HomeMy WebLinkAbout2025-01-28; City Council; Resolution 2025-025RESOLUTION NO. 2025-025
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF AN AGREEMENT WITH
HONEYWELL INTERNATIONAL INC., FOR FIRE STATION ALERTING SYSTEM
INSTALLATION SERVICES TO REPLACE THE CURRENT SYSTEMS AT FIRE
STATIONS 1, 3, 4, 5 AND 6, IN AN AMOUNT NOT TO EXCEED $395,588.03
WHEREAS, the city requires the replacement of the fire station alerting systems at fire stations
1, 3, 4, 5 & 6, as part of the Strategic Digital Transformation Investment Program project, which was
approved in the fiscal year 2024-25 budget; and
WHEREAS, staff evaluated the current condition of the existing fire station alerting systems at
fire stations 1, 3, 4, 5 & 6 and determined these systems are past the useful life and did not meet the
standards of interoperability required by North County Dispatch Jo int Power Associations, so are in
need of replacement; and
WHEREAS, fire stations 2 & 7 are already equipped with the fire station alerting systems that
are proposed to be installed at fire stations 1, 3, 4, 5 & 6; and
WHEREAS, Carlsbad Municipal Code Section 3.28.100 allows for procurement of goods and/or
services through cooperative purchasing agreements established by another agency when that agency
has made their purchase in a competitive manner and the city's Purchasing Officer has determined that
the purchase is in the city's best interest; and
WHEREAS, Honeywell International Inc. is an authorized implementor of a fire station alerting
system and has an established cooperative purchasing agreement issued by the League of Oregon Cities
on behalf of the National Purchasing Partners (NPP), for the procurement of public safety software
solutions, data collection, storage, and utilization; and
WHEREAS, the city received a quote from Honeywell in an amount not to exceed $395,588.03
to provide the city with the equipment and installation services for fire station alerting systems at fire
stations 1, 3, 4, 5 & 6, for the SDTIP project for through a cooperative purchasing agreement that was
competitively procured; and
WHEREAS, the city's Purchasing Officer has determined that it is in the city's best interest to
procure the installation for the fire station alerting systems using pricing established through a
cooperative purchasing agreement; and
WHEREAS, sufficient funding is available in the fire station alerting installation SDTIP project
budget for the purchase and installation of the system, and that additional operating budget will need
to be requested in fiscal year 2025-26 for the annual maintenance.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the installation agreement for fire station alerting systems at fire stations 1, 3, 4, 5
and 6, procured through a cooperative purchasing agreement with Honeywell, is
approved in an amount not to exceed $395,588.03.
3. That the City Manager, or designee, is authorized and directed to execute the
installation agreement, attached as Attachment A.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 28th day of January 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
None.
None.
None.
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AGREEMENT FOR FIRE STATION ALERTING SYSTEM INSTALLATION SERVICES
HONEYWELL INTERNATIONAL INC.
THIS AGREEMENT is made and entered into as of the '.1;C)-tVl day of
U~\/\v\, 2025, by and between the City of Carlsbad, California, a municipal
neywell International Inc., through its US Digital Designs group, a Delaware
corporation ("Contractor" or sometimes as "Honeywell" or "USDD").
RECITALS
A. City requires the professional services of a consultant that is experienced in the
installation services for fire station alerting systems.
B. Contractor has the necessary experience in providing fire station alerting system
installation services.
C. On January 6, 2020, the League of Oregon Cities, on behalf of the National Purchasing
Partners and its Government Division dba NPPGov, issued Request for Proposal No. 2020 for the
procurement of Public Safety Software Solutions, Data Collection, Storage and Utilization ("RFP").
D. As a result of the RFP solicitation, the League of Oregon Cities awarded USDD the
opportunity to complete a Master Price Agreement ("MPA"), which was executed on June 2, 2020.
E. The MPA between the League of Oregon Cities and USDD includes terms to extend the
benefit of the MPA to other members of NPP.
F. The City is a member of NPP and has entered into an Intergovernmental Cooperative
Purchasing Agreement, allowing the City to "piggy-back" off the competitively bid MPA for USDD to
perform installation and annual maintenance of fire station alerting systems for the City.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services that are defined in
attached Exhibit "A" ("Installation Services") and Exhibit "B" (collectively, the "Services"), which is
incorporated by this reference in accordance with this Agreement's terms and conditions. In the event of
any conflict or inconsistency between the terms and conditions in this Agreement and any terms or
conditions set forth in the exhibits, the terms and conditions set forth in this Agreement prevail.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective until June 2, 2026. Extensions will be based upon a
satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City
Council. The parties will prepare a written amendment indicating the effective date and length of the
extended Agreement.
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4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
Three Hundred ninety-five thousand five hundred eighty-eight dollars and three cents ($395,588.03). No
other compensation for the Services will be allowed except for items covered by subsequent amendments
to this Agreement.
Payments shall be made as outlined in attached Exhibit "B at Paragraph 2.1 of the “Terms and Conditions
of USDD Product Sales.”
6. PUBLIC WORKS
6.1 Prevailing Wage Rates. Any construction, alteration, demolition, repair, and maintenance work,
including work performed during design and preconstruction such as inspection and land surveying work,
cumulatively exceeding $1,000 and performed under this Agreement constitute “public works” under
California Labor Code section 1720 et seq. and are subject to state prevailing wage laws. The general
prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those
as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of
the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of
applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the
said specified prevailing rates of wages to all such workers employed by him or her in the execution of the
Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor
Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records,
and making them available for inspection. Contractor shall require any subcontractors to comply with
Section 1776.
6.2 DIR Registration. California Labor Code section 1725.5 requires the Contractor and any
subcontractor or subconsultant performing any public work under this Agreement to be currently
registered with the California Department of Industrial Relations (DIR), as specified in Labor Code section
1725.5. Labor Code section 1771.1 provides that a contractor or subcontractor/subconsultant shall not be
qualified to engage in the performance of any contract for public work, unless currently registered and
qualified to perform public work pursuant to Labor Code section 1725.5. Prior to the performance of
public work by any subcontractor or subconsultant under this Agreement, Contractor must furnish City
with the subcontractor or subconsultant's current DIR registration number.
7. [INTENTIONALLY OMITTED]
8. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
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compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
9. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
City agrees to that Valiant Technologies, LLC, a California limited liability company as will be a designated
subcontractor.
10. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services, provided such
Contractors are qualified, and have been certified by USDD to perform the Services, and such certification
will not be unreasonably withheld.
11. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described herein caused by any willful misconduct or negligent act or omission of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
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12. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
12.1 Coverage and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
12.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
12.1.2 Automobile Liability. (If the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
12.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
12.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
12.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
12.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
12.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
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12.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
12.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
12.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
12.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
12.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
13. LICENSE REQUIREMENTS
13.1. Contractor will obtain and maintain a City of Carlsbad Business License for the term of the
Agreement, as may be amended from time-to-time.
13.2 Either Contractor or approved subcontractor must have a valid C-10 contractor’s license in the
State of California to complete the Services.
14. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
15. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records. Notwithstanding, City acknowledges that Contractor is the owner of certain Intellectual Property
(as defined in Section 7 of the “Terms & Conditions” in Exhibit A) used in conjunction with the products
provided under this Agreement. Nothing herein shall be deemed to give, transfer or convey to City any
rights in the Intellectual Property other than the license granted by Contractor under Section 6 of the
“Terms & Conditions” in Exhibit A.
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16. [INTENTIONALLY OMITTED]
17. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Maria Callander Name Tishia Marino
Title IT Director Title Project Manager
Dept IT Address 1835 E 6th Street, Suite 27
CITY OF CARLSBAD TEMPE, ARIZONA 85288
Address 1635 Faraday Ave Phone (602) 687-1730
Carlsbad, CA 92008 Email Tishia.marino@honeywell.com
Phone 442.339.2454
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
18. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
19. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
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20. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
21. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
22. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
23. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is usable
and of worth to City in having the Agreement completed. Based upon that finding City will determine the
final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
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or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
25. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
26. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at
law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for
by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of
California, and the parties waive all provisions of law providing for a change of venue in these proceedings
to any other county.
27. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
28. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
29. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along with
the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the
Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may
be executed in counterparts.
30. EXECUTION IN COUNTERPARTS
This Agreement may be executed in counterparts, all of which taken together shall be deemed one
original. The parties acknowledge that they will be bound by signatures on this document which are made
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via digital means (e.g ., DocuSign) and which are transmitted by mail, hand delivery, facsimile and/or any
other electronic method (email or otherwise) to the other Party. Such digital signatures will have the
same binding effect as any original signature, and electronic copies will be deemed valid.
31. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this 2,D~ day of
CONTRACTOR
Honeywell International Inc., through its US
Digital Designs group, a Delaware corporation
By:
(sign here)
Andrew Blate, VP/ GM Fire America
(print name/title)
By:
(sign here)
(print name/title)
JcMwaj , 2025.
CITY OF CARLSBAD, a municipal corporation of
the State of California
City Manager
ATTEST:
If required by City, proper notarial acknowledgment of execution by contractor must be attached . .!.f_g_
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
By : MIA.Ac Bun,.r ..
Assistant City Attorney
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EXHIBIT A
INSTALLATION SERVICES - SCOPE AND FEE
Quotation to:
Carlsbad, CA
Carlsbad Fire Department
Project:
G2 Fire Station Alerting System
Five (5) Station Systems
Proposal number:
CA_CBAD001
Revision #
3
Pricing protected pursuant to the Master Price Agreement entered into between League of Oregon
Cities (LOC) and USDD, and made available to members of the National Purchasing Partners, LLC, dba
Public Safety GPO, dba Law Enforcement GPO, and dba NPPgov - Contract #PS20350. More
information is available at: https://nppgov.com/contract/us-digital-designs.
Carlsbad Fire Department is Member # M-5705135
Quote Date:
31-Oct-2024
Quote Expires:
29-Jan-2025
INSTALLATION BY:
Valiant Technologies
By:
Paul Gyore (ja)
Territory Manager
US Digital Designs, Inc.
1835 E Sixth St #27
Tempe, AZ 85281
602-828-0287 direct
paul.gyore@honeywell.com
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Implementation/Hardware Cost Breakdown by Station
Station 01 Station 03 Station 04 Station 05 Station 06 Grand Total
System Installation (Non-taxable) 28,731$ 27,609$ 26,481$ 32,768$ 29,060$ 144,650$
System Hardware (Taxable)44,905 44,456 41,171 51,944 44,686 227,163
Estimated Tax 3,563 3,540 3,262 4,136 3,548 18,049
Shipping 1,064 1,219 923 1,424 1,096 5,726
Warranty & Support - - - - - -
Grand Total 78,263$ 76,824$ 71,838$ 90,272$ 78,390$ 395,588$
Total System Installation 144,650$
Total Hardware/Material/Shipping/ Taxes 250,938
Grand Total 395,588$
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Exhibit B
TERMS AND CONDITIONS OF USDD PRODUCT SALES
These U.S. Digital Designs, Inc. terms and conditions of sale (“Terms and Conditions”) are effective March 1, 2022 (the “Terms and
Conditions Effective Date”), and supersede all prior versions covering the sale of products and related services (collectively,
“Products”, as defined more specifically in the New System Warranty) by U.S. Digital Designs, Inc. (“USDD”). References to
“Customer”, “you”, or “your” all pertain to the purchaser of Products. These Terms and Conditions, together with any separate
agreement you may have with USDD that specifically references these Terms and Conditions (collectively, the “Sales Agreement”).
The Sales Agreement may only be modified by an authorized representative of each party in a signed writing.
1. ORDERS. Orders (including any revised and follow-on orders) (each, an “Order”) for USDD Products are non-cancelable,
except as expressly set forth herein, and will be governed by the terms of the Sales Agreement. All Orders are subject to
acceptance by USDD and shall include the following information: purchase order number; customer’s legal name and
billing address; Customer’s shipping address; and a list of the Products and quantities for each different type of Product
Customer wishes to order. USDD’s acknowledgment of its receipt of an Order shall not constitute acceptance of such Order. An Order is deemed to be accepted upon the earlier of (i) USDD’s written acceptance or (ii) shipment of the
Products specified in the Order.
Any conflicting, additional, and/or different terms or conditions on Customer’s Order or any other similar instrument are
deemed to be material alterations and are rejected and not binding upon USDD. USDD’s acceptance of Customer’s Order
is expressly conditioned upon Customer’s assent to the terms and conditions contained herein in their entirety. Customer’s
acceptance of delivery from USDD constitutes Customer’s acceptance of these terms and conditions in their entirety.
2. PAYMENT.
2.1. Invoicing & Payment. USDD reserves the right to invoice Customer monthly for all hardware materials delivered.
Invoices are due thirty (30) days from the date of the invoice, unless prepayment is required in the quote.
USDD will invoice customers upon completion and customer acceptance of installation services. Invoices are
due thirty (30) days from the date of the invoice.
2.2. Payment Disputes. Any disputes must be provided to USDD as soon as possible and must be accompanied by
detailed supporting information. Disputes as to invoices are deemed waived fifteen (15) days following the invoice
date. In the event that any portion of an invoice is undisputed, such undisputed amount must be paid by no later
than the invoice due date.
2.3. No Set Off. Neither Customer nor any related entities (or representatives or agents thereof) shall attempt to
set off or recoup any invoiced
amounts or any portion thereof against other amounts that are due or may become due from USDD, its parent,
affiliates, subsidiaries or other legal entities, business divisions, or units.
3. SHIPPING/DELIVERY/RISK OF LOSS.
3.1. Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in
partial shipments. USDD and its affiliated entities are not liable, either directly or indirectly, for delays of carriers
or delays in connection with any Force Majeure Event (as defined in Section 17 below), and the estimated
delivery date shall be extended accordingly.
3.2. Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless
the Order states a later delivery date or the parties otherwise agree in writing as an amendment to the Sales
Agreement. USDD will accept Orders with a future ship date of up to eighteen (18) months from the date of the
entry of the Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6)
months from the date of the entry of the Order, USDD may, in its sole determination and at each six (6) month
anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the then-current
prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to
the Order.
3.3. Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order,
Customer agrees to pay USDD a storage fee (the “Storage Fee”), as set forth in the quote, for each month after
six (6) months from the date of the entry of the Order Customer has not taken delivery of the Products in the
Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for
which the storage fees are owed.
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3.4. Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding
software and services) are (i) EX Works (EXW Incoterms 2020) USDD’s point of shipment (“USDD Dock”) for all
shipments (except that USDD is responsible for obtaining any export license), and (ii) F.O.B. USDD Dock for all
domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country, the
import/export provisions of the INCOTERMS do not apply. USDD shall be responsible for obtaining insurance
on each shipment to Customer for the full value of the shipment. Shipment shall be to a single point of delivery.
4. LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND USDD’S SOLE LIABILITY AS TO ANY
WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN
THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF USDD,
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. CREDIT, REPAIR OR REPLACEMENT (AT USDD’S OPTION) IS THE SOLE REMEDY
PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD UNLESS
SET FORTH IN WRITING AND SIGNED BY A USDD AUTHORIZED REPRESENTATIVE.
4.1. Product Warranty Terms. Product warranty terms are governed by those provided in attached Addendum “A”.
5. SERVICE AGREEMENT. The Product being purchased hereunder is not subject to any post-Warranty
service agreement or maintenance program unless specifically contracted for between USDD and Customer.
USDD offers a comprehensive post-Warranty Service Agreement at additional cost. Customer should contact
USDD regarding its Service Agreement and costs associated therewith.
6. SOFTWARE PRODUCTS. All software Products delivered by USDD to Customer or for which USDD provides
access, including, without limitation, USDD’s mobile application software and Products with embedded software
or firmware (collectively, “Software”) are not sold and are licensed. At all times that Customer is in compliance
with the terms of these Terms and Conditions and any other agreement between the parties, Customer shall
have a non-exclusive, non-transferable, fully paid license to use the Software, but only in conjunction with the
Products provided by USDD and Customer’s fire station alerting system (the “License”). The terms of such
Software License may be set forth in a separate software license agreement or end user license agreement
provided by USDD with such Software. In no event shall Customer have any right to (or authorize or allow any
third party to) distribute, sell, lend, rent, transfer, or convey the Software; grant any sublicense, lease, or other
rights in the Software; decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, identify,
or discover any source code, underlying user interface architecture or techniques, or algorithms of the Software
by any means; or take any action that would cause the Software or any portion of it to be placed in the public
domain. In the event of a conflict between the terms of any Software license terms provided upon download or
purchase a purchase and these Terms and Conditions, the relevant Software license terms shall control solely
with respect to such Software.
7. INTELLECTUAL PROPERTY: Customer hereby agrees and acknowledges that USDD owns all rights, title,
and interest in and to the Intellectual Property (as defined below). Customer agrees to not remove, obscure, or
alter USDD’s or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or
contained within or accessed in conjunction with or through USDD’s Product (as defined below). Nothing herein
shall be deemed to give, transfer, or convey to Customer any rights in the Intellectual Property other than the
License, as set forth above. For purposes of this Section, “Intellectual Property" means any and all rights of
USDD related to USDD’s Products existing from time to time under patent law, copyright law, trade secret law,
trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works,
work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective
worldwide.
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8. REMOTE ACCESS TO THE SYSTEM.
8.1. Remote Access. USDD requires remote network access to the Customer’s Products through Secure Shell
(SSH) to perform implementation and support tasks under this Sales Agreement. To enable remote network
access, the Customer will provide USDD support personnel VPN or similar remote network access to the
Products for USDD support personnel (“Customer Support”) to effectively troubleshoot critical or complex
problems and to expedite resolution of such issues. Remote network access is also used to install core software
upgrades and customized software. USDD will only access Customer’s Products with the knowledge and
consent of Customer. USDD will not access any other systems or data. If Customer determines that USDD has
accessed other systems or data, Customer may revoke USDD remote network access and provide written notice
to USDD of breach.
8.2. Alternative to Network Access. If the Customer elects not to provide remote network access to the Products,
then USDD may not be able to perform some support functions. Customers that elect not to routinely provide
network access may temporarily reinstate this access to allow USDD to perform the above services. The
following services will not be performed without this access: Product software upgrades; Product software
customization; Network troubleshooting assistance including packet capture and network monitoring on USDD
devices; Detailed log analysis; Bulk updates to certain Product database tables; Troubleshooting that requires
low-level system access or large file transfer.
8.3. Timely Access. Customers must ensure that remote access is available prior to notifying USDD of a
support request. In the event that the
Customer is unable to provide remote access, USDD will not be required to provide support outside those
tasks that do not require remote access, and any corresponding resolution response times will not apply.
8.4. Physical Security Tokens. USDD has multiple software engineers that provide after-hours support and these
engineers do not typically take security tokens from the USDD office. If the customer requires the use of
physical security tokens, this may delay after hours service.
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ADDENDUM “A”
NEW SYSTEM WARRANTY
1. Warranty. Subject to the terms, conditions and limitations contained in this Agreement,
Honeywell warrants and guarantees its products purchased and integrated into Customer’s
Phoenix G2 Fire Station Alerting System for a period of 12-months from the Customer’s Go-
Live Date with the Phoenix G2 System (“Warranty Period”). The Customer's rights and
remedies with respect to any defect in the material or workmanship of the System (as defined
below) shall be limited exclusively to the rights and remedies set forth herein (the “Warranty”).
2. Definitions.
a. “Authorized Contact” mean a person appointed by Customer who is authorized
to make use of the Support Services (as defined below);
b. “Emergency Support” means telephone access for Customer’s Authorized
Contacts to Honeywell’s senior staff and engineers in the event of a Mission
Critical Failure;
c. “Go-Live” means the date on which an authorized Honeywell technician has
inspected and approved station installations, confirmed that all connections and
start-up configurations are properly working, and conducted tests between stations
and the dispatch centers confirming the System can send and receive alerts
through the configured communication pathways.
d. “Hardware” means all physically tangible electro-mechanical systems or sub-
systems and associated documentation provided to Customer by Honeywell;
Hardware does not include any components, hardware, or software provided by
third parties including, without limitation, Customer’s computers, laptops,
computer peripherals, monitors, televisions, routers, switches, operating systems,
computer programs, applications, the Phoenix G2 FSA Mobile Application for
iOS and Android mobile devices, internet and network connections, and any other
parts or items not provided to Customer directly by Honeywell, nor does
Hardware include any televisions or monitors manufactured by third parties, even
if Honeywell provided such televisions or monitors to Customer;
e. “Mission Critical Failure” means a defect in the materials or workmanship of
the System causes any fire station served by the System to be incapable of
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receiving dispatches through all communications paths; provided, however, that
any such failure caused by third party products or software, operator error,
internet or telephony service outages, misuse or neglect of the System, or any
other cause outside of Honeywell’s control, including, without limitation,
lightning strike, power surges or other acts of God does not constitute a Mission
Critical Failure;
f. “Product” or “Products” mean the Hardware, Software and other tangible goods,
equipment, supplies, and components included in the System (as defined below);
g. Software” means software programs, including both standalone and embedded
software, firmware in executable code form, including any updates, upgrades, and
patches thereto, as well as any relevant documentation, that are licensed to
Customer by Honeywell for use in connection with the System, including, without
limitation the Phoenix G2 FSA Mobile Application for iOS and Android mobile
devices;
h. “Support Services” mean those services provided by Honeywell which are set
forth in this Agreement, including, without limitation, Hardware warranty service,
Software updates, and support and maintenance for the System (including,
without limitation, Emergency Support Services) during the Warranty Period; and
i. “System” means all Hardware and Software purchased by Customer, either
directly from Honeywell or from authorized Honeywell reseller, under any
contract, purchase order, or arrangement that is used exclusively by Customer as
part of its Phoenix G2 Fire Station Alerting System; provided, however, that the
term “System” specifically excludes any components, hardware, or software
provided by third parties including, without limitation, Customer’s computers,
laptops, computer peripherals, monitors, televisions, routers, switches, operating
systems, computer programs, applications, internet and network connections, and
any other parts or items not provided to Customer directly by Honeywell.
3. System Maintenance and Support. During the Warranty Period, Honeywell agrees to
provide the Support Services to Customer. Subject to all other terms and conditions contained in
the Agreement, the Services shall include the following:
a. Technical phone support Monday through Friday from 08:00 to 17:30 MST,
excluding Honeywell holidays;
b. Remote access support Monday through Friday from 08:00 to 17:30 MST,
excluding Honeywell holidays;
c. 24 hour per day telephone access for Customer’s Authorized Contact to
Honeywell’s senior staff and engineers in the event of a Mission Critical Failure;
d. Updates for all System Software, as and when released by Honeywell; and
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e. Advance replacement of defective or malfunctioning Hardware, subject to
Honeywell's Return Material Authorization (“RMA”) Process described below.
4. Support Services Requests. Prior to requesting Support Services, Customer is
encouraged to review Honeywell’s online help resources. Thereafter, to make a valid claim
hereunder, Customer must contact Honeywell technical support and describe the problem or
defect with specificity (a “Support Service Request”). The first such contact must occur during
the Warranty Period. Honeywell’s technical support contact information can be found on
Honeywell’s web site: http://stationalerting.com/service-support/. Customer must use its best
efforts to assist in diagnosing defects, follow Honeywell’s technical instructions, and fully
cooperate in the diagnostic process.
5. Replacement Hardware. If a defect with the Hardware arises and Customer makes a
valid Support Service Request within the Warranty Period, Customer shall initiate the RMA
process as described below. Upon approval, Honeywell will cause shipment of a replacement
Hardware component to Customer prior to the defective Hardware component being returned to
Honeywell for repair. The replacement Hardware will be new or equivalent to new in
performance and reliability and at least functionally equivalent to the original Hardware. When
Hardware is exchanged, any replacement item becomes the Customer’s property and the
replaced item becomes the property of Honeywell. Replaced Hardware provided by Honeywell
in fulfillment of the Support Services must be used in the System to which this Agreement
applies.
6. Return Material Authorization Process. If a Customer makes a claim for an advanced
replacement of a Hardware component during the Warranty Period, Customer must initiate an
Return Material Authorization (“RMA”) request. As part of this RMA process, the Customer
shall provide Honeywell with the Hardware, model, serial number, and a description of the
Hardware’s failure to initiate the RMA process. Upon Honeywell’s issuance of the RMA,
Honeywell will send the replacement Hardware, shipped postage paid, ground shipping, to the
address provided by Customer. RMA requests approved between 12:00 a.m. and 2:00 p.m.
Mountain Standard Time are shipped on the same business day. After 2:00 p.m. Mountain
Standard Time, the replacement Hardware will be shipped on the next business day. All RMA
requests are processed on the business day on which the request was received, excluding
holidays. Included with the shipped package will be return shipment instructions and a pre-paid
return shipping label for the Hardware that the Customer is returning. The original Hardware
must be returned in the shipping box provided by Honeywell. No goods will be accepted for
exchange or return without a pre-approved RMA number, nor will goods which have not been
properly packaged in Honeywell’s shipping box, as proper packaging ensures that goods are not
damaged during the shipping process. The original Hardware must be shipped back within 30
days of receiving the replacement Hardware. Failure to return the original Hardware or failure to
return the original Hardware in an appropriate manner will cause Customer to incur a
replacement charge equal to full market value of the replacement Hardware.
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7. No Fault Found. Honeywell reserves the right to charge 50% of the standard repair price
if the returned Hardware is found to have no defect under the Warranty. Customer understands
that this fee is intended to discourage return of Hardware prior to proper troubleshooting or
because the Hardware is “old.” Hardware returns will not be allowed if, upon examination of the
returned Hardware component, it is determined that the Hardware was subjected to accident,
misuse, neglect, alteration, improper installation, unauthorized repair, or improper testing. In
such event, Honeywell shall invoice Customer for the full market value of the replacement
Hardware.
8. Mission Critical Failure. Customer’s use of Emergency Support in the absence of a
Mission Critical Failure shall constitute additional services not covered by this Warranty and the
time expended will be charged at Honeywell’s then current rates.
9. Authorized Support Contacts. In order to facilitate Honeywell’s delivery of the
Support Services, Customer shall appoint a minimum of one and a maximum of three Authorized
Contacts. The Customer must ensure that the Authorized Contacts have adequate expertise and
experience to make an accurate description of malfunctions to make it possible for Honeywell to
handle reports efficiently. Customer is responsible to select those personnel for this task who are
suitable for it by means of training and function, and who have knowledge of Customer’s
network, hardware, and software systems. The Authorized Contacts must also have completed
Honeywell product training.
At least one Authorized Contact should be available to assist Honeywell as needed during the
support process. Authorized Contacts are responsible for coordinating any actions needed by
Customer’s personnel or contractors including obtaining additional information from field or
dispatch personnel, data network, or communications system troubleshooting, and physical
inspection or actions on the System components.
10. Customer Facilitation of Support Services. In order for Honeywell to undertake its
Support Service obligations, Customer will be responsible for providing the following:
a. Remote access to the System, as more specifically described below;
b. The procurement and/or provision of all computers, peripherals, and consumables
(collectively “Customer Equipment”), including printer paper, toner, and ink
necessary for the operation, testing, troubleshooting, and functionality of the
System;
c. Any configuration and regular maintenance that is normally undertaken by the
user or operator as described in the operating manual for the Customer
Equipment, including the replacement of UPS batteries, as necessary;
d. Providing a stable means of data transmission between the System Gateway and
each fire station serviced by the System necessary for the installation, testing and
functionality of the System; such means of data transmission may include, but are
not limited to, TCP/IP, data modems, leased lines, radios, etc.;
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e. The correct use of the System in accordance with Honeywell’s operating
instructions; and
f. The security and integrity of the System.
11. Remote Access. Honeywell requires remote network access to the Customer’s System,
including its communications gateways, station controllers, and other Honeywell-supplied
equipment through Secure Shell (SSH) to perform implementation and Support Service tasks
under this Agreement. Customer will provide Honeywell support personnel VPN or similar
remote network access to the System for Honeywell support personnel (“Customer Support”)
to effectively troubleshoot critical or complex problems and to expedite resolution of such issues.
Remote network access is also used to install core System software upgrades and customized
software. Honeywell will only access Customer’s System with the knowledge and consent of
Customer.
a. Alternative to Network Access. If the Customer elects not to provide remote
network access to the System, then Honeywell may not be able to perform some
support functions. Customers that elect not to routinely provide network access
may temporarily reinstate this access to allow Honeywell to perform the above
services. The following services will not be performed without this access:
• System software upgrades
• System software customization
• Network troubleshooting assistance including packet capture and network
monitoring on Honeywell devices
• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer
b. Timely Access. Customers much ensure that remote access is available prior to
notifying Honeywell of a Support Service request. In the event that the Customer
is unable to provide remote access, Honeywell will not be required to provide
Support Service outside those tasks that do not require remote access, and any
corresponding resolution response times will not apply.
c. Physical Security Tokens. Honeywell has multiple software engineers that
provide after-hours support and these engineers do not typically take security
tokens from the Honeywell office. If the customer requires the use of physical
security tokens this may delay after hours service.
12. Exclusions and Limitations of Liability. Honeywell does not warrant that the operation
of the System, Hardware, Software, or any related peripherals will be uninterrupted or error-free.
Honeywell is not responsible for damage arising from Customer’s failure to follow instructions
relating to the System’s use. This Warranty does not apply to any Hardware or Software not
used in conjunction with the System and for its intended purpose. This Warranty does not apply
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to monitors or televisions manufactured by third parties. Recovery and reinstallation of
Hardware and user data (including passwords) are not covered under this Warranty. This
Warranty does not apply to: (a) consumable parts, such as batteries, unless damage has occurred
due to a defect in materials or workmanship; (b) cosmetic damage, including but not limited to
scratches, dents and broken plastic on ports; (c) damage caused by use with non-Honeywell
products; (d) damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or
other external causes; (e) damage caused by operating the Product outside the permitted or
intended uses described by Honeywell; (f) damage or failure caused by installation or service
(including upgrades and expansions) performed by anyone who is not a representative of
Honeywell or a Honeywell authorized installer or service provider; (g) a Product or part that has
been modified to alter functionality or capability without the written permission of Honeywell;
or (h) to any Product from which the serial number has been removed or defaced.
TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE REMEDIES SET
FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY,
EXPRESS OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, HONEYWELL
SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If Honeywell cannot
lawfully disclaim statutory or implied warranties, then, to the extent permitted by law, all such
warranties shall be limited in duration to the duration of this express Warranty and to repair or
replacement service as determined by Honeywell in its sole discretion. No reseller, agent, or
employee is authorized to make any modification, extension, or addition to this Warranty. If any
term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms
shall not be affected or impaired.
EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY
LAW, HONEYWELL IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF
WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING
BUT NOT LIMITED TO LOSS OF USE, LOSS OF REVENUE, LOSS OF THE USE OF
MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF
REPUTATION, AND LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA.
HONEYWELL IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE
HOWSOEVER CAUSED INCLUDING THE REPLACEMENT OF EQUIPMENT AND
PROPERTY, ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY
PROGRAM OR DATA STORED OR USED WITH HONEYWELL PRODUCTS, AND ANY
FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE
PRODUCT.
ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET
FORTH IN THIS WARRANTY. HONEYWELL’S AGGREGATE LIABILITY IN
CONNECTION WITH THIS WARRANTY SHALL NOT EXCEED THE PURCHASE PRICE
OF THE PRODUCTS PAID BY CUSTOMER TO HONEYWELL FOR THE PRODUCTS
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Page 33 City Attorney Approved Version 5/22/2024
GIVING RISE TO THE CLAIM. CUSTOMER SHALL NOT BRING A LEGAL OR
EQUITABLE ACTION AGAINST HONEYWELL MORE THAN ONE YEAR AFTER THE
FIRST EVENT GIVING RISE TO A CAUSE OF ACTION, UNLESS A SHORTER
LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW. Honeywell disclaims any
representation that it will be able to repair any Hardware under this Warranty or make a product
exchange without risk to or loss of the programs or data stored thereon.
13. [Intentionally Omitted]
14. Force Majeure. Except for Customer’s duty to pay sums due hereunder, neither
Honeywell nor Customer will be liable to the other for any failure to meet its obligations due to
any Force Majeure Event. As used herein, a “Force Majeure Event” is one that is 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, (b) embargoes,
blockages, seizure or freeze of assets, or any other acts of any government that would limit a
Party’s ability to perform the Contract, (c) fires, earthquakes, floods, tropical storms, hurricanes,
tornadoes, severe weather conditions, or any other acts of God, (d) quarantines, pandemics, or
regional medical crises, (e) labor strikes, lockouts, or pandemic worker shortages, (f) 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), and (g) shortages or inability to obtain materials
or components. The Party unable to fulfill its obligations due to Force Majeure will promptly:
a. notify the other in writing of the reasons for its failure to fulfill its obligations and the
effect of such failure; and
b. use responsible efforts to mitigate and/or perform its obligations.
If a Force Majeure Event results in a delay, then the date of performance will be extended by the
period of time that the non-performing Party is actually delayed or for any other period as the
Parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of
time which is sixty (60) days or longer, Honeywell may provide notice to Customer that it is
cancelling this Warranty.
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