Attach 1 - Professional Services Agreement US Digital Designs_KG Edits

CITY OF LAGUNA BEACH

PROFESSIONAL SERVICES AGREEMENT

1. PARTIES AND DATE.

This Agreement is made and entered into this _____ day of ________, 2026, by and between the City of Laguna Beach, a municipal corporation organized under the laws of the State of California with its principal place of business at 505 Forest Avenue, Laguna Beach, California 92651 ("City") and US Digital Designs by Honeywell an Arizona corporation, with its principal place of business at 1150 W. Grove Pkwy Suite 110, Tempe, Arizona 85283 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties."

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provisions of certain professional services required by the City on the terms and conditions set forth in this Agreement.

Consultant represents that it is experienced in providing fire station alerting system services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such professional services for the provision and installation of fire station alerting systems in all four City owned fire stations project ("Project") as set forth in this Agreement.

2.3 Intergovernmental Cooperative Purchasing Agreement.

This Agreement, and the services contemplated, are being procured pursuant to Laguna Beach Municipal Code section 2.30.050 (c), which allows the City to participate in cooperative agreements. The Consultant is a party to that certain Intergovernmental Agreement and Honeywell Master Price Agreement (https://nppgov.com/contract/honeywell/), and the City is a member of the organization that can obtain these reduced prices for the goods and services subject to this Agreement (City membership # M-5716760).

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional provision of G2 Fire Station Alerting Attachment 1
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system, and installation services necessary for the Project ("Services"). The Services are more particularly described in Exhibits "A" and “B” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. In the event of any conflict between this Agreement and any exhibit, this Agreement shall govern.

3.1.2 Term. The term of this Agreement shall be from March 1, 2025 to December 1, 2026 unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Services.

3.2 Compensation.

3.2.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed three hundred twenty-nine thousand nine hundred ten dollars and sixty six cents ($329,910.66]) without written approval of the City Council or City Manager, as applicable.

Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.2.2 Payment of Compensation. Consultant shall submit to City a monthly invoice which indicates work completed and hours of Services rendered by Consultant. The invoice shall describe the amount of Services provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the invoice.

City shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed and approved charges. If the City disputes any of Consultant's fees, the City shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth therein. Payment shall not constitute acceptance of any Services completed by Consultant. The making of final payment shall not constitute a waiver of any claims by the City for any reason whatsoever.

3.2.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City, or included in Exhibit "A" of this Agreement.

3.2.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City.

3.3 Responsibilities of Consultant.

3.3.1 Independent Contractor; Control and Payment of Subordinates. The Services shall be performed by Consultant or under its supervision. Consultant will determine the 5 -3- PROFESSIONAL SERVICES AGREEMENT
means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Any personnel performing the Services on behalf of Consultant shall not be employees of City and shall at all times be under Consultant's exclusive direction and control. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Consultant or any of Consultants officers, employees or agents, except as set forth in this Agreement. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.

Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.

3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services expeditiously. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.3.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

3.3.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are as follows: Paul Gyore, Principal Territory Manager.

3.3.5 City's Representative. The City hereby designates Jerry Soto, IT Manager or his/her designee, to act as its representative in all matters pertaining to the administration and performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for review and approval of all products submitted by Consultant but not the authority to enlarge the Scope of Services or change the total compensation due to Consultant under this Agreement. The City Manager shall be authorized to act on City's behalf and to execute all necessary documents which enlarge the Scope of Services or change the Consultant's total compensation subject to the provisions contained in this Agreement.

Consultant shall not accept direction or orders from any person other than the City Manager, City's Representative or his/her designee.

3.3.6 Consultant's Representative. Consultant hereby designates Paul Gyore or his/her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 6 -4- PROFESSIONAL SERVICES AGREEMENT

3.3.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.

3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Consultant represents that it, its employees and subconsultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Period of Performance.

3.3.9.1 Consultant shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Consultant shall also perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be separately agreed upon in writing by the City and Consultant (“Performance Milestones”). Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such Performance Milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.3.9.2 Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party’s performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Consultant and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
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3.3.9.3 Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Consultant to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

3.3.10 Laws and Regulations; Employee/Labor Certification.

3.3.10.1 Compliance with Laws. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. All violations of such laws and regulations shall be grounds for the City to terminate the Agreement for cause.

3.3.10.2 Employment Eligibility; Consultant. Consultant certifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time and shall require all subconsultants and sub-subconsultants to comply with the same. Consultant certifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of the Agreement.

3.3.10.3 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.3.10.4 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.3.10.5 Water Quality Management and Compliance. Consultant shall keep itself and all subcontractors, staff, and employees fully informed of and in compliance with all local, state and federal laws, rules and regulations that may impact, or be implicated by the performance of the Services including, without limitation, all applicable provisions of the City’s ordinances regulating water quality and storm water; the Federal Water Pollution Control Act (33 8 -6- PROFESSIONAL SERVICES AGREEMENT
U.S.C. § 1251, et seq.); the California Porter-Cologne Water Quality Control Act (Water Code § 13000 et seq.); and any and all regulations, policies, or permits issued pursuant to any such authority. Consultant must additionally comply with the lawful requirements of the City, and any other municipality, drainage district, or other local agency with jurisdiction over the location where the Services are to be conducted, regulating water quality and storm water discharges. City may seek damages from Consultant for delay in completing the Services caused by Consultant’s failure to comply with the laws, regulations and policies described in this Section, or any other relevant water quality law, regulation, or policy.

3.3.10.6 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.

3.3.11 Insurance.

3.3.11.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.3.11.2 Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.
(A) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $2,000,000 per occurrence and no less than $4,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (B) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $2,000,000 combined limit for each occurrence. 9 -7- PROFESSIONAL SERVICES AGREEMENT
(C) Workers' Compensation: Workers' Compensation
Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (D) Professional Liability (Errors & Omissions): Professional Liability insurance or Errors & Omissions insurance appropriate to Consultant’s profession with limits of not less than $2,000,000. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusions that may potentially affect the work to be performed (for example, any exclusions relating to lead, asbestos, pollution, testing, underground storage tanks, laboratory analysis, soil work, etc.). If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least five (5) years from termination or expiration of this Agreement.

3.3.11.3 Insurance Endorsements. Required insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Consultant; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Consultant shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (B) Automobile Liability: (1) Additional Insured: The City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Vendor or for which the Vendor is responsible. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(C) Professional Liability (Errors & Omissions): 1) Cancellation:

Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) This insurance shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and include a provision establishing the insurer’s duty to defend.
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(D) Workers' Compensation: (1) Cancellation: Required
insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.

3.3.11.4 Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

3.3.11.5 Waiver of Subrogation. All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

3.3.11.6 Deductibles and Self-Insured Retentions. Any deductible or selfinsured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

3.3.11.7 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

3.3.11.8 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
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3.3.11.9 Enforcement of Agreement Provisions (non estoppel).

Consultant acknowledges and agrees that actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.

3.3.11.10 Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. The insurance obligations under this Agreement shall be: (1) all the insurance coverage and/or limits carried by or available to the Consultant; or (2) the minimum insurance coverage requirements and/or limits shown in this Agreement; whichever is greater. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Consultant under this Agreement.

3.3.11.11 Additional Insurance Provisions
(A) If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including, but not limited to, the additional insured and primary & non-contributory insurance requirements stated herein. No insurance policies maintained by the City, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Consultant’s primary and excess liability policies are exhausted.
(B) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(C) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
(D) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (E) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
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(F) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(G) Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.3.11.12 Insurance for Subconsultants. Consultant shall include all subconsultants engaged in any work for Consultant relating to this Agreement as additional insureds under the Consultant's policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subconsultant's policies. All policies of Commercial General Liability insurance provided by Consultant’s subconsultants performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Consultant shall not allow any subconsultant to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subconsultant’s compliance with all insurance requirements under this Agreement, to the extent applicable. The Consultant shall provide satisfactory evidence of compliance with this section upon request of the City.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. It is the intent of the parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and 1815 of the Labor Code within this Agreement, and Consultant shall therefore comply with such Labor Code sections to the fullest extent required by law. Consultant shall defend, indemnify and hold the City, its officials, officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.4.2 Registration/DIR Compliance. If the Services are being performed on a public works project of over $25,000 when the project is for construction, alteration, demolition, 13 -11- PROFESSIONAL SERVICES AGREEMENT
installation, or repair work, or a public works project of over $15,000 when the project is for maintenance work, in addition to the foregoing, then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations (“DIR”). Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants.

3.4.3 Compliance Monitoring. This Project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. Any stop orders issued by the DIR against Consultant or any subconsultant that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the DIR against Consultant or any subconsultant.

3.4.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.5 Termination of Agreement.

3.5.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.5.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
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3.6 Indemnification.

3.6.1 To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses except such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall survive expiration or termination of this Agreement and shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

3.6.2 If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.7 General Provisions.

3.7.1 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.7.2 Independent Contractors and Subcontracting.

3.7.2.1 Use of Consultants. Consultant is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant shall only utilize its employees to provide the Services. Consultant may not provide the services through any independent contractor, subcontractor or subconsultant (“Subcontractor(s)”) unless approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants that all personnel who perform the Services on Consultant’s behalf are Consultant’s employees, and that Consultant complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders. 15 -13- PROFESSIONAL SERVICES AGREEMENT

3.7.2.2 Prior Approval Required. Consultant shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, without prior written approval of City. In the event that City authorizes Consultant to use a Subcontractor, Consultant shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor’s use of further independent contractors, subcontractors or subconsultants without the City’s prior written consent.

3.7.3 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

Consultant: Honeywell International Inc.
1150 W Grove Pkwy Suite 110,
Tempe, AZ 85383
ATTN: Paul Gyore, Principal Territory Manager
City: City of Laguna Beach
505 Forest Avenue
Laguna Beach CA 92651
ATTN: Jerry Soto
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.7.4 Ownership of Materials and Confidentiality.

3.7.4.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City’s express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of fifteen (15) years following completion of the Project, and shall make copies available 16 -14- PROFESSIONAL SERVICES AGREEMENT
to City upon the payment of actual reasonable duplication costs. Before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.7.4.2 SOFTWARE PRODUCTS: Notwithstanding the foregoing, 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”). 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.

3.7.4.3 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.

3.7.4.4 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.7.4.5 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless 17 -15- PROFESSIONAL SERVICES AGREEMENT
Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.7.4.6 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.7.4.7 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents & Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.7.4.8 Confidential Information. The City shall refrain from releasing Consultant’s proprietary information ("Proprietary Information") unless the City's legal counsel determines that the release of the Proprietary Information is required by the California Public Records Act or other applicable state or federal law, or order of a court of competent jurisdiction, in which case the City shall notify Consultant of its intention to release Proprietary Information.

Consultant shall have five (5) working days after receipt of the release notice to give City written notice of Consultant's objection to the City's release of Proprietary Information. Consultant shall indemnify, defend and hold harmless the City, and its officers, directors, employees, and agents from and against all liability, loss, cost or expense (including attorney’s fees) arising out of a legal action brought to compel the release of Proprietary Information. City shall not release the Proprietary Information after receipt of an objection notice unless either: (1) Consultant fails to fully indemnify, defend (with City's choice of legal counsel), and hold City harmless from any legal action brought to compel such release; and/or (2) a final and non-appealable order by a court of competent jurisdiction requires that City release such information.

3.7.5 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 18 -16- PROFESSIONAL SERVICES AGREEMENT

3.7.6 Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.

3.7.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all costs of such action.

3.7.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.7.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.7.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.7.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.

3.7.12 Assignment or Transfer. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.

Consultant shall not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

3.7.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
19 -17- PROFESSIONAL SERVICES AGREEMENT

3.7.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.7.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

3.7.16 No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.7.19 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.7.20 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.7.21 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination.

SIGNATURES ON NEXT PAGE
20 -18- PROFESSIONAL SERVICES AGREEMENT

SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF LAGUNA BEACH AND
HONEYWELL INTERNATIONAL INC.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF LAGUNA BEACH Honeywell International Inc.

By:

Its: VP / General Manager
Printed Name: Susheel Tenguria
By:

Its:

Printed Name:

Approved By:

Dave Kiff
City Manager
Approved as to Form:
_____________________________________
City Attorney
Attested By:

City Clerk
21 -19- PROFESSIONAL SERVICES AGREEMENT
EXHIBIT "A"

SCOPE OF SERVICES
Quotation to:

City of Laguna Beach, CA
Laguna Beach Fire Department
Project:

G2 Fire Station Alerting System
One (1) Dispatch & Four (4) Station Systems
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 #PS20350. More information available at: https://nppgov.com/contract/honeywell/
Laguna Beach Fire Department is a member: M-5716760
Paul Gyore
Principal Territory Manager
(602)-828-0287
(602)-687-1730
[email protected]
stationalerting.com
Installation by:

US DIGITAL DESIGNS
by Honeywell
1150 W Grove Pkwy St #110
Tempe, AZ 85283
Author: JA
Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
22 -20- PROFESSIONAL SERVICES AGREEMENT
Valiant Technologies
[email protected]
This proposal is subject to corrections due to errors or omissions *2026 Pricing*
PROPRIETARY and CONFIDENTIAL Page 1 of 13
23 PROPRIETARY and CONFIDENTIAL PRIMARY DS Page 2 of 40 Quote Submitted To:

City of Laguna Beach, CA
Laguna Beach Fire Department

PRIMARY DISPATCH SYSTEM

DISPATCH SYSTEM INTERFACES
Part No. Description Quantity US List Unit Unit Price Extended Price CADI-U
CAD Interface - Hexagon OnCall (USDD-side Only - Customer responsibility to discuss CAD-side costs (if any) with their vendor) 1 $ 15,411.38 $ 13,870.24 $ 13,870.24

DISPATCH SYSTEM COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price GARI-2
G2 Gateway Audio Radio Interface (GARI) - Kitted with Rack-Mount Adapter Plate 1 $ 3,845.89 $ 3,461.30 $ 3,461.30
GARI2-008R Consolette Motorola Interface Cable 1 $ 300.00 $ 270.00 $ 270.00

DISPATCH SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price GW-VM
G2 Communications Gateway - VMWare Virtual (Software for Controller with Install Assistance) 1 $ 10,008.00 $ 9,007.20 $ 9,007.20 GW-CM Gateway Configuration & Modifications 50 $ 373.75 $ 336.38 $ 16,819.00 GW-PM Gateway Project Management 1 $ 3,869.78 $ 3,482.80 $ 3,482.80

TRA-DIS-O
Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) 1 $ 5,259.19 $ 4,733.27 $ 4,733.27

TRA-STA-O
Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) 1 $ 5,259.19 $ 4,733.27 $ 4,733.27

PRIMARY DISPATCH WARRANTY & SUPPORT

PRIMARY DISPATCH SYSTEM
System Total: $ 56,377.08
Shipping Total: $ 43.00
System Subtotal $ 56,420.08

DISPATCH-LEVEL 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 $ 2,956.53 $ 2,660.87 No Charge

INDIVIDUAL DISPATCH SYSTEMS TOTALS
Primary Dispatch System Total: $ 56,420.08

DISPATCH-LEVEL SUBTOTALS
ALL SYSTEMS SUBTOTAL: 56,377.08
ALL SHIPPING SUBTOTAL: 43.00
ALL WARRANTY & SUPPORT: -
ALL PRIMARY DISPATCH-LEVEL ESTIMATED TAX: 1,364.12
ALL PRIMARY DISPATCH-LEVEL GRANDTOTAL: 57,784.20

US DIGITAL DESIGNS
by Honeywell Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
24 PROPRIETARY and CONFIDENTIAL FS04 Page 3 of 40
Quote Submitted To:

City of Laguna Beach, CA
Laguna Beach Fire Department
STATION 01
USDD Design Referenced:

USDD.CA_LGAB.ALL_STATIONS.FSA.2025.12.19

STATION SYSTEM LICENSES
Part No. Description Quantity US List Unit Unit Price Extended Price G2-VA G2 VoiceAlert- Single Station License 1 $ 1,504.91 $ 1,354.42 $ 1,354.42 G2-APP-DLA G2 Mobile FSAS App 24 $ 15.00 $ 13.50 No Charge

STATION SYSTEM CONTROLLER
Part No. Description Quantity US List Unit Unit Price Extended Price ATX G2 ATX Station Controller 1 $ 24,203.40 $ 21,783.06 $ 21,783.06 UPS-STD ATX UPS, Standard 1 $ 1,048.17 $ 943.35 $ 943.35 UPS-WMB Wall-Mount for UPS (Shelf/Bracket) 1 $ 79.57 $ 71.61 $ 71.61

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price PB-B Push Button, Standard (Black) 1 $ 132.83 $ 119.54 $ 119.54 PB-R Push Button, Emergency (Red) 1 $ 132.83 $ 119.54 $ 119.54 RR-2 G2 Room Remote 2 5 $ 2,445.45 $ 2,200.91 $ 11,004.55 RR2-SMB RR2 Surface Mount Box 1 $ 211.31 $ 190.18 $ 190.18 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 11 $ 392.70 $ 353.43 $ 3,887.73 SPK-LED-SM G2 Speaker - LED Illuminated, Surface Mount (Metal Box) 4 $ 467.50 $ 420.75 $ 1,683.00

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies 1 $ 23,890.68 $ 23,890.68 $ 23,890.68 ST-SU Station Configuration & Commissioning 1 $ 3,025.00 $ 2,722.50 $ 2,722.50 ST-PM Station Project Management 1 $ 1,650.00 $ 1,485.00 $ 1,485.00 ST-ES Station Engineering & Design Services 1 $ 825.00 $ 742.50 $ 742.50 FREIGHT-CHARGES Shipping 1 $ 723.00 $ 723.00 $ 723.00

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 $ 4,573.00 $ 4,115.70 No Charge
STATION 01
Equipment Only: $ 41,156.98
System: $ 69,997.66
Shipping: $ 723.00
Warranty & Support: $ -
Estimated Tax: $ 3,189.67
Station Subtotal: $ 73,910.33

US DIGITAL DESIGNS
by Honeywell Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
25 PROPRIETARY and CONFIDENTIAL FS04 Page 4 of 40
Quote Submitted To:

City of Laguna Beach, CA
Laguna Beach Fire Department
STATION 02
USDD Design Referenced:

USDD.CA_LGAB.ALL_STATIONS.FSA.2025.12.19

STATION SYSTEM LICENSES
Part No. Description Quantity US List Unit Unit Price Extended Price G2-VA G2 VoiceAlert - Single Station License 1 $ 1,504.91 $ 1,354.42 $ 1,354.42 G2-APP-DLA G2 Mobile FSAS App 24 $ 15.00 $ 13.50 No Charge

STATION SYSTEM CONTROLLER
Part No. Description Quantity US List Unit Unit Price Extended Price ATX G2 ATX Station Controller 1 $ 24,203.40 $ 21,783.06 $ 21,783.06 ATX-E Rack Mount Ears for ATX or EXP 1 $ 78.51 $ 70.66 $ 70.66 UPS-STD ATX UPS, Standard 1 $ 1,048.17 $ 943.35 $ 943.35 UPS-WMB Wall-Mount for UPS (Shelf/Bracket) 1 $ 79.57 $ 71.61 $ 71.61

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price PB-B Push Button, Standard (Black) 1 $ 132.83 $ 119.54 $ 119.54 PB-R Push Button, Emergency (Red) 1 $ 132.83 $ 119.54 $ 119.54 RR-2 G2 Room Remote 2 5 $ 2,445.45 $ 2,200.91 $ 11,004.55 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 12 $ 392.70 $ 353.43 $ 4,241.16 SPK-LED-SM G2 Speaker - LED Illuminated, Surface Mount (Metal Box) 1 $ 467.50 $ 420.75 $ 420.75

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies 1 $ 23,707.20 $ 23,707.20 $ 23,707.20 ST-SU Station Configuration & Commissioning 1 $ 3,025.00 $ 2,722.50 $ 2,722.50 ST-PM Station Project Management 1 $ 1,650.00 $ 1,485.00 $ 1,485.00 ST-ES Station Engineering & Design Services 1 $ 825.00 $ 742.50 $ 742.50 FREIGHT-CHARGES Shipping 1 $ 677.00 $ 677.00 $ 677.00

1.0 $ 4,458.74 $ 4,012.86 No Charge
STATION 02
Equipment Only: $ 40,128.64
System: $ 68,785.84
Shipping: $ 677.00
Warranty & Support: $ -
Estimated Tax: $ 3,109.97
Station Subtotal: $ 72,572.81

US DIGITAL DESIGNS
by Honeywell Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
26 PROPRIETARY and CONFIDENTIAL FS04 Page 5 of 40
Quote Submitted To:

City of Laguna Beach, CA
Laguna Beach Fire Department
STATION 03
USDD Design Referenced:

USDD.CA_LGAB.ALL_STATIONS.FSA.2025.12.19

STATION SYSTEM LICENSES
Part No. Description Quantity US List Unit Unit Price Extended Price G2-VA G2 VoiceAlert - Single Station License 1 $ 1,504.91 $ 1,354.42 $ 1,354.42 G2-APP-DLA G2 Mobile FSAS App 24 $ 15.00 $ 13.50 No Charge

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price PB-B Push Button, Standard (Black) 1 $ 132.83 $ 119.54 $ 119.54 PB-R Push Button, Emergency (Red) 1 $ 132.83 $ 119.54 $ 119.54 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 8 $ 392.70 $ 353.43 $ 2,827.44 SPK-LED-SM G2 Speaker - LED Illuminated, Surface Mount (Metal Box) 1 $ 467.50 $ 420.75 $ 420.75

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies 1 $ 17,280.12 $ 17,280.12 $ 17,280.12 ST-SU Station Configuration & Commissioning 1 $ 3,025.00 $ 2,722.50 $ 2,722.50 ST-PM Station Project Management 1 $ 1,650.00 $ 1,485.00 $ 1,485.00 ST-ES Station Engineering & Design Services 1 $ 825.00 $ 742.50 $ 742.50 FREIGHT-CHARGES Shipping 1 $ 514.00 $ 514.00 $ 514.00

1.0 $ 3,078.93 $ 2,771.04 No Charge
STATION 03
Equipment Only: $ 27,710.37
System: $ 49,940.49
Shipping: $ 514.00
Warranty & Support: $ -
Estimated Tax: $ 2,147.55
Station Subtotal: $ 52,602.04

US DIGITAL DESIGNS
by Honeywell Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
27 PROPRIETARY and CONFIDENTIAL FS04 Page 6 of 40
Quote Submitted To:

City of Laguna Beach, CA
Laguna Beach Fire Department
STATION 04
USDD Design Referenced:

USDD.CA_LGAB.ALL_STATIONS.FSA.2025.12.19

STATION SYSTEM LICENSES
Part No. Description Quantity US List Unit Unit Price Extended Price G2-VA G2 VoiceAlert - Single Station License 1 $ 1,504.91 $ 1,354.42 $ 1,354.42 G2-APP-DLA G2 Mobile FSAS App 24 $ 15.00 $ 13.50 No Charge

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price PB-B Push Button, Standard (Black) 1 $ 132.83 $ 119.54 $ 119.54 PB-R Push Button, Emergency (Red) 1 $ 132.83 $ 119.54 $ 119.54 RR-2 G2 Room Remote 2 4 $ 2,445.45 $ 2,200.91 $ 8,803.64 RR2-SMB RR2 Surface Mount Box 4 $ 211.31 $ 190.18 $ 760.72 SPK-LED-SM G2 Speaker - LED Illuminated, Surface Mount (Metal Box) 12 $ 467.50 $ 420.75 $ 5,049.00

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies 1 $ 25,358.52 $ 25,358.52 $ 25,358.52 ST-SU Station Configuration & Commissioning 1 $ 3,025.00 $ 2,722.50 $ 2,722.50 ST-PM Station Project Management 1 $ 1,650.00 $ 1,485.00 $ 1,485.00 ST-ES Station Engineering & Design Services 1 $ 825.00 $ 742.50 $ 742.50 FREIGHT-CHARGES Shipping 1 $ 705.00 $ 705.00 $ 705.00

1.0 $ 4,333.88 $ 3,900.49 No Charge
STATION 04
Equipment Only: $ 39,004.88
System: $ 69,313.40
Shipping: $ 705.00
Warranty & Support: $ -
Estimated Tax: $ 3,022.88
Station Subtotal: $ 73,041.28

US DIGITAL DESIGNS
by Honeywell Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
28 PROPRIETARY and CONFIDENTIAL FS04 Page 7 of 40
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.

For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. 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-furbished (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 29 PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 8 of 40 Quote Submitted To:

City of Laguna Beach, CA
Laguna Beach Fire Department
Section Totals
UnlessOtherwise Noted, All Prices are $USD
PRIMARYDISPATCH SYSTEM : $ 56,420.08
PRIMARY DISPATCH WARRANTY & SUPPORT : $ -
PRIMARY DISPATCH SYSTEM ESTIMATED TAX: $ 1,364.12
Notes: One (1) Dispatch Center System currently included in this proposal.

Dispatch-Level Subtotal: $ 57,784.20
STATION 01 SYSTEM: $ 70,720.66
STATION 01 WARRANTY & SUPPORT: $ -
STATION 01 ESTIMATED TAX: $ 3,189.67
STATION 02 SYSTEM: $ 69,462.84
STATION 02 WARRANTY & SUPPORT: $ -
STATION 02 ESTIMATED TAX: $ 3,109.97
STATION 03 SYSTEM: $ 50,454.49
STATION 03 WARRANTY & SUPPORT: $ -
STATION 03 ESTIMATED TAX: $ 2,147.55
STATION 04 SYSTEM: $ 70,018.40
STATION 04 WARRANTY & SUPPORT: $ -
STATION 04 ESTIMATED TAX: $ 3,022.88
Notes: Four (4) Station Systems currently included in this proposal with installation provided by Valiant Technologies.

Station-Level Subtotal: $ 272,126.46
Equipment & Warranty Total: $ 317,076.47
Tax Total: $ 12,834.19
US Digital Designs System Total: $ 329,910.66

US DIGITAL DESIGNS
by Honeywell Date: 1/21/2026
Expires: 4/21/2026
Proposal: CA_LGAB007 v3
(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
30 55852.00003\42823523.1
Exhibit “A”-1 PROFESSIONAL SERVICES AGREEMENT

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
31 55852.00003\42823523.1
Exhibit “A”-2 PROFESSIONAL SERVICES AGREEMENT

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.

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.

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 32 55852.00003\42823523.1
Exhibit “A”-3 PROFESSIONAL SERVICES AGREEMENT
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 user-installable 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 their 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.
33 55852.00003\42823523.1
Exhibit “A”-4 PROFESSIONAL SERVICES AGREEMENT

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 preapproved 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 34 55852.00003\42823523.1
Exhibit “A”-5 PROFESSIONAL SERVICES AGREEMENT
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.

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 35 55852.00003\42823523.1
Exhibit “A”-6 PROFESSIONAL SERVICES AGREEMENT
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.

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. 36 55852.00003\42823523.1
Exhibit “A”-7 PROFESSIONAL SERVICES AGREEMENT
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.

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.

17. 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.

18. 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. 37 55852.00003\42823523.1
Exhibit “A”-8 PROFESSIONAL SERVICES AGREEMENT

19. 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

20. 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.

21. 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.
38 EXHIBIT "B"

SCHEDULE OF SERVICES

SCOPE OF WORK
Laguna Beach Fire Department
Valiant Technologies
Fire Station Alerting

1. Overview
The purpose of this Scope of Work (“SOW”) is to detail the tasks and responsibilities of Honeywell International Inc., through its US Digital Designs group (“Honeywell”) related to the provision of additional components for the Laguna Beach Fire Department, LBFD (“City”) and Valiant Technologies (“Valiant”) in support of the installation and connection of the Phoenix G2 Fire Station Alerting (FSA) system. This document outlines all materials, labor, and tasks required for system readiness for Customer’s fire stations.

2. City Obligations
City shall take and perform all reasonable action necessary to facilitate Honeywell’s performance of the SOW hereunder. City shall be responsible for procuring and/or providing the following for use with the System (“City Obligations”):
a. The provision of VPN using SSH protocol for remote access to the System for installation, testing, and remote access support;’
b. The procurement and/or provision of all computers, peripherals, and consumables (collectively “City Equipment”), including printer paper, toner and ink necessary for the installation, testing 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 any operating manuals for the City Equipment, including the replacement of UPS batteries as necessary;
d. Providing all reasonable security and bearing all risk of loss or damage to any Products delivered to, stored at, or installed on City’s property; e. The correct use of the Products and System in accordance with the manufacturer and USDD’s operating instructions; and
f. The security, accessibility, and integrity of the System, City Equipment, and installation site.

3. Honeywell Project Roles and Responsibility
Overview
Honeywell will assign qualified personnel to implement the System for the project. The project team will be located primarily at the USDD headquarters in Tempe, Arizona, but will travel as necessary to City’s location as necessary.
39 The following is a proposed list of Honeywell project personnel roles for this project. The list of roles may change as necessary to accommodate new project requirements.

Honeywell Project Manager
The Honeywell project manager (“Project Manager”) will have the overall responsibility for ensuring the success of Honeywell’s portion of this Project. The Project Manager will be the primary contact for project-related issues and will be responsible for issue resolution. The Project Manager will also develop an issue escalation plan in conjunction with the City’s System Administrator.

Software Engineer
The Honeywell Software Engineer will be responsible for Honeywell’s configuration of software required for the System, and for the resolution of any Honeywell software issues identified during the course of the Project.

4. City Roles and Responsibilities
City’s staff must be familiar with the City’s existing systems and needs with respect to fire station alerting. In particular, City must have subject matter experts available for consultation on the existing communications systems, both in the station and the communications center, and the current and proposed data networks.

Honeywell will need to rely on the City’s personnel for direction on equipment location in the fire stations. It is critical that personnel with both knowledge and authority be available for this direction.

City will also be required to provide any necessary third-party consultation and configuration work for systems outside the overall contract.

Project Manager
City’s Project Manager will be Honeywell’s point of contact for this project and will typically interface with the Honeywell’s Project Manager. The Project Manager should have the authority to make decisions related to project scope and schedule and should act as the starting point for issue escalation.

System Administrator
City’s System Administrator shall be the primary technical contact for the configuration of the system. The System Administrator will become the manager of the system after System Acceptance. City may replace the person serving as its System Administrator only upon prior written notice to Honeywell. City will ensure that the System Administrator is reasonably available to Honeywell and Honeywell may rely on the direction of the System Administrator in performing its duties hereunder, including without limit, direction to provide Additional Services.

5. Project Implementation
Project Planning
Project planning will begin with the initial project meeting (“Project Meeting”). Honeywell will participate in the Project Meeting (which could be web based depending on scheduling 40 constraints). This meeting is important to developing the expectations of the City and establishing the specific equipment and services to be delivered by Honeywell.

The implementation plan will list all equipment to be delivered and will detail the delivery timeframe for this equipment as well as any work to be done by City prior to or after delivery and installation. During the Project Meeting, the parties will develop an implementation plan identifying the phases and each station to be completed in the phase (each an “Implementation Phase.”)
During the initial design development, the initial Product quantities can be modified without scope impact. After the design development phase of the project, change management procedures will be used to manage changes in Product quantities or other project scope. Any equipment, software development, installation or other work that is outside the scope of the equipment and services described in the Quote will be considered out of scope and may be subject to a formal change order. After the acceptance of the design, all changes in scope will be considered subject to a formal change order.

Installation
Honeywell has arranged for Valiant, a G2 Certified Installation Contractor, to perform installation of Station-Level components in City’s Fire Stations. Notwithstanding, the City has agreed to perform certain electrical services not requiring G2 Certification, including pulling cable and installing conduit. The scope of work for each party is as follows:

City Scope of Work – City will be responsible for providing all infrastructure cabling and conduit required to support installation of the G2 FSA equipment. Responsibilities include:
a. Structured Cabling (CAT6)
• Provide all CAT6 cable runs, including installation, termination, testing, and certification.
• Provide service loops as required.
• Provide 1” drywall surface cut-outs at all device and equipment locations. b. Low-Voltage Cabling (18-4 or 16-4)
• Provide all 18 4 or 16 4 cable runs, including installation and testing. • Provide service loops at all device locations.
c. Conduit
• Provide all conduit required by City of Laguna Beach ordinance or applicable electrical codes.

Valiant Scope of Work - Valiant Technologies will install, integrate, and certify the G2 FSA system using the infrastructure provided by City, including the following:
a. Device Installation
• Install all purchased G2 FSA devices in accordance with Honeywell’s specifications.
• Test and certify final installations.
b. Back Boxes & Mounting Hardware
41 • Provide and rough in all required back boxes and mounting hardware for G2 FSA devices.
c. System Connections
• Connect all G2 FSA devices to the cabling infrastructure provided by City. d. System Testing & Certification
• Perform all required testing, configuration, and certification of the complete G2 FSA system.

Acceptance of Station Installation
Upon substantial completion of each Installation Phase, Honeywell or Valiant will prepare and deliver to City a written request for City’s acceptance of the installation (“Request for Acceptance”). Upon presentation of the Request for Acceptance, City shall inspect the station installation and (i) accept the installation as presented, or (ii) accept the installation subject to completion of specified tasks necessary for the installation to comply with this SOW (“Punch List”).

If City accepts the installation subject to a Punch List, the installation shall be deemed materially complete. The Punch List shall specifically identify each task or item that is not in compliance with the SOW and proposed dates for completion, which in all instances shall be reasonable, but not less than 14 days. Thereafter, Honeywell shall address all Punch List items in a timely and reasonable fashion and the installation shall be deemed complete and accepted.

Honeywell staff will perform final inspection and perform start-up each station as follows:

System Functionality Demonstration
Honeywell will demonstrate the functionality of the installed and configured System after the initial Installation Phase is completed.

Acceptance Test Procedures
After the Installation Phase is complete and basic functionality has been demonstrated, City and Honeywell will initiate the Acceptance Test Procedure (“ATP”). The ATP procedure will be jointly developed based on the intended functionality of the System as actually installed.

Failure of the City to participate in the development of the ATP and to jointly perform the Acceptance Test with Honeywell in good faith shall constitute City’s irrevocable acceptance of the System. If City believes the Acceptance Test was unsuccessful, City may within seven days of the date on which the Acceptance Test is complete, provide Honeywell with written notice specifying the standards or criteria not met (“Failure Notice”). If within 30 days of the Failure Notice, Honeywell has not caused the System to meet the standards and criteria set forth in the Failure Notice, City may terminate the Agreement for cause.

6. Commissioning
Honeywell will install stations with a “basic” and agreed to configuration. Upon successful completion of the Acceptance Test, City shall provide Honeywell with a Certificate of Completion in a form acceptable to Honeywell.

After the completion of functional demonstration and basic acceptance testing, the System will be considered ready to proceed with the remaining Installation Phases. The System shall be deemed to be “commissioned” after successful functional demonstration and acceptance testing for warranty purposes. After the completion of functional demonstration and acceptance testing for each of the remaining stations, each station shall be commissioned and warranty commenced on 42 the date of such commissioning.

During the Implementation Phases, Honeywell assumes that the existing alerting system will be kept in its present form, and that the new alerting equipment will be integrated in, allowing the existing system to function in parallel with the new equipment. The only time the existing equipment will not be able to alert the station is during the actual integration of the new equipment, expected to be in the neighborhood of 2-3 hours. After this integration is complete and tested, the station will again be alertable by the existing system and by the new system as well. This type of “soft cut-over” is the best way to ensure that the systems are operating properly during system implementation. Honeywell will work with City personnel to put together the exact implementation plan before any installation work is started, and will make adjustments with City personnel as necessary during the Implementation Phases.

7. Project Closure
The project closure process ensures that all outstanding issues are resolved, provides feedback on the project successes and issues to City and Honeywell, and transitions City and the System from a project to a support process.

Completion of Punch List Items
Honeywell will work with City to identify any outstanding items for resolution. A list will be made of any unresolved issues and a disposition will be created for each item.

Transition to Support
After a successful Acceptance Test and a short confirmation period, as mutually defined in the ATP process document, City will be transitioned to support from the project team. The primary contact for City may change. It is important for City to continue to provide remote access to the System after the transition to support to allow USDD support personnel to perform remote diagnostics on the System.

Project Closure
After transition of the City to technical support, Honeywell will prepare a document detailing any outstanding issues, lessons learned and other pertinent information for City and/or CAD provider.

8. Responsibility & Liability Notice
Honeywell and Valiant shall not be liable for any risk, malfunction, or harm resulting from cable or conduit failure, improper installation, or performance deficiencies related to cabling infrastructure or conduit that is not provided or installed by Honeywell or Valiant Technologies. 43

Laguna Beach City CouncilMay 12, 2026

Laguna Beach City Council
May 12, 2026