Agenda packet — Salinas City Council, January 27, 2026 (part 2 of 2)

Form: Agreement Amendment
Version: July 2025

AGREEMENT —AMENDMENT NO. 2 TO

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN
CITY OF SALINAS AND TRUE NORTH COMPLIANCE SERVICES, INC.

This Amendment No. 2 to the Agreement for Professional Services (the “Amendment”) is entered into this 27th day of January 2026, by and between the City of Salinas (the “City”) and True North Compliance Services, Inc. (the “Consultant”). City and Consultant may be individually referred to herein as a “Party” and collectively the City and Consultant may be referred to as the “Parties.”

RECITALS

WHEREAS, the City and Consultant first entered into an Agreement for Professional Services effective July 1st, 2024, pursuant to which Consultant agreed to act as and provide certain services to the City for compensation (the “Agreement”); and

WHEREAS, on the 8th day of October 2024, the City Council approved Resolution No. 23126 (N.C.S.), approving Amendment No. 1 to the Agreement for Professional Services to increase the total compensation to be paid under the Agreement to the amount not to exceed $400,000; and WHEREAS, the City and Consultant desire to further amend the Agreement for Professional Services to increase the City’s capacity to complete plan review, permitting, and inspections for all projects in a timely manner.

NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:

TERMS

1. Section 3 of the Agreement is further amended in its entirety to read as follows:

Compensation. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation set forth in Exhibit B. The total amount of compensation to be paid under this Agreement shall not exceed $600,000.

2. All other covenants, terms, and conditions set forth in the Agreement and not amended by this Amendment shall remain in full force and effect as if fully set forth herein.

IN WITNESS WHEREOF, the undersigned, as authorized representatives of the City and Consultant have entered into this Agreement as of the date first written above.

CITY OF SALINAS

___________________________________
René Mendez, City Manager

APPROVED AS TO FORM:

___________________________________
□ Christopher A. Callihan, City Attorney
□ Rhonda Combs, Assistant City Attorney
249

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Form: Agreement Amendment
Version: July 2025

True North Compliance Services, Inc.

Isam Hasenin, MSCE, P.E., CBO, President and CEO
250

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Version: May 2024

AGREEMENT —AMENDMENT NO. 1 TO

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN
TRUE NORTH COMPLIANCE SERVICES, INC. AND CITY OF SALINAS

This Amendment No. 1 to the Agreement for Professional Services (the “Amendment”) is entered into this 8th day of October 2024, by and between the City of Salinas (the “City”) and True North Compliance Services, Inc., (the “Consultant”) City and Consultant may be individually referred to herein as a “Party” and collectively the City and Consultant may be referred to as the “Parties.”

RECITALS

WHEREAS, the City and Consultant desire to amend the Agreement to increase the City’s capacity to complete plan review, permitting, and inspections for all projects in a timely manner.

NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:

TERMS

1. The Agreement, 3.Compensation section, is amended to the following:

2. All other covenants, terms, and conditions set forth in the Agreement and not amended by this Amendment shall remain in full force and effect as if fully set forth herein.

IN WITNESS WHEREOF, the undersigned, as authorized representatives of the City and Consultant have entered into this Agreement as of the date first written above.

CITY OF SALINAS

___________________________________
Rene Mendez, City Manager

APPROVED AS TO FORM:

___________________________________
□ Christopher A. Callihan, City Attorney
□ Rhonda Combs, Assistant City Attorney

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Version: May 2024

True North Compliance Services, Inc.

Isam Hasenin, MSCE, P.E., CBO, President and CEO

Docusign Envelope ID: E60F846B-34BF-4927-8B2A-57D40953A1D3 252333
Form: Professional Services Agreement v. November 2023 Page 1 of 22 True North Compliance Services, Inc.

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AGREEMENT

FOR PROFESSIONAL SERVICES

BETWEEN

THE CITY OF SALINAS AND TRUE
NORTH COMPLIANCE SERVICES, INC.

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Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4

1. Scope of Service. ................................................................................................................. 4

2. Term; Completion Schedule. ............................................................................................... 4

3. Compensation. ..................................................................................................................... 4

4. Billing. ................................................................................................................................. 4

5. Meet & Confer. .................................................................................................................... 5

6. Additional Copies................................................................................................................. 5

7. Responsibility of Consultant. ............................................................................................... 5

8. Responsibility of City. ......................................................................................................... 5

9. Acceptance of Work Not a Release. .................................................................................... 6

10. Indemnification and Hold Harmless. ................................................................................... 6

11. Insurance. ............................................................................................................................. 6

12. Access to Records. ............................................................................................................... 6

13. Non-Assignability. ............................................................................................................... 6

14. Changes to Scope of Work. ................................................................................................. 6

15. Ownership of Documents. ................................................................................................... 7

16. Termination. ......................................................................................................................... 7

17. Compliance with Laws, Rules, and Regulations. ................................................................ 8

18. Exhibits Incorporated. .......................................................................................................... 8

19. Independent Contractor. ....................................................................................................... 8

20. Integration and Entire Agreement. ....................................................................................... 8

21. Jurisdiction and Venue. ........................................................................................................ 8

22. Severability .......................................................................................................................... 8

23. Notices. ................................................................................................................................ 9

24. Nondiscrimination................................................................................................................ 9

25. Conflict of Interest. .............................................................................................................. 9

26. Headings. ........................................................................................................................... 10

27. Attorneys’ Fees .................................................................................................................. 10

28. Non-Exclusive Agreement. ................................................................................................ 10

29. Rights and Obligations Under Agreement. ........................................................................ 10

30. Licenses.............................................................................................................................. 10

31. Counterparts. ...................................................................................................................... 10 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 254311
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32. Legal Representation. ................................ ........................................................................ 10

33. Joint Representation. ................................ .......................................................................... 10

34. Warrant y of Authority. ....................................................................................................... 11

35. No Waiver of Rights. ................................ ......................................................................... 11 Exhibit A- Insurance Requirements .............................................................................................. 12 Exhibit B- Scope of Service .......................................................................................................... 21 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 255312
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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND TRUE NORTH COMPLIANCE SERVICES, INC.

T
his Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 11th day of June 2024, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and True North Compliance Services, Inc. a California corporation (hereinafter “Consultant”).

RECITALS
W
HEREAS, Consultant represents that he, she, or it is specially trained, experienced, and competent to perform the special services which will be required by this Agreement; and W
HEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions.

NO
W, THEREFORE, City and Consultant agree as follows:

TERMS

1. Scope of Service. The project contemplated and the scope of Consultant’s services are described in Exhibit B, attached hereto and incorporated herein by reference.

2. Term; Completion Schedule. This Agreement shall commence on July 1, 2024, and shall terminate on June 30, 2027, unless extended in writing by either party upon (30) days written notice. This Agreement may be extended only upon mutual written consent of the parties, and may be terminated only pursuant to the terms of this Agreement.

3. Compensation. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation as set forth in Exhibit B. The total amount of compensation to be paid under this Agreement shall not exceed $150,000.

4. Billing. Consultant shall submit to City an itemized invoice, prepared in a form satisfactory to City, describing its services and costs for the period covered by the invoice.

Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant’s bills shall include the following information to which such services cost or pertain:
(A) A brief description of services performed;
(B) The date the services were performed;
(C) The number of hours spent and by whom;
(D) A brief description of any costs incurred; and
(E) The Consultant’s signature.

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Any such invoices shall be in full accord with any and all applicable provisions of this Agreement.

City shall make payment on each such invoice within thirty (30) days of receipt; provided, however, that if Consultant submits an invoice which is incorrect, incomplete, or not in accord with the provisions of this Agreement, City shall not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. The City shall process undisputed portion immediately.

5. Meet & Confer. Consultant agrees to meet and confer with City or its agents or employees with regard to services as set forth herein as may be required by the City to ensure timely and adequate performance of the Agreement.

6. Additional Copies. If City requires additional copies of reports, or any other material which Consultant is required to furnish as part of the services under this Agreement, Consultant shall provide such additional copies as are requested, and City shall compensate Consultant for the actual costs related to the production of such copies by Consultant.

7. Responsibility of Consultant. By executing this Agreement, Consultant agrees that the services to be provided and work to be performed under this Agreement shall be performed in a fully competent manner. By executing this Agreement, Consultant further agrees and represents to City that the Consultant possesses, or shall arrange to secure from others, all of the necessary professional capabilities, experience, resources, and facilities necessary to provide the City the services contemplated under this Agreement and that City relies upon the professional skills of Consultant to do and perform Consultant’s work. Consultant further agrees and represents that Consultant shall follow the current, generally accepted practices in this area to the profession to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding the projects for which the services are rendered under this Agreement.

8. Responsibility of City. To the extent appropriate to the projects to be completed by Consultant pursuant to this Agreement, City shall:

(A) Assist Consultant by placing at its disposal all available information pertinent to the projects, including but not limited to, previous reports and any other data relative to the projects. Nothing contained herein shall obligate City to incur any expense in connection with completion of studies or acquisition of information not otherwise in the possession of City.

(B) Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by Consultant, and render verbally or in writing as may be appropriate, decisions pertaining thereto within a reasonable time so as not to delay the services of Consultant.

(C) David Gonzalves, Community Development Assistant D irector, shall act as City’s representative with respect to the work to be performed under this Agreement. Such person shall have the complete authority to transmit instructions, receive information, interpret Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 257314

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and define City’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Consultant’s services. City may unilaterally change its representative upon notice to the Consultant.

(D) Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any defect in a project.

9. Acceptance of Work Not a Release. Acceptance by the City of the work to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the work performed.

10. Indemnification and Hold Harmless.

Consultant shall defend, indemnify, and hold harmless the City and its officers, officials, employees, volunteers, and agents from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder, including the performance of work of any of Consultant’s subcontractors or agents, or Consultant’s failure to comply with any of its obligations contained in the agreement, except such loss or damage which was caused by the sole negligence or willful misconduct of the City.

11. Insurance. Consultant shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Exhibit A hereto.

12. Access to Records. Consultant shall maintain all preparatory books, records, documents, accounting ledgers, and similar materials including but not limited to calculation and survey notes relating to work performed for the City under this Agreement on file for at least three (3) years following the date of final payment to Consultant by City. Any duly authorized representative(s) of City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during Consultant’s usual and customary business hours.

Consultant shall provide proper facilities to City’s representative(s) for such access and inspection.

13. Non-Assignability. It is recognized by the parties hereto that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.

14. Changes to Scope of Work. City may at any time, and upon a minimum of ten (10) days written notice, seek to modify the scope of services to be provided for any project to be completed under this Agreement. Consultant shall, upon receipt of said notice, determine the impact on both time and compensation of such change in scope and notify City in writing. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this Agreement shall be prepared describing such changes.

Execution of the amendment by City and Consultant shall constitute the Consultant’s notice to proceed with the changed scope.

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15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photographs, computer software (if purchased on the City’s behalf), video and audio tapes, software output, and any other materials with respect to work performed under this Agreement shall vest with City at such time as City has compensated Consultant, as provided herein, for the services rendered by Consultant in connection with which they were prepared. City agrees to hold harmless and indemnify the Consultant against all damages, claims, lawsuits, and losses of any kind including defense costs arising out of any use of said documents, drawings, and/or specifications on any other project without written authorization of the Consultant.

16. Termination.

(A) City shall have the authority to terminate this Agreement, upon ten days written notice to Consultant, as follows:

(1) If in the City’s opinion the conduct of the Consultant is such that the interest of the City may be impaired or prejudiced, or

(2) For any reason whatsoever.

(B) Upon termination, Consultant shall be entitled to payment of such amount as fairly compensates Consultant for all work satisfactorily performed up to the date of termination based upon the Consultant’s rates shown in Exhibit B and/or Section 3 of this Agreement, except that:

(1) In the event of termination by the City for Consultant’s default, City shall deduct from the amount due Consultant the total amount of additional expenses incurred by City as a result of such default. Such deduction from amounts due Consultant are made to compensate City for its actual additional costs incurred in securing satisfactory performance of the terms of this Agreement, including but not limited to, costs of engaging another consultant(s) for such purposes. In the event that such additional expenses shall exceed amounts otherwise due and payable to Consultant hereunder, Consultant shall pay City the full amount of such expense.

(1) Upon receipt of written notice of such termination promptly cease all services on this project, unless otherwise directed by City; and

(2) Deliver to City all documents, data, reports, summaries, correspondence, photographs, computer software output, video and audio tapes, and any other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such material is to be delivered to City in completed form; however, Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 259316

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notwithstanding the provisions of Section 15 herein, City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such material.

(D) In the event that this Agreement is terminated by City for any reason, City is hereby expressly permitted to assume the projects and complete them by any means, including but not limited to, an agreement with another party.

(E) The rights and remedy of the City and Consultant provided under this Section are not exclusive and are in addition to any other rights and remedies provided by law or appearing in any other section of this Agreement.

17. Compliance with Laws, Rules, and Regulations . Services performed by Consultant pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.

18. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall control the respective duties and liabilities of the parties.

19. Independent Contractor. It is expressly understood and agreed by both parties that Consultant, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the City. Consultant expressly warrants not to represent, at any time or in any manner, that Consultant is an employee or servant of the City.

20. Integration and Entire Agreement. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by both parties.

21. Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.

Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey or in the appropriate federal court with jurisdiction over the matter.

22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall continue to be in full force and effect.

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23. Notices.
(A) W
ritten notices to the City hereunder shall, until further notice by City, be addressed to:

Co
mmunity Development Assistant Director
City of Salinas
65 W. Alisal Street
Salinas, California 93901
Wi
th a copy to:

City
Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
(B) W
ritten notices to the Consultant shall, until further notice by the Consultant, be addressed to:

Isam Hasenin
President and CEO
3939 Atlantic Ave, #224
Long Beach, CA 90807
[email protected] (858) 260-0495
(C) The execution of any such notices by the Assistant Director shall be effective as to Consultant as if it were by resolution or order of the City Council, and Consultant shall not question the authority of the City Manager to execute any such notice. (D) A
ll such notices shall either be delivered personally to the other party’s designee named above, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fully prepaid, and shall be effective the day following such deposit in the mail.

24. Nondiscrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.

25. Conflict of Interest. Consultant warrants and declares that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, in any manner or degree which will render the services required under the provisions of this Agreement a violation Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 261318

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of any applicable local, state or federal law. Consultant further declares that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Government Code section 81000 et seq.) and Salinas City Code Chapter 2A that apply to Consultant as the result of Consultant’s performance of the work or services pursuant to the terms of this Agreement.

26. Headings. The section headings appearing herein shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.

27. Attorneys’ Fees. In case suit shall be brought to interpret or to enforce this Agreement, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorneys’ fees in addition to such costs as may be allowed by the Court. City’s attorneys’ fees, if awarded, shall be calculated at the market rate.

28. Non-Exclusive Agreement. This Agreement is non-exclusive and both City and Consultant expressly reserves the right to contract with other entities for the same or similar services.

29. Rights and Obligations Under Agreement. By entering into this Agreement, the parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.

30. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its representatives, agents or subcontractors by federal, state or local law, Consultant warrants that such license has been obtained, is valid and in good standing, and that any applicable bond posted in accordance with applicable laws and regulations.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.

32. Legal Representation. Each party affirms that it has been represented, if it so chose, by legal counsel of its own choosing regarding the preparation and the negotiation of this Agreement and the matters and claims set forth herein, and that each of them has read this Agreement and is fully aware of its contents and its legal effect. Neither party is relying on any statement of the other party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.

33. Joint Representation. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.

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34. Warranty of Authority. Each party represents and warrants that it has the right, power, and authority to enter into this Agreement. Each party further represents and warrants that it has given any and all notices, and obtained any and all consents, powers, and authorities, necessary to permit it, and the persons entering into this Agreement for it, to enter into this Agreement.

35. No Waiver of Rights. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. The failure to provide notice of any breach of this Agreement or failure to comply with any of the terms of this Agreement shall not constitute a waiver thereof.

Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. A waiver by the City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.

IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.

CIT

Y OF SALINAS
____________________________
Rene Mendez
City Manager
APPR
OVED AS TO FORM:
_________________________
□ Chr
istopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney

CONSULTANT
___________________________________
By: Isam Hasenin, MSCE, P.E., CBO
Its: President and CEO
Form: Professional Services Agreement v. November 2023
True North Compliance Services, Inc.

June 2024
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Exhibit A- Insurance Requirements

Insurance Requirements
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees, or subcontractors. With respect to General Liability and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A) Commercial General Liabi lity (“CGL”): Insuranc e Services Office Form (“ISO”) CG 00 01 covering CGL on an occurrence basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (B) Automobile Liability: ISO Form CA 0001 covering any auto , or if Consultant has no owned autos, hired and non- owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C) Workers’ Compensation insurance as required by the State of California, with S tatutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D) Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate per policy period of one year.

If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Salinas requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85, or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).

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Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.

Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.

Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by the Consultant, its employees, agents, and subcontractors.

Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, Consultant shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the consultant shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administrations, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Agreement work.

4. A copy of the claims reporting requirements must be submitted to the City for review.

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June 2024

Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Maintenance of Insurance
Maintenance of insurance by Consultant as specified shall in no way be interpreted as relieving Consultant of its indemnification obligations or any responsibility whatsoever and the Consultant may carry, at its own expense, such additional insurance as it deems necessary.

Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 266323

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:

CERTIFICATE NUMBER:

COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$

PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY
AUTOS

AUTOS ONLY

NON-OWNED

SCHEDULED
OWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER
LIMITS
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBER

TYPE OF INSURANCE
LTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB

UMBRELLA LIAB
$

EACH OCCURRENCE
$

AGGREGATE
$
OCCUR

CLAIMS-MADE
DED

RETENTION
$
$

PRODUCTS - COMP/OP AGG
$

GENERAL AGGREGATE
$

PERSONAL & ADV INJURY
$
MED EXP (Any one person)
$

EACH OCCURRENCE

DAMAGE TO RENTED
$
PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE
OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY
PRO-
JECT
LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
5/15/2024
Risk Strategies Company
2040 Main Street, Suite 450
Irvine, CA 92614
949-242-9240
www.risk-strategies.com CA DOI License No. 0F06675 Citizens Insurance Company of America 31534 The Hanover American Insurance Company 36064
Travelers Casualty and Surety Co of America 31194
Allmerica Financial Benefit Insurance Co 41840
A 2,000,000OB3J114022 8/27/2023 8/27/2024
1,000,000
✓
5,000
✓
2,000,000
4,000,000
4,000,000✓
D AW3J248741 12/9/2023 12/9/2024 1,000,000
✓
✓ ✓
A OB3J114022 8/27/2023 8/27/2024 2,000,000✓✓
2,000,000
✓ 0
B WZ3J114000 8/27/2023 8/27/2024 ✓
1,000,000
1,000,000
1,000,000
C Professional Liability 107683951 8/27/2023 8/27/2024
Full Prior Acts
RSC Insurance Brokerage
Risk Strategies Company
[email protected]
Per Claim
Aggregate
$2,000,000
$4,000,000
True North Compliance Services, Inc.
3939 Atlantic Avenue, Suite 224
Long Beach CA 90807
80001648
✓ ✓
✓
✓
The City of Salinas, its officers, officials, employees, and volunteers are named as additional insureds and general, auto and work comp policies. 30-day notice for non-renewal & cancellation, 10-day notice for non-payment applies.

City of Salinas
200 Lincoln Ave.

Salinas CA 93901
Projects as on file with the insured.
primary/non-contributory clause applies to the general liability policy and a waiver of subrogation applies to the Professional Liability Retro Date: Full Prior Acts; Deductible: $10,000 per claim. 80001648 | 23-24 GL-AL-UMB-WC-PL | Sherry Young | 5/15/2024 9:13:58 AM (PDT) | Page 1 of 6 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 267324
No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail.

Architects and Engineers
The following policy language is from Businessowners General Liability Coverage Part N
AMED INSURED: POLICY NUMBER:

The following are mandatory forms on the policy identified on the Certificate of Insurance:
391-1586 (08-16) BUSINESSOWNERS GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Additional Insured by Contract, Agreement or Permit
A. Section II – Liabil
ity, C – Who is an insured is amended to include as an additional insured any person or organization with whom you agreed in a written contract, written agreement or permit but only respect to liability for “bodily injury”, “property damage” or “pe
rsonal and advertising injury” caused, in whole or in part, by your acts or omissions; or the acts or omissions of those acting on your be
half, but only with respect to:
(i) “Your w
ork” for the additional insured(s) designated in the contract, agreement or permit including "bodily injury" or "prope
rty damage" included in the "products - completed operations hazard" only if this Coverage Part provides su
ch coverage;
(ii)
Premises you own, rent, lease, or occupy; or
(iii) Your maintenance, operation or use of equipment leased to you. *Definition: “Your w ork” a. Means: (1) Work or operations performed by you or on behalf; and (2) materials, parts or equipment furnished in
connection with such work or operations; b. Includes (1) warranties or representations made at any time with respe
ct to the fitness, quality, durability, performance or use of “your work”; and (2) the providing of or failure to provide warnings or instructions.

This p
rovision does not apply:
(1) Unle
ss the written contract or written agreement has been executed or permit has been issued prio r to the "bodily Injury
”, “property damage”, “personal injury” or “advertising injury". (2) T
o any person or organization Included as an Insured by an endorsement Issued by us and made part of this Coverage Part.
(3) T
o any lessor of equipment (a) A fter the equipment lease expires; or (b) If the "bodily Injury", "property damag e", "person
al injury" or "advertising Injury'' arises out of sole negligence of the lessor. (4) To any: (a
) Owners or other Interests from whom land has been leased which takes place after the lease for the land expire
s; or (b) Managers or lessors of premises if: (i) The occurrence take s place after you cease to be a tenant in that premi
ses; or (ii) The “bodily injury”, “property damage”, “personal injury” or "advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) T
o “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services.

This
exclusion applies even if the claims against any insured a llege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "o ccurrence" which caused the " bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved t he rendering of or failure to render any professional services by or for you.

Other Insurance Primary & Non-Contributory
The following paragraph is added to SECTION III – COMMON POLICY CONDITIONS, H – Other Insurance: Additional Insured – Primar
y and Non-Contributory. If you agree in a written contract, written agreement or permit that the insurance provided to any person o
r organization included as an Additional Insured under SECTION II – Liability, C. Who is an Insured is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered un
der SECTION II – LIABILITY of this Coverage Part, our obligations are limited as follows:
(1) Primar
y Insurance: This insurance is primary to other insurance that is available to the Additional Insured whic h covers the Additiona
l Insured as a Named Insured. We will not s eek contribution from any other insurance available to the Additional Insured except: (a) For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When b. below applies. If this insurance is primar y, our obligation
s are not affected unless any of the other insurance is also primary. (2) Excess Insu
rance:
(a) T
his insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis:
(i) That is Fire, Extended Co
verage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire in
surance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner;
True North Compliance Services, Inc. OB3J114022
80001648 | 23-24 GL-AL-UMB-WC-PL | Sherry Young | 5/15/2024 9:13:58 AM (PDT) | Page 2 of 6 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 268325
No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. (iii) That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or
(iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION II - LIABILITY. B. Exclusions, 1. Applicable to Business Liability Coverage. (v) That is insurance available to you for your participation in any past or present "unnamed joint venture". (vi) That is any insurance you may have that provides coverage for your professional services. (b) When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (c) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of:
(i) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (ii) The total of all deductible and self-insured amounts under all that other insurance.

We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage part.
(3) Method Of Sharing
If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers.

Per Project Aggregate
The following changes are made to SECTION II - LIABILITY:

1. The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4:

The Aggregate Limits of Insurance apply separately to each of "your projects" or each "location" listed in the Declarations.

2. For the purpose of coverage provided by this endorsement only, the following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions:

1. "Your project" means:
a. Any premises, site or "location" at, on, or in which "your work" is not yet completed; and b. Does not include any "location" listed in the Declarations.

2. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad.

Separation Of Insureds
Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the fir st Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and, b. Separately to each insured against whom claim is made or “suit” is brought.

Waiver Of Subrogation
The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following:

We waive any right of recovery we may have against the person or organization where required by written contract because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization where required by written contract.

Notice Of Cancellation
For any statutorily permitted reason other than non-payment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to 30 Days.

AUTHORIZED REPRESENTATIVE
*From Hanover Forms: 391-1003 (08/16); 391-1445 (08/16); 391-1586 (08/16), 391-1003 (08/16) 80001648 | 23-24 GL-AL-UMB-WC-PL | Sherry Young | 5/15/2024 9:13:58 AM (PDT) | Page 3 of 6 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 269326
Insured:

Policy No.:

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

14. AUTO LOAN PHYSICAL DAMAGE

EXTENSION

The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE, C.

Limit Of Insurance provision:

When a "loss" results in a total loss to a
covered auto you own for which a Loss
Payee is designated in this policy, the most
we will pay for "loss" in any one "accident" is
the greater of:

1. The actual cash value of the
damaged or stolen property as of
the time of the "loss"; or

2. The outstanding balance of the
initial loan, less any amounts for
taxes, overdue payments, overdue
payment charges, penalties,
interest , any charges for early
termination of the loan, costs for
Credit Life Insurance, Health,
Accident or Disability Insurance
purchased with the loan, and
carry-over balances from previous
loans.

15. AUTO LEASE PHYSICAL DAMAGE

EXTENSION

The following is added to SECTION III -
PHYSICAL DAMAGE COVERAGE , C.

Limit Of Insurance provision:

If, because of damage, destruction or theft of
a covered "auto", which is a long-term
leased "auto", the lease agreement between
you and the lessor is terminated, "we" will
pay the difference between the amount paid
under paragraph C. LIMIT OF INSURANCE

1. or 2. and the amount due at the time of
"loss" under the terms of the lease
agreement applicable to the leased "auto"
which you are required to pay: less any fees
to dispose of the auto; any overdue
payments; financial penalties
imposed under a lease for excessive use,
abnormal wear and tear or high mileage;
security deposits not refunded by the lessor;
cost for extended warranties, Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan; and
carry over balances from previous leases.

This coverage applies only to the initial
lease for the covered "auto" which has not
previously been leased. This coverage is
excess over all other collectible insurance.

SECTION IV - CONDITIONS

16. DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS

The following is added to SECTION IV -
BUSINESS AUTO CONDITIONS, A. Loss
Conditions, 2. Duties In The Event Of
Accident, Claim, Suit Or Loss:

d. Knowledge of any "accident",
claim, "suit" or "loss" will be
deemed knowledge by you when
notice of such "accident",
claim, "suit" or "loss" has been
received by:

(1) You, if you are an individual;
(2) Any partner or insurance
manager if you are a
partnership; or
(3) An executive officer or
insurance manager if you are
a corporation.

17. BLANKET WAIVER OF

SUBROGATION

Paragraph 5. Transfer Of Rights Of
Recovery Against Others To Us,

SECTION IV - BUSINESS AUTO
CONDITIONS, A. Loss Conditions is
replaced by the following:

True North Compliance Services, Inc.

AW3J248741
80001648 | 23-24 GL-AL-UMB-WC-PL | Sherry Young | 5/15/2024 9:13:58 AM (PDT) | Page 4 of 6 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 270327
Insured:

Policy No.:

Includes copyrighted material of Insurance Services Office, Inc. with its permission.

5. Transfer Of Rights Of Recovery
Against Others To Us

If any person or organization to or
for whom we make payment under
this Coverage Form has rights to
recover damages from another,
which have not been waived
through the execution of an "insured
contract", written agreement, or
permit, prior to the "accident" or
"loss" giving rise to the payment,
those rights to recover damages
from another are transferred to us.

That person or organization must do
everything necessary to secure our
rights and must do nothing after the
"accident" or "loss" to impair them.

18. UNINTENTIONAL FAILURE TO

DISCLOSE INFORMATION

The following is added to SECTION IV
BUSINESS AUTO CONDITIONS. B.

General Conditions, paragraph 2.

Concealment, Misrepresentation Or
Fraud:

Your unintentional error in disclosing, or
failure to disclose, any material fact
existing after the effective date of this
Coverage Form shall not prejudice your
rights under this Coverage Form.

However, this provision does not affect
our right to collect additional premium or
exercise our right of cancellation or
nonrenewal.

19. HIRED AUTO - WORLDWIDE

COVERAGE

The following is added to SECTION IV -
Business Auto Conditions, B. General
Conditions, paragraph 7. Policy Period,
Coverage Territory provision:

e. Outside the coverage territory
described in a., b., c., and d.
above for an "accident" or "loss"
resulting from the use of a
covered "auto" you hire, without a
driver, or your employee hires
without a driver, at your direction,
for the purpose of conducting your
business, for a period of 30 days
or less, provided the suit is
brought within The United States
of America or its territories or
possessions.

SECTION V - DEFINITIONS

20. MENTAL ANGUISH

Paragraph C. "Bodily injury", SECTION V -
DEFINITIONS is replaced by the following:

C. "Bodily injury" means bodily injury,
sickness or disease sustained by a
person including death or mental
anguish resulting from any of these.

True North Compliance Services, Inc.

AW3J248741
80001648 | 23-24 GL-AL-UMB-WC-PL | Sherry Young | 5/15/2024 9:13:58 AM (PDT) | Page 5 of 6 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 271328

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA We have the right to recover our payments from anyo ne liable for an injury covered by this policy. We will not enforce our right against the person or organization named in t he Schedule. (This agreement applies only to the ex tent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segreg ating the remuneration of your employees while enga ged in the work described in the Schedule.

The additional premium for this endorsement shall b e _____% of the California workers' compensation pr emium otherwise due on such remuneration.

Schedule
Person or Organization Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this e ndorsement is issued subsequent to preparation of t he policy.) Endorsement Effective Endorsement No.

Insured
Insurance Company
Countersigned By
WC 04 03 06 (Ed 04-84)

A P P L I E S A S B L A N K E T W A I V E R

FOR THOSE HAVING A WRITTEN

C O N T R A C T W I T H T H E P O L I C Y -

HOLDER REQUIRING WOS FOR
WC POLICYHOLDER EMPLOYEES.
2 Policy No. WZ3J114000

THE HANOVER AMERICAN INSURANCE COMPANY
True North Compliance Services, Inc.
08/27/2023
80001648 | 23-24 GL-AL-UMB-WC-PL | Sherry Young | 5/15/2024 9:13:58 AM (PDT) | Page 6 of 6 Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 272329
Exhibit B
Fee Structure

PLAN REVIEW SERVICES
True North proposes to charge 55% of the Plan Check Fees collected by the City of Salinas. Our fee covers the initial review, and two recheck cycles, as well as all shipping and delivery of plans to/from City Hall
- Structural-Only Reviews: 40% of the City’s Plan Check Fee. - Revisions/Deferred Submittals/RFIs will be billed using the hourly rate table below. - Expedited Service: 140% of our proposed fees above.

Additional Services: The following hourly rate table applies to on-site staffing services and/or additional services included in our Scope of Services that may be required by the City of Salinas.

Our hourly rates are all-inclusive and include salaries, overhead, benefits, PTO, etc.

Hourly Rates for Additional Services
Position Hourly Rate
Interim Certified Building Official $160.00
Plan Review Engineer $135.00
Senior Plan Review Engineer $150.00
Structural Engineer I $145.00
Structural Engineer II $160.00
Certified Engineering Geologist/Geotechnical Engineer $155.00 Licensed Fire Protection Engineer $155.00
Certified Plans Examiner I $115.00
Certified Plans Examiner II $130.00
Building/Housing Inspector I $105.00
Building/Housing Inspector II $120.00
Senior Building/Housing Inspector $130.00
CASp Plan Reviewer/Inspector $135.00
Fire Plan Reviewer/Inspector I $120.00

Page 21 of 22 ends

June 2024
Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 273330 Exhibit B
Fire Plan Reviewer/Inspector II $135.00
Grading/Public Improvements Plan Review Engineer I $140.00 Grading/Public Improvements Plan Review Engineer II $155.00 Permit Technician I $75.00
Permit Technician II $85.00
Administrative Assistant $65.00
- On-Site services (plan review, permit technician, inspections) will be provided in eight (8) hour segments.
- Overtime for on-site staffing will be charged at 140% of the rates above. - Mileage for tasks related to requested scope such as inspections or site visits will be charged at the current IRS mileage rate measured from City Hall. - Inspections outside of the City’s business hours will be charged at 140% of rates above with a 4-hour minimum.
- Incidental expenses will be charged at cost.

Page 22 of 22 ends

June 2024
Docusign Envelope ID: 63767E3E-93B9-4866-8487-C16978C02E0B 274331 City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#25-609, Version: 1
Fire Station Alerting Systems Purchase and CIP Funds Transfer Request Approve a Resolution authorizing the reallocate budget to CIP 9987 (Fire Station Alerting Systems) in the amount of $202,464 from CIP 9541 (Fire Station Repairs) and $133,744 from CIP 9984 (Fire Training Tower); and the Purchasing Agent to complete the direct purchase of five (5) Fire Station Alerting Systems, including equipment and installation from US Digital Designs (Honeywell), in an amount not to exceed $429,857.10, which includes a 3% contingency, funded from CIP 9987.

City of Salinas Printed on 1/22/2026Page 1 of 1
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CITY OF SALINAS

COUNCIL STAFF REPORT

DATE: JANUARY 27, 2026
DEPARTMENT: FIRE DEPARTMENT
FROM: SAMUEL KLEMEK, FIRE CHIEF
TITLE: FIRE STATION ALERTING SYSTEMS PURCHASE AND CIP

FUNDS TRANSFER REQUEST

RECOMMENDED MOTION:

A motion to approve a resolution authorizing:

1. The reallocate budget to CIP 9987 (Fire Station Alerting Systems) in the amount of $202,464 from CIP 9541 (Fire Station Repairs) and $133,744 from CIP 9984 (Fire Training Tower).

2. The Purchasing Agent to complete the direct purchase of five (5) Fire Station Alerting Systems, including equipment and installation from US Digital Designs (Honeywell), in an amount not to exceed $429,857.10, which includes a 3% contingency, funded from CIP 9987.

EXECUTIVE SUMMARY:

The Salinas Fire Department relies on fire station alerting systems to ensure immediate, clear, and reliable notification of emergency incidents. The current station alerting infrastructure is outdated, lacks redundancy, and d oes not meet current operational or safety standards. Approval of this purchase will modernize alerting capabilities across fire stations 2 through 6, reduce response delays, and enhance operational reliability using funds already approved in the Capital Improvement Program.

The Fire Station Alerting Systems project is a priority public safety initiative and requires additional funding to be completed. Approval of the accompanying resolution will authorize the transfer of available Capital Improvement Pro gram funds to fully fund the project and proceed with procurement.

BACKGROUND:

Fire station alerting systems are critical infrastructure that support timely emergency response. The Salinas Fire Department’s existing alerting systems are aging and no long er provide the level of reliability and backup needed for modern emergency operations. This increases the risk of missed 276
Page | 2
or delayed alerts, particularly during overnight hours or in high -noise station environments. The Salinas Fire Department received a quote from US Digital Designs in the amount of $417,336.99.

The proposed system provides clear, immediate alerts with battery backup and built-in safeguards to ensure continued operation during power or network interruptions. Standardizing alerting systems across multiple fire stations improves consistency and main tains efficiency. Modern features, including visual message displays, room -level alerts, and Flex Alert devices, enhance situational awareness for on -duty personnel. Replacing outdated equipment re duces the risk of system failure during critical emergency responses.

The purchase will be made through Sourcewell cooperative purchasing, which satisfies competitive procurement requirements and is authorized pursuant to Salinas Municipal Code Section 12-25.

CEQA CONSIDERATION:

Not a Project . The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).

CALIFORNIA GOVERNMENT CODE §84308 APPLIES:

Yes

STRATEGIC PLAN INITIATIVE:

This agenda item supports the City Council’s Public Safety goal by strengthening the reliability of response operations and ensuring consistent emergency services for the community.

DEPARTMENTAL COORDINATION:

The Fire Department will coordinate with the Finance , Legal and Administration Departments through the purchasing process and to ensure alignment with City priorities.

FISCAL AND SUSTAINABILITY IMPACT:

Fund

General Ledger Number
(Operating/CIP)
General Ledger Account
Name

Remaining Budget
Appropriation
Amount Requested
1200 45.9987-66.5400 Capital Outlays
Equipment
$93,615 $429,857.10
1100 45.9541-66.3010 Capital Outlays
Remodeling &
Alteration
$296,463 ($202,464)
1000 45.9984-63.6010 Capital Outlays Outside
Services Other Outside
Services
$100,000 ($100,000)
277
Page | 3
1200

45.9984-63.6010
Capital Outlays Outside
Services Other Outside
Services
$33,743 ($33,744)

The total cost of the Fire Station Alerting Systems project is $417,336.99. A 3% contingency in the amount of $12,520.11 is included, resulting in a total not-to-exceed amount of $429,857.10.

To fully fund this priority project, the Fire Department is requesting approval to reallocate $202,464 from CIP 9541 (Fire Station Repairs) and $133,744 from CIP 9984 (Fire Training Tower) to CIP 9987 (Fire Station Alerting Systems). These transfers will provide sufficient funding to complete the project.

ATTACHMENTS:

Resolution
Quote
278
Page | 1

RESOLUTION NO. (N.C.S.)

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SALINAS APPROVING

THE PURCHASE OF FIRE STATION ALERTING SYSTEMS AND TRANSFER OF

CIP FUNDS

WHEREAS, the Salinas Fire Department has identified the replacement of Fire Station Alerting Systems as a priority public safety project necessary to ensure reliable, timely, and effective emergency response operations; and
WHEREAS, the existing fire station alerting systems are outdated and no longer meet current operational and safety standards; and
WHEREAS, the total cost of the Fire Station Alerting Systems project is $417,336.99, and a 3% contingency is recommended, resulting in a total not-to-exceed amount of $429,857.10; and WHEREAS, sufficient funding is not currently available in CIP 9987 to fully fund the project; and
WHEREAS, CIP 9541 (Fire Station Repairs) and CIP 9984 (Fire Training Tower) have available appropriations that can be reallocated to support completion of this priority project without additional General Fund impact; and
WHEREAS, the purchase will be made through Sourcewell cooperative purchasing, consistent with Salinas Municipal Code Section 12-25;

NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council:

1. Budget in the amount of $202,464 is hereby transferred from CIP 9541 (Fire Station Repairs) and $133,744 from CIP 9984 (Fire Training Tower) to CIP 9987 (Fire Station Alerting Systems).

2. The Purchasing Agent is authorized to complete the direct purchase of five (5) Fire Station Alerting Systems, including equipment and installation, from US Digital Designs (Honeywell), in an amount not to exceed $429,857.10, which includes a 3% contingency.

PASSED AND APPROVED this 27th day of January 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
279
Page | 2

APPROVED:

_______________________
Dennis Donohue, Mayor

ATTEST:

_________________________
Patricia M. Soratos, City Clerk
280
US DIGITAL DESIGNS Author: JA
by Honeywell Date: 11/14/2025
1150 W Grove Pkwy St #110 Expires: 12/31/2025
Tempe, AZ 85283 Proposal: CA_SLNA006 v3
Quotation to:

City of Salinas, CA
Salinas Fire Department
Project:

G2 Fire Station Alerting System
Five (5) Station Systems & Six (6) Flex Alert Devices
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/ Salinas Fire Department is a member: M-5713511
Paul Gyore
Principal Territory Manager
(602)-828-0287
(602)-687-1730
[email protected]
stationalerting.com
Installation by:

Tech Electric
This proposal is subject to corrections due to errors or omissions PROPRIETARY and CONFIDENTIAL Page 1 of 28 281
US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 12/31/2025
Proposal: CA_SLNA006 v3
Quote Submitted To:

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

USDD.CA_SLNA.ALL_STATIONS.FSA.2024.12.12

STATION SYSTEM LICENSES
Part No. Description Quantity US List Unit Unit Price Extended Price G2-VA G2 VoiceAlert - Single Station License 1 $ 1,433.25 $ 1,289.93 $ 1,289.93 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 $ 23,272.50 $ 20,945.25 $ 20,945.25 UPS-STD ATX UPS, Standard 1 $ 1,017.64 $ 915.88 $ 915.88 UPS-WMB Wall-Mount for UPS (Shelf/Bracket) 1 $ 77.25 $ 69.53 $ 69.53

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price TV-R G2 HDTV Remote 2 $ 1,121.50 $ 1,009.35 $ 2,018.70 MR-2 G2 Message Remote 2 2 $ 1,753.75 $ 1,578.38 $ 3,156.76 USDD-LCD-SIGN G2 LCD Message Sign 2 $ 3,000.00 $ 2,700.00 $ 5,400.00 MS-MNT MS Mount - Articulating 2 $ 390.00 $ 351.00 $ 702.00 RR-2 G2 Room Remote 2 1 $ 2,275.35 $ 2,047.82 $ 2,047.82 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 7 $ 374.00 $ 336.60 $ 2,356.20 SPK-OAS G2 Speaker - OmniAlertStrobe 2 $ 1,575.00 $ 1,417.50 $ 2,835.00 SPK-STD-FM Speaker - Standard, Flush Mount 1 $ 132.30 $ 119.07 $ 119.07 SPK-W-SM Speaker - Weatherized, Surface Mount 2 $ 373.75 $ 336.38 $ 672.76

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by: Tech Electric 1 $ 34,940.40 $ 31,446.36 $ 31,446.36 ST-SU Station Configuration & Commissioning 1 $ 2,750.00 $ 2,475.00 $ 2,475.00 ST-PM Station Project Management 1 $ 1,500.00 $ 1,350.00 $ 1,350.00 ST-ES Station Engineering & Design Services 1 $ 750.00 $ 675.00 $ 675.00 FREIGHT-CHARGES Shipping 1 $ 766.00 $ 766.00 $ 766.00 PROPRIETARY and CONFIDENTIAL FS02 Page 2 of 28 282

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 $ 4,725.43 $ 4,252.89 No Charge STATION 02
Equipment Only: 42,528.90$
System: 78,475.26$
Shipping: 766.00$
Warranty & Support: -$
Estimated Tax: 3,933.92$
Station Subtotal: 83,175.18$
PROPRIETARY and CONFIDENTIAL FS02 Page 3 of 28 283
US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 12/31/2025
Proposal: CA_SLNA006 v3
Quote Submitted To:

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

USDD.CA_SLNA.ALL_STATIONS.FSA.2024.12.12

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price TV-R G2 HDTV Remote 1 $ 1,121.50 $ 1,009.35 $ 1,009.35 PB-B Push Button, Standard (Black) 1 $ 126.50 $ 113.85 $ 113.85 PB-R Push Button, Emergency (Red) 1 $ 126.50 $ 113.85 $ 113.85 USDD-LCD-SIGN G2 LCD Message Sign 1 $ 3,000.00 $ 2,700.00 $ 2,700.00 MS-MNT MS Mount - Articulating 1 $ 390.00 $ 351.00 $ 351.00 RR-2 G2 Room Remote 2 2 $ 2,275.35 $ 2,047.82 $ 4,095.64 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 11 $ 374.00 $ 336.60 $ 3,702.60 SPK-OAS G2 Speaker - OmniAlertStrobe 1 $ 1,575.00 $ 1,417.50 $ 1,417.50 SPK-STD-FM Speaker - Standard, Flush Mount 3 $ 132.30 $ 119.07 $ 357.21 SPK-W-SM Speaker - Weatherized, Surface Mount 2 $ 373.75 $ 336.38 $ 672.76 XFMR Transformer, 8ohm to 70V, External 1 $ 74.20 $ 66.78 $ 66.78

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by: Tech Electric 1 $ 38,667.20 $ 34,800.48 $ 34,800.48 ST-SU Station Configuration & Commissioning 1 $ 2,750.00 $ 2,475.00 $ 2,475.00 ST-PM Station Project Management 1 $ 1,500.00 $ 1,350.00 $ 1,350.00 ST-ES Station Engineering & Design Services 1 $ 750.00 $ 675.00 $ 675.00 FREIGHT-CHARGES Shipping 1 $ 772.00 $ 772.00 $ 772.00 PROPRIETARY and CONFIDENTIAL FS03 Page 4 of 28 284

1.0 $ 4,202.35 $ 3,782.11 No Charge STATION 03
Equipment Only: 37,821.13$
System: 77,121.61$
Shipping: 772.00$
Warranty & Support: -$
Estimated Tax: 3,498.45$
Station Subtotal: 81,392.06$
PROPRIETARY and CONFIDENTIAL FS03 Page 5 of 28 285
US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 12/31/2025
Proposal: CA_SLNA006 v3
Quote Submitted To:

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

USDD.CA_SLNA.ALL_STATIONS.FSA.2024.12.12

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price TV-R G2 HDTV Remote 1 $ 1,121.50 $ 1,009.35 $ 1,009.35 PB-B Push Button, Standard (Black) 1 $ 126.50 $ 113.85 $ 113.85 PB-R Push Button, Emergency (Red) 1 $ 126.50 $ 113.85 $ 113.85 MR-2 G2 Message Remote 2 1 $ 1,753.75 $ 1,578.38 $ 1,578.38 USDD-LCD-SIGN G2 LCD Message Sign 1 $ 3,000.00 $ 2,700.00 $ 2,700.00 MS-MNT MS Mount - Articulating 1 $ 390.00 $ 351.00 $ 351.00 RR-2 G2 Room Remote 2 2 $ 2,275.35 $ 2,047.82 $ 4,095.64 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 8 $ 374.00 $ 336.60 $ 2,692.80 SPK-OAS G2 Speaker - OmniAlertStrobe 1 $ 1,575.00 $ 1,417.50 $ 1,417.50 SPK-STD-FM Speaker - Standard, Flush Mount 5 $ 132.30 $ 119.07 $ 595.35 SPK-W-SM Speaker - Weatherized, Surface Mount 2 $ 373.75 $ 336.38 $ 672.76

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by: Tech Electric 1 $ 40,064.93 $ 36,058.44 $ 36,058.44 ST-SU Station Configuration & Commissioning 1 $ 2,750.00 $ 2,475.00 $ 2,475.00 ST-PM Station Project Management 1 $ 1,500.00 $ 1,350.00 $ 1,350.00 ST-ES Station Engineering & Design Services 1 $ 750.00 $ 675.00 $ 675.00 FREIGHT-CHARGES Shipping 1 $ 767.00 $ 767.00 $ 767.00 PROPRIETARY and CONFIDENTIAL FS04 Page 6 of 28 286

1.0 $ 4,284.56 $ 3,856.11 No Charge STATION 04
Equipment Only: 38,561.07$
System: 79,119.51$
Shipping: 767.00$
Warranty & Support: -$
Estimated Tax: 3,566.90$
Station Subtotal: 83,453.41$
PROPRIETARY and CONFIDENTIAL FS04 Page 7 of 28 287
US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 12/31/2025
Proposal: CA_SLNA006 v3
Quote Submitted To:

City of Salinas, CA
Salinas Fire Department
STATION 05
USDD Design Referenced:

USDD.CA_SLNA.ALL_STATIONS.FSA.2024.12.12

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price TV-R G2 HDTV Remote 1 $ 1,121.50 $ 1,009.35 $ 1,009.35 PB-B Push Button, Standard (Black) 1 $ 126.50 $ 113.85 $ 113.85 PB-R Push Button, Emergency (Red) 1 $ 126.50 $ 113.85 $ 113.85 MR-2 G2 Message Remote 2 1 $ 1,753.75 $ 1,578.38 $ 1,578.38 USDD-LCD-SIGN G2 LCD Message Sign 1 $ 3,000.00 $ 2,700.00 $ 2,700.00 MS-MNT MS Mount - Articulating 1 $ 390.00 $ 351.00 $ 351.00 RR-2 G2 Room Remote 2 4 $ 2,275.35 $ 2,047.82 $ 8,191.28 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 12 $ 374.00 $ 336.60 $ 4,039.20 SPK-OAS G2 Speaker - OmniAlertStrobe 1 $ 1,575.00 $ 1,417.50 $ 1,417.50 SPK-STD-FM Speaker - Standard, Flush Mount 6 $ 132.30 $ 119.07 $ 714.42

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by: Tech Electric 1 $ 45,422.67 $ 40,880.40 $ 40,880.40 ST-SU Station Configuration & Commissioning 1 $ 2,750.00 $ 2,475.00 $ 2,475.00 ST-PM Station Project Management 1 $ 1,500.00 $ 1,350.00 $ 1,350.00 ST-ES Station Engineering & Design Services 1 $ 750.00 $ 675.00 $ 675.00 FREIGHT-CHARGES Shipping 1 $ 852.00 $ 852.00 $ 852.00 PROPRIETARY and CONFIDENTIAL FS05 Page 8 of 28 288

1.0 $ 4,827.71 $ 4,344.94 No Charge STATION 05
Equipment Only: 43,449.42$
System: 88,829.82$
Shipping: 852.00$
Warranty & Support: -$
Estimated Tax: 4,019.07$
Station Subtotal: 93,700.89$
PROPRIETARY and CONFIDENTIAL FS05 Page 9 of 28 289
US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 12/31/2025
Proposal: CA_SLNA006 v3
Quote Submitted To:

City of Salinas, CA
Salinas Fire Department
STATION 06
USDD Design Referenced:

USDD.CA_SLNA.ALL_STATIONS.FSA.2024.12.12

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price PB-B Push Button, Standard (Black) 1 $ 126.50 $ 113.85 $ 113.85 PB-R Push Button, Emergency (Red) 1 $ 126.50 $ 113.85 $ 113.85 MR-2 G2 Message Remote 2 1 $ 1,753.75 $ 1,578.38 $ 1,578.38 USDD-LCD-SIGN G2 LCD Message Sign 1 $ 3,000.00 $ 2,700.00 $ 2,700.00 MS-MNT MS Mount - Articulating 1 $ 390.00 $ 351.00 $ 351.00 RR-2 G2 Room Remote 2 1 $ 2,275.35 $ 2,047.82 $ 2,047.82 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 6 $ 374.00 $ 336.60 $ 2,019.60 SPK-OAS G2 Speaker - OmniAlertStrobe 1 $ 1,575.00 $ 1,417.50 $ 1,417.50 SPK-STD-FM Speaker - Standard, Flush Mount 3 $ 132.30 $ 119.07 $ 357.21 SPK-W-SM Speaker - Weatherized, Surface Mount 2 $ 373.75 $ 336.38 $ 672.76

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by: Tech Electric 1 $ 33,954.80 $ 30,559.32 $ 30,559.32 ST-SU Station Configuration & Commissioning 1 $ 2,750.00 $ 2,475.00 $ 2,475.00 ST-PM Station Project Management 1 $ 1,500.00 $ 1,350.00 $ 1,350.00 ST-ES Station Engineering & Design Services 1 $ 750.00 $ 675.00 $ 675.00 FREIGHT-CHARGES Shipping 1 $ 663.00 $ 663.00 $ 663.00 PROPRIETARY and CONFIDENTIAL FS06 Page 10 of 28 290

STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Part No. Description Quantity US List Unit Unit Price Extended Price STATION 06
Equipment Only: 34,592.56$
System: 69,651.88$
Shipping: 663.00$
Warranty & Support: -$
Estimated Tax: 3,199.81$
Station Subtotal: 73,514.69$
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 PROPRIETARY and CONFIDENTIAL FS06 Page 11 of 28 291
US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 2/12/2026
Proposal: CA_SLNA006 v3
Quote Submitted To:

City of Salinas, CA
Salinas Fire Department

FLEX ALERT

FLEX ALERT COMPONENTS
SAP Part No. Description Quantity US List Unit Unit Price Extended Price USDD-FLEX Flex Alert Device - Requires USDD-FLEX-APP annual recurring subscription 6 $ 277.78 $ 250.00 $ 1,500.00

FLEX ALERT SUBSCRIPTION OPTIONS
SAP Part No. Description Quantity US List Unit Unit Price Extended Price USDD-FLEX-APP Flex Alert Annual Recurring Subscription - Requires USDD-FLEX ALERT device to receive alerts 6 $ 66.67 $ 60.00 $ 360.00 USDD-FLEX 1,500.00$
USDD-FLEX-APP 360.00$
Shipping 102.00$
Estimated Tax: 138.75$
Flex Alert Subtotal 2,100.75$

PROPRIETARY and CONFIDENTIAL FLEX ALERT Page 12 of 28 292 US DIGITAL DESIGNS Date: 11/14/2025
by Honeywell Expires: 12/31/2025
Proposal: CA_SLNA006 v3
Quote Submitted To:

City of Salinas, CA
Salinas Fire Department
Unless Otherwise Noted, All Prices are $USD
STATION 02 SYSTEM: 79,241.26$
STATION 02 WARRANTY & SUPPORT: -$
STATION 02 ESTIMATED TAX: 3,933.92$
STATION 03 SYSTEM: 77,893.61$
STATION 03 WARRANTY & SUPPORT: -$
STATION 03 ESTIMATED TAX: 3,498.45$
STATION 04 SYSTEM: 79,886.51$
STATION 04 WARRANTY & SUPPORT: -$
STATION 04 ESTIMATED TAX: 3,566.90$
STATION 05 SYSTEM: 89,681.82$
STATION 05 WARRANTY & SUPPORT: -$
STATION 05 ESTIMATED TAX: 4,019.07$
STATION 06 SYSTEM: 70,314.88$
STATION 06 WARRANTY & SUPPORT: -$
STATION 06 ESTIMATED TAX: 3,199.81$
Station-Level Subtotal: 415,236.24$
FLEX ALERT DEVICE 1,602.00$
ANNUAL RECURRING SUBSCRIPTION 360.00$
FLEX ALERT ESTIMATED TAX: 138.75$
Flex Alert Subtotal: 2,100.75$
Equipment & Warranty Total: 398,980.08$
Tax Total: 18,356.91$
US Digital Designs System Total: 417,336.99$
Section Totals
Notes: Five (5) Station Systems currently included in this proposal with installation provided by Tech Electric.

PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 13 of 28 293 (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement Dispatch or station level training is not included in this proposal. Contact your Regional Territory Manager to schedule additional training if needed
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 14 of 28 294

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 30 days after its date. Prices are subject to correction for error. Prices, terms, conditions, and Product or Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance.

4. PAYMENT.

4.1. Invoicing & Payment. Honeywell reserves the right to invoice Customer monthly for all materials delivered. Invoices are due thirty (30) days from the date of the invoice, unless prepayment is required in the quote. If the Customer becomes overdue in any progress payment, Honeywell shall be entitled to suspend further shipments, shall be entitled to interest at the annual rate of 18%, or the maximum amount allowed by law, and shall also be entitled to avail itself of any other legal or equitable remedies. Customer agrees that it will pay and/or reimburse Honeywell for any and all reasonable attorneys’ fees and costs which are incurred by Honeywell in the collection of amounts due and payable hereunder.

4.2. Payment Disputes. Any disputes must be provided to Honeywell as soon as possible and must be accompanied by detailed supporting information. Disputes as to invoices are deemed waived fifteen (15) days following the invoice date. In the event that any portion of an invoice is undisputed, such undisputed amount must be paid by no later than the invoice due date.

4.3. No Set Off. Neither Customer nor any related entities (or representatives or agents thereof) shall attempt to set off or recoup any invoiced amounts or any portion thereof against other amounts that are due or may become due from Honeywell, its parent, affiliates, subsidiaries or other legal entities, business divisions, or units.

4.4. Credit Card Payments. All Honeywell quotes are developed for the Customer with the understanding that any purchase of the Products listed thereon will facilitated using to Honeywell’s standard Purchase Order and Invoice process. If Customer would rather seek to use a Credit Card for purchase, then said order would be subject to a 4% credit card surcharge.

5. SURCHARGES.

5.1. For avoidance of doubt, Orders placed prior to the Terms and Conditions Effective Date which have not been delivered, including those on backlog or which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges.

5.2. Honeywell will invoice Customer, and Buyer agrees to pay for any Surcharges pursuant to the standard payment terms in these Terms and Conditions. If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15) days, Honeywell may, in its sole discretion, withhold performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The terms of this Section shall prevail in the event of inconsistency with any other terms in these Terms and Conditions. Any Surcharges, as well as the timing, effectiveness, and method of determination thereof, will be separate from and in addition to any changes to pricing that are affected by any other provisions in these Terms and Conditions.

6. CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay Honeywell for all work in progress, all inventoried or ordered project parts and materials, and all other costs incurred by Honeywell related to the Order.

7. TAXES. Honeywell’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax Honeywell is required to collect or pay with respect to the production, sale, or delivery of products sold to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes Honeywell with a valid exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer agrees to pay all such Taxes and further agrees to reimburse Honeywell for any such payments made by Honeywell.

8. SHIPPING/DELIVERY/RISK OF LOSS.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 15 of 28 295

8.1. Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. Honeywell and its affiliated entities are not liable, either directly or indirectly, for delays of carriers or delays in connection with any Force Majeure Event (as defined in Section 17 below), and the estimated delivery date shall be extended accordingly.

8.2. Future Delivery and Repricing. Honeywell will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date or the parties otherwise agree in writing. Honeywell will accept Orders with a future ship date of up to eighteen (18) months from the date of the entry of the Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6) months from the date of the entry of the Order, Honeywell may, in its sole determination and at each six (6) month anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the then-current prices of the Honeywell Products included in the Order.

Honeywell will include any repricing in its final invoice related to the Order.

8.3. Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay Honeywell a storage fee (the “Storage Fee”), as set forth in the quote, for each month after six (6) months from the date of the entry of the Order Customer has not taken delivery of the Products in the Order. Honeywell will separately invoice any storage fees owed under this Section at the end of each month for which the storage fees are owed.

8.4. Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding software and services) are (i) EX Works (EXW Incoterms 2020) Honeywell’s point of shipment (“Honeywell Dock”) for all shipments (except that Honeywell is responsible for obtaining any export license), and (ii) F.O.B. Honeywell Dock for all domestic shipments. For shipments from a Honeywell Dock to a Buyer location within the same country, the import/export provisions of the INCOTERMS do not apply. Honeywell shall be responsible for obtaining insurance on each shipment to Customer for the full value of the shipment. Shipment shall be to a single point of delivery.

9. LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND HONEYWELL’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY OTHER

LIABILITY OR OBLIGATION OF HONEYWELL, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS,

OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT HONEYWELL’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON HONEYWELL UNLESS SET FORTH IN WRITING AND SIGNED BY A HONEYWELL AUTHORIZED REPRESENTATIVE.

9.1. Product Warranty Terms. 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 the “Go Live Date” (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance. For purposes of subparagraph, “Go- Live 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.

9.2. 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 its best efforts to assist in diagnosing defects, follow Honeywell’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve Honeywell of any further obligation hereunder.

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.

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9.4. Return Material Authorization Process. If a Customer makes a claim for an advanced replacement of a Hardware component during the Warranty Period, Customer must initiate an RMA request. As part of this RMA process, the Customer shall provide Honeywell with the Hardware, model, serial number, and a description of the Hardware’s failure to initiate the RMA process. Upon Honeywell’s issuance of the RMA, Honeywell will send the replacement Hardware, shipped postage paid, ground shipping, to the address provided by Customer. RMA requests approved between 12:00 a.m. and 2:00 p.m. Mountain Standard Time are shipped on the same business day. After 2:00 p.m.

Mountain Standard Time, the replacement Hardware will be shipped on the next business day. All RMA requests are processed on the business day on which the request was received, excluding holidays. Included with the shipped package will be return shipment instructions and a pre-paid return shipping label for the Hardware that the Customer is returning. The original Hardware must be returned in the shipping box provided by Honeywell. No goods will be accepted for exchange or return without a pre-approved RMA number, nor will goods which have not been properly packaged in Honeywell’s shipping box, as proper packaging ensures that goods are not damaged during the shipping process. The original Hardware must be shipped back within 10 days of receiving the replacement Hardware. Failure to return the original Hardware or failure to return the original Hardware in an appropriate manner will cause Customer to incur a replacement charge equal to full market value of the replacement Hardware.

9.5. No Fault Found. Customer understands that this fee is intended to discourage return of Products prior to proper troubleshooting or return because the product is “old.” Product returns will not be allowed if, upon examination of the returned Product, it is determined that the Product was subjected to accident, misuse, neglect, alteration, improper installation, unauthorized repair, improper testing, or poor packaging upon return. In such event, Honeywell shall invoice Customer for the full market value of the replacement Product.

9.6. WARRANTY EXCLUSIONS & DISCLAIMERS.

9.6.1. Honeywell does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free. Honeywell further does not warrant nor support any system configuration that deviates from this specific quote’s documented station system design file number.

9.6.2. Honeywell does not warrant or support any system not installed by G2 Trained & Certified Installation technician (installer). If Customer intends to tie this system into any 3rd-party system or devices, Honeywell will be unable to warrant or support the Products unless Honeywell has had a chance to review documented engineering assumptions and approve system integrity, performance, and reliability expectations.

9.6.3. Honeywell is not responsible for damage arising from Customer’s failure to follow instructions relating to the use of the Products.

This Warranty does not apply to any Products, including the hardware or software, not used for its intended purpose.

9.6.4. Honeywell cannot warrant nor support any system not using Honeywell-approved Uninterruptable Power Supply Battery Backup.

This Warranty does not apply to monitors or televisions manufactured by third parties. Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty, if any. Recovery and reinstallation of hardware and user data (including passwords) are not covered under this Warranty.

9.6.5. This Warranty does not apply: (a) to consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) to cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) to damage caused by use with non-Honeywell products; (d) to damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or other external causes; (e) to damage caused by operating the Product outside the permitted or intended uses described by Honeywell; (f) to damage or failure caused by installation or service (including upgrades and expansions) performed by anyone who is not a representative of Honeywell or a Honeywell authorized installer or service provider; (g) to a Product or part that has been modified to alter functionality or capability without the written permission of Honeywell; (h) to Software (as defined below); (i) to any other damage caused by an event or action outside of Honeywell’s control, including, without limitation, Customer’s failure to apply required or recommended updates or patches to any Software or Product; or (h) if any serial number has been removed or defaced.

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.

L 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.

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12. SOFTWARE PRODUCTS. All software Products delivered by Honeywell to Customer or for which Honeywell provides access, including, without limitation, Honeywell’s mobile application software and Products with embedded software or firmware (collectively, “Software”) are not sold and are licensed. At all times that Customer is in compliance with the terms of these Terms and Conditions and any other agreement between the parties, Customer shall have a non-exclusive, non-transferable, fully paid license to use the Software, but only in conjunction with the Products provided by Honeywell and Customer’s fire station alerting system (the “License”). The terms of such Software License may be set forth in a separate software license agreement or end user license agreement provided by Honeywell with such Software. In no event shall Customer have any right to (or authorize or allow any third party to) distribute, sell, lend, rent, transfer, or convey the Software; grant any sublicense, lease, or other rights in the Software; decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct, identify, or discover any source code, underlying user interface architecture or techniques, or algorithms of the Software by any means; or take any action that would cause the Software or any portion of it to be placed in the public domain. In the event of a conflict between the terms of any Software license terms provided upon download or purchase a purchase and these Terms and Conditions, the relevant Software license terms shall control solely with respect to such Software.

13. INTELLECTUAL PROPERTY: Customer hereby agrees and acknowledges that Honeywell owns all rights, title, and interest in and to the Intellectual Property (as defined below). Customer agrees to not remove, obscure, or alter Honeywell’s or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through Honeywell’s Product (as defined below). Nothing herein shall be deemed to give, transfer, or convey to Customer any rights in the Intellectual Property other than the License, as set forth above. For purposes of this Section, "Intellectual Property" means any and all rights of Honeywell related to Honeywell’s Products existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective worldwide.

14. FIRST ARRIVING MOBILE APP. If Customer wishes to use its First Arriving Mobile App (“First Arriving”) with the System being acquired from Honeywell, Customer agrees to the following:

14.1 Customer acknowledges that it bears full responsibility for complying with applicable law and regulations, including all privacy requirements, and for providing any required notices and obtaining all required consents in order for Honeywell to transmit alert to First Arriving. Customer also acknowledges that Honeywell bears no responsibility for any service failure by First Arriving, nor is Honeywell responsible for supporting First Arriving’s services or platform. Honeywell is offering to transmit alerts that are transmitted through its Honeywell service to First Arriving merely as a courtesy to Customer.

14.2 IN NO EVENT SHALL HONEYWELL BE LIABLE TO CUSTOMER FOR ANY CLAIMS, WHETHER ARISING FROM ANY INDEMNIFICATION

OBLIGATION HONEYWELL MAY HAVE OR THAT ARISE FROM A BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),

OPERATION OF LAW, OR OTHERWISE, AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY OR THE

LIABILITY IS OTHEWISE FORESEEABLE, FOR ANY LOST PROFITS OR REVENUE, SPECIAL, INCIDENTAL, INDEIRECT, CONSEQUETIAL,

EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING ALL DAMAGES DUE TO BUSINESS INTERRUPTION, LOSS OR CORRUPTION OF DATA, OR LOST USE OF ANY PROPERTY OR CAPITAL) THAT RELATE TO OR ARISE OUT OF HONEYWELL’S TRANSMISSION OF ALERTS TO FIRST ARRIVING. FURTHER HONEYWELL’S AGGREGATE LIABILITY IN CONNECTION WITH ITS

TRANSMISSION OF ALERTS TO FIRST ARRIVING WILL BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY CUSTOMER TO HONEYWELL IN ORDER FOR HONEYWELL TO TRANSMIT ALERTS TO FIRST ARRIVING OR $100. 15 REMOTE ACCESS TO THE SYSTEM.

15.1 Remote Access. Honeywell requires remote network access to the Customer’s Products through Secure Shell (SSH) to perform implementation and support tasks under this Agreement. To enable remote network access, the Customer will provide Honeywell support personnel VPN or similar remote network access to the Products for Honeywell support personnel (“Customer Support”) to effectively troubleshoot critical or complex problems and to expedite resolution of such issues. Remote network access is also used to install core software upgrades and customized software. Honeywell will only access Customer’s Products with the knowledge and consent of Customer. Honeywell will not access any other systems or data.

15.2. Alternative to Network Access. If the Customer elects not to provide remote network access to the Products, then Honeywell may not be able to perform some support functions. Customers that elect not to routinely provide network access may temporarily reinstate this access to allow Honeywell to perform the above services. The following services will not be performed without this access: Product software upgrades; Product software customization; Network troubleshooting assistance including packet capture and network monitoring on Honeywell devices; Detailed log analysis; Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer.

15.3. Timely Access. Customers much ensure that remote access is available prior to notifying Honeywell of a support request. In the event that the Customer is unable to provide remote access, Honeywell will not be required to provide support outside those tasks that do not require remote access, and any corresponding resolution response times will not apply.

15.4. Physical Security Tokens. Honeywell has multiple software engineers that provide after-hours support and these engineers do not typically take security tokens from the Honeywell office. If the customer requires the use of physical security tokens, this may delay after hours service.

16. GOVERNING LAW. This proposal and any contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles.

17. DISPUTE RESOLUTION/ARBITRATION. Before either Honeywell or Customer initiate any dispute resolution process related to the Agreement, they must schedule an executive resolution conference to be held within thirty (30) days of receipt of the other party’s written request. The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt to resolve the dispute. If the dispute is not resolved within fifteen (15) days of the end of the conference or if one party refuses to attend the executive resolution conference, then Honeywell and Customer further agree that any remaining dispute between them arising out of or relating to this Agreement will be settled by litigation with jurisdiction being Maricopa County, Arizona.

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18. FORCE MAJEURE. Except for Customer’s duty to pay sums due hereunder, neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure Event. As used herein, a “Force Majeure Event” is one that is beyond the reasonable control of the non-performing party and may include, but is not limited to: (a) delays or refusals to grant an export license or the suspension or revocation thereof, (b) embargoes, blockages, seizure or freeze of assets, or any other acts of any government that would limit a party’s ability to perform the Contract, (c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God, (d) quarantines, pandemics, or regional medical crises, (e) labor strikes, lockouts, or pandemic worker shortages, (f) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), and (g) shortages or inability to obtain materials or components. The party unable to fulfill its obligations due to Force Majeure will promptly (i) Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and (ii) Use all reasonable efforts to avoid or remove the cause and perform its obligations.

If a Force Majeure Event results in a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty (60) days or longer, Honeywell may provide notice to Customer that it is cancelling its Order.

19. ACCEPTANCE OF TERMS. This proposal shall become a binding contract between the Customer and Honeywell when accepted in writing by the Customer. Without limiting the foregoing, issuance by Customer of a purchase order to Honeywell for any of the goods or services herein described shall constitute acceptance.

20. SEVERABILITY. In the event any provision or portion of a provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions shall not be affected and, in lieu of such provision, a provision as similar in terms as may be legal, valid, and enforceable shall be added hereto.

21. WAIVER. The failure of either party to insist upon strict performance of any provision of these Terms and Conditions, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein.

22. NO JOINT VENTURE. The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be construed to constitute either party hereto as the partner, joint venturer, employee, agent, servant, franchisee, or other representative of the other party hereto, and neither party has the right to bind or obligate the other, except as otherwise provided herein.

Furthermore, nothing contained in these Terms and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect.

THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS.

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FLEX-ALERT SUBSCRIPTION SERVICE AGREEMENT
This Flex-Alert Subscription Service Agreement (“Agreement”) is entered into by and between Honeywell International Inc., through its US Digital Designs group (“Honeywell”) located at 1150 W.

Grove Parkway, Tempe, Arizona 85283, and the following entity (“Customer”) (each a “Party” and collectively, the “Parties”):

RECITALS
WHEREAS, Honeywell offers a product designed to provide alerting to Fire/EMS/Public Safety personnel when not present in their Fire/EMS Station (“Flex Alert” as more specifically defined below.) WHEREAS, Customer is a member of a Fire/EMS/Public Safety organization using the Phoenix G2 Fire Station Alerting System providing automated alerting ("Dispatching Agency").

WHEREAS, Customer wishes to use Flex Alert and subscribe to the services provided by Flex Alert. Honeywell agrees to provide, both a license to access and use Flex Alert on a term basis during the Subscription Term (as those terms are defined below).

THEREFORE, in consideration of the forgoing, and for other good and valuable consideration, the Parties hereby agree to the terms set forth in this Agreement.

PLEASE NOTE: FLEX ALERT IS INTENDED TO BE USED TO SUPPLEMENT CUSTOMER'S

DISPATCHING AND RESPONSE SYSTEM AND IS NOT DESIGNED TO BE USED AS THE PRIMARY

ALERTING PATH BECAUSE A VARIETY OF FACTORS BEYOND HONEYWELL'S CONTROL (SUCH AS NETWORK AVAILBILITY WHICH CAN AFFECT THE FUNCTIONALITY OF THE APP AND FLEX ALERT).

AS SUCH, USERS SHOULD NOT RELY SOLELY ON FLEX ALERT FOR CRITICAL DISPATCH ALERTS,

AND HONEYWELL DISCLAIMS ALL LIABILITY ASSOCIATED WITH THE USE OF FLEX ALERT

1. Definitions.
a. "Application" or "App" shall mean the Phoenix G2 FSAS Mobile Application for iOS and Android mobile devices, which is used to control the Flex Alert Device. b.
"Communications Gateway" shall mean the software or firmware licensed to Customer's Dispatch Agency that functions as the master communications hub for, and sends information to, individual USDD alerting systems either installed at fire stations, through radio channels, or through the App, including Flex Alert.
c.
"Flex Alert" shall mean the hardware and software provided by Honeywell to enable Customer to receive automated alerts from Communications Gateway and shall include App functionality to allow receipt of alerts and a physical alerting device.
d. "Flex Alert Device" or "Device" shall mean the physical hardware that receives the alert from the Communications Gateway and transmits the alert to Customer using visuals and VoiceAlert.

PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 20 of 28 300 e.
"Intellectual Property" shall mean all proprietary rights of Honeywell related to Honeywell's products (including Flex Alert), services, know-how, and business, which may exist, 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 effect worldwide. f.
"Quote" means the document attached as Exhibit A. If there is any conflict between the terms and conditions set forth in the Quote and this Agreement, the terms and conditions of this Agreement shall prevail.
g. "Subscription Term" shall mean the period of time during this this Agreement is in effect, as further defined in Section 4 below.
h. "VoiceAlert" shall mean the automated voice generated by the Communications Gateway upon an alert and transmitted through the Flex Alert Device.
i. Undefined technical terms, specifications and acronyms used throughout this Agreement shall have the meanings generally attributed to them in the in the fire station alerting industry.

2. Subscription Services. Customer subscribes to the USDD-FLEX-APP annual subscription. Customer has or will purchase the Flex Alert Device in accordance with the Quote provided by Honeywell to Customer. Customer enters into this Agreement to subscribe for use of the software required to receive alerts through the Communications Gateway and transmit alerts to the Flex Alert Device.

Exhibit B attached hereto reflects the quantity of Flex Alert Devices that Customer is acquiring through the subscription services referenced above, and the Subscription Term therefor. Exhibit B may be amended reflect additional Flex Alert Devices and subscriptions ordered by Customer as provided in Section 7 below

3. Customer Obligations. In order to use Flex Alert, Customer must provide or ensure that Customer has access to the following:
a. A license for the App.
b. A mobile device compatible with the App and is Bluetooth enabled. c. Reliable cellular or similar network services.

4. Subscription Term & Termination.
a.

The initial Subscription Term of this Agreement shall begin on the date Honeywell provides Customer with the Flex Alert Device (the "Commencement Date") and shall continue for twelve (12) months from the "Commencement Date" (the "Initial Subscription Term"). Each Subscription Term thereafter shall automatically renew for additional successive 12-month terms unless either party provides written notice to the other party that it does not intend to renew.

PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 21 of 28 301 b.

Notwithstanding the foregoing, Customer may elect to have the Initial Subscription Term to align with Customer's fiscal year or other billing dates for services provided by Honeywell. In such case, the Initial Subscription Term shall commence on the Commencement Date and end on the date selected by Customer (but no more than 12 months from the Commencement Date). The Subscription Fee for the Initial Subscription Term shall be pro-rated to reflect the actual dates of the Initial Subscription Term.

Thereafter the Subscription Term shall automatically renew as of the anniversary date of the expiration of the Initial Subscription Term. If the Initial Subscription Term is less than 12 months, Customer agrees that Customer will renew for at least one additional Subscription Term.

This Agreement may be terminated by Honeywell in the event Honeywell no longer offers the Flex Alert as part of its product offerings. In such event, USDD shall provide Customer with no less than one hundred eighty (180) days' written notice that USDD intends to discontinue its Flex Alert subscription offering.
d.

Honeywell may terminate this Agreement for any breach hereof upon Customer's failure to cure such breach within thirty (30) days from USDD providing written notice of the same. The notice shall specify the nature of the breach. Notwithstanding the foregoing, USDD may terminate this Agreement immediately upon non-payment of any sum due from Customer under this Agreement or any other contract. Upon termination of this Agreement, all sums previously paid to Honeywell shall be nonrefundable.

5. Fees and Payment. In consideration for the license grant and services set forth herein, Customer shall pay the fees set forth in the Quote (the "Subscription Fee").
a.

The first payment of the Subscription Fee shall be due and payable within 30 days of Honeywell sending an invoice to Customer. Thereafter, Subscription Fees will be invoiced annually at the then current Subscription Fee rates. Honeywell shall invoice for the Subscription Fees 45 days prior to the start of each renewal period. Payments shall be made in United States currency, free of exchange, or any other charges, or as otherwise agreed upon and set forth in writing by Honeywell. b.

Notwithstanding the above, Customer may elect to pre-pay Subscription Fees for multiple Additional Subscription Terms (but no more than five (5) Additional Subscription Terms) in advance at the then current Subscription Fee. Payment terms described in (a) above shall apply. c.

Subscription Fees will be unconditional and absolute and shall not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Invoices unpaid for thirty (30) days are subject to interest at the greater of eighteen percent (18%) per annum, or the maximum amount Allowable by law.

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6. Restrictions. Customer shall not, and shall not permit any third party to: (i) modify or create any derivative works based on the Flex Alert Module; (ii) sublicense, distribute, sell, lend, rent, lease, transfer, or grant any rights in or to all or any portion of the Flex Alert Module and App (including, without limitation, providing access to third parties who do not utilize Customer's dispatch center); (iii) decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Flex Alert Module and App; (iv) remove, modify, alter, destroy, or obscure any of the logos, trademarks, patent or copyright notices, confidentiality or proprietary legends or other notices or markings on the Flex Alert Module; (v) add any logos, proprietary marks or other notices or markings on the Flex Alert Module; (vi) use Flex Alert other than as permitted under this Agreement; or (vii) use Flex Alert or the support to develop, have developed, or assist in the development of any product or service competitive with Honeywell.

7. Additional Equipment and Services. If, during the Subscription Term, Customer determines it requires additional Flex Alert Modules and subscription services, Customer may acquire such equipment and subscription services from Honeywell, which shall be added to this Agreement. Customer shall pay a pro-rated Subscription Fee from date of acquisition to the date of the next Subscription Fee invoice.

8. Delivery and Acceptance. Honeywell shall cause any Flex Alert Module to be delivered to Customer at the location specified by Customer in writing, with any shipping costs to be included in the Quote. In addition, Honeywell shall provide Customer with link to enable Customer to access the App and configure the Flex Alert module for operation. Unless Customer notifies Honeywell that the Flex Alert Module is not operational within five (5) days of delivery of Flex Alert Module to Customer, Honeywell shall deem Customer to have acknowledged receipt of and accepted the Flex Alert Module.

9. Intellectual Property. Customer hereby agrees and acknowledges that Honeywell owns all rights, title, and interest in and to the Intellectual Property. 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 Flex Alert. Nothing herein shall be deemed to give, transfer, or convey to Customer any rights in the Intellectual Property other than the license to use Flex Alert and all related equipment and software as set forth in this Agreement.

10. LIMITED WARRANTY. CUSTOMER'S EXCLUSIVE REMEDIES AND HONEYWELL'S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON FLEX ALERT IS 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 FLEX ALDERT. CREDIT,

REPAIR OR REPLACEMENT (AT HONEYWELL'S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD UNLESS SET FORTH IN WRITING AND SIGNED BY A HONEYWELL AUTHORIZED REPRESENTATIVE. a.

Warranty Terms. 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), USDD warrants and guarantees its products will be free from defects in workmanship and materials (collectively, "Defects") for 12 months from the date of shipment to Customer ("Warranty Period"). This limited warranty does not cover defects caused by normal wear and tear or maintenance.

PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 23 of 28 303 b.

Defects. If a Defect with Flex Alert Module 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 Flex Alert Module defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Flex Alert Module with a Flex Alert Module that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Flex Alert Module. Any replacement Module, 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 Flex Alert Module or part is exchanged, any replacement item becomes the Customer's property and the replaced item becomes the property of Honeywell. c.

Claims. Prior to making a Warranty claim or requesting support services, Customer is encouraged to review Honeywell's online help resources. Thereafter, to make a valid claim hereunder, Customer must contact Honeywell technical support and describe the problem or defect with specificity. 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 http://stationalerting.com/service-support/. Customer must use its best efforts to assist in diagnosing defects, follow Honeywell's technical instructions, and fully cooperate in the diagnostic process.

Failure to do so shall relieve Honeywell of any further obligation hereunder. d.

Return Material Authorization Process. If a Customer makes a claim for an advanced replacement of Flex Alert Module during the Warranty Period, Customer must initiate an RMA request. As part of this RMA process, the Customer shall provide Honeywell with the Module’s serial number, and a description of the Module’s failure to initiate the RMA process. Upon Honeywell’s issuance of the RMA, Honeywell will send the replacement Flex Alert Module, 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 Flex Alert Device that the Customer is returning. The original Flex Alert Device must be returned in the shipping box provided by Honeywell. No goods will be accepted for exchange or return without a pre-approved RMA number, nor will goods which have not been properly packaged in Honeywell’s shipping box, as proper packaging ensures that goods are not damaged during the shipping process. The original Flex Alert Device must be shipped back within 10 days of receiving the replacement Device. Failure to return the original Module or failure to return the original Module in an appropriate manner will cause Customer to incur a replacement charge equal to full market value of the replacement Module.
e.

Honeywell reserves the right to charge 50% of the standard repair price if the returned Flex Alert Module is found to have no defect under the Warranty. Customer understands that this fee is intended to discourage return of Modules prior to proper troubleshooting or because the Module is "old." Flex Alert Module returns will not be allowed if, upon examination of the returned Module, it is determined that the Module was subjected to accident, misuse, neglect, alteration, improper installation, unauthorized repair, or improper testing. In such event, Honeywell shall invoice Customer for the full market value of the replacement Flex Alert Module.

11. Use of Flex Alert / Risk of Loss. Customer shall operate Flex Alert according to Honeywell's specifications and documented instructions. Customer agrees not make changes or alterations to the Flex Alert module(s) subject to this Agreement without the prior written consent of Honeywell. Customer assumes risks and liabilities directly related to loss, theft, damage, or destruction to the Flex Alert module. No loss, theft, damage, or destruction of the Flex Alert module shall relieve Customer of the obligation to pay the Subscription Fee or any other obligation under this Agreement. In the event the Flex Alert module is lost, stolen, damaged or destroyed, Honeywell shall replace the lost, stolen, damaged or destroyed Equipment. Customer agrees to pay Honeywell's list price for the replacement Equipment then in effect at the time of the replacement.

PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 24 of 28 304

12. Limitations to Support Services. Honeywell does not warrant that the operation of the Flex Alert will be uninterrupted or error-free. Honeywell's Support does not create any additional warranties, nor does it apply to any equipment, hardware, or peripherals not included in the Quote. Specifically, Support expressly excludes: (1) any repair, software installation, update, or other service that is necessitated by the Customer's misuse or neglect of the Flex Alert Module; (2) damage arising from Customer's failure to follow instructions relating to Flex Alert's use or damage caused by operating Flex Alert outside the permitted or intended uses described by USDD; (3) cosmetic damage, including but not limited to scratches, dents and broken plastic on ports, consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (4) alterations or repairs to the Flex Alert Module made by any person other than an authorized USDD representative; (5) damage or failure caused by installation or service (including upgrades and expansions) performed by anyone who is not a representative of Honeywell or service provider otherwise authorized by USDD; (6) failure of environmental controls or improper environmental conditions; (7) modification to alter functionality or capability without the written permission of Honeywell; (8) any damage caused by fire, flood, vandalism, terrorism, riot, storm, lightning, or other acts of nature or civil unrest. Honeywell shall not be liable to provide Support at any time when Customer is in breach of any obligation to USDD under this Agreement.

13. Warranty Disclaimer. TO THE EXTENT PERMITTED BY LAW, THIS AGREEMENT AND THE REMEDIES SET

FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR IMPLIED. AS PERMITTED BY APPLICABLE LAW,

USDD 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 USDD in its sole discretion. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired.

14. Limitation of Liability. EXCEPT AS PROVIDED IN THIS AGREEMENT AND TO THE EXTENT PERMITTED BY LAW,

HONEYWELL IS NOT RESPONSIBLE FOR DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL

DAMAGES RESULTING FROM ANY BREACH OF THIS AGREEMENT 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. USDD 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 USDD PRODUCTS, AND

ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON USDD'S AGGREGATE LIABILITY IN

CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF THE AGGREGATE AMOUNTS PAID BY CUSTOMER TO HONEYWELL UNDER THIS AGREEMENT. CUSTOMER SHALL NOT BRING A LEGAL OR

EQUITABLE ACTION AGAINST HONEYWELL MORE THAN ONE YEAR AFTER THE FIRST EVENT GIVING RISE TO A CAUSE OF ACTION, UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW.

Honeywell disclaims any representation that it will be able to repair any flex Alert Module under this Agreement or make a product exchange without risk to or loss of the programs or Customer data stored thereon.

15. Assignment.
a.

Customer may not assign or transfer any of its subscription rights and interest under this Agreement to another fire, rescue, EMT, dispatch agency, or any other person, company, or government entity ("Assignee") absent Honeywell's written consent, along with Honeywell's determination, in its sole discretion, that Assignee has sufficient infrastructure and financial means to perform under this Agreement. Assignee shall not have any right to extend or modify the Term or payment options provided hereunder. Assignee shall accept in writing to be bound to all the terms and conditions of PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 25 of 28 305 b. Honeywell may transfer its rights under this Agreement in the event of a sale or transfer of all or substantially all of its assets or stock.

16. Compliance Obligations. Customer acknowledges and agrees that it shall comply with all applicable laws, rules, regulations, decrees, and other requirements relating to or affecting the Agreement and the products provided hereunder, including but not limited to all economic sanctions laws administered by the Office of Foreign Assets Control, other U.S. regulatory agencies, the European Union and its Member States, the United Kingdom, and the United Nations, any applicable export control, import control, and economic sanction laws and regulations of any country or countries, and the United States Foreign Corrupt Practices Act, along with all other applicable anti- bribery and anti-corruption legislation.

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 immediately:
a. Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and
b.

Use all responsible endeavors 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 this Agreement.

PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 26 of 28 306

18. Dispute Resolution/Arbitration. Before the Parties initiate any dispute resolution process related to this Agreement, other than for injunctive relief, the Parties must schedule a mandatory 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 the Parties further agree that any remaining dispute between them arising out of or relating to this Agreement, other than claims related to Honeywell's Intellectual Property rights (or those of any of its licensors, affiliates and partners), will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, to the extent such rules are no inconsistent with this Section, in the AAA's regional Phoenix office and by single arbitrator. Discovery may be conducted either upon mutual consent of the Parties, or by order of the arbitrator upon good cause being shown. In ruling on motions pertaining to discovery, the arbitrator shall consider that the purpose of arbitration is to provide for the efficient and inexpensive resolution of disputes, and the arbitrator shall limit discovery whenever appropriate to ensure that this purpose is preserved. The arbitrator shall permit dispositive motions and issue a written decision sufficient to explain the essential findings and conclusions and may award damages. Any award rendered by the arbitrator will be final and binding upon the Parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The Parties hereto expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose. In the event a dispute is submitted to arbitration pursuant to this Section, the prevailing Party shall be entitled to the payment of its reasonable attorneys' fees and costs, including expert witness fees and costs, as determined by the arbitrator.

Each of the Parties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation.

19. Images and Testimonials. During the Subscription Term, Customer agrees that Honeywell may take, make, or obtain images, pictures, photographs, commentary, and video and audio recordings of Flex Alert and reproductions of the same in whole or in part, either digitally or in any other medium now known or later discovered (collectively "Images"). In addition, Honeywell may request Customer to provide testimonials, endorsements, feedback or other written or oral comments concerning Customer's experience with Flex Alert (collectively "Testimonials"). Customer consents to Honeywell's use of such Images and Testimonials for verification, training, and promotional purposes in Honeywell's sole discretion and agrees that all such Images and Testimonials shall remain the property of Honeywell and may be used and exploited in any media format.

20. Notices. Whenever any provision of this Agreement requires the giving of written notice, it shall be deemed to have been validly given if delivered (i) in person, (ii) by registered mail, postage pre-paid, (iii) by a nationally recognized overnight courier service, or (iv) electronically via facsimile copy or email, provided that the sender obtains confirmation of transmission, to the following:

If to Customer:

Customer Name
Customer Address 1
Customer Address 2
Telephone:

Email:

Honeywell International Inc., through its
US Digital Designs group
Attn: Sales
1150 W. Grove Parkway, Suite 110
Tempe, Arizona 85283
Telephone: (602) 687-1730
Email: [email protected]
PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 27 of 28 307

21. Headings and Usage. The headings, captions, and section numbers contained herein are provided for convenience only and are not part of the terms of this Agreement. When the context of the words used in this Agreement indicate that such is the intent, words in the singular shall include the plural, and vice versa, and the references to the masculine, feminine or neuter shall be construed as the gender of the person, persons, entity, or entities actually referred to require.

22. Waiver. No failure or delay, in any one or more instances, to enforce or require strict compliance with any term of this Agreement shall be deemed to be a waiver of such term nor shall such failure or delay be deemed a waiver of any other breach of any other term contained in this Agreement.

23. Governing Law. This Agreement will be governed by and construed according to the laws of the State of Arizona without regard to conflicts of law principles.

24. Execution in Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original. The date of this Agreement shall be the latest date on which any Party executes this Agreement.

25. Entire Agreement. This Agreement contains the entire understanding between the Parties and supersedes any prior understandings and agreements between or among them with respect to the subject matter hereof. This Agreement supersedes and replaces the "terms and conditions" section set forth in the Quote, if any. This Agreement may not be amended, altered, or changed except by the express written agreement of the Parties.

26. Review. The Parties acknowledge that they have had an adequate opportunity to review this Agreement, as well as the opportunity to consult legal counsel regarding this Agreement. Accordingly, the Parties agree that the rule of construction that a contract be construed against the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.

27. Savings Clause. In the event any part, provision, or term of this Agreement is deemed to be illegal or unenforceable, this Agreement shall be construed as if such unenforceable part, provision, or term had not been included herein. Such illegal or unenforceable part, provision, or term shall be deemed revised to the extent necessary to cure its defect and such revision and the remainder of the Agreement shall be and remain in full force and effect.

28. Customer Representative. The undersigned representative of Customer hereby represents and warrants that s/he has the authority to bind Customer and that the execution, delivery and performance by Customer under this Agreement will not violate the provisions of any law, rule, regulation, or policy, and will not conflict with or result in the breach or termination or constitute a default under any agreement or instrument to which Customer is a party.

29. Incorporation of all Exhibits. All exhibits, addenda, schedules, and other documents referenced herein and attached hereto are hereby fully incorporated and made a part hereof by this reference as if the terms and content thereof had been fully set forth in the body of this Agreement.

PROPRIETARY and CONFIDENTIAL FLEX ALERT Ts&Cs Page 28 of 28 308 Janu
ary 2, 2026
Cit
y of Salinas
Salinas Fire Department
200 Lincoln Avenue
Salinas, CA 93901
RE:

Phoenix G2 - Station Alerting System – Sole Source Manufacturer Statement To Wh
om it may Concern:

Th
e City of Salinas and its Fire Department (“City”) are dispatched by the Monterey County Emergency Communications Center (“County”). County has adopted the Phoenix G2 Fire Station Alerting System (the “System”) to provide fast, reliable and concise fire and medical emergency alerts to the fire and emergency services dispatched by County including City. This benefits the City and its residents by providing cost effect and efficient public safety services.

Ho
neywell International Inc., through its US Digital Designs group, is the sole manufacturer of the Phoenix G2 Fire Station Alerting system. All design, manufacturing, service and support originates from our Tempe, Arizona location. No other company can provide a compatible system capable of being implemented in parallel with the City’s current system. Moreover, as the manufacturer, Honeywell is able to offer the lowest factory-direct pricing to the City. No distributor of the Phoenix G2 System is able to provide pricing at a lower price. In addition, with the exception of certified installation companies authorized to perform “installation only” services, no other organization or entity is able or authorized to service and/or support our station alerting systems.

Ple
ase let me know if I may answer any additional questions. Thank you for the opportunity to support your community.

Sinc
erely,
Sus
heel Tenguria
VP / General Manager – BTI Fire America
Honeywell International Inc.
through its US Digital Designs group
1150 W. Grove Parkway, Suite 110
Tempe, Arizona 85283
Phone: (602) 687-1730
309
Form: Professional Services Agreement v. November 2023 Page 1 of 22 True North Compliance Services, Inc.