee can,during normal business hours upon reasonable notice, access,inspect and
audit,your compliance with the Agreement and you will give access to information and personnel as we may
reasonably request.These SaaS terms take precedence of any other terms of the Agreement in relation to the SaaS.
Additional scope of work document would be attached for maintenance agreements in
a future time.
Additional scope of work documents will be attached to this master purchasing
agreement for capital purchases
SCHEDULE II -CORE CON-RACTING TERMS 156
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 10166319-6655-4057-B547-388167FC300C
ATTACHMENT C
SCHEDULE I - EXHIBIT B-3
PRICING DISCOUNTS
Honeywell Building Solutions discounts shall be as follows:
1. Fire Alarm System Equipment:
A. Honeywell shall discount 28-33% off the current Honeywell List price
2. Honeywell Security/CCTV Equipment:
A. Honeywell shall discount 15-18% off the current Honeywell List Price
3. Honeywell Building Automation Equipment:
A. Honeywell shall discount 20-25% off the current Honeywell List Price
4. Network/Miscellaneous/Other Equipment:
A. Honeywell shall discount 28-33% off the current Manufactures List Price
5. Honeywell Labor:
A. Honeywell shall discount 20% off the current Honeywell List price for the Honeywell
Miami Branch rates.
6. Honeywell Users Group:
A. This agreement provides Three (3) seats(Attendees) at the Honeywell Users Group
Event(includes registration fee, training material, etc.), which typically is scheduled in
June of each year at various locations. Hotel,Airfare, personal meals, and other travel
related costs are not included, and are the responsibility of the customer.
7. Maintenance Agreement:
A. The above items are contingent upon an executed maintenance or support agreement
in good standing with the Miami Beach Convention Center.
8. Honeywell List Price:
A. Honeywell shall provide a written copy of their Pricing Catalog for materials and labor
either Semi-Annual or Annually.
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
iNie#
ix City Attorneyff Date
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID: 1 01 6631 9-6655-4 057-B547-388167FC300C
SCHEDULE I - EXHIBIT A
[STATEMENT OF WORK /WORK SCOPE; CLARIFICATIONS,
EXCEPTIONS, EXCLUSIONS]
1. STATEMENT OF WORK
Honeywell shall provide the following equipment and services ( the Work") in accordance with
and subject to the terms and conditions of this Agreement, including, without limitation, the
Clarifications, Exceptions and Exclusions referred to below:
Work Site Location Name: Miami Beach Convention Center- Exhibit Hall
Work Site Location Address: 1901 Convention Center Dr., Miami Beach , FL 33139
Project Name, MBCC Exhibit Hall—Fire Alarm Strobe and Interior Camera Addition
The following documents and drawings were referenced and are applicable to this scope of work:
• Fire Alarm Shop Drawings, USB-010473, REV P1, dated 7-30-2020
• Security Plans, level 1 Drawings TS2101. TS2102, TS2103, TS104
Fire Strobe Addition
Honeywell is providing an expansion of the existing XLS 3000 Digital fire alarm system, which
includes furnish and installation of the following Hardware for the Exhibit Halls A, B, C & D:
(165) Red Ceiling Strobes, High Candela
(7) NAC Power Supplies
(7)Control modules
(14) Batteries
Interior Camera Addition (41) Cameras
(41) Interior Fixed Cameras
(41)Camera Mounts
(10)Juniper Network Switches
(2)Camera Server
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID. 1 01 6631 9-665 5-4057-854 7-3881 6 7FC300C
General Inclusions.
• Includes shop drawings and data submittals.
• Includes Professional Engineering stamped and sealed drawings for permitting. Includes
permits.
• Includes installation of conduit, wire and devices. (Existing conduit to be used for the new
camera locations) Includes black conduit in exposed areas
• Includes termination of devices.
• Includes lift rental.
• Includes extension of existing 120 VAC circuits for new Power Supplies. Includes Software
modifications to existing XLS3000 system.
• Includes EBI graphic modifications to reflect additional modules DVM R600 graphic
modifications for the cameras Includes Strobe sync with existing equipment
• Includes system pre-testing and checkout. Includes shipping and taxes
• Includes as-built shop drawings.
• Includes final checkout and test with the local AHJ. Includes one year warranty.
2. CLARIFICATIONS, EXCEPTIONS, EXCLUSIONS
2 1 Clarifications
• Work to be performed during standard working hours (M-F, 8am-4pm). Owner will make
work areas available per an agreed schedule
• Any contract or PO issued to Honeywell will reference this Agreement
• Any upgrades to existing field device locations, capabilities, quantities or functionality are
not included in this proposal, unless otherwise noted above.Contingent upon the Authority
Having Jurisdiction approval. requirements beyond the scope of this document will be
submitted in a separate proposal. Existing wire and fire alarm devices are assumed to be
in proper working condition This proposal does not include the repair or replacement of
any non-functional devices or wiring
• The work to be performed and services to be provided by Honeywell under this proposal
assume they are not subject to the federal Buy American Act or Trade Agreements Act or
any other statutory or regulatory restrictions on the source of material or equipment
applicable to the work. Upon request, Honeywell will provide all necessary documentation
and assistance to facilitate approval of any waiver to deviate from any such sourcing
requirements Honeywell will not proceed with any work (engineering, material ordering.
on-site rough in, etc)without a fully executed contract.
• Written direction will be required for any changes or variations from the existing system
layout as it pertains to field device locations, etc.
2.2 Exceptions
• Honeywell is applying and integrating our offerings in accordance with the specifications.
drawings. and functional sequences provided by Company in the tender documents.
Honeywell is not acting as the Engineer of Record for the design of the overall system,
and makes no representation as to whether the design, provided by others. is suitable for
the purpose. We warrant that our offerings will function as documented in our proposal.
data sheets,working drawings and other documentation supplied by Honeywell under this
contract Company is responsible for any and all works not expressly described herein.
Docusign Envelope ID:44EAE3D9-0923-4CE9-843E-5A3FODBCDE2B
Docusign Envelope ID 10166319-6655-4057-8547-388167FC300C
or within subsequent duly executed change orders or amendments For illustrative
purposes only, and without limitation, Honeywell is not responsible for any unapproved
changes or additions to deliverables, products, and materials Honeywell may, during its
contracted work, rely on estimates, audits, and surveys conducted by Company, its
affiliates, or subcontractors. Company warrants the accuracy of such information and
further accepts responsibility for any costs arising out of the provision to Honeywell of
inaccurate data or information Company is responsible for the work product and methods
of their subcontractors.
2 3 Exclusions
• Excludes Davis-Bacon prevailing wage
• Excludes performance and payment bonds. Excludes OCIP and CCIP programs.
• Excludes certified payroll
• Excludes Fire Watch - During such time when the fire alarm system is not functional, the
Owner will provide all required Fire Watches. Excludes Patch/Paint/Match - Owner will
provide all required patching, painting, and matching if required.
• Excludes repair, troubleshooting or replacement of any existing devices or wiring not
specified as being replaced above. Any existing defective devices or wiring discovered
during the commissioning of the system, will be noted and a separate proposal will be
submitted.
• Excludes repair or troubleshooting of any existing troubles. Existing troubles shall be
repaired (not under this proposal) prior to start of work associated with this proposal
3. PROJECT SCHEDULE
A sample project schedule as shown below must be incorporated into all POs under this MPA.
Project Name:
Project No. Deliverable Delivery Date ' Contingencies Notes
T(31] Installation per the 42-48 Weeks from NA NA
above scope of contract execution
work.
4. HRICiNG
S898,900 (Eight Hundred, Ninety Eight Thousand, Nine Hundred, and 00/100)
Payment Upon Customer acceptance of this proposal or contract execution. whichever occurs
first, the Customer shall pay Honeywell$224,725.00 or Twenty Five percent(25%)of the Price
Such payment shall be used for engineering, drafting, and other mobilization costs incurred prior
to on-site installation.
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
—I-) -2 Zc 2.�
lty ttorneyaf Date