EFTA00622613.pdf

Honeywell maw Proposal for Zorro Development Corp. For Zorro Ranch DDC conversion Presented by Stephan von Kalben Honeywell Building Solutions Date September 9, 2015 EFTA00622613 Table of Contents Honeywell Proposal 1 Building Systems Agreement 1 Scope of Work 1 Period of Performance 1 Price 1 Acceptance 1 The Work: 2 General Terms and Conditions 4 Zorro Ranch DDC conversion E6158-1795096A Honeywell Building Solutions ii Copyright © 2015 Honeywell International. All rights reserved. EFTA00622614 Honeywell Proposal Honeywell International Inc. Building Systems Agreement (Rev.01/13) Proposal Number: E6158-1795096A Proposal Name: Zorro Ranch DDC conversion Provider: ("Honeywell") Customer: ("Customer") Honeywell Building Solutions Zorro Development Corp. 9201 San Mateo Blvd NE 49 Zorro Ranch Rd MS-A6 Stanley, NM 87056 Albuquerque, NM 87113 Contact Person: Brice Gordon Work Site Location Name: Zorro Ranch Work Site Location Address: 49 Zorro Ranch Rd, Stanley, NM 87056 Scope of Work Honeywell shall provide the following equipment and services ("the Work-) in accordance with the attached work scope documents and terms and conditions, which form a part of this Agreement. Period of Performance The Work shall commence on October 1, 2015 ("Effective Date") and shall be completed by December 11, 2015 ("Completion Date") Price $54,486.00 U.S. Dollars Payment: Upon Customer acceptance of this proposal or contract execution, whichever occurs first, the Customer shall pay Honeywell ten percent 10% of the Price. Such payment shall be used for engineering, drafting, and other mobilization costs reasonably incurred prior to on-site installation. This proposal is valid for 30 days. Proposal Submitted By: 5,14, 44i. 41044 kidlott Name: Stephan von Kalben Title: Business Consultant Acceptance This proposal and the pages attached shall become an Agreement in accordance with Article 13 of the General Terms and Conditions below and only upon signature below by an authorized representative of Honeywell and Customer, subject to credit approval by Honeywell. Accepted by: HONEYWELL INTERNATIONAL INC. CUSTOMER'S NAME: Zorro Development Corp. acting through Honeywell Building Solutions Signature: Signature: Name: Name: Title: Title: Date: Date: Zorro Ranch DDC conversion Honeywell Proposal E6158-1795096A Honeywell Building Solutions 1 Copyright © 2015 Honeywell International. All rights reserved. EFTA00622615 The Work: Zorro Ranch DDC conversion. Scope of work: Honeywell will provide new equipment to control the existing heat pumps, humidifiers, boiler, and pumps to be installed by others along with providing a new Honeywell Tridium Front End. Create graphics that represent the equipment being controlled, as-Built drawings, submittals, device checkout and customer training along with the following Inclusions, Qualifications, Assumptions and Clarifications and exclusions. Inclusions: 1. This is a parts and smarts proposal, all installation is to be done by others and is not included in this proposal. 2. Provide a total of twenty one (21) new controllers installed by others to control the existing heat pumps. 3. Provide one (1) new Honeywell main controller installed by others to replace the existing DDC controller in the CUP. 4. Provide twenty one (21) new slyk buss temperature and humidity sensors one for each Heat pump controller, installed by others. 5. Walk the buildings with the Mech to create an accurate count of points to control. 6. Create drawings along with sequence of operations prior to conversion for owner approval. 7. Program new Honeywell control system to approved sequence of operation and Honeywell drawings. 8. Provide and install one (1) new server PC station and install Honeywell AX software with an open license. 9. Create graphics that represent the newly installed DDC system controlling the existing equipment on the new front end. 10. Set up alarm paging from the AX front end to email alarms out, provided customer has internet connection supplied by others. 11. Set up a quick connection for owner to access system via a smart phone. 12. Provide up to four (4) hours of training to Mech and owners representatives. 13. Provide (1) year Warranty. 14. Any contract provided to Honeywell will include all language in this proposal. Qualifications: 1. All work to be done during regular business hours. 2. All wiring and installing of Honeywell equipment and or devices is to be done by others. 3. HONEYWELL WILL NOT PROCEED WITH ANY WORK (Engineering, material ordering, on-site rough in, etc.) WITHOUT A FULLY EXECUTED CONTRACT. 4. WRITTEN DIRECTION WILL BE REQUIRED FOR ANY CHANGES OR VARIATIONS FROM THE CONSTRUCTION DRAWINGS OR SPECIFICATIONS AS IT PERTAINS TO THERMOSTAT LOCATIONS, ETC. Assumptions and Clarification: 1. All new DDC control equipment sensors, control valves, valve/damper actuators, relays, DDC panels and accessory control equipment will be electric or electronic. 2. Existing sensors, relays, field devices, etc. are to be considered in working order and reused. 3. Existing buss wiring is considered to be in working order. Zorro Ranch DDC conversion Honeywell Proposal E6158-1795096A Honeywell Building Solutions 2 Copyright © 2015 Honeywell International. All rights reserved. EFTA00622616 Exclusions: 1. Any wiring and/or installation. 2. Any costs for the Test and Balance contractor. 3. Any work that is not defined in this proposal. 4. Any permits. 5. Any DHW pump controls. 6. Any EF work. 7. Any Electric Hot Water Heater work. 8. Any work associated with fire alarm system in building(s). 9. Any work associated with the Smoke control system in building(s). 10. UPS, Surge suppressor and lightning protection for all unitary equipment including FCU, CVAHU, Hydronic and Remote Input/Output controllers, and DDC controllers. 11. Duct smoke detectors, providing, mounting, or wiring of same. 12. Smoke Dampers. 13. Fire Dampers. 14. Smoke/Fire Dampers. 15. Any Dampers of any kind. 16. Access panels, cutting, patching, painting. 17. Permits or fees, payments and performance bonds. 18. Liquidated damages. 19. Lighting control Intelligent Devices and Control Systems to BMS. 20. Power Monitor System Intelligent Devices and Control Units 21. Fire Life Safety Systems. 22. Any training associated with National Dust Control Program. 23. OCIP insurance reduction for our installation subcontractors only. (Honeywell is self-insured and will not participate.) 24. Vertical transportation (man-lift). 25. Dumpsters. 26. Participation in composite clean up crews. Note: Honeywell will provide clean up relating to our work only. Zorro Ranch DDC conversion Honeywell Proposal E6158-1795096A Honeywell Building Solutions 3 Copyright © 2015 Honeywell International. All rights reserved. EFTA00622617 General Terms and Conditions Rev. 01.13 1. WORKING HOURS Unless otherwise slated, dilater and ::cevccs under this Agrcemerl o l be perfotrned dung the hours oll1:00 am. 4:33 pm. local time Monday thicugh Friday. excluding federal holidays. If lot any reason Customer requests Honeywell to lumeh any such labor or services outside of the hours el 8.00 a.m. • 4:30 p.m. local Imo Monday through Friday (or en federal hob:lays). any overtime or other addbonal expense occasioned thereby, such as wets or material costs not included in this Agreement. shall be billed to and paid by Customer. 2. TAXES 2.1 Customer agrees to pay theamount of any new or increased taxes or governmental charges upon later or the prediction, shipment. sale, installation. or use of equipment or software which become &lecke alter the dale of this Agreement. II Customer claims any such taxes do not apply lo transactions covered by this Agreement. Customer shall provide Honeywellwith a lax exemption certificate acceptable to the appicable taxing authorities. 2,2 Tax•Related Cooperation. Customer agrees lo execute any documents and to preside adlrbonal reasonable cooperation lo Honeywell related lo Hempel lax flings under hlernal Revenue Code Section I79D. Honeywel tall be designated the sole Sedan I79D tenalicary. 3. PROPRIETARY NFORIAATION 3.1 All proprietary intrrnation (as defined herein) obtained by Customer from Honeywell n connection wth this Agreement shall remain IX property of Honeywell. and Customer shall not divulge suth information lo any third party witoul prior written consent of Honeywel. As used herein, the term *proprielary information' shall mean written information (or oral information reduced 1ow iling). or irdonnalion in machine.readable form. indudng but not Imbed to software suppled to Customer hereunder which Honeywelldeems proprietary or confrdaftial and characterizes as proprietary at the firm ol disclosureto Customer by marking or labeling the same 'Proprietary. "Confidential'. or 'Sensitive'. The Customer shall incur not obligations herewider with respect to proprietary information which: (a) was in the Customer's possession or was known to the Customer prior kits receipt from I kr .4 ftol is indepenclerty developed by the Customer without the utilization ol such confidential information of Honeywell: (c) is or becomes pudic knowledge through no butt of the Customer: (d) is or becomes available to the Customer from a source other than Honeywell; (el is or becomes available on an unrestricted bans to a thid party from Honeywell or from someone acing under its aired: ft) is received by Customer after notification to Honeywell that the Customer wil not accept any further information. 3.2 Customer agrees that Honeywell may use nonproprietary information pertaining to the Agreement, and the work perlormed under the Agreemert. for press releases. case slates. data analysis. promotional purposes. and other similar documents or slaternents to be Nobly released. as long as Honeywell submits any such document o statement lo Customer for its approval. which shall not be unreasonaby withheld. 4. INSURANCE OBLIGATIONS 4.1 Honeywell shaft. at it own expense. carry and maintain in lorce at all limes ken the effectivedale of the COIllraCI through final complelon of the work the (atoning insurance. II is agreed. however. that Honeywell has theright to insure or sail-insure any of the insurance coverages fisted below (a) Commercial General Liatifily Insurance toMatte ccnlractual liabity, wochetstompleted operations liabilty with a combined single knit ol USD 52.000.000 per occurrence. Set policy will bar written on an occurrence form basis: (lol If auto/rot:les ere used in the exact/Ion of the Centred. Automobile Uablity Insurance with a rrinirnum combined single knit ol USD 52.000.000 per occurrence. Coverage will include all owned, based. non-owned and bred vehicles. (e) Where apdicabk. 'Aft Risk' Properly hsurance. including Balcids Risk insurance. for physical damage to property which is assumed in the Contract. (dl Workers' Compensation Insurance Coverage A' Stahrlory limits and Coverage &Employer's Uabilty Insurance with knits ol USG 61.000.000kw bodly inpsy each accident or dsease. Honeywell will net issue cenerage on a per pitied basis. 4.2 Prior to the commencement of the Contract. I MI knish evidence of said insurance average in the tom of a Mernerancbm of Insurance vrhich is accessible al: blywithonevwell comeltowma. MI insurance required in Ms Article rill be mitten by companies with a rating ol no less than 'M. )(IF by A.M. Best or equivalent rating agency. Honeywell wil ended or lo woad* a Ihrly (30) day notice of =moldier' or non.renewal to the [intorno,. In the evert that a se/Sinsured programis implemented. Honeywell will Frondeadequate proof of Inancial re-soon:tiny. 5. HAZARDOUS SUBSTANCES. MOLD AND UNSAFE WORKNG CONDITIONS 5.1 Customer has not observed or received notice from any source (formal or 'Memel) of (a) Hazardous Substancesor Mold. either airborneor on or within the walls. Doom ceibigs, heating. vemlaten and at oondboring systems. plumbing systems. strudwe, andotter components of the Site. or within furniture. fixtures. °quarried . contends or pip:Mies in a Srle. or (o) cmdbons that, to Customer's knowledge. might cause or porthole accumulation. concentration, growth or dispersion of Hazardous Substances or Mold on or within such loc.:ix 6.2 Honeywell is not responsible for deterinnino whether the Covered Ectupment or the tenteralute. hurrichy and ventlabon 'vamp used by CoSIOMI, are appropriate for Customer and the Ste except as specdcaly provided in an alladed Work Scope Document. 5.3 II any such materials. situations or conditions. whether dsclosed or not. are in fad discovered by Honeywell or others and deride an unsafe condrten for the performance of the work or Services. the 'tumefy of the conclbon shall constitute a cause beyond Honeywell's reasonable control and Honeywell shall have the right to cease the work or Services until the area has been made safe by Customer or Customer's reptesentdve. al CUSSOM3I's expense. Honeywell shal have the right to terminate this Agreement it Customer has not fully reniedaled the unsafe condition wthin sixty (60) days of discovery. 6.0 Customer represents that Customer has not retained Honeywell to discover insect. irwesbgate. idenNy, prevent or remedial° Hazardous Substances or Mold or conditions caused by Hazardous Substances or Mold. 5.6 TO THE FULLEST EXTENT ALLOWED BY LAW. CUSTOMER SHALL INDEMNIFY AND HOLD HONEYWELL HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND COSTS OF WHATEVER NATURE. INCLUDING BUT NOT LSAITED 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 IN THIS SECTION. THE EXISTENCE OF MOLD OR A HAZARDOUS SUBSTANCE AT A SITE. OR THE OCCURRENCE OR EXISTENCE OF THE SITUATIONS OR CONDITIONS DESCRIBED IN THIS SECTION. WHETHER OR NOT CUSTOMER PROVIDES HONEYWELL ADVANCE NOTICE OF THE EXISTENCE OR OCCURRENCE AND REGARDLESS OF WHEN THE HAZARDOUS SUBSTANCE OR OCCURRENCE IS DISCOVERED OR OCCURS. THIS INDEMNIFICATION SHALL SURVIVE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON. 6 WARRANTY AND LIIMTATION OF I LABS IT'( 6.1 Honeywellmil replace or repair any product Honeywell provides under this Agreement that fails within the warranty period (one) 1 year because ol defective workmanship or materials, except lo to extent the failure results from Customer negligence. or from fire, lightning. water damage, or any other cause beyond the control of Honeywell. This warranty applies to all products Honeywell provides under Mc Agreement. whether or not manufactured by Honeywel The warranty,: effective as of the date of Customer acceptance of the product or the date Customer begins beneficial used the product. whichever occurs first. 6.2 THE WARRANTES SET FORTH HEREIN ARE EXCLUSIVE. AND HONEYWELL EXPRESSLY DISCLAIMS AND CUSTOMER EXPRESSLY WAIVES ALL OTHER WARRANTIES. WHETHER WRITTEN OR ORAL IMPLIED OR STATUTORY. INCLUDING BUT NOT MUTED TO. ANY WARRANTY OF WORKMANSHP. CONSTRUCTION. MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO THE SERVICES EQUIPMENT. AND MATERIALS PROVIDED HEREUNDER. Honeywell SHALL NOT BE LIABLE FOR ANY PROPERTY DAMAGE. PERSONAL INJURY. LOSS OF INCOME. EMOTIONAL DISTRESS. DEATH. LOSS OF USE. LOSS OF VALUE. ADVERSE HEALTH EFFECT OR ANY SPECIAL INCIDENTAL INDIRECT. SPECULATIVE. REMOTE. CONSEQUENTIAL PUNITIVE. OR EXEMPLARY DAMAGES. ARISNG FROM OR RELATING TO. THIS LIMITED WARRANTY OR ITS BREACH. 6.3 Honeywell mantes no representation or warranty. exprecs, impfed or othervide. regardng Hazardous Substances or Mold. Honeywel shall have no duly. obigation or all of which Customer exwessy waives. lot any damage or claim, whether known or unknown. including but not limited to properly damage, personal injury, loss of Zorro Ranch DDC conversion Honeywell Proposal E6158-1795096A Honeywell Building Solutions 4 Copyright © 2015 Honeywell International. All rights reserved. EFTA00622618 income. emotional distress, death. leas of use, loss ol vale. adverse health affect or any special. consequanba. punitive. exemplary or other damages. regardess of whether such damages may be caused by et otherwise associated with defects n the Services. in whole win part due to or arising Iran any investgaion. lestng. analysis. monterng. cloanng, removal. dispasal. abalarnent. re elation, decentarninalitin. repair. replacement. relocaion. loss ol use ol building. or *queen( and systems, or persona injury. death or dsease in any way associated with Hazardous Substances a Mold. 7. MDEMNITY Honeywell agrees to indemnify and hold Customer and its agents and employees harmless Iron all claims for bodily "'jury and properly damages to the extent such clams result from or arise under Honeywell's negligent actions or AM'S mtscorelud in it perfarmance el the Work required under this Agreement. provided that suds indemnity obligation is valid arty to the ex ent (0) Customer gyes Honeywell immediate notice in warm of any such claimsand paints Honeywell. 0vough counsel ol its choice and Honeywell's sole cost and expense. to answer the claims and defend any related suit and (ii) Customer glues I len.p...11al needed information. assistance and aulhordy, at Honeywell's expense, to arable Haeywel to defend such sot. I shall not bar responsble for any settlement without Ss written console. Honeywell shall not be liable or loss or damage caused by the negligence of Customer or any other party a Slnl party's employees a agents. This olagalon shall survive leemnaton of this Agreement. Nolvethstarding the foregang. Customer agrees thit Honeywell wit not be responsible for anydamages caused by Mold or any other fungus or biological material a agent. includng but not limited to property damage, personal irytry. lass el income. emotional dstess. death, loss ol use, loss of vale*, adverse health eftect or any special. consequential. plaltree. escapism or ether damages, regardless ol whether such damages may be caused by or otherwso associated with defect in the Services. 8,1 WITATICIN OF 114811 n.y 8.1 IN NO EVENT SHALL HONEYWELL BE LIABLE FOR ANY SPECIAL, INCMENTAL, INDIRECT. SPECULATIVE. REMOTE. CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. WHETHER ARISING OUT OF OR AS A RESULT OF BREACH OF CONTRACT. WARRANTY. TORT (INCLUDING NEGLIGENCE). STRICT UABLITY. MOLD. MOISTURE. INDOOR AIR QUALITY. OR OTHERWISE. ARSING FROM. RELATING TO. OR CONNECTED WITH THE SERVICES. EQUIPMENT. MATERIALS. OR ANY GOODS PROVIDED HEREUNDER. 8.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. IF A PORTION OF THE SERVICES INVOLVES THE INSTALLATION AMICIR MAINTENANCE OF SYSTEMS ASSOCIATED WITH SECURITY ANI/OR THE DETECTION OF AND,OR REDUCTION OF RISK OF LOSS ASSOCIATED WITH FIRE. HONEYWELL'S TOTAL LIABLITY ARISING OUT OF OR AS A RESULT OF ITS PERFORMANCE UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THIS AGREEMENT. 9 eXCIMAIII F np AYe Honeywell shell not be fable ler damages caused by delay or interruption in Services due to lire. Hood. corrosive substances in the air, sake. lockout. dsputo with workmen. inablity to obtain material et services. cows:non. war, acts el God, the presence el Hazardous Substances or Mold. or any other cause beyond I km.p..Irs reasonable control. Should any part ol the system or any &marred be damaged by f re. water. lightning. acts el God, the presence of Hazardous Substances or Mold. third cartes. or any other cause beyond the contra of Honeywell. any repairs or replacement shall be pad for by Customer. In the event of any such delay. date ol shipment or perlormance shall be extended trir a period equal to the time lost by reason el such delay. and Honeywell shall be entitled to recover from Customer its reasonable coals. ovatead, and profit arcing from such delay. 10. PATFNT woman 10.1 Honeywell shell. alit expense, defend cr. ails option. settle any suit that may be intatteled agaral Customer for alleged infringement el any United Stales Reeds related to the hardware or software manulactured and provided by Honeywell under this Agreement rthe equipment'). provided that al such alleged infringement consists only in the use ol such equipment by tsell and not as part et a in combination with, any other devices. Wes or software not provided by Honeywell bent:der. b) Customer gives Honeywell inmedale notice in writing ol any such suit and pernits Honerveft. through counsel oft: chase. to answer the charge ol infringement and delend such suit. and o) Customer grves Honeywel all needed infamation. assistance and authority, al Honeywell's expense. to enable I len.p..11 to delend such suit. 10.2 II such a sot has occurred, or in Honeywell's opinion is likely to occur. I km.p..11 may. al its election and expense: a) abler for Customer the right to cortex using such equipmerd: bl replace, correct et mcddy it so that d is not infringing: a if nether a) or b) is feasible, then c) remove sear easement and grant Customer a credit therefore. as depreciated. 10.3 In the case of a fnal award ol damages in any st.ch set. Honeywell wit pay such award. Honeywell *all not. however. be tezpanuble SDI any t;eillermr! made without its mitten consent, 10.4 THIS ARTICLE STATES HONEYWELL'S TOTAL LIABILITY AND CUSTOMER'S SOLE REMEDY FOR ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT BY THE HARDWARE MANUFACTURED AND PROVIDED 0 Y HONEYWELL HEREUNDER. 11. SOFTWARE LICENSE All software provided in connection with gas Agreement shat be Cleansed and not sold. The end user ol the software wit be required to sign a (tense agreement with provisions limiting use of the software to the equipment provided under these spoof cations. limning copying, preserving conlidentiaity, and prohhing Vander lea third party. Licenses ol this type are standard ler computebased equpirerd of the type covered by this Agreement. Customer shot be expected to grant Honeywell access to the end user ler proposes of attaining he necessary :aware kens*. 12. DISPUTE RESOLUTION With IX exception of any controversy or darn arising out ol or related to the nsidlabon. rrentonng. areltor mardenance of fire and'or security systems. the Parties agree that any controversy or daim between Honeywell and Customer arcing out of or relabng to this Agreement, or the breach tereol, shall be settled by arbitration in a neutral venue. conducted n accordance with the Constructon Industry Arbdralion Rules of the American Artitraten Associdon. Any award rendered by the art* MCC shall be 'nal, and judgment may be enteredupon it n accordance with applicable lawn any court having jurisdiction tiered. Any cortroversy or dam arising out of or related to theinstallaion, monitoring. and maintenance ol systems associated with sectrily arde the delecbon ol. ardror reduction of risk of associated with lire she] be resolved in a court ol competent jurisdiction, 11. ACCEPTANCE OF THE CONTRACT This proposal and the pages attached shell become an Agreement upon signature above by Honeywell and Customer. The terms and conditions are expressly limited to the provisions hereof. including Honeywell's General Terms and Conditions attached hereto, notrethstandng receipt S. or acknowledgment by. Honeywel of any purchase eider. :peal cation. or other document issued by Customer. My addbanal or diluent terms set forth or referenced in CUSIOIreis 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 resuang order. 10 WeiCfl I *HRH.* 10.1 This Agreement represents the erne Agreement between Customer and Honeywell for the Work described herein and supersedes all poor negotiations. representations or Agreements between the Panes related to the work descrbed herein. 14.2 None of the previsions of this Agreement shall be melted. altered, changed or voided by any subsequent Purchase Ceder or other document unilateraly issued by Customer that relates to the subject matter of this Agreement. This Agreement may be amended only by written instrument signed by both Partes, 14.3 This Agreement shall be inverted by the law of the State where the work is to be performed. 14.4 Any provision or pan el this Agreement held to be void or unenforceable under any laws or repute& ons shall be deemed stricken. and al remaking provisions shal continue to bar valid and booing upon Hcneywel and Customer, who agree that this Agreement shall bar reformed to replace such sIncken provision or part thereof with a veld and enforceable provision the comes as dose as passible to expressing the mention ol the stricken crampon. 14.5 Customer may not assign its rights or delegate Ss olagalons under the Agmerrent, in whole or in part, wthoul the prior written consent of Honeywell. Honeywell may assign its rigN to receive payment to a third party. l& TERMS OF PAYMENT Subject to Honeywell's approval ol Custerrees credt, payment leans are as follows: Zorro Ranch DDC conversion Honeywell Proposal E6158-1795096A Honeywell Building Solutions Copyright © 2015 Honeywell International. All rights reserved. EFTA00622619 Prowess Payments Honeywel will invoice at least math far all materials delvered to the job site or ban off.sile storage 'entity and la al installation. Leber. and services performed, both on and ell they* site. Customer agrees le pay the full amounts invoiced, less retainer. upon receast of the invoice at the address specified by the Customer. Invoices not paid within thirty (301 days of the invoice dale are past due and accrue interest Iron the invoice dab to the date ol payment at the rate ol one patent (1%) per month. cornpaweed monthly. or the highest legal rate then allowed. Retainane Customer shall not witIrrold. as retainer. a grader percentage than is withheld from Customer under a prime contract. it appicable. Customer shall pay al retainage to Honeywell within 30 days thin Honeywell's work is substantaly complete. Suspension of work • II Honeywell. having perlomed work per Agreement requirenerds, does not receive payment within thirty (30)days aka submission of a Honeywell invoice. Honeywell may suspend work until Customer provides remedy. lit. WORK BY OTHERS 18.1 Unless otherwise :Ideated. the lollowing items are lobe furnished and instated by others: electric wiring and accessories, all inline devices findudng but not limited to flow tubes, hand laves. orifice plates, orb:a flanges. We.). ppe arid ppe penetrations ',eluding flanges /Of mounting pressure and level transmitters, temperature sensors, vacuumbreakers. gauge glasses, water columns. equipment loundatens. riggings, steam tracings. and al other items and work of Ike nature, Automatic wive bodes and diapers lurnished by Honeywell we le be instated by others. 19.2 Services Honeywell will provide under this Agreement specifically exclude professional services which constitute the practice of architecture or engineering unless spenicaly sel forth in the Scope ol Work. Customer or Owner will specify all performance and design oileria that Honeywell will tollow in perlorrring Work under this Agreement. If professional design services or cerlificaions by a design professional related to systems, materials. or *quit:doer,' is required. such services and cedicalions are the responsitifily of others. To the Idlest extent permittedby law. Customer shall indemnify and hold harmiess Honeywell and its agents and employees from and against any and all dams, damages. losses and evenses, induding but al limited le atiorneys fees, that n any way result from or wise under breach el the representations in this Section 16. This indemnification shal sun/me termination el this Agreement lot whatever reason. Nothing n this Section IS shag be construed to require that Customer indemnity and held harmless Honeywell from claims and costs resulting horn Honeywell's negligent actions or willful misoorduct. 17. gm WFRy Del very of ecejornerd not agreed on the face hereof to be installed by or with the assistance of Honeywell shal be F.O.B. at I len" ladory, warehouse, or olfice selected by Honeywell. Delwary of ecePrnerd agreed on the lace hereof lo bat installedby or with the assistance of Honeywell shall be C.I.F. at site of installation. 16. DAMAGE OR LOSS Honeywell shall not be fable lot damage So or lass of eche:anent and software after delvery So destination de4errnined by this Agreement or any applicakie prime contract. II thereafter, and prior to payment in kill le Honeywell by Cuslomer, any such equipment or software is damaged or destroyed by any cause whatsoever, other than by the ladt of Honeywell, the Customer agrees promptly le pay or reirrilowse Honeywell for such Less, 19. TERMINATION 19.1 By Customer. Customer nay terminate this Agreement tor cause if Honeywel dealt n the performance of any material term ol this Agreement. or las or neglects to carry toward the Work in accordance with this Agreement, alter giving Honeywell twitten notice ol its inert to terminate. II Honeywel has not, within sewn (7) business days after receipt of such notice. acted to remedy and make good such deficiencies. Customer may !emanate this Agreement and lake possession ol the sib together with al materials themen, and mere to complete the Work itself expectantly. Upon request of Honeywell. Customer will furnish to floneywel a deleted accounting el tome costs incurred by Customer in finishing theWork. II the unpaid balance of the contract vice exceeds the expense of finishing the Work, the excess shal be pad to Honeynell. bud the expense exceeds the unpaid Odense. Honeywell shall pay the ddlerence to Customer. 19.2 By Honeywell. Honeywel may terminate this Agreement Kr cause (including. but not haled to. Customer's Velure to make payments as agreed herein) after giving Customer written notice el is intent to terminate. II, within seven (71 days Idlovring receipt ol such notice, Customer Nils So make the payments then due, or otherwise lads to cure or perform its obigakons, floneywel may. trywriian notice to Customer, terminate this Agreement and recover from Customer payment lw Workexecuted and lw losses sustaeed for materials. Sods, construction awipment and machinery. ncludng but not limited to. reasonable overhead, profit and applicable damages. 20. CHANGES IN THE WORK 20.1 A Change Order is a whiten order signed by Customer and Honeywell authorizing a change in the Work or adjustment in the price or a chants, to the schedule. 20.2 Customer may request Honeywell to submit proposals ter changes in the Work. subject to acceptance by Honeywell. If Customer chooses to proceed. midi changes in the Work will be authorized by a Change Order. Ur/ass otherwise specifically agreed to in writing by bath parties. if Honeywell submits a proposal pursuant to such request but Customer chooses not to proceed. Customer shall issue a Change Order to reimburse Honeywell for any and al oasts incurred in preparing the proposal. 20.3 Honeywell may make a whiten request to Customer to modify this Agreement based on the recent of. or the discovery ol. information that that Honeywell believes will cause a change to the scope, price, schedule, level ol perk:m ance. or other facet of the Agreement. Honeywellwill submit its request to 0J5101M within a reasonatle limo after receipt of, or the discovery el. information that Honeywel believes wll cause a change to the scope, price, schedule. level el performance. or other facet of the Agreemerd. This request shal be submitted by Honeywell before proceeding to execute the Work. except in an emergency endangering life or property, in which case Honeywell shall have the authanty to act, in its discretion. to prevent threatened damage, injury or loss. Honeywell's request MI include information necessary to substantale the elled of the change and any impacts to the Work. inducing any change n schedule or contract price. NI len-p..11's request is acceptable le Customer. Customer will issue a Orange Cider consistent therewith. II Customer and Honeywell cannot agree on the amount ol the aciustmerd n the Price. or the Schedule. it shal be determined pursuant to the Dispute Resell/on article ol this Agreement. My change in the Price or the Schedule resulting Iron such claim del be authorized by Change Croler. 21. ACCEPTANCE OF THE WORK Upon receipt ol malice by floneywal that the Work is ready ter final inspection and acceptance. Customer will make such final inspection and issue acceptance within thee (3) business days. Acceptancewill be in a farm provided by Honeywell. stating that to the test of Customer's knowledge. information and belief, and on the bases of Customer's on site visits and inspections. the Work has been Idly completed in accordance with the terms and conditions ol this Agreement. tl Customer linds the Work unacceptable due le nonconpliance with a material element of this Agreement. which noncompliance is due solely to the lauk of Honeywell. Customer wit redly Honeywell in writing within the three (3) business days setting loth the specific reasons kr nonacceptance. Customer agrees that Velure to inspect ander failure to issue proper notice ol nonacceptance within three (3) business days shall constitute linal acceplance of the Work under this Agreement. Customer hither agrees that partial or benelidal we of the Work by Customer or Owner prof to linal inspection and acceptance will constitute acceptance of the Work under this Agreement. To the fullest extent permitted by law. Customer shall indernnily and hold harmless Honeywell and its went: and employees from and against any and all claims, damages, losses and expenses, inducing but nol limited So attorneys' lees. Mal in any way result from or arise under breach of the representations in this Sedan 21. This indemnification shal sunny termination of this Agreement lot whatever reason. Nothing in this Section 21 shall be construed to require that Customer indemnity and hold harmless Honeywell from claims and oasts resulting from Honeywell's rieligent actions or Wilftll misconduct. 22 DEFINITIONS 221 'Hazardous substance' includes ail ol the following, and any by•weduct of or from any ol the lollowirg, whether naively occurring or manuladured, in quanites, conditions or concentrations the have, are alleged to have, or are believed to have an adverse effect on human health, habtatality of a Site, or the enwonmerd: (a) any dangerous, hazardous or toxic pdhAant, conlarrinant, chemical, material or sdostance defined as hazardous or lobe or as a pollutant w conlarninant wider slate or Ward law, and (b) any petrdeurn product. nuclear luelor material, carcinogen, asbestos, wea lormaldehyrb. loarned.nplao, inn/dice. polychlorinated biphenyl (PCBs)• and (cl any other chemical or leolowcal material or organism, that has, is alleged to have, or is believed to have an adverse died on human health. habtatility el a Site, or the enviroartent. 22.2 'Mold' means any type or lam of fungus or boloweal material or agerd, including mold. rrildew, moisture, yeast and mushrooms, and any mycotomns. spores, scents, or byproducts produced or released by any ol the foregoing. This includes any related or any such conditions caused by third parties. 22.3 'Covered Equipment' weans the *gunmen< covered by the Services to be performed by Honeywell wider this Agreement, and is limited le the aqui:went included in the respective work scope anadwents. Zorro Ranch DDC conversion Honeywell Proposal E6158-1795096A Honeywell Building Solutions 6 Copyright © 2015 Honeywell International. All rights reserved. EFTA00622620