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Honeywell International Inc US Digital Designs USDD; 2025-02-19;
Page 1 City Attorney Approved Version 5/22/2024 AGREEMENT FOR FIRE STATION ALERTING SYSTEM ANNUAL MAINTENANCE SERVICES HONEYWELL INTERNATIONAL INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and Honeywell International Inc., through its US Digital Designs group, a Delaware corporation ("Contractor" ). RECITALS A. City requires the professional services of a consultant that is experienced in annual maintenance services for fire station alerting systems. B. 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 C. As a result of the RFP solicitation, the League of Oregon Cities awarded USDD the D. The MPA between the League of Oregon Cities and USDD includes terms to extend the benefit of the MPA to other members of NPP. E. The City is a member of NPP and has entered into an Intergovernmental Cooperative Purchasing Agreement, allowing the City to - perform installation services for the fire station alerting systems. F. The City entered into an Agreement for Fire Station Alerting Systems Installation Services, and Honeywell has the specialized services to provide the necessary annual maintenance services. 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" (Fees) , which are . 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 for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 19th February or sometimes as "Honeywell" or "USDD" ("RFP"}. opportunity to complete a Master Price Agreement ("MPA"), which was executed on June 2, 2020. "piggy back" off the competitively bid MPA for USDD to and Exhibit "B" (Service Agreement) (collectively the "Services") incorporated by this reference in accordance with this Agreement's terms and conditions Page 2 City Attorney Approved Version 5/22/2024 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed One Hundred Twenty Three Thousand Two Hundred Eighty Seven Dollars and Twenty Five Cents ($123,287.25). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payments will be made as outlined in attached Exhibit "A." 6. [INTENTIONALLY OMITTED] 7. 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' 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 the indemnification amount from any balance owing to Contractor. 8. 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. 9. 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. 10. 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 negligence, recklessness, or willful misconduct of the Contractor, any Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct Page 3 City Attorney Approved Version 5/22/2024 subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. ld harmless arises out of Contractor and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor demnification 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. on behalf - 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. 11. 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 C 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 Approved Surplus Line Insurers OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 11.1 Coverages 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. 11.1.1 Commercial General Liability (CGL) Insurance. 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. 11.1.2 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. 11.1.3 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. Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 If Contractor's obligation to defend, indemnify, and/or ho 's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, 'sin 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 of an injured employee under the City's self administered workers' compensation is included as ontractor or Contractor's agents, representatives, with a surplus line insurer on the State of California's List of (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; ________________ Insurance written on an "occurrence" basis, Page 4 City Attorney Approved Version 5/22/2024 11.1.4 Professional Liability. 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. 11.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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 11.2.4 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.4 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. 11.5 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. 12. 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-ense in the State of California to complete the Services. 13. 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, Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 ________ Errors and omissions liability appropriate to Contractor's profession in excess ofthe specified minimum limits of insurance and coverage will be available to the City." 10 contractor's lie Page 5 City Attorney Approved Version 5/22/2024 documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 14. 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 t records. 15. [INTENTIONALLY OMITTED] 16. 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. 17. 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 18. 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. Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 o make one (1) copy of the work product for Contractor's □ City Attorney Approved Version 5/22/2024 Page 6 19. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS -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. 20. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 21. 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. 22. 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. 23. 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 or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 Contractor's vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light City Attorney Approved Version 5/22/2024 Page 7 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. 24. 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. 25. 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. 26. 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. 27. 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. 28. 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. 29. 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 via digital means (e.g., DocuSign) and which are transmitted by mail, hand delivery, facsimile and/or any Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 City Attorney Approved Version 5/22/2024 Page 8 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. 30. 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___________ day of _______________________, 2025. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Honeywell International Inc., through its US Digital Designs group, a Delaware corporation By: By: (sign here) IT Director Andrew Blate, VP / GM Fire America ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Senior Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President 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: _____________________________ Assistant City Attorney Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 11 February Andrew slate VP/GM Americas Senior Deputy City Clerk City Attorney Approved Version 5/22/2024 Page 9 EXHIBIT A FEES Five Year Term Annual Maintenance - 10% per year of Hardware (To be paid annually) Hardware and Installation - For Reference Only (Note: The maintenance fee above is 10% of the System Hardware amount.) Station 01 Station 03 Station 04 Station 05 Station 06 Station 02 Station 07 Grand Total Year 1 -$ -$ -$ -$ -$ 3,242$ 3,242$ 6,484$ Year 2 4,491 4,446 4,117 5,194 4,469 3,242 3,242 29,201 Year 3 4,491 4,446 4,117 5,194 4,469 3,242 3,242 29,201 Year 4 4,491 4,446 4,117 5,194 4,469 3,242 3,242 29,201 Year 5 4,491 4,446 4,117 5,194 4,469 3,242 3,242 29,201 Agreement Grand Total 123,287$ 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$ Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 City Attorney Approved Version 5/22/2024 Page 10 EXHIBIT B SERVICE AGREEMENT Service Street, Carlsbad Fire Department Attn: 2560 Orion Way Carlsbad, CA 92010 Telephone: Email: 1.Recitals. a. In 2021 and 2022, Customer acquired Phoenix G2 Fire Station Alerting System Products warranties on the Products in the Existing Stations have expired. b. which are subject to the AGREEMENT FOR FIRE STATION ALERTING SYSTEM c. Customer requires Honeywell to provide Software maintenance and Hardware repair services for the Products installed in the Existing Stations, and will require the same warranties. d. the terms, conditions, and limitations of this Service Agreement. In consideration of the forgoing, and for other good and valuable consideration, the Parties hereby agree to the terms set forth in this Service Agreement. 2.Definitions. For purposes of this Service Agreement, the following terms shall have the following meanings: a.9 below; IJoallVIElrM!oi,.ID: IBIIF747~F8f18 us DIGITAL DESIGns by Honeywell lbls Service Agreement 1• Agreement") I& made by and between Honeywell lntematlonal Inc., thro111h Its US Dllltal Deslp 1roup ("Honeywell"), with Its prlnclpal plaai of business at 1835 East Sixth Suite 27, Tempe, Arizona 85288, and the followll'II entity ("Customer"): (as those wnns are defined below) for Its Fire Stations 2 and 7 ("Exlstl1111 Stations"). 1h11 Olstomer Is also purchaslrw ProduCIS for Its remarnrn.s 5 Fire Stations ("New Stallons"') INSTALIAllON SERVlaS ("Purchase Aareement''). repair and &eMCll!S for the New Stations upon expiration of the New Stations' Honeywell has ag,eed tXl sefVice tile Olstomef"s ~m (as defined below) pursuant tXl •Mdltlonal Services" shall have the meanl1111 set forth In Sedlon City Attorney Approved Version 5/22/2024 Page 11 b.Phoenix G2 FSA Mobile Application for iOS and Android mobile devices. c. be effective on the date of the Purchase Agreement. d. -mechanical system or sub-system and associated documentation provided to Customer by Honeywell, provided however, Hardware shall not include any televisions or monitors manufactured by third parties; e. eers in the event of a Mission Critical Failure. f. System that causes any fire station served by the System to be incapable of receiving dispatches through all communications paths, provided however, that any such failure caused by operator error, internet or telephony service outages, misuse or neglect of does not constitute a Mission Critical Failure. g. h. executable code, linkable object code, and source code, including any updates, modifications, revisions, customization requested by Customer, copies, documentation, and design data that are licensed to Customer by Honeywell; i. Honeywell or authorized Honeywell Reseller under any contract, purchase order, or arrangement that is used exclusively by Customer as part of its fire station alerting system, provided however components, hardware, or software provided by third parties, including without routers, switches, operating systems, computer programs, applications, internet and network connections, and any other parts or items not provided to Customer directly by Honeywell; j. Service Agreement is in effect, including the Initial Term and all Additional Terms, as defined in Section Error! Reference source not found. below. 3. Honeywell Scope of Services. During the Term of this Service Agreement, Honeywell agrees to provide Hardware repair service and Software updates and maintenance for the System (collectively the Service Agreement, the Services shall include the following: a. Technical phone support Monday through Friday from 08:00 to 17:30 MST, excluding Honeywell holidays; Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 "Application or App" shall mean the "Commencement Date" shall "Hardware" means a physically tangible electro "Emergency Support" means telephone access for Customer's System Administrator'' (as defined below) to Honeywell's senior staff and engin "Mission Critical Failure" means a failure in the materials, workmanship or design of the the System or any cause outside of Honeywell's direct control __ _ "Services" shall have the meaning set forth in Section 3, below; "Software" means software programs, including embedded software, firmware, "System" means all Hardware and Software purchased by Customer either directly from ______ __, that the term "System" specifically excludes any limitation Customer's computers, lap tops, computer peripherals, monitors, televisions, "Term" means the period of time during which this "Services"). Subject to all other terms and conditions contained in the City Attorney Approved Version 5/22/2024 Page 12 b. Remote access support Monday through Friday from 08:00 to 17:30 MST, excluding Honeywell holidays; c. the event of a Mission Critical Failure; d. Updates for all System Software, as and when released by Honeywell; e. Twenty-four (24) App licenses per each ATX Station Controller that is part of the System and covered under this Service Agreement. Use of the App shall be strictly governed by the that must be accepted by each user at the time the software is downloaded. f. Advance replacement of defective or malfunctioning Hardware (not otherwise covered under the Honeywell warranty applicable to the Hardware) subject to Honeywell's g. Ground shipping for the return of repaired Hardware. 4. Claims resources. Thereafter, to make a valid claim hereunder, either Customer must contact Honeywell technical support and describe the problem or defect with specificity. The first such contact must occur site: http://stationalerting.com/service-support/. Customer must use its best efforts to assist in process. 5. Advance Replacement of Hardware. If a Hardware component requires repair during the Term, 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 a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Hardware. When a product is exchanged, any replacem property and the replaced item becomes the property of Honeywell. Replaced Hardware provided by Honeywell in fulfillment of the Services must be used in the System to which this Service Agreement applies. 6. Return Material Authorization Process. If Customer makes a claim for an advanced replacement of a Hardware component during the Term, Customer shall provide Honeywell with the Hardware component model and serial number and failure information to initiate the RMA process. 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 is 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 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. The original hardware must be shipped back within 10 days of receiving the Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 Emergency Support, available 24 hours per day, for Customer's System Administrator in Mobile Application End User's Agreement Return Material Authorization ("RMA") Process described below; and . Prior to requesting Services, Customer is encouraged to review Honeywell's online help during the Term. Honeywell's technical support contact information can be found on Honeywell's web diagnosing defects, follow Honeywell's technical instructions, and fully cooperate in the diagnostic ent item becomes the Customer's Upon Honeywell's issuance of the RMA, Honeywell will send the replacement Hardware, shipped City Attorney Approved Version 5/22/2024 Page 13 replacement. Failure to return the original hardware will cause Customer to incur a replacement charge equal to full market value of the replacement Hardware. 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 fault. Customer understands that this fee is intended to discourage return of Hardware prior to prope 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. Limitations. The Services specifically and expressly exclude any repair, software installation, including but not limited to scratches, dents and broken plastic on ports, alterations or repairs to the System made by any person other than an authorized Honeywell representative, failure of environmental controls or improper environmental conditions, modification to alter functionality or capability without the written permission of Honeywell, use with non-Honeywell products, any damage caused by fire, flood, vandalism, terrorism, riot, storm, lightning, or other acts of nature or civil unrest. The Services shall not include disassembly or re-installa Services shall not include the repair of any Hardware that is determined to be obsolete or irreparable in monitors manufactured by third parties. Repair or replacement of such components shall be subject any time when Customer is in breach of any obligation to Honeywell under this Agreement or any other contract. 9. Additional Services by Honeywell. Except for the Services, all other acts or performances then current rates and will be in addition to all other fees and charges payable by Customer under this Service Support in the absence of a Mission Critical Failure and any Services provided by Honeywell on a rush basis or during hours not included in the description of the Services set forth above. Customer shall pay all invoices for Additional Services within 30 days. 10. Authorized Support Contacts Customer shall appoint a minimum of one and a maximum of three contact people who are each 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 ware 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 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. Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 r troubleshooting or return because the Hardware is "old." update, or other service that is necessitated by the Customer's misuse or neglect of the System, damage arising from Customer's failure to follow instructions relating to the product's use, cosmetic damage, tion of any Hardware at Customer's site. The Honeywell's sole discretion. The Services shall not include repair or replacement of televisions or exclusively to the manufacturer's warranty, if any. Honeywell shall not be liable to provide Services at requested or required of Honeywell by Customer ("Additional Services") will be charged at Honeywell's Agreement. Additional Services shall include (without limitation) Customer's use of Emergency . In order to facilitate Honeywell's delivery of the Services, authorized to make use of the support services ("Authorized Contacts"). The Customer must ensure that have knowledge of Customer's network, hardware, and soft any actions needed by Customer's City Attorney Approved Version 5/22/2024 Page 14 11. Customer Facilitation of Services. Customer will be responsible for providing the following: a. The provision of remote access to the System, as more specifically described in Section 12 below; b. The procurement and/or provision of all computers, peripherals, and consumables for the operation, testing, troubleshooting, and functionality of the 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 of the System; such means of data transmission may include, but is not limited to, TCP/IP, data modems, leased lines, radios, etc; e. and f. The security and integrity of the System. 12. Remote Access Communications Gateways, Station Controllers, and other Honeywell-supplied equipment through Secure Shell (SSH) to perform implementation and support tasks under this Service Agreement. To enable this the Customer will ensure that Customer will provide Honeywell support personnel VPN or 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. a. Alternative to Network Access. If 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. Customer must ensure that remote access is available prior to notifying Honeywell of a support request. In the event that the remote access cannot be provided, Honeywell 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. 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 Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 (collectively "Customer Equipment"), including printer paper, toner and ink necessary The correct use of the System in accordance with Honeywell's operating instructions; ______ . Honeywell requires remote network access to Customer's system, including its similar remote network access to the System for Honeywell support personnel ("Customer Support") to Honeywell will only access Customer's System with the knowledge and consent of Customer . • • • • • • City Attorney Approved Version 5/22/2024 Page 15 Honeywell office. If Customer requires the use of physical security tokens this may delay after hours service. 13. [Intentionally Omitted] 14. Annual Fees. Annual payments ) are as shown Agreement subject to the following: a. The Annual Fee shown for Year 1 on Exhibit A shall be due and payable upon the Commencement Date. Customer acknowledges that the Year 1 Annual Fees are for arranties have already expired. Thereafter, the Annual Fee for the Existing Stations shall be due upon each 12-month anniversary of the Commencement Date b. Customer is purchasing Products for five additional stations under the AGREEMENT FOR FIRE STATION ALERTING SYSTEM INSTALLATION AND MAINTENANCE Upon expiration of the warranty period for the New Stations, the Annual Fee shown on Exhibit A for the New Stations under Year 2 shall be due and payable. Notwithstanding, if the warranties of the New Stations expire during a 12-month term for the Existing Stations, the Annual Fee attributed to the New Stations will be pro-rated to the end of the then current 12-month term so that Services for all Product will have the same Due Dates. c. Honeywell shall invoice Customer for the Annual Fee within 45 days of the subject Due Date. Customer shall pay the Annual Fee on or before the Due Date, or 30 days after the date of the invoice, whichever is later. Annual Fees are nonrefundable. 15. Purchase of Additional Hardware and Software. Customer acknowledges that the Annual Fee covers only the Hardware and Software currently purchased and owned by Customer. In the event Customer purchases additional Hardware and Software during the Term of this Agreement, upon expiration of the warranty on such additional Hardware and Software, the annual fee for servicing such additional Hardware and Software shall be added to the Annual Fee. The Annual Fee for such additional Hardware and Software shall be calculated as the product of the total cumulative sales price of all 16. Exclusions and Limitations. Honeywell warrants that the Services performed hereunder will be carried out with due care and attention by qualified personnel. Defective Hardware subject to repair hereunder will be repaired to good working order. Honeywell does not warrant that the operation of the System, Hardware, Software, or any related peripherals will be uninterrupted or error-free. Service Agreement does not apply to any Hardware or Software not used in conjunction with the System and for its intended purpose. This Service Agreement does not apply to monitors or televisions manufactured by third parties. Recovery and reinstallation of Hardware and user data (including passwords) are not covered under this Service Agreement. This Service Agreement 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 Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 (each an "Annual Fee" in Exhibit "A" of the Hardware and Software purchased in 2021 and 2022 for Stations 2 and 7 ("Existing Stations") whose w (each a "Due Date"). ("New Stations") SERVICES ("Purchase Agreement"). Hardware, Software purchased ("Base Amount") multiplied by .10. Honeywell is not responsible for damage arising from Customer's failure to follow instructions relating to the System's use. This City Attorney Approved Version 5/22/2024 Page 16 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 SERVICE AGREEMENT 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 SERVICE AGREEMENT 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 AND SERVICE CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THIS REPLACEMENT OF HARDWARE UNDER THIS SERVICE AGREEMENT SHALL NOT EXCEED THE LESSER OF THE AGGREGATE PURCHASE PRICE OF THE HARDWARE PAID BY CUSTOMER TO HONEYWELL (i) GIVING RISE TO THE CLAIM OR (ii) PROCURED BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO WHEN ER THIS SERVICE AGREEMENT SHALL BE LIMITED TO correction or re-performance of the defective services or in writing of defective services within ninety (90) DAYS OF THE DEFECTIVE SERVICES. Honeywell disclaims any representation that it will be able to repair any hardware under this Service Agreement or make a product exchange without risk to or loss of the programs or data stored thereon. 17. Force Majeure. Exce Customer will be liable to the other for any failure to meet its obligations due to any Force Majeure Force Majeure Event le 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 govern 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 Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 SERVICE AGREEMENT. HONEYWELL'S AGGREGATE LIABILITY IN CONNECTION WITH THE REPAIR OR THE CLAIM AROSE. HONEYWELL'S AGGREGATE LIABILITY IN CONNECTION WITH SERVICES UND refund OF fees paid for the services, at HONEYWELL's sole election, if CUSTOMER notifies HONEYWELL Event. As used herein, a " pt for Customer's duty to pay sums due hereunder, neither Honeywell nor " is one that is beyond the reasonab ment that would limit a Party's ability to perform the Contract, (c) fires, City Attorney Approved Version 5/22/2024 Page 17 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 Service Agreement. 18. Headings and Usage. The headings, captions, and section numbers contained herein are provided for convenience only and are not part of the terms of this Service Agreement. When the context of the words used in this Service Agreement indicate that such is the intent, words in the singular shall include the plural, and vice versa, and the references to the masculine, feminine or neuter shall be construed as the gender of the person, persons, entity, or entities actually referred to require. 19. Waiver. No failure or delay, in any one or more instances, to enforce or require strict compliance with any term of this Service Agreement shall be deemed to be a waiver of such term nor shall such failure or delay be deemed a waiver of any other breach of any other term contained in this Agreement. 20. [Intentionally Omitted.] 21. Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes any prior understandings and agreements between or among them with respect to the subject matter hereof. This Agreement may not be amended, altered, or changed except by the express written agreement of the Parties. 22. Review. The Parties acknowledge that they have had an adequate opportunity to review this Agreement, as well as the opportunity to consult legal counsel regarding this Agreement. Accordingly, the Parties agree that the rule of construction that a contract be construed against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement. 23. Assignment. The Parties shall not assign, in whole or in part, the Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, Honeywell may freely transfer its rights under this Agreement in the event of a sale or transfer of all or substantially all of its assets or stock. Each Party binds itself, its successors, assigns, executors, administrators, or other representatives to the other Party hereto and to successors, assigns, executors, administrators, or other representatives of such other Party in connection with all terms and conditions of this Agreement. Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 City Attorney Approved Version 5/22/2024 Page 18 24.Savings Clause. In the event any part, provision, or term of this Agreement is deemed to be illegal or unenforceable, this Service Agreement shall be construed as if such unenforceable part, provision, or term had not been included herein. Such illegal or unenforceable part, provision, or term shall be deemed revised to the extent necessary to cure its defect and such revision and the remainder of the Service Agreement shall be and remain in full force and effect. Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 Docusign Envelope ID: 1 B19F747-2903-4AD9-8676-0C988BEF9F16 ~ I AC~Rc:,® ~ I -=1 □ ~ □ □ - -- -------------- -H I I I I I L Docusign Envelope ID: 1 B19F747-2903-4AD9-8676-0C988BEF9F16 I Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 _______., I DATE(MM/DDNYYY) AC:C:,Rc:,® CERTIFICATE OF LIABILITY INSURANCE ~ 03/11/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk services Northeast, NAME: Inc. PHONE (866) 283-7122 I rffc. No.): 800-363-0105 New York NY office (A/C. No. Ext): One Liberty Plaza E-MAIL 165 Broadway, suite 3201 ADDRESS: New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURER A: XL specialty Insurance co 37885 Honeywell International Inc. INSURER 8: XL Insurance America Inc 24554 855 S. Mint Charlotte NC 28202 USA INSURERC: Greenwich Insurance Company 22322 INSURERD: INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: 570111328482 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested IN:SK TYPE OF INSURANCE AUUL SUBR POLICY NUMBER t'ULll;Yt:t-1" t'ULll;Y t:Xt' LIMITS LTR INSD WVD {MM/DDNYYYl {MM/DDNYYYl C X COMMERCIAL GENERAL LIABILITY RGC9437bjUll 04/01/LUL4 04 U.l LUL5 EACH OCCURRENCE $5,000,000 -□ 0occuR DAMAGE TO RENTED $5,000,000 CLAIMS-MADE PREMISES (Ea occurrence) MED EXP (Any one person) $50,000 -PERSONAL & ADV INJURY $5,000,000 -GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $5,000,000 Pi □PRO-DLoc Included POLICY JECT PRODUCTS -COMP/OP AGG OTHER: C AUTOMOBILE LIABILITY RAC943764211 04/01/2024 04/01/2025 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) AOS ....__ BODILY INJURY ( Per person) X ANYAUTO ....__ -SCHEDULED BODILY INJURY (Per accident) OWNED ....__ AUTOS ONLY -AUTOS PROPERTY DAMAGE HIRED AUTOS NON-OWNED (Per accident) ,....._ ONLY -AUTOS ONLY C UMBRELLA LIAB HOCCUR RA0943764511 04/01/2024 04/01/2025 EACH OCCURRENCE $4,000,000 -EXCESS AUTO ONLY AGGREGATE X EXCESS LIAB CLAIMS-MADE DEDI I RETENTION B WORKERS COMPENSATION AND RWD943540311 04/01/2024 04/01/2025 X I PER STATUTE I IOTH- EMPLOYERS' LIABILITY Y/N AOS ER A ANY PROPRIETOR/ PARTNER/ EXECUTIVE ~ RWC943540211 04/01/2024 04/01/2025 E.L. EACH ACCIDENT $5,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) AK, WI E.L. DISEASE-EA EMPLOYEE $5,000,000 If yes, describe under E.L. DISEASE-POLICY LIMIT $5,000,000 DESCRIPTION OF OPERATIONS below A Excess workers Compensation RWE943540411 04/01/2024 04/01/2025 EL Each Accident $5,000,000 AZ, OH, WA EL Disease -Ea Emp $5,000,000 SIR applies per policy ter ,is & condi1 ions EL Annual Aggregate $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad are included as Additional Insured for the General Liability and Automobile Liability policies with respect to Honeywell operations in connection with Honeywell International, Inc. coverage is Primary and Non-contributory for the General Liability and Automobile Liability policies. waiver of subro1ation is granted in favor of City of Carlsbad for the General Liability, Automobile Liability and workers' Compensation po icies where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Carlsbad 1635 Faraday Avenue AUTHORIZED REPRESENTATIVE s, Carlsbad CA 92008 USA ~~g~~~k ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ... Cl) ii: :.::; C Cl) :E ... Cl) "C 0 :::c N CX) 'V CX) N (") 0 ....... IO 0 z ~ u ii: ~ Cl) 0 Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 AGENCY CUSTOMER ID: 570000054391 LOC#: ADDITIONAL REMARKS SCHEDULE Page_ of_ AGENCY NAMED INSURED Aon Risk Services Northeast, Inc. Honeywell International Inc. POLICY NUMBER see certificate Number: 570111328482 CARRIER I NAICCODE see certificate Number: 570111328482 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC# INSURER INSURER INSURER INSURER I ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSR ADDL SUBR POLICY NUMBER EFFECTIVE EXPIRATION LIMITS LTR TYPE OF INSURANCE INSD WVD DATE DATE (MM/DD/YYYY) (MM/DD/YYYY) OTHER A RWE943540511 04/01/2024 04/01/2025 Excess WC -NM SIR applies per policy te1 ms & conditi ons A Architects & Engineers RG09435408 04/01/2013 04/01/2025 Each claim $5,000,000 Professional Prof. Liability Aggregate $5,000,000 Excess wc Limits are Statutory in AZ, OH, WA, & NM ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 ENDORSEMENT #001 This endorsement, effective on 04-01-2024 at 12:01 A.M. standard time, forms a part of Policy No. RGC9437630-11 of the Greenwich Insurance Company Issued to Honeywell International Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE All persons or entities added as additional insureds through an endorsement with the term "Additional lnsuredN in the title, but only where a written contract specifically requires that this insurance apply on a primary and non-contributory basis. For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section IV.4 a: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. All other terms and conditions remain unchanged. Authorized Representative MANUS © 2~.4 X.L. America, Inc. All Rights Reserved. May not be copied without permission Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 ENDORSEMENT #002 This endorsement, effective on April 1, 202d at 12:01 A.M. standard time, forms a part of Policy No. RAC943764211 of the Greenwich Insurance Company Issued to HONEYWELL INTERNATIONAL INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSONS OR ORGANIZATIONS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. Additional Insured: Any person or organization whom you have agreed to include as an additional insured under a written contract, provided such contract was executed prior to the date of loss. A. For a covered "auto," Wha is Insured is changed ta include as an "insured," the persons or organizations named in this endorsement. However, these persons or organizations are an "insured" only for ·bodily Injury" or sproperty damage" resu lting from a.cts or omissions of; 1. You. 2. Any of your employees or agents 3 Any person operating a covered "auto" with permission from You , any of your employees or agents. B. The persons or organizations named in this endorsement are not liable for payment of your premium. All other terms and conditions remain unchanged. Authorized Representative MANUS © 202.4 X.L. America, Inc. All Rights Reserved. May not be copied without permission Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 ENDORSEMENT #009 This endorsement, effective on April 1, 2024at 12:01 A.M. standard time, forms a part of Policy No. RAC943764211 of the Greenwich Insurance Company Issued to HONEYWELL INTERNATIONAL INC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. We waive any right of recovery we may have against the person or organization shown in the Schedule below because of payments we make for injury or damage arising out of the use of a "covered auto". The waiver applies only to the person or organization shown in the Schedule. Schedule Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. All other terms and conditions remain unchanged. ~€s- Authorized Representative MANUS © 20.14 X.L. America, Inc. All Rights Reserved. May not be copied without permission Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 POLICY NUMBER: RGC9437630-11 COMMERCIAL GENERAL LIABILITY CG 2010 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations Any Owner, Lessee or Contractor whom you have agreed All Locations to include as an additional Insured under a written con- tract, provided such contract was executed prior to the date of loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 2010 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 □ Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 POLICY NUMBER: RGC9437630-11 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Any person or organization whom you have agreed to All Locations include as an additional insured under a written con- tract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". CG 20 37 07 04 © ISO Properties, Inc., 2004 Page 1 of 1 □ Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 ENDORSEMENT #001 This endorsement, effective on 04-01-2024 at 12:01 A.M. standard time, forms a part of Policy No. RGC9437630-11 of the Greenwich Insurance Company Issued to Honeywell International Inc. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NON CONTRIBUTORY ENDORSEMENT FOR ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE All persons or entities added as additional insureds through an endorsement with the term "Additional lnsuredN in the title, but only where a written contract specifically requires that this insurance apply on a primary and non-contributory basis. For organizations that are listed in the Schedule above that are also an Additional Insured under an endorsement attached to this policy, the following is added to Section IV.4 a: If other insurance is available to an insured we cover under any of the endorsements listed or described above (the "Additional Insured") for a loss we cover under this policy, this insurance will apply to such loss on a primary basis and we will not seek contribution from the other insurance available to the Additional Insured. All other terms and conditions remain unchanged. Authorized Representative MANUS © 2~.4 X.L. America, Inc. All Rights Reserved. May not be copied without permission Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 POLICY NUMBER: RGC9437630-11 COMMERCIAL GENERAL LIABILITY CG 24 040509 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Any person or organization against whom you have agreed to waive your right of recovery in a written contract, provided such contract was executed prior to the date of loss. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24040509 © Insurance Services Office, Inc., 2008 Page 1 of 1 Docusign Envelope ID: 1B19F747-2903-4AD9-8676-0C988BEF9F16 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 0313 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organiz.atlon a.galnst whom you have agreed to waive your right of recoven. in a written contract, provided such contract was executed prior to the date of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 04-01-2024 Insured Honeywell International Inc. Insurance Company XL Insurance America, Inc. WC 00 0313 (Ed. 4-84) • 1983 National Council on Compensation Insurance. Policy No. Endorsement No. RWD9435403-11 Premium Included Countersigned by ~