US DIGITAL DESIGNS Author: DWK
by Honeywell Date: 9/22/2026
1150 W Grove Pkwy St #110 Expires: 12/21/2026
Tempe, AZ 85283 Proposal: CA_CATH017 v2
Quotation to:
Cathedral City, CA
Project:
City Hall/PD Dispatch G2 Alerting System
One (1) Station System - City Hall
Pricing 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 #PS26480. More information available at: https://nppgov.com/contract/honeywell/ Cathedral City, CA is a member: M-5712155
William Butler
Sr. Territory Manager
(602)-687-1733
(602)-687-1730
[email protected]
stationalerting.com
Installation Included
This proposal is subject to correction for errors or omissions Responsibility for identifying any errors or omissions in this quote rests with the Customer prior to order placement. *10/1/2026 Pricing*
US DIGITAL DESIGNS Date: 9/22/2026
by Honeywell Expires: 12/21/2026
Proposal: CA_CATH017 v2
Quote Submitted To:
Cathedral City, CA
CITY HALL
USDD Design Referenced:
USDD.CA_CATH.CITYHALL.FSA.2026.09.09
STATION SYSTEM LICENSES (Tax applicable)
Part No. Description Quantity US List Unit Unit Price Extended Price G2-VA G2 VoiceAlert - Single Station License 1 $ 1,655.00 $ 1,489.50 $ 1,489.50 G2-APP-DLA G2 Mobile FSAS App 24 $ 15.00 $ 13.50 No Charge STATION SYSTEM CONTROLLER (Tax applicable)
Part No. Description Quantity US List Unit Unit Price Extended Price ATX G2 ATX Station Controller 1 $ 25,532.00 $ 22,978.80 $ 22,978.80 UPS-STD ATX UPS, Standard 1 $ 1,101.00 $ 990.90 $ 990.90 UPS-WMB Wall-Mount for UPS (Shelf/Bracket) 1 $ 84.00 $ 75.60 $ 75.60 STATION SYSTEM PERIPHERAL COMPONENTS (Tax applicable)
Part No. Description Quantity US List Unit Unit Price Extended Price IOR G2 I/O Remote 3 $ 1,744.00 $ 1,569.60 $ 4,708.80
PB-R Push Button, Emergency (Red) 1 $ 139.00 $ 125.10 $ 125.10 USDD-LCD-SIGN G2 LCD Message Sign 1 $ 3,308.00 $ 2,977.20 $ 2,977.20 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 1 $ 412.00 $ 370.80 $ 370.80 STATION SYSTEM SERVICES (Tax NOT applicable)
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation 1 $ 25,247.28 $ 25,247.28 $ 25,247.28 ST-SU Station Configuration & Commissioning 1 $ 3,176.00 $ 2,858.40 $ 2,858.40 ST-PM Station Project Management 1 $ 1,782.00 $ 1,603.80 $ 1,603.80 ST-ES Station Engineering & Design Services 1 $ 908.00 $ 817.20 $ 817.20 FREIGHT-CHARGES Shipping 1 $ 441.00 $ 441.00 $ 441.00
STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Part No. Description Quantity US List Unit Unit Price Extended Price RS-1YR-STD
[STANDARD] 1st Year Warranty & Support - Included with Initial Purchase
Technical phone support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays;
Remote access support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays;
1.0 $ 3,746.30 $ 3,371.67 No Charge
CITY HALL
Equipment Only: $ 33,716.70
System: $ 64,243.38
Shipping: $ 441.00
Service & Support: $ -
Estimated Tax: $ 3,118.79
Station Subtotal: $ 67,803.17
PROPRIETARY and CONFIDENTIAL CITYHALL Page 2 of 10
Warranty & Support Notes:
Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the system until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations.
Station System Installation Notes:
01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontractors where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed, included or budgeted for in this proposal. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 12 - All electrical power, including (but not limited to) raceway, conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USDD cannot warrant nor support any owner-furnished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect PROPRIETARY and CONFIDENTIAL CITYHALL Page 3 of 10
US DIGITAL DESIGNS Date: 9/22/2026
by Honeywell Expires: 12/21/2026
Proposal: CA_CATH017 v2
Quote Submitted To:
Cathedral City, CA
Cathedral City, CA
[UNLESS OTHERWISE NOTED, ALL PRICES ARE $USD]
CITY HALL SYSTEM: $ 64,684.38
CITY HALL SERVICE & SUPPORT: $ -
CITY HALL ESTIMATED TAX: $ 3,118.79
Station-Level Subtotal: $ 67,803.17
Equipment & Service Total: $ 64,684.38
Tax Total: $ 3,118.79
US Digital Designs System Total: $ 67,803.17
(TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement.
Dispatch or station level training is not included in this proposal. Contact your Regional Territory Manager to schedule additional training if needed.
SECTION TOTALS
Notes: One (1) Station System included in this proposal with installation included.
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 4 of 10
TERMS AND CONDITIONS OF HONEYWELL PRODUCT SALES
These terms and conditions of sale (“Terms and Conditions”) are adopted effective January 1, 2023 (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 below) by Honeywell International Inc., through its US Digital Designs group (“Honeywell”). 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 Honeywell that specifically references these Terms and Conditions (collectively, the “Agreement”) set forth the entire agreement between the parties relating to your purchase of Honeywell Products. The 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 Honeywell Products are non-cancelable, except as expressly set forth herein, and will be governed by the terms of the Agreement. All Orders are subject to acceptance by Honeywell 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. Honeywell’s acknowledgment of its receipt of an Order shall not constitute acceptance of such Order.
1.1 No Returns. Because of the nature of System and its Products, Honeywell cannot accept returns of Product for refund, credit, exchange or any other purpose. Notwithstanding, defective Products may be returned as provided for under Section 9.4 – Return Material Authorization Process. Customer must thoroughly assess its requirements and specifications prior to ordering.
2. REMITTANCES. All invoices shall be due and payable upon receipt in United States currency, free of exchange or any other charges, or as otherwise agreed in writing by Honeywell.
3. QUOTE PRICING. This proposal expires 90 days after its date. Prices are subject to correction for error. Prices, terms, conditions, and Product or Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance.
4. PAYMENT.
4.1. Invoicing & Payment. Honeywell reserves the right to invoice Customer monthly for all materials delivered. Invoices are due thirty (30) days from the date of the invoice, unless prepayment is required in the quote. If the Customer becomes overdue in any progress payment, Honeywell shall be entitled to suspend further shipments, shall be entitled to interest at the annual rate of 18%, or the maximum amount allowed by law, and shall also be entitled to avail itself of any other legal or equitable remedies. Customer agrees that it will pay and/or reimburse Honeywell for any and all reasonable attorneys’ fees and costs which are incurred by Honeywell in the collection of amounts due and payable hereunder.
4.2. Payment Disputes. Any disputes must be provided to Honeywell 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.
4.3. 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 Honeywell, its parent, affiliates, subsidiaries or other legal entities, business divisions, or units.
4.4. Credit Card Payments. All Honeywell quotes are developed for the Customer with the understanding that any purchase of the Products listed thereon will facilitated using to Honeywell’s standard Purchase Order and Invoice process. If Customer would rather seek to use a Credit Card for purchase, then said order would be subject to a 4% credit card surcharge.
5. SURCHARGES.
5.1. For avoidance of doubt, Orders placed prior to the Terms and Conditions Effective Date which have not been delivered, including those on backlog or which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges.
5.2. Honeywell will invoice Customer, and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions. If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15) days, Honeywell may, in its sole discretion, withhold performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions. Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in these Terms and Conditions.
6. CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay Honeywell for all work in progress, all inventoried or ordered project parts and materials, and all other costs incurred by Honeywell related to the Order.
7. TAXES. Honeywell’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax Honeywell is required to collect or pay with respect to the production, sale, or delivery of products sold to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes Honeywell with a valid exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer agrees to pay all such Taxes and further agrees to reimburse Honeywell for any such payments made by Honeywell.
8. SHIPPING/DELIVERY/RISK OF LOSS.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 5 of 10
8.1. Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. Honeywell 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.
8.1.1. Inspection upon Receipt. The Customer must inspect all shipments upon receipt. Any claims for damage, loss, or shortages must be submitted within 10 calendar days of receipt. Honeywell will not be responsible for claims made after this 10-day period.
8.2. Future Delivery and Repricing. Honeywell 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. Honeywell 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, Honeywell 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 Honeywell Products included in the Order.
Honeywell will include any repricing in its final invoice related to the Order.
8.3. Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay Honeywell 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. Honeywell will separately invoice any storage fees owed under this Section at the end of each month for which the storage fees are owed.
8.4. 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) Honeywell’s point of shipment (“Honeywell Dock”) for all shipments (except that Honeywell is responsible for obtaining any export license), and (ii) F.O.B. Honeywell Dock for all domestic shipments. For shipments from a Honeywell Dock to a Buyer location within the same country, the import/export provisions of the INCOTERMS do not apply. Honeywell 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.
9. LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND HONEYWELL’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 HONEYWELL, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS,
OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT HONEYWELL’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON HONEYWELL UNLESS SET FORTH IN WRITING AND SIGNED BY A HONEYWELL AUTHORIZED REPRESENTATIVE.
9.1 Product Warranty Terms
9.1.1. If Customer is purchasing a new System, i.e., the initial System for Customer, or for a new Dispatch System or Station System. subject to the terms, conditions and limitations contained herein, and unless Honeywell has otherwise provided an alternative written warranty (in which case the terms of such warranty will control), Honeywell warrants and guarantees its products will be free from defects in workmanship and materials (collectively, “Defects”) for 12 months from Customer’s “Commissioning Date” (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance. For purposes of subparagraph, “Commissioning Date” shall mean means the date on which an authorized Honeywell technician has inspected and approved installations, confirmed that all connections and start-up configurations are properly working, and confirming the System can send and receive alerts through the configured communication pathways.
9.1.2. If Customer is purchasing Products or services to add to or as replacement Products for an existing System, subject to the terms, conditions and limitations contained herein, and unless Honeywell has otherwise provided an alternative written warranty (in which case the terms of such warranty will control), Honeywell warrants and guarantees its products for 12 months from the day of shipment to Customer (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance.
9.2. Product Defects. If a Defect with a Product arises and a valid claim is made within the Warranty Period, Customer shall initiate the RMA process as described below. Upon approval, Honeywell at its option, will either (1) repair the Product defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Product with a Product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Product. Any replacement Product or part, including a userinstallable part that has been installed in accordance with instructions provided by Honeywell, shall remain under warranty during the Warranty Period or for ninety (90) days from the date of repair, whichever is longer. When a Product or part is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of Honeywell. Parts provided by Honeywell in fulfillment of its warranty obligation must be used in the same Honeywell Fire Station Alerting System for which the warranty claim is made.
9.3. Procedure for Warranty Claims.
9.3.1. Prior to making a Warranty claim, 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. The first such contact must occur during the Warranty Period. Honeywell’s technical support contact information can be found on Honeywell’s web site at https://buildings.honeywell.com/us/en/brands/our-brands/usdd. Customer must use its best efforts to assist in diagnosing defects, follow Honeywell’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve Honeywell of any further obligation hereunder.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 6 of 10
9.3.2. 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.
9.4. 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 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 10 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.
9.5. No Fault Found. Customer understands that this fee is intended to discourage return of Products prior to proper troubleshooting or return because the product is “old.” Product returns will not be allowed if, upon examination of the returned Product, it is determined that the Product was subjected to accident, misuse, neglect, alteration, improper installation, unauthorized repair, improper testing, or poor packaging upon return. In such event, Honeywell shall invoice Customer for the full market value of the replacement Product.
9.6. WARRANTY EXCLUSIONS & DISCLAIMERS.
9.6.1. Honeywell does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free. Honeywell further does not warrant nor support any system configuration that deviates from this specific quote’s documented station system design file number.
9.6.2. Honeywell does not warrant or support any system not installed by G2 Trained & Certified Installation technician (installer). If Customer intends to tie this system into any 3rd-party system or devices, Honeywell will be unable to warrant or support the Products unless Honeywell has had a chance to review documented engineering assumptions and approve system integrity, performance, and reliability expectations
9.6.3. Honeywell is not responsible for damage arising from Customer’s failure to follow instructions relating to the use of the Products.
This Warranty does not apply to any Products, including the hardware or software, not used for its intended purpose.
9.6.4. Honeywell cannot warrant nor support any system not using Honeywell-approved Uninterruptable Power Supply Battery Backup.
This Warranty does not apply to monitors or televisions manufactured by third parties. Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty, if any. Recovery and reinstallation of hardware and user data (including passwords) are not covered under this Warranty.
9.6.5. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by use with non-Honeywell products; (d) to damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or other external causes; (e) to damage caused by operating the Product outside the permitted or intended uses described by Honeywell; (f) to 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) to a Product or part that has been modified to alter functionality or capability without the written permission of Honeywell; (h) to Software (as defined below); (i) to any other damage caused by an event or action outside of Honeywell’s control, including, without limitation, Customer’s failure to apply required or recommended updates or patches to any Software or Product; or (h) if any serial number has been removed or defaced.
9.6.6. The System is designed to generate and transmit signal-based outputs solely to supported third-party integrations (e.g., gas shutoff systems, apparatus bay doors, and similar connected equipment).
9.6.7. Customer acknowledges and agrees that the System’s functionality is strictly limited to the initiation and transmission of such signals. The System does not control, monitor, verify, or guarantee the execution, performance, or outcome of any action by third-party systems, devices, or integrations.
9.6.8. USDD by Honeywell warrants and supports only the transmission of signals from the System itself. Any actions taken (or not taken) by third-party systems in response to such signals are outside of USDD by Honeywell's control and responsibility.
9.6.9. USDD by Honeywell shall have no responsibility or liability for:
- The failure, delay, malfunction, or improper operation of any third-party system or device; - Any damages or losses arising from the actions or inactions of third-party integrations; - Any uses of the System beyond its intended signal-transmission function.
9.6.10. All other functions, uses, or integrations not expressly supported by the System are outside the scope of this Agreement and are not warranted or supported in any manner.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 7 of 10
10. LIMITATIONS OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND
CONDITIONS AND ANY OTHER 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 THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS, AND TO THE EXTENT
PERMITTED BY LAW, HONEYWELL IS NOT RESPONSIBLE FOR INDIRECT, 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 THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS. HONEYWELL’S AGGREGATE LIABILITY IN CONNECTION WITH THEREWITH SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO HONEYWELL FOR THE PRODUCTS GIVING RISE TO THE CLAIM.
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.
11. SERVICE AGREEMENT. The Product being purchased hereunder is not subject to any post-Warranty service agreement or maintenance program unless specifically contracted for between Honeywell and Customer. Honeywell offers a comprehensive post-Warranty Service Agreement at additional cost. Customer should contact Honeywell regarding its Service Agreement and costs associated therewith.
12. SOFTWARE PRODUCTS. All software Products delivered by Honeywell to Customer or for which Honeywell provides access, including, without limitation, Honeywell’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 Honeywell 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 Honeywell 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.
13. INTELLECTUAL PROPERTY: Customer hereby agrees and acknowledges that Honeywell owns all rights, title, and interest in and to the Intellectual Property (as defined below). Customer agrees to not remove, obscure, or alter Honeywell’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 Honeywell’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 Honeywell related to Honeywell’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.
14. FIRST ARRIVING MOBILE APP. If Customer wishes to use its First Arriving Mobile App (“First Arriving”) with the System being acquired from Honeywell, Customer agrees to the following:
14.1 Customer acknowledges that it bears full responsibility for complying with applicable law and regulations, including all privacy requirements, and for providing any required notices and obtaining all required consents in order for Honeywell to transmit alert to First Arriving. Customer also acknowledges that Honeywell bears no responsibility for any service failure by First Arriving, nor is Honeywell responsible for supporting First Arriving’s services or platform. Honeywell is offering to transmit alerts that are transmitted through its Honeywell service to First Arriving merely as a courtesy to Customer.
14.2 IN NO EVENT SHALL HONEYWELL BE LIABLE TO CUSTOMER FOR ANY CLAIMS, WHETHER ARISING FROM ANY INDEMNIFICATION
OBLIGATION HONEYWELL MAY HAVE OR THAT ARISE FROM A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),
OPERATION OF LAW, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY OR THE
LIABILITY IS OTHEWISE FORESEEABLE, FOR ANY LOST PROFITS OR REVENUE, SPECIAL, INCIDENTAL, INDEIRECT, CONSEQUETIAL,
EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING ALL DAMAGES DUE TO BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR LOST USE OF ANY PROPERTY OR CAPITAL) THAT RELATE TO OR ARISE OUT OF HONEYWELL’S TRANSMISSION OF ALERTS TO FIRST ARRIVING. FURTHER HONEYWELL’S AGGREGATE LIABILITY IN CONNECTION WITH ITS
TRANSMISSION OF ALERTS TO FIRST ARRIVING WILL BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY CUSTOMER TO HONEYWELL IN ORDER FOR HONEYWELL TO TRANSMIT ALERTS TO FIRST ARRIVING OR $100. 15 REMOTE ACCESS TO THE SYSTEM.
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15.1 Remote Access. Honeywell requires remote network access to the Customer’s Products through Secure Shell (SSH) to perform implementation and support tasks under this Agreement. To enable remote network access, the Customer will provide Honeywell support personnel VPN or similar remote network access to the Products 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 software upgrades and customized software. Honeywell will only access Customer’s Products with the knowledge and consent of Customer. Honeywell will not access any other systems or data.
15.2. Alternative to Network Access. If the Customer elects not to provide remote network access to the Products, 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: Product software upgrades; Product software customization; Network troubleshooting assistance including packet capture and network monitoring on Honeywell devices; Detailed log analysis; Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer.
15.3. Timely Access. Customers much ensure that remote access is available prior to notifying Honeywell of a support request. In the event that the Customer is unable to provide remote access, 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.
15.4. 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.
16. GOVERNING LAW. This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles.
17. DISPUTE RESOLUTION/ARBITRATION. Before either Honeywell or Customer initiate any dispute resolution process related to the Agreement, they must schedule an executive resolution conference to be held within thirty (30) days of receipt of the other party’s written request. The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within fifteen (15) days of the end of the conference or if one party refuses to attend the executive resolution conference, then Honeywell and Customer further agree that any remaining dispute between them arising out of or relating to this Agreement will be settled by litigation with jurisdiction being Maricopa County, Arizona.
18. FORCE MAJEURE. Except for Customer’s duty to pay sums due hereunder, neither party 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 (i) Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and (ii) Use all reasonable efforts to avoid or remove the cause and 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 its Order.
19. ACCEPTANCE OF TERMS. This proposal shall become a binding contract between the Customer and Honeywell when accepted in writing by the Customer. Without limiting the foregoing, issuance by Customer of a purchase order to Honeywell for any of the goods or services herein described shall constitute acceptance.
19.1 CUSTOMER CAUSED DELAYS. If the Products and/or Services purchased by Customer hereunder are part of a new system or station implementation project (the “Project”), Honeywell and Customer shall mutually develop a project schedule or timetable (“Project Schedule”). Each party shall use commercially reasonable efforts to perform its obligations in accordance with the Project Schedule, subject to adjustments for reasonable changes or unforeseen events.
Honeywell shall not be liable for any delay, increased cost, or failure to perform to the extent caused by: (i) delays in obtaining parts, materials, equipment, services, or software from any Customer designated supplier; (ii) Customer’s failure to timely provide required information, approvals, access, or resources; or (iii) any other act, omission, or circumstance caused by or within the reasonable control of Customer (each, a “Customer Caused Delay”).
If a Customer Caused Delay occurs, Honeywell shall be entitled to equitable adjustments to the price, delivery dates, milestones, and any other affected terms to account for increased costs, delays, or other adverse impacts incurred by Honeywell. Such adjustments may include, without limitation: (a) increases in material or component costs required to complete the Project; (b) costs associated with buy out or long lead items, including additional costs due to currency exchange rate fluctuations; (c) increases in labor, mobilization, or installation costs; and (d) costs associated with pre building, warehousing, storage, handling, insurance, or preservation of equipment, at Honeywell’s discretion.
If performance of the Project is delayed for a cumulative period exceeding six (6) months beyond the scheduled Project completion date due to Customer Caused Delays, Honeywell may, upon written notice to Customer, (i) suspend performance of the affected Products and/or Services until such delays are remedied, (ii) invoice Customer for reasonable costs incurred as a result of the suspension, and/or (iii) require renegotiation of pricing, schedule, and other affected terms as a condition to resuming performance.
PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 9 of 10 Further, if either (a) the Project is not completed within six (6) months of the scheduled Project completion date due to Customer Caused Delays, or (b) Honeywell and Customer have not mutually agreed upon the required adjustments to price, delivery dates, and other affected terms within sixty (60) days following the expiration or continuation of such delays, Honeywell may, upon written notice, terminate or cancel any affected outstanding Customer Orders, in whole or in part, without liability. Such termination shall be without prejudice to Honeywell’s right to recover amounts due for Products delivered, Services performed, and any reasonable costs incurred as a result of the Customer Caused Delay, including demobilization, storage, and restart costs.
20. SEVERABILITY. In the event any provision or portion of a provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such provision, a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto
21. WAIVER. The failure of either party to insist upon strict performance of any provision of these Terms and Conditions, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein.
22. NO JOINT VENTURE. The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be construed to constitute either party hereto as the partner, joint venturer, employee, agent, servant, franchisee, or other representative of the other party hereto, and neither party has the right to bind or obligate the other, except as otherwise provided herein.
Furthermore, nothing contained in these Terms and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect.
THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.
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