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HomeMy WebLinkAboutHoneywell International - Smart City Strategic Planning Service Agreement - 8.15.2022Honeywell 2 August 2022 Ms. Wendy Bowman Communications Director City of Waterloo, IA 715 Mulberry Street Waterloo, IA 50703 Subject: Smart City Strategic Planning Services Agreement Dear Wendy: Honeywell is pleased to present our proposal for Smart City Strategic Planning Services to align city stakeholders, define high -impact project opportunities, and help secure funding for one or more Recommended Smart City Projects as mutually agreed to improve the city's quality of life, community resiliency, economic vitality, and social equity. Exhibit A defines our proposed Scope of Work, Exhibit B includes a typical Smart City Strategic Plan Table of Contents, and Exhibit C includes our standard Terms and Conditions. Honeywell International is a world technology leader in aerospace, buildings, materials and technologies, and safety and productivity with $32.6 billion revenue in 2021. The Honeywell Smart Cities organization has led the successful planning and implementation of more than 80 smart cities globally, helping these cities reduce operational costs, improve public safety and transit, and enhance the citizen's quality of life. We look forward to supporting you and the City of Waterloo's stakeholders. Please let me know if you would like to schedule a call or meeting to discuss. Thank you. Sincerely, George Karayannis Honeywell Sustainable Cities Honeywell Honeywell International Inc. Proposal Number: 148-08-2022 Proposal Name: City of Waterloo Smart City Strategic Planning Services Date: 2 August 2022 Provider: ("Honeywell") Customer: ("Customer") Honeywell International Inc., through its City of Waterloo, IA Honeywell Sustainable Cities business unit 715 Peachtree Street, NE Atlanta, GA 30308 Contact: George Karayannis Phone #: 303-517-3148 Email: george.karayannis@honeywell.com 715 Mulberry Street Waterloo, IA 50713 Contact: Wendy Bowman Phone #: 319-830-9362 Email: wendy.bowman@waterloo-ia.org Work Site Location Name: City of Waterloo City Hall, and Remote Work Site Location Address (the "Site"): 715 Mulberry St., Waterloo, IA and Remote Scope of Work: Honeywell shall provide the following services (the "Work") in accordance with the General Terms and Conditions attached hereto and any work scope documents, or other exhibits or schedules attached hereto. "Agreement" means this proposal signed by Honeywell and Customer, the General Terms and Conditions attached hereto, and any work scope documents, or other exhibits or schedules attached hereto. The Scope of Work in this Agreement is limited to the development of the Smart City Strategic Plan ("Plan"), as described in the attached Exhibit A. The Smart City Strategic Plan workshop identified in Track 1 is expected to occur in the first month of the engagement, with the final plan expected to be delivered within 90-120 days. The Plan will consolidate findings from the Honeywell -facilitated Stakeholder Workshops, along with direct feedback from city leaders and input from the Honeywell Smart Cities team. The Plan will be delivered in interim stages throughout the project, with a final plan expected to be delivered and presented to Mayor's Office and designated stakeholders. The Plan will be provided as Microsoft Word and PowerPoint files delivered in a pdf format. Period of Performance: The Work is expected to take approximately 90-120 calendar days, dependent upon Honeywell gaining sufficient access to City stakeholders. Smart City Strategic Planning Services Proposal 2 Honeywell Additional Clarifications, Qualifications and/or Exclusions: None Price: Honeywell shall provide this Scope of Work and provide support for one (1) Smart City Project grant application as mutually agreed at no cost. The value of Honeywell's in -kind services for this Scope of Work is approximately two hundred and fifty thousand dollars ($250,000). City of Waterloo confirms that it has all requisite power and authority necessary to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder and is not prohibited from entering into this Agreement or discharging and performing all covenants and obligations on its part to be performed under and pursuant to this Agreement. The execution, delivery and performance of this Agreement by City of Waterloo have been duly authorized by all necessary action on the part of City of Waterloo and do not and will not require the consent of any trustee or holder of any indebtedness or other obligation of City of Waterloo, any other party to any other agreement with City of Waterloo or any other person or entity. This proposal is valid for 30 days. Submitted by Honeywell Building Solutions: By: ii-L-cir(� Name: George Karayannis Title: Sustainable Cities North American Lead Acceptance: This proposal and the pages attached shall become an Agreement in accordance with the General Terms and Conditions below only upon signature below by an authorized representative of Honeywell and The City of Waterloo. Accepted By: HONEYWELL INTERNATIONAL through its Honeywell Sustainable City Business Unit CUSTOMER: THE CITY OF WATERLOO Signature: Signature: Name: Matthew Britt Name: Title: Global GM Smart Cities Title: Date: 2 August 2022 Date: Exhibit Quenitn Quentin Hart Mayor 8/15/2022 Smart City Strategic Planning Services Proposal 3 Honeywell Smart City Strategic Planning Service Scope of Work (SOW) This SOW defines the proposed work elements between the City of Waterloo and Honeywell to create a four -track Smart City Strategic Plan using the process shown in Figure 1 below. A key component of all four tracks, which will advance largely in parallel, is Honeywell's support in applying for federal grant funding for one transportation infrastructure related project in alignment with the Infrastructure Investment and Jobs Act and other funding sources as applicable. SMART CITY STRATEGIC PLANNING PROCESS Help the city thoughtfully and collaboratively envision, plan for, and finance a safer, healthier and more connected future. Honeywell's lightweight processis expected totake 8-10 weeks and is facilitated by deeply experienced Smart City practitioners. Track One .1•} • Develop Smart City goals and objectives through ► stakeholderworkshops and interviews Track 1 Smart City Vision Stakeholder engagement Track 2 Strategic Alignment Prioritize Smart City strategic elements Track Two • Define and prioritizetop high -impact project recommendations • Focus on governance models, accountability and transparency Track 3 Project Definition Define projects and business models ++ Track Three �-1�-� • Create a Smart City operational framework • Establish goals and Key Performance Indicators (KPIs) • Focus on top priorities andpotential funding source(s) X Track 4 Smart City Playbook Create implementation playbook Project Implementation Execute projects as mutually agreed after plan is complete Track Four • Support the writing of one Smart City grant application as mutually agreed Honeywell Confidential- 02021 by Honeywell International Inc. All rights reserved. Track 1 — Smart City Vision This track will identify the priorities and desired outcomes as described by a focused set of key stakeholders and will include transportation and resiliency focused goals and objectives such as reducing operational costs, enhancing the citizen experience, strengthening community resiliency, improving public safety, and bridging the social equity gap. Honeywell will engage key city staff and related stakeholders as mutually agreed. The Smart City Vision elements defined in this track will serve as the basis for Key Performance Indicators (KPIs) developed in Track 2 and will guide project identification and final project prioritization in Tracks 3 and 4. Track 2 — Strategic Alignment This track builds on the Smart City Vision elements developed in Track 1 to create a Smart City Operational Framework to serve as a roadmap for managing and supporting any Smart City projects implemented. The Operational Framework will help the city integrate new capabilities into current systems and processes, define associated KPls, and serve as an essential element for the grant application. Track 3 — Project Definition Smart City Strategic Planning Services Proposal 4 Honeywell This track includes the definition of high impact Recommended Smart City Projects and potential business models that can be implemented to achieve the goals and objectives defined in Track 1. Honeywell will map Recommended Smart City Projects to the city's values and stakeholder feedback to ensure alignment. The definition of the top Recommended Smart City Projects will include a problem statement, recommended solution, high level solution requirements and expected benefits. Track 4 - Smart City Playbook This track will identify the critical path items for unlocking the value of the prioritized projects identified in Track 3 and will help guide the city through the implementation process. The Smart City Playbook will define an overall Smart Cities governance structure and identify city department leaders responsible for the success of each implemented project. As a result of this effort, one smart city project will be finalized and selected for grant writing support as mutually agreed. Elements to include the identification of funding sources (e.g., Infrastructure Bill), technical requirements, cost, and schedule. Key Deliverables: • v1.0 of the city's Smart City Strategic Plan presented in pdf formats to city leadership to include the Mayor's Office and City Council. • Support for writing one (1) Smart City Recommended Project grant application as mutually agreed. • Status reports provided to the Smart City Project Leader as mutually agreed. Deliverables for each track are described below. Track Title Deliverables 1 Smart City Vision Facilitate at least one city stakeholder in -person workshop Definition of Smart City Goals Publish v0.5 of the Smart City Strategic Plan 2 Strategic Alignment Definition of the Smart City Operational Framework Definition of Smart City KPIs Publish v0.7 of the Smart City Strategic Plan 3 Project Definition Define Recommended Smart City Projects Publish v0.9 of the Smart City Strategic Plan 4 Smart City Playbook Definition of Smart City governance structure and project ownership Publish v1.0 of the Smart City Strategic Plan Draft and submit one Smart City Recommended Project grant application In order to achieve the desired outcomes for this SOW, the city agrees to provide the following resources and materials in support of the Key Deliverables: 1. A Smart City Project Leader assigned to facilitate all efforts between Honeywell and the city. 2. Answers to questions and documentation as requested in a timely fashion. 3. Physical access to survey facilities and infrastructure as needed. Smart City Strategic Planning Services Proposal 5 Honeywell Exhibit B Typical Smart City Strategic Plan Table of Contents TABLE OF CONTENTS Document Version Timeline Acronyms Used Introduction 2 A Day in the Smart City Life 4 Smart City Strategic Plan 5 What Does Smart City Mean? 5 Smart City Elements 8 Smart City Pillars 12 Data Govemance 14 Data Management 14 Data Ingestion 14 Data Production 15 Data Governance 15 Data Retention 15 Open Data 17 Open Standard Protocols 17 Data Sharing Agreements and the Need for Independent Evaluation 18 Open Data Ownership and Management 18 Cyber Security 21 Confidentiality — Secure Configuration & Design Services with Penetration Testing 22 People - Cyber Security Assessments, Awareness & Training 22 Processes — Guidelines, Frameworks & Standards 23 Technology - Cyber Security Appliances & Software, Cyber Security Monitoring 23 Availability — Recovery Planning and Post Incident Advisory 24 Integrity — Application Deployment and Asset Management 24 Strategic Plan Development Methodology 26 Strategic Plan Process 26 Capturing the Voice of the Customer 26 User -Centered Stakeholder Engagement 27 Incorporating Stakeholder Feedback 29 Stakeholder Engagement Summary 31 Stakeholders 31 Honeywell User Experience Approach 32 Stakeholder Feedback - Top 5 Operational Priorities 33 Opportunities for Technology 35 Stakeholder Feedback Implications 36 Citizen Engagement & External Stakeholder Feedback 39 Summary 39 Business Models and Project Funding 41 Smart City Project Opportunities 43 Recommended Projects Mapped to Core City Values (K.Y.L.E.1 43 Recommended Proiects Mapped to Stakeholder Feedback 44 Recommended Smart City Projects 45 1. Smart City Platform 45 2. Cyber Security Monitoring Managed Services 50 3. Digital Citizen Engagement 52 4. Smart Water Infrastructure 55 5. Energy Resiliency 57 6. Autonomous Vehicle -Ready Transportation Infrastructure 58 7. Public Safety and Emergency Response 61 Addendum 64 Smart City Maturity Hierarchy 64 Smart City Key Performance Indicators (KPIn 65 Smart City Proiect Examples 67 Revenue -Generating Opportunity Partnerships 69 Smart City Strategic Planning Services Proposal 6 Honeywell Exhibit C General Terms and Conditions Municipal Advisor Disclaimer HONEYWELL BUILDING SOLUTIONS, A STRATEGIC BUSINESS UNIT OF HONEYWELL INTERNATIONAL INC. ("HONEYWELL"), IS NOT A MUNICIPAL ADVISOR AND CANNOT GIVE ADVICE WITH RESPECT TO MUNICIPAL SECURITIES OR MUNICIPAL FINANCIAL PRODUCTS TO YOU ABSENT YOUR BEING REPRESENTED BY, AND RELYING UPON THE ADVICE OF, AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR. HONEYWELL IS NOT SUBJECT TO A FIDUCIARY DUTY WITH REGARD TO YOU OR THE PROVISION OF INFORMATION TO YOU. INFORMATION ABOUT MUNICIPAL SECURITIES AND/OR MUNICIPAL FINANCIAL PRODUCTS, IF ANY, IS PROVIDED FOR EDUCATIONAL PURPOSES ABOUT POSSIBLE FINANCING OPTIONS AND IS NOT THE PROVISION OF ADVICE OR A RECOMMENDATION TO PURSUE ANY PARTICULAR FINANCING OPTION. CONSULT WITH YOUR INDEPENDENT REGISTERED MUNICIPAL ADVISOR ABOUT THE FINANCING OPTION APPROPRIATE FOR YOUR SITUATION. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in this communication (including any attachments), unless otherwise specifically stated, was not intended or written to be used, and cannot be used, for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to another party any matters addressed herein. The information contained herein is general in nature and based on authorities that are subject to change. Honeywell Building Solutions, a strategic business unit of Honeywell International Inc., recommends that you consult your tax adviser to understand its applicability to specific situations. 1. Working Hours 1.1 Unless otherwise expressly stated in this Agreement, all labor and services under this Agreement will be performed during the hours of 8:00 a.m. to 4:30 p.m. local time Monday through Friday, excluding federal holidays. If for any reason Customer requests Honeywell to furnish any such labor or services outside of the hours of 8:00 a.m. to 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 Customer. 2. Taxes 2.1 Honeywell's pricing excludes all taxes (including but not limited to, sales, use, excise, value-added, and other similar taxes), tariffs and duties (including amounts imposed upon any products or goods made available under this Agreement or bill of material relating thereto under any law, rule, or regulation (collectively "Taxes"). Customer 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 Customer for such Taxes unless at the time of execution of this Agreement, Customer furnishes Honeywell with an exemption certificate or other documentation sufficient to verify exemption from the Taxes to the satisfaction of Honeywell. In no event will Honeywell be liable for Taxes paid or payable by Customer. This clause will survive expiration or any termination of this Agreement. 2.2 Tax -Related Cooperation. Customer 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. Smart City Strategic Planning Services Proposal 7 Honeywell 3. Proprietary Information 3.1 All proprietary information (as defined herein) obtained by, or made available to, Customer from Honeywell in connection with this Agreement will remain the property of Honeywell, and Customer will not divulge such information to any third party or use such information for any purpose other than to perform its obligations under this Agreement, without prior written consent of Honeywell. The term "proprietary information" means written information (or oral information reduced to writing), or information in machine-readable form, including but not limited to software supplied to Customer, which Honeywell deems proprietary or confidential. The Customer shall incur no obligations hereunder with respect to information which: (a) was rightfully in the Customer's possession or was known to the Customer prior to its receipt from Honeywell, in each case without a duty of confidentiality; (b) is independently developed by the Customer without the utilization of information of Honeywell; (c) is or becomes public knowledge through no fault of the Customer; or (d) is or becomes rightfully available to the Customer from a source other than Honeywell without a duty of confidentiality. 3.2 Customer agrees that Honeywell may use nonproprietary information pertaining to this Agreement, and the work performed under this Agreement, for press releases, case studies, data analysis, promotional purposes, and other similar documents or statements to be publicly released. The rights and obligations in this Article 3 shall survive termination or expiration of this Agreement. 4. Insurance Obligations 4.1 Honeywell shall, at its own expense, always carry and maintain in force from the effective date of this 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 Work under this 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 vehicles. (c) Where applicable, "All Risk" Property Insurance, including Builder's Risk insurance, for physical damage to property which is assumed in this 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 this 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 Article 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 Customer. If a self - insured program is implemented, Honeywell will provide proof of financial responsibility. 5. Hazardous Substances, Mold And Unsafe WorkincLConditions 5.1 Customer has not observed or received notice from any source (formal or informal) of, nor is it aware of: (a) Hazardous Substances or Mold, either airborne or on or within the walls, floors, ceilings, heating, ventilation and air conditioning systems, plumbing systems, structure, and other components of the Site, or within furniture, fixtures, equipment, containers or pipelines in a Site; or (b) conditions that might cause or promote accumulation, concentration, growth or dispersion of Hazardous Substances or Mold on or within such locations. Smart City Strategic Planning Services Proposal 8 Honeywell 5.2 Honeywell is not responsible for determining whether any equipment or the temperature, humidity and ventilation settings used by Customer are appropriate for Customer and the Site. 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 Customer or Customer's representative, at Customer's expense. Honeywell will provide written notice to the City of Waterloo at the point of contact listed herein upon discovery of any such unsafe conditions. Honeywell shall have the right to terminate this Agreement if Customer has not fully remediated the unsafe condition within sixty (60) days of notice from Honeywell as required herein. 5.4 Customer represents that Customer 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 Customer 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. Indemnity 6.1 Customer agrees to indemnify, defend and hold harmless Honeywell and its officers, directors, employees, Affiliates (as defined below) and agents (each, an "indemnitee") 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 of or relating to Customer's breach or alleged breach of this Agreement or the negligence or willful misconduct (or alleged negligence or willful misconduct) of Customer or any person under Customer's control or for whom Customer is responsible. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT ALLOWED BY LAW, CUSTOMER 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 CUSTOMER IN ARTICLE 5, THE EXISTENCE OF MOLD OR A HAZARDOUS SUBSTANCE AT A SITE, OR THE OCCURRENCE OR EXISTENCE OF THE SITUATIONS OR CONDITIONS DESCRIBED IN ARTICLE 5, 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. Customer may not enter into any settlement or consent to any judgment without the prior written approval of each indemnitee. This Article 7 shall survive termination or expiration of this Agreement for any reason. 6.2 To the fullest extent permitted by law, Honeywell agrees to indemnify and hold harmless the City, its Council members, officials, officers, agents, employees, and volunteers (separately and collectively referred to in this paragraph as "indemnitee") from and against all claims, damages losses and expenses (including but not limited to attorney's fees) arising out of or resulting from any negligent act, error or omission, intentional tort or willful misconduct, intellectual property infringement (as otherwise provided herein) or breach of contract including failure to pay a sub -contractor, or supplier occurring in the course Smart City Strategic Planning Services Proposal 9 Honeywell of performance of professional services pursuant to this Agreement, and only to the extent caused by Honeywell, its employees, sub -contractors, or others for whom Honeywell may be legally liable. 7. Limitation Of Liability EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT, (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 IS ALLEGED TO ARISE FROM BREACH OF CONTRACT, INDEMNITY, WARRANTY, TORT, OPERATION OF LAW, OR OTHERWISE. 8. Excusable Delays 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 any system or equipment be damaged by fire, water, lightning, acts of God, the presence of Hazardous Substances or Mold, third parties, or any other cause beyond the control of Honeywell, any repairs or replacement shall be paid for by Customer. 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 Customer its reasonable costs, overhead, and profit arising from such delay. Without limiting the foregoing, notwithstanding anything to the contrary, in light of the COVID-19 pandemic, the effects of which cannot be foreseen, the parties agree that Honeywell shall be entitled to an equitable extension of time to deliver or perform its work and appropriate 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. 9. Inventions And Intellectual Property No right, title or interest in Intellectual Property provided or made available by Honeywell is transferred to Customer under this Agreement, including Intellectual Property existing prior to, or created independently of, the performance of this Agreement. All Intellectual Property and results of Work, including software, models, designs, drawings, documents, inventions, and know-how ("Inventions"), conceived, or developed by Honeywell in connection with this Agreement, are the sole property of Honeywell and Customer assigns any rights it may have in such Inventions to Honeywell. Customer has no right or license to Intellectual Property or Inventions provided by Honeywell, except as expressly granted in this Agreement. 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 Customer. Customer will hold all Software made available by Honeywell in strict confidence and will not disclose Software to others. All Software made available by Honeywell is subject to Honeywell's standard software license or software subscription agreement ("License"). If Customer does not agree to such License with Honeywell, Customer does not have a license or other right to use or access the applicable Software. Smart City Strategic Planning Services Proposal 10 Honeywell 10. 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 Customer 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 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. 11. Acceptance Of The Agreement This proposal and the pages attached shall become an agreement upon signature above by Honeywell and Customer. The terms and conditions 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 Customer. Any additional or different terms set forth or referenced in Customer's purchase order are hereby objected to by Honeywell and shall be deemed a material alteration of these terms and shall not be a part of any resulting order. 12. Miscellaneous 12.1 This Agreement represents the entire agreement between Customer and Honeywell relating to the subject matter hereof and supersedes all prior negotiations, representations or agreements between the parties related to such subject matter. 12.2 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 Customer that relates to the subject matter of this Agreement. This Agreement may be amended only by written instrument signed by both parties. 12.3 This Agreement is governed by the law of the State where the work is to be performed, without regard to conflicts of law principles. 12.4 Any provision or part of this Agreement held to be void or unenforceable under any laws or regulations will be deemed stricken, and all remaining provisions will continue to be valid and binding upon Honeywell and Customer, who agree that this Agreement shall be reformed 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. 12.5 Customer may not lassign or transfer its rights or delegate its obligations under this Agreement, in whole or in art, without the prior written consent of Honeywell. Honeywell may assign or transfer this Agreement, in whole or in part, or any of its rights or obligations under this Agreement without consent. 12.6 Customer retains all rights that Customer already holds in data and other information that Customer or persons acting on Customer's behalf input, upload, transfer, or make accessible in relation to, or which is collected from its devices or equipment by, any services provided by Honeywell or its Affiliates under this Agreement ("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 their products or services. Honeywell and its Affiliates may also use Input Data for any other purpose provided it is in an anonymized form that does not identify Customer. Any Customer data contained within Input Data shall only be used or processed in accordance with the data privacy terms of this Agreement (if any) 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 its Affiliates and are their proprietary information. Customer has sole responsibility for obtaining all consents and permissions (including Smart City Strategic Planning Services Proposal 11 Honeywell providing notices to Users (as defined below) (if applicable) or third parties) and satisfying all requirements necessary to permit Honeywell's use of Input Data. Customer will, at its cost and expense, defend, indemnify and hold harmless Honeywell and its Affiliates, sub -contractors and licensors from and against all losses, awards and damages (including, without limitation, attorneys' fees), arising out of claims by third parties related to such indemnitees' possession, processing or use of Input Data in accordance with this Agreement or Customer's or its Users' infringement, misappropriation or violation of Honeywell's or its Affiliates' or a third party's IPR (as defined below) (except if caused by Customer's authorized use of the SaaS (as defined below)) (if applicable)). Honeywell does not archive Input Data for Customer's future use. This Section 14.6 survives termination or expiration of this Agreement. 12.7 Remote Services - Customer 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 Customer'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 be removed from the Systems and returned to Honeywell promptly at Honeywell's request. Customer agrees to fully cooperate with Honeywell's installation and commissioning of such software and devices on the Systems. To the extent required by Honeywell, Customer 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 Work all data obtained in connection with the Agreement. Customer represents and warrants that Customer 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 14.6, to the extent such sent is required. 12.8 The parties acknowledge that they are independent contractors and no other relationship, including without limitation partnership, joint venture, employment, franchise, master/servant, or principal/agent is intended by this Agreement. Neither party has the right to bind or obligate the other. 12.9 Customer represents and warrants that any technical data or software provided or made available by Honeywell to Customer 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. 12.10 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. 12.11 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. 12.12 In this Agreement, (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires, (ii) the terms "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole (including all exhibits and other attachments hereto) and not to any particular provision of this Agreement, and Article, Section, paragraph, and exhibit references are to the Articles, Sections, paragraphs, and exhibits to this Agreement unless otherwise specified, (iii) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified, (iv) the word "or" shall not be exclusive, (v) the language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party, and (vi) headings and captions are for convenience of reference only and do not alter the meaning or interpretation of this Agreement. Smart City Strategic Planning Services Proposal 12 Honeywell 12.13 HONEYWELL BUILDING TECHNOLOGIES, A STRATEGIC BUSINESS UNIT OF HONEYWELL INTERNATIONAL INC. ("HONEYWELL"), IS NOT A MUNICIPAL ADVISOR AND CANNOT GIVE ADVICE WITH RESPECT TO MUNICIPAL SECURITIES OR MUNICIPAL FINANCIAL PRODUCTS TO YOU ABSENT YOUR BEING REPRESENTED BY, AND RELYING UPON THE ADVICE OF, AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR. HONEYWELL IS NOT SUBJECT TO A FIDUCIARY DUTY WITH REGARD TO YOU OR THE PROVISION OF INFORMATION TO YOU. INFORMATION ABOUT MUNICIPAL SECURITIES AND/OR MUNICIPAL FINANCIAL PRODUCTS, IF ANY, IS PROVIDED FOR EDUCATIONAL PURPOSES ABOUT POSSIBLE FINANCING OPTIONS AND IS NOT THE PROVISION OF ADVICE OR A RECOMMENDATION TO PURSUE ANY PARTICULAR FINANCING OPTION. CONSULT WITH YOUR INDEPENDENT REGISTERED MUNICIPAL ADVISOR ABOUT THE FINANCING OPTION APPROPRIATE FOR YOUR SITUATION. 13. Delivery Honeywell shall deliver the Smart City Strategic Plan in electronic format via email to recipients designated by the City of Waterloo. The Plan will be provided as both Microsoft Word and PowerPoint files delivered in pdf format. 14. Damage Or Loss 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 Customer, any such equipment or software is damaged or destroyed by any cause whatsoever, other than by the fault of Honeywell, the Customer agrees promptly to pay or reimburse Honeywell for such loss. 15. Termination 15.1 Either party may terminate 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 sixty (60) calendar days after receipt of written notice that specifies the grounds for the material breach; (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 ten (10) business 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 law relating to bankruptcy, arrangement, reorganization, receivership, or assignment for the benefit of creditors or other similar proceedings. 15.2 Termination does not affect any debt, claim or cause of action accruing to any party against the other before the termination. The rights of termination provided in this Article 19 are not exclusive of other remedies that either party may be entitled to under this Agreement or in law or equity. 16. Changes In The Work 16.1 A Change Order is a written order signed by Customer and Honeywell authorizing a change in the Work or the schedule or an adjustment in the Price. 16.2 Customer may request Honeywell to submit proposals for changes in the Work, subject to acceptance by Honeywell. If Customer 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 Customer chooses not to proceed, Customer shall issue a Change Order to reimburse Honeywell for any and all costs incurred in preparing the proposal. Smart City Strategic Planning Services Proposal 13 Honeywell 16.3 Honeywell may make a written request to Customer to modify this Agreement based on the receipt of, or the discovery of, information that that Honeywell believes will cause a change to the scope, price, schedule, level of performance, or other facet of the Agreement. Honeywell will submit its request to Customer within a reasonable time after receipt of, or the discovery of, information that Honeywell believes will cause a change to the scope, price, schedule, level of performance, or other facet of the Agreement. This request shall 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 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 contract price. If Honeywell's request is acceptable to Customer, Customer will issue a Change Order consistent therewith. If Customer 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. 16.4 Honeywell shall be entitled to equitable compensation and an equitable schedule extension to the extent conditions that were not known to, or reasonably foreseeable by, Honeywell are encountered at the site of, or in connection with, the Work. 17. Acceptance Of The Work Upon receipt of notice by Honeywell that the Work is ready for final inspection and acceptance, Customer will make such final inspection and issue acceptance within ten (10) business days. Acceptance will be in a form provided by Honeywell, stating that to the best of Customer's knowledge, information, and belief, and on the basis of Customer's on- site visits and inspections, the Work has been fully completed in accordance with the terms and conditions of this Agreement. If Customer 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, Customer will notify Honeywell in writing within the ten (10) business days setting forth the specific reasons for non -acceptance. Customer agrees that failure to inspect and/or failure to issue proper notice of non -acceptance within ten (10) business days shall constitute final acceptance of the Work under this Agreement. Customer further agrees that partial or beneficial use of the Work by Customer or Owner prior to final inspection and acceptance will constitute acceptance of the Work under this Agreement. 18. Certain Definitions 18.1 "Hazardous Substance" includes all of the following, and any by-product of or from any of the following, whether naturally occurring or manufactured, in quantities, conditions or concentrations that 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, and (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. 18.2 "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. 18.3 "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. Smart City Strategic Planning Services Proposal 14 WHAT WE MAKE IT. Thank you for considering our proposal. We look forward to working with you in the future.