cc 2025 AR 11/12 agreement with honeywell fire station alerting system

ACTION:

____________________________
Clerk/Secretary

Department: Public Works Item No: C4
Prepared by:

Kristi Geno, Management Assistant
Leslie Webb-Blanco, Admin. Programs Manager Meeting Date: November 12, 2025 Approved by:

Chris Arce, Public Works Director
John Conley, City Manager Agenda Location: Consent Calendar

SUBJECT: AGREEMENT WITH HONEYWELL INTERNATIONAL INC. FOR VISTA FIRE STATIONS

ALERTING SYSTEM REPLACEMENT PROJECT

RECOMMENDATION: Adopt City Council Resolution No. 2025 - , approving the agreement with Honeywell International Inc. for the Vista Fire Stations Alerting System Replacement Project.

CORRELATION TO CITY COUNCIL GOALS: Public Safety.

PRIOR ACTION: On June 10, 2025, adopted City Council Resolution No. 2025-113, amending the Capital Project Budget for Fiscal Years 2024/25 and 2025/26 (Vote: 5-0).

On June 11, 2024, adopted City Council Resolution No. 2024 -86, approving the Six -Year Capital Improvement Program, the Capital Project Budget for Fiscal Years 2024/25 and 2025/26, and authorizing appropriations for Fiscal Years 2024/25 and 2025/26 capital projects (Vote: 5-0).

STATEMENT ON THE SUBJECT: The alerting system that serves Vista Fire Stations 1, 2, 4, 5 and 6 is outdated, no longer supported, and in need of replacement. North County Dispatch JPA, which provides fire and medical emergency dispatch services to the City of Vista and agencies countywide, has designated the Phoenix G2 Fire Station Alerting System, from Honeywell International Inc. (Honeywell), as the required equipment for public safety agencies in the county. This system is compatible with the Central Square Computer Aided Dispatch (CAD) and the Regional Communications System and includes enhanced features such as rapid multiple station alerting and ramping visual and auditory alerts to increase efficiency and reduce response time.

Honeywell designs, customizes, and provides installation services for the alerting system at each station, which will allow it to meet the unique needs of the Vista Fire Department. Honeywell is the sole manufacturer and distributor of the Phoenix G2 Fire Station Alerting System. Therefore, staff recommend forgoing the normal bidding procedure to purchase the new alerting system under the City’s Municipal Code Section

3.08.150 N. when the commodity or service can be obtained from only one vendor.

FISCAL IMPACT: The cost to replace the alerting system at Fire Stations 1, 2, 4, 5, and 6 is $814,977.14.

With an added 10% contingency the project has a total budget of $896,475 . Sufficient funding is available in Fiscal Year 2025/26 Capital Improvement Budget CIP Number 8392 Fire Station Alerting System Replacement, in Source Appropriation Account No. 0026556.578999.8392.

AGENDA
REPORT

CITY COUNCIL

COMMUNITY DEVELOPMENT COMMISSION

SUCCESSOR AGENCY

BUENA SANITATION DISTRICT

JOINT POWERS FINANCING AUTHORITY
11/12/2025
C4
1 of 46
MEETING DATE: November 12, 2025 PAGE 2
SUBJECT: AGREEMENT WITH HONEYWELL INTERNATIONAL INC. FOR FIRE STATIONS

ALERTING SYSTEM REPLACEMENT PROJECT
EXHIBITS:

1. City Council Resolution 2025- , approving the agreement with Honeywell International Inc. for Fire Stations Alerting System Replacement Project

2. Contract with Honeywell International Inc.
11/12/2025
C4
2 of 46
00029213 7
RESOLUTION NO. 2025-

A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF

VISTA, CALIFORNIA, APPROVING THE AGREEMENT WITH HONEYWELL INTERNATIONAL INC. FOR FIRE STATION ALERTING SYSTEM

REPLACEMENT PROJECT
The City Council of the City of Vista does resolve as follows:

1. Findings. The City Council hereby finds and declares the following:

A. The City desires to enter into an agreement with Honeywell International Inc. for the Fire Stations Alerting System Replacement.

2. Action.

A. Council Approves the agreement with Honeywell International Inc. for the Fire Stations Alerting System Replacement and the Mayor is authorized to sign the Agreement on behalf of the City.

3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on November 12, 2025, by the following vote:

AYES:

NOES:

ABSTAIN:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY
By:

APPROVED
Walter C. Chung
20251104150829
JOHN B. FRANKLIN, MAYOR
ATTEST:

KATHY VALDEZ, CITY CLERK
By:
11/12/2025
C4
3 of 46
EXHIBIT 1
00044811 3
1 of 11
HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

CONTRACT FOR FIRE STATIONS ALERTING SYSTEM REPLACEMENT

SERVICES
THIS “CONTRACT” is entered into by and between the “Parties” as of ___________________ (“Contract Date”).

1.0 THE “PARTIES”
The “City”:

CITY OF VISTA, a chartered municipal
corporation
200 Civic Center Drive
Vista, CA 92084
Working Contact: Robbie Ford
Billing Contact: Kassandra Santacruz
The “Contractor”
HONEYWELL INTERNATIONAL INC., a
Delaware corporation
1150 W. Grove Parkway
Tempe, Arizona 85283
Contact: William Butler

2.0 BASIC TERMS

2.1 Contractor has submitted to City a Proposal to perform certain “Services” dated October 31, 2025 (“Exhibit A”).

2.2 The “Project” for which the Services are required is described in Exhibit A.

2.3 Contractor desires to enter into this “Contract” with City for the Services.

2.4 The “Contract Ceiling Price” is $814,977.14 plus 10% contingency for a total contract ceiling of $896,475.

3.0 CONTRACT TERM

3.1 This Contract shall take effect as of the Contract Date.

3.2 This Contract shall be in effect for 180 working days from the Notice to Proceed (“Term”).

3.3 City may terminate this Contract upon 30-days’ written notice to Contractor. In such event, or upon request of City, Contractor shall assemble all City documents in the Contractor's possession, put them in order for proper filing and closing, and deliver the documents to City. In the event of termination, Contractor shall be paid for work performed to the termination date. City shall make the final determination as to the portion of tasks completed and the compensation to be paid.

4.0 EXECUTION OF ADDITIONAL DOCUMENTS
As a condition precedent to the effectiveness of this Contract, the Contractor shall execute and deliver to City the following checked document packages:

Labor Law Compliance Form (This Contract may require the payment of prevailing wages.)
11/12/2025
C4
4 of 46
EXHIBIT 2
00044811 3 2 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

5.0 SCOPE
Contractor shall perform all Services including, labor, materials, software, supplies, reports, and documents for as may be required from time to time, in accordance with Exhibit A. The Services shall be complete, and all work, material and services not expressly called for in the Proposal which may be necessary to carry out the Contract in good faith, shall be performed by the Contractor at no increase in cost to City. In the event of a conflict between the provisions this Contract text and Exhibit A, this Contract text shall control.

6.0 COMPENSATION

6.1 City shall pay Contractor on as set forth in Exhibit A for the Services to be performed.

6.2 An invoice for payment shall be submitted in a form satisfactory to City. At a minimum, the invoice shall include: the purchase order number, the work order number, a description of the work performed, and a total amount.

6.3 Changes in, additions to, or deductions from the Services, including increases or decreases in the quantity of any item or portion of the Services, shall be set forth in a written change order executed by City and by the Contractor which shall specify:

6.3.1 The changes, additions, and deductions to be made.

6.3.2 The increase or decrease in compensation due the Contractor, if any.

6.3.3 Adjustment in the time of completion, if any.

6.4 Contract Ceiling Price

6.4.1 In no event shall City be liable for paying more than the Contract Ceiling Price for Contractor's services rendered under this Contract.

6.4.2 If it becomes foreseeable that Contractor will need to perform services such that the cumulative total of costs to City will exceed the maximum permitted by this Contract, any such cost overrun will be handled pursuant to the change order procedure in Chapter 3.08. City and Contractor recognize that City lacks authority to exceed the cost ceiling without the express authorization of the City Council. If the maximum cost to City for this Contract is exceeded unexpectedly, payment shall be made as mutually agreeable and disputes shall be handled pursuant to this Contract, but work shall cease as soon as is reasonably feasible once the cost ceiling plus allowable change orders, if any, is exceeded.

6.5 Except as provided in Exhibit A, Contractor shall not be reimbursed for any expenses incurred in rendering services under this Contract.

11/12/2025
C4
5 of 46
00044811 3 3 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

7.0 CONTRACT DOCUMENTS
The Contract comprises the following documents including all additions, deletions, modifications and appendices and all addenda setting forth any modifications or interpretations of any of these documents: Documents required under Exhibits A–E.

8.0 TIME FOR COMPLETION AND COMMENCEMENT OF SERVICES
All Services under the Contract must be completed in compliance with the schedule in Exhibit A.

9.0 ASSISTANCE BY CITY
All information, data, records, reports, and maps as are in possession of City and necessary for the carrying out of this work shall be available to Contractor without charge. City shall make available to Contractor members of its staff for consultation with Contractor in the performance of this Contract. City does not warrant that the information data, records, reports, and maps heretofore or to be provided to Contractor are complete or accurate and Contractor should satisfy itself as to accuracy and completeness. City and Contractor agree that City shall have no liability should any information, data, records, reports, and maps be inaccurate, incomplete, or misleading. Unless provided in Exhibit A, no other assistance shall be provided by City to Contractor.

10.0 STANDARD OF PERFORMANCE

10.1 Contractor represents and warrants that it has the training, qualifications, experience, and facilities necessary to properly perform the Services required under this Contract in a thorough, competent, and professional manner. At all times Contractor shall faithfully, competently and to the best of its ability, experience, and talent, perform all services described herein. In meeting its obligations under this Contract, Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Contractor under this Contract.

10.2 Contractor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the Term of this Contract. Contractor shall obtain any and all licenses, permits and authorizations necessary to perform the services set forth in this Contract, including any business licenses required by City. Neither City, nor any elected or appointed boards, officers, officials, employees, or agents of City, shall be liable, at law or in equity, as a result of any failure of Contractor to comply with this Section.

11.0 CONTRACTOR’S STATUS; CONTRACTOR’S EMPLOYEES

11.1 Contractor shall perform the services provided for herein in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling. Contractor is not to be considered an employee of City, nor shall any employees of Contractor be considered employees of City, for any purpose. Contractor shall be under the direction and control of City staff only as to the results to be accomplished. This Contract is not intended to create the relationship of partnership, joint venture, or association between City and Contractor.

11/12/2025
C4
6 of 46
00044811 3 4 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

11.2 Contractor represents and warrants that all design professional services, if any, shall be provided by a person or persons duly licensed by the State of California to provide the type of services described in Exhibit A.

11.3 Neither Contractor, nor any of Contractor's officers, employees, or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Contractor expressly waives any claim Contractor may have to any such rights.

11.4 Contractor is aware of the requirements of the Immigration Reform and Control Act of 1986 and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all of Contractor’s officers, employees, agents and subcontractors that are included in this Contract.

11.5 The payment made to Contractor pursuant to this Contract shall be the full and complete compensation to which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Contract. Neither Contractor nor Contractor’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. City will not make any federal or state tax withholdings on behalf of Contractor. City shall not be required to pay any workers' compensation insurance on behalf of Contractor.

11.6 Contractor agrees to defend and indemnify City for any obligation, claim, suit or demand for tax, retirement contribution including any contribution to the Public Employees Retirement System (PERS), social security, salary or wages, overtime payment, or workers' compensation payment which City may be required to make on behalf of Contractor or any employee of Contractor, or any employee of Contractor construed to be an employee of City, for work done under this Contract. This is a continuing obligation that survives the termination of this Contract.

12.0 CIVIL RIGHTS

12.1 Contractor agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter enacted.

12.2 Contractor shall not knowingly deny an opportunity or benefit, discriminate against or harass, any employee or applicant for employment on account of the person’s race, color, ethnicity, national origin, ancestry, religion, creed, veteran status, physical disability, mental disability, medical condition, marital status, sex, sexual orientation, age, or other status protected from workplace discrimination by state or federal law.

12.3 Contractor shall not knowingly give preferential treatment to any applicant for employment on the basis of race, color, ethnicity, national origin, ancestry, religion, creed, physical disability, mental disability, medical condition, marital status, sex, or sexual orientation.

12.4 This section shall be interpreted in a manner that is consistent with the California and United States Constitutions and applicable state and federal statutes governing workplace discrimination. The terms used in this section shall have the same meaning as defined in state statutes governing the same subject matter.

11/12/2025
C4
7 of 46
00044811 3 5 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

12.5 Nothing in this section shall be interpreted as prohibiting bona fide occupational qualifications consistent with applicable state and federal law and reasonably necessary to the normal operation of Contractor. Nothing in this section shall be interpreted as prohibiting regulations and policies to prevent nepotism or conflicts of interest.

12.6 Nothing in this Section shall be interpreted as prohibiting action taken to establish or maintain eligibility for any federal program, where ineligibility would result in a loss of federal funds to City.

12.7 To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability (including without limitation all claims, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute resolution) resulting from any claim of discrimination or harassment, including but not limited to sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers, employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment complaint against any employee, agent, licensee or subcontractors of Contractor or its subcontractors, Contractor shall take immediate and appropriate action in response to such complaint, including, but not limited to termination or appropriate discipline of any responsible employee, agent, licensee, or subcontractors. The provisions of this Section survive completion of the services or termination of the Contract.

13.0 CONTROL OF SERVICES
Each Party shall appoint a representative who shall have the authority to represent and act for that Party (“Representative”). Any written or verbal directions or requests of City's Representative delivered to the Contractor’s Representative shall have the same force and effect as if delivered to the Contractor. The Contractor's Representative shall have the authority to sign any change order, coordinate the work of all subcontractors and make other decisions pertaining to the Contract.

14.0 ASSIGNMENT AND SUBCONTRACTING

14.1 Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of the City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty-five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

14.2 Contractor shall be fully responsible to the City for any acts and omissions of Contractor's subcontractor, including persons either directly or indirectly employed by subcontractor, in the event Contractor subcontracts any of the work to be performed under this Contract. Contractor's responsibility under this paragraph shall be identical to Contractor's liability for acts and omissions of Contractor and employees of the Contractor. Nothing contained in this Contract shall create any contractual relationship between City and any 11/12/2025
C4
8 of 46
00044811 3 6 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages subcontractor of Contractor, but Contractor shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this Contract applicable to Contractor's work, unless such change, omission, or addition is approved in advance in writing by the City Manager or the City Manager’s designee. All subcontractors are subject to the prior written review and approval of the City Manager or the City Manager’s designee.

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

16.0 FINANCIAL RECORDS

16.1 Contractor shall maintain any and all documents, ledgers, books of account, invoices, vouchers, canceled checks, or records demonstrating or relating to Contractor’s performance of services pursuant to this Contract or evidencing or relating to expenditures and disbursements charged to City pursuant to this Contract. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the services provided by Contractor pursuant to this Contract. Any and all such documents or records shall be maintained for three years from the date of execution of this Contract and to the extent required by laws relating to audits of public agencies and their expenditures. It is expressly understood and agreed that the provisions of this Section will survive termination of this Contract.

16.2 Any and all records or documents required to be maintained pursuant to this Section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its Representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Contractor's address indicated for receipt of notices in this Contract or the primary location from which services are rendered, whichever is closer.

17.0 OWNERSHIP OF DOCUMENTS

17.1 Upon delivery, the work product, including without limitation, all original reports, writings, recordings, drawings, files, computer code, and detailed calculations developed under this contract, are the property of City. Contractor agrees that all copyrights which arise from creation of the work pursuant to this contract shall be vested in City and hereby assigns, waives, and relinquishes all claims to copyright or other intellectual property rights in favor of City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of Services and that Contractor makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of Services. If Contractor is providing copyrighted, proprietary materials in the performance of the Services, then the intellectual property provisions of Exhibit B shall prevail over the provisions of this section.

17.2 Contractor represents that it has secured all necessary licenses, consents, or approvals to use the components of any intellectual property, including computer software, used 11/12/2025
C4
9 of 46
00044811 3 7 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages in the rendering of services and the production of the work product produced under this Contract, and that City has full legal title to and the right to reproduce such materials. The Contractor covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that they are violating or have violated any federal, state, or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents, or other means of protecting interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked materials, equipment, devices, or processes used on or incorporated in the services and materials produced under this Contract. In case such materials, equipment, devices, or processes are held to constitute an infringement and their use is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the materials by suspension of any injunction or by procuring a license or licenses for the City; or (b) modify the materials so that they become non-infringing.

18.0 CONFIDENTIALITY

18.1 Contractor shall treat all information obtained from City in the performance of this Contract as confidential and proprietary to City. Contractor shall treat all records and work product prepared or maintained by Contractor in the performance of this Contract as confidential.

18.2 Contractor agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Contractor’s scope of Services. Contractor will not disclose any information prepared for City or obtained from City or obtained as a consequence of the performance of work to any person other than City, or its own employees, agents or subcontractors who have a need for the information for the performance of Services under this Contract unless such disclosure is specifically authorized in writing by City.

19.0 CONFLICT OF INTEREST REQUIREMENT
Contractor agrees that, to the extent applicable, it shall comply with and be bound by all laws and regulations deriving from the relationship of the Contractor to the City, including the Political Reform Act (Government Codes Section 87100 et seq.) Chapters 2.32 or 2.33 of the Vista Municipal Code, the Community Redevelopment Act (Health & Safety Code 33000 et seq.) and all regulations promulgated thereunder (collectively “Conflict Laws”). As a condition precedent to the formation of this Contract, Contractor warrants and covenants that it is adequately informed regarding the obligations and duties imposed by the Conflict Laws and that to the best of Contractor's knowledge and belief, there exists no conflict of interest (under the laws) that would disqualify the Contractor from participation in any decisions arising out of the performance of this Contract. Prior to commencement of any work in the performance of this Contract, Contractor shall comply with any applicable requirements of Chapter 2.32 of the Vista Municipal Code, including any requirement to file a financial disclosure statement with the City Clerk.

Contractor further agrees that no employee, agent or subcontractor for Contractor shall perform any work for the City pursuant to this Contract which will violate the Conflict Laws.

20.0 PROHIBITION OF FINANCIAL INTEREST BY CITY OFFICIAL Contractor warrants and covenants to City that no City Official has or will have any current or future financial interest in this Contract as of the date approved, nor shall Contractor promise, offer, or enter into any written, oral or implied Contract, to provide any financial interest or remuneration of any kind or manner to any City official with respect to this Contract. For 11/12/2025
C4
10 of 46
00044811 3 8 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages purposes of this Section, the term “City Official” shall mean and include any elected or appointed officer of City, any employee of City, or any spouse or financial dependent of a City official or employee. A violation of this provision shall render this Contract null and void and Contractor shall be subject to restitution of all fees or money paid or earned under this Contract.

21.0 INDEMNIFICATION

21.1 Contractor shall defend, indemnify and hold City and its officers, officials, employees, and volunteers (collectively, “Indemnitees”) harmless against any and all liability, loss, damage, fine, penalty, expense, claim or cost (including without limitation costs and fees of litigation) of every nature (collectively, “Liability”) arising out of or in connection with this Contract or its performance, including defects in design, except: (1) Liability caused by Indemnitees’ sole negligence or willful misconduct; or (2) for Liability caused by Indemnitees’ active negligence, in which case the indemnity received by Indemnitees shall be reduced by the amount: (i) that Indemnitees’ active negligence contributed to the Liability on a comparative basis; or (ii) such other amount as may be required by law (“Duty of Indemnification”).

21.2 Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. In the event there is more than one person or entity named in the Agreement as a Contractor, then all obligations, liabilities, covenants, and conditions under this instrument shall be joint and several.

21.3 NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL EITHER

PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR

EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT,

INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO

PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION,

WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IT IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.0 INSURANCE AND BONDS
Contractor shall comply with the insurance provisions set forth in Exhibit C.

23.0 SERVICE OF NOTICE

23.1 Any notice, which either Party may desire to give to the other Party, must be in writing and may be given by personal delivery to the Party’s Representative or by overnight courier service to the Party’s address set forth in Section 1.0. Notice may also be given by mailing it by registered or certified mail, return receipt requested, to the other Party at the address set forth in Section 1.0. Any notice given by mail will be deemed given 48 hours after such notice is deposited in the United States mail, addressed as provided with postage fully prepaid.

23.2 A Party may change its address by giving notice as provided above, and the changed address shall thereafter be deemed to be the address set forth in Section 1.0.

11/12/2025
C4
11 of 46
00044811 3 9 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

24.0 LABOR LAW COMPLIANCE
California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self -insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

25.0 SURVIVAL OF COVENANTS
Contractor’s obligations under Sections 17, 18 and 21 shall survive the termination of this Contract.

26.0 SPECIAL PROVISIONS
This Contract is subject to, and Contractor shall comply with, the special provisions referenced in Exhibit E, if any.

27.0 EXHIBITS
All documents referenced as exhibits in this Contract, or referenced in an exhibit to this Contract, are incorporated herein.

28.0 APPLICABLE LAW, VENUE
This Contract shall be construed and enforced under the laws of the State of California. If any action is commenced by any Party to this Contract, such action shall be filed in a court of competent jurisdiction within the County of San Diego, California.

29.0 Pursuant to Section 1781 of the Labor Code, Contractor is advised that certain work contemplated in this contract may be subject to the payment of prevailing wages and all other requirements of the Prevailing Wage Law. The prevailing wage of each job classification may be found by inquiry with the California Department of Industrial Relations. Contractor shall comply with all laws related to the performance of public work including, but not limited to, the employment of apprentices pursuant to Section 1777.5 of the Labor Code, work day/week hours and overtime rates pursuant to Sections 1813 and 1815 of the Labor Code and the obligation set forth in Sections 1774–1776 of the Labor Code in regards to payment of prevailing wages and to provide the City and the Department of Industrial Relations certified payrolls when required. A certified copy of all payroll records relative to this project shall be submitted to the City along with the related invoice. Receipt of certified payroll records is a prerequisite to receiving payment.

No Contractor or sub-Contractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. No Contractor or sub-Contractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5. All Contractors and sub-Contractors must furnish electronic certified payroll records to the Labor Commissioner. This requirement applies to all public works projects, whether new or ongoing. Contractor is 11/12/2025
C4
12 of 46
00044811 3 10 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages further advised that any prevailing wage work contemplated herein is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

30.0 COUNTERPARTS; ELECTRONIC SIGNATURES; ELECTRONIC DELIVERY This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven.

Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).

31.0 MODIFICATIONS
This Contract contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations, and rights of the Parties in respect of each other regarding the subject matter of this Contract. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Contract shall be valid unless it is in writing and signed by all Parties.

11/12/2025
C4
13 of 46
00044811 3 11 of 11 HONEYWELL INTERNATIONAL INC.

City Services - Non-Construction - No RFP –Prevailing Wages

32.0 EXECUTION
IN WITNESS WHEREOF; the Parties hereto have executed this Contract as of the Contract Date.

“City”

CITY OF VISTA, a chartered municipal
corporation

By:

JOHN B. FRANKLIN, MAYOR

ATTEST:

KATHY VALDEZ, CITY CLERK

By:

APPROVED AS TO FORM:

WALTER CHUNG, CITY ATTORNEY

By:

RISK MANAGEMENT REVIEW:

ANALISA HOLBROOK, RISK MANAGER

By:
“Contractor”

HONEYWELL INTERNATIONAL INC., a
California corporation

By:

Name/Title

By:

Name/Title

APPROVED
Amanda L. Guy
20251030214314
11/12/2025
C4
14 of 46

00044811 3 Exhibit A

EXHIBIT A
CONTRACTOR’S PROPOSAL

11/12/2025
C4
15 of 46
US DIGITAL DESIGNS Author: JA
by Honeywell Date: 10/31/2025
1150 W Grove Pkwy St #110 Expires: 1/29/2026
Tempe, AZ 85283 Proposal: CA_VSTA007 v6
Quotation to:

City of Vista, CA
Vista Fire Department
Project:

G2 Fire Station Alerting System
Five (5) Station Systems
Pricing pursuant to the Master Price Agreement entered into between League of Oregon Cities (LOC) and USDD, and made available to members of the National Purchasing Partners, LLC, dba Public Safety GPO, dba Law Enforcement GPO, and dba NPPgov - Contract #PS20350. More information available at: https://nppgov.com/contract/honeywell/ Vista Fire Department is a member: M-5724943
William Butler
Sr. Territory Manager
(602)-687-1733
(602)-687-1730
[email protected]
stationalerting.com
Installation by:

Valiant Technologies

This proposal is subject to corrections due to errors or omissions PROPRIETARY and CONFIDENTIAL Page 1 of 17
11/12/2025
C4
16 of 46
US DIGITAL DESIGNS Date: 10/31/2025
by Honeywell Expires: 1/29/2026
Proposal: CA_VSTA007 v6
Quote Submitted To:

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

USDD.CA_VSTA.ALL_STATIONS.FSA.2025.09.19

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 ATX-EXP G2 Expansion Kit 1 $ 7,838.00 $ 7,054.20 $ 7,054.20 UPS-STD ATX UPS, Standard 2 $ 1,017.64 $ 915.88 $ 1,831.76 UPS-WMB Wall-Mount for UPS (Shelf/Bracket) 2 $ 77.25 $ 69.53 $ 139.06

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price CIR G2 Color Indicator Remote 6 $ 1,043.90 $ 939.51 $ 5,637.06 CIR-SMB G2 Color Indicator Remote Back Box 6 $ 165.10 $ 148.59 $ 891.54 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 4 $ 1,753.75 $ 1,578.38 $ 6,313.52 MS-G-M G2 Message Sign Mini 2 $ 1,258.13 $ 1,132.32 $ 2,264.64 MS-G-S G2 Message Sign Standard 6 $ 1,575.00 $ 1,417.50 $ 8,505.00 MS-AP-D MS-G Double Adapter Plate 2 $ 75.00 $ 67.50 $ 135.00 MS-MNT MS Mount - Articulating 2 $ 390.00 $ 351.00 $ 702.00 RR-2 G2 Room Remote 2 10 $ 2,275.35 $ 2,047.82 $ 20,478.20 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 36 $ 374.00 $ 336.60 $ 12,117.60 SPK-OAS G2 Speaker - OmniAlertStrobe 2 $ 1,575.00 $ 1,417.50 $ 2,835.00 SPK-STD-FM Speaker - Standard, Flush Mount 14 $ 132.30 $ 119.07 $ 1,666.98 SPK-STD-SM Speaker - Standard, Surface Mount (Metal Box) 1 $ 132.30 $ 119.07 $ 119.07 SPK-W-SM Speaker - Weatherized, Surface Mount 2 $ 373.75 $ 336.38 $ 672.76 STR-2 G2 Strobe Light / Red LED 1 $ 661.50 $ 595.35 $ 595.35 PROPRIETARY and CONFIDENTIAL FS01 Page 2 of 17
11/12/2025
C4
17 of 46

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies, Includes all prevailing wages necessary. 1 $ 99,707.52 $ 89,736.77 $ 89,736.77 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 $ 2,212.00 $ 2,212.00 $ 2,212.00

STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Part No. Description 1 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 $ 10,491.29 $ 9,442.16 No Charge STATION 01
Equipment Only: 94,421.62$
System: 188,658.39$
Shipping: 2,212.00$
Warranty & Support: -$
Estimated Tax: 7,789.78$
Station Subtotal: 198,660.17$
PROPRIETARY and CONFIDENTIAL FS01 Page 3 of 17
11/12/2025
C4
18 of 46
US DIGITAL DESIGNS Date: 10/31/2025
by Honeywell Expires: 1/29/2026
Proposal: CA_VSTA007 v6
Quote Submitted To:

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

USDD.CA_VSTA.ALL_STATIONS.FSA.2025.09.19

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 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 2 $ 1,753.75 $ 1,578.38 $ 3,156.76 MS-G-M G2 Message Sign Mini 2 $ 1,258.13 $ 1,132.32 $ 2,264.64 MS-G-S G2 Message Sign Standard 4 $ 1,575.00 $ 1,417.50 $ 5,670.00 MS-AP-D MS-G Double Adapter Plate 2 $ 75.00 $ 67.50 $ 135.00 MS-MNT MS Mount - Articulating 2 $ 390.00 $ 351.00 $ 702.00 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 11 $ 374.00 $ 336.60 $ 3,702.60 SPK-OAS G2 Speaker - OmniAlertStrobe 2 $ 1,575.00 $ 1,417.50 $ 2,835.00 SPK-STD-FM Speaker - Standard, Flush Mount 9 $ 132.30 $ 119.07 $ 1,071.63 SPK-W-SM Speaker - Weatherized, Surface Mount 3 $ 373.75 $ 336.38 $ 1,009.14 STR-2 G2 Strobe Light / Red LED 1 $ 661.50 $ 595.35 $ 595.35

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies, Includes all prevailing wages necessary. 1 $ 49,472.28 $ 44,525.05 $ 44,525.05 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 $ 1,072.00 $ 1,072.00 $ 1,072.00 PROPRIETARY and CONFIDENTIAL FS02 Page 4 of 17
11/12/2025
C4
19 of 46

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 $ 5,066.64 $ 4,559.98 No Charge STATION 02
Equipment Only: 45,599.76$
System: 94,624.81$
Shipping: 1,072.00$
Warranty & Support: -$
Estimated Tax: 3,761.98$
Station Subtotal: 99,458.79$
PROPRIETARY and CONFIDENTIAL FS02 Page 5 of 17
11/12/2025
C4
20 of 46
US DIGITAL DESIGNS Date: 10/31/2025
by Honeywell Expires: 1/29/2026
Proposal: CA_VSTA007 v6
Quote Submitted To:

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

USDD.CA_VSTA.ALL_STATIONS.FSA.2025.09.19

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price CIR G2 Color Indicator Remote 4 $ 1,043.90 $ 939.51 $ 3,758.04 CIR-SMB G2 Color Indicator Remote Back Box 4 $ 165.10 $ 148.59 $ 594.36 PB-B Push Button, Standard (Black) 2 $ 126.50 $ 113.85 $ 227.70 PB-R Push Button, Emergency (Red) 1 $ 126.50 $ 113.85 $ 113.85 MR-2 G2 Message Remote 2 2 $ 1,753.75 $ 1,578.38 $ 3,156.76 MS-G-M G2 Message Sign Mini 2 $ 1,258.13 $ 1,132.32 $ 2,264.64 MS-G-S G2 Message Sign Standard 4 $ 1,575.00 $ 1,417.50 $ 5,670.00 MS-AP-D MS-G Double Adapter Plate 2 $ 75.00 $ 67.50 $ 135.00 MS-MNT MS Mount - Articulating 2 $ 390.00 $ 351.00 $ 702.00 RR-2 G2 Room Remote 2 5 $ 2,275.35 $ 2,047.82 $ 10,239.10 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 15 $ 374.00 $ 336.60 $ 5,049.00 SPK-OAS G2 Speaker - OmniAlertStrobe 2 $ 1,575.00 $ 1,417.50 $ 2,835.00 SPK-STD-FM Speaker - Standard, Flush Mount 8 $ 132.30 $ 119.07 $ 952.56 SPK-W-SM Speaker - Weatherized, Surface Mount 3 $ 373.75 $ 336.38 $ 1,009.14 STR-2 G2 Strobe Light / Red LED 1 $ 661.50 $ 595.35 $ 595.35 PROPRIETARY and CONFIDENTIAL FS04 Page 6 of 17
11/12/2025
C4
21 of 46

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies, Includes all prevailing wages necessary. 1 $ 73,722.00 $ 66,349.80 $ 66,349.80 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 $ 1,539.00 $ 1,539.00 $ 1,539.00

1.0 $ 7,618.08 $ 6,856.27 No Charge STATION 04
Equipment Only: 68,562.70$
System: 139,412.50$
Shipping: 1,539.00$
Warranty & Support: -$
Estimated Tax: 5,656.42$
Station Subtotal: 146,607.92$
PROPRIETARY and CONFIDENTIAL FS04 Page 7 of 17
11/12/2025
C4
22 of 46
US DIGITAL DESIGNS Date: 10/31/2025
by Honeywell Expires: 1/29/2026
Proposal: CA_VSTA007 v6
Quote Submitted To:

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

USDD.CA_VSTA.ALL_STATIONS.FSA.2025.09.19

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price CIR G2 Color Indicator Remote 7 $ 1,043.90 $ 939.51 $ 6,576.57 CIR-SMB G2 Color Indicator Remote Back Box 7 $ 165.10 $ 148.59 $ 1,040.13 PB-B Push Button, Standard (Black) 2 $ 126.50 $ 113.85 $ 227.70 PB-R Push Button, Emergency (Red) 2 $ 126.50 $ 113.85 $ 227.70 MR-2 G2 Message Remote 2 2 $ 1,753.75 $ 1,578.38 $ 3,156.76 MS-G-M G2 Message Sign Mini 2 $ 1,258.13 $ 1,132.32 $ 2,264.64 MS-G-S G2 Message Sign Standard 5 $ 1,575.00 $ 1,417.50 $ 7,087.50 MS-AP-D MS-G Double Adapter Plate 2 $ 75.00 $ 67.50 $ 135.00 MS-MNT MS Mount - Articulating 2 $ 390.00 $ 351.00 $ 702.00 RR-2 G2 Room Remote 2 10 $ 2,275.35 $ 2,047.82 $ 20,478.20 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 27 $ 374.00 $ 336.60 $ 9,088.20 SPK-OAS G2 Speaker - OmniAlertStrobe 2 $ 1,575.00 $ 1,417.50 $ 2,835.00 SPK-STD-FM Speaker - Standard, Flush Mount 14 $ 132.30 $ 119.07 $ 1,666.98 SPK-W-SM Speaker - Weatherized, Surface Mount 3 $ 373.75 $ 336.38 $ 1,009.14 STR-2 G2 Strobe Light / Red LED 1 $ 661.50 $ 595.35 $ 595.35 PROPRIETARY and CONFIDENTIAL FS05 Page 8 of 17
11/12/2025
C4
23 of 46

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies, Includes all prevailing wages necessary. 1 $ 93,297.60 $ 83,967.84 $ 83,967.84 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 $ 2,037.00 $ 2,037.00 $ 2,037.00

1.0 $ 9,816.79 $ 8,835.11 No Charge STATION 05
Equipment Only: 88,351.07$
System: 176,818.91$
Shipping: 2,037.00$
Warranty & Support: -$
Estimated Tax: 7,288.96$
Station Subtotal: 186,144.87$
PROPRIETARY and CONFIDENTIAL FS05 Page 9 of 17
11/12/2025
C4
24 of 46
US DIGITAL DESIGNS Date: 10/31/2025
by Honeywell Expires: 1/29/2026
Proposal: CA_VSTA007 v6
Quote Submitted To:

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

USDD.CA_VSTA.ALL_STATIONS.FSA.2025.09.19

STATION SYSTEM PERIPHERAL COMPONENTS
Part No. Description Quantity US List Unit Unit Price Extended Price CIR G2 Color Indicator Remote 6 $ 1,043.90 $ 939.51 $ 5,637.06 CIR-SMB G2 Color Indicator Remote Back Box 6 $ 165.10 $ 148.59 $ 891.54 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 2 $ 1,753.75 $ 1,578.38 $ 3,156.76 MS-G-M G2 Message Sign Mini 2 $ 1,258.13 $ 1,132.32 $ 2,264.64 MS-G-S G2 Message Sign Standard 6 $ 1,575.00 $ 1,417.50 $ 8,505.00 MS-AP-D MS-G Double Adapter Plate 2 $ 75.00 $ 67.50 $ 135.00 MS-MNT MS Mount - Articulating 2 $ 390.00 $ 351.00 $ 702.00 RR-2 G2 Room Remote 2 9 $ 2,275.35 $ 2,047.82 $ 18,430.38 SPK-LED-FM G2 Speaker - LED Illuminated, Flush Mount 26 $ 374.00 $ 336.60 $ 8,751.60 SPK-OAS G2 Speaker - OmniAlertStrobe 2 $ 1,575.00 $ 1,417.50 $ 2,835.00 SPK-STD-FM Speaker - Standard, Flush Mount 12 $ 132.30 $ 119.07 $ 1,428.84 SPK-W-SM Speaker - Weatherized, Surface Mount 3 $ 373.75 $ 336.38 $ 1,009.14 STR-2 G2 Strobe Light / Red LED 1 $ 661.50 $ 595.35 $ 595.35 PROPRIETARY and CONFIDENTIAL FS06 Page 10 of 17
11/12/2025
C4
25 of 46

STATION SYSTEM SERVICES
Part No. Description Quantity US List Unit Unit Price Extended Price ST-INST Station Installation by Valiant Technologies, Includes all prevailing wages necessary. 1 $ 90,641.76 $ 81,577.58 $ 81,577.58 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 $ 1,951.00 $ 1,951.00 $ 1,951.00

1.0 $ 9,536.69 $ 8,583.02 No Charge STATION 06
Equipment Only: 85,830.21$
System: 171,907.79$
Shipping: 1,951.00$
Warranty & Support: -$
Estimated Tax: 7,080.99$
Station Subtotal: 180,939.78$
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 17
11/12/2025
C4
26 of 46
US DIGITAL DESIGNS Date: 10/31/2025
by Honeywell Expires: 1/29/2026
Proposal: CA_VSTA007 v6
Quote Submitted To:

City of Vista, CA
Vista Fire Department
Unless Otherwise Noted, All Prices are $USD
STATION 01 SYSTEM: 190,870.39$
STATION 01 WARRANTY & SUPPORT: -$
STATION 01 ESTIMATED TAX: 7,789.78$
STATION 02 SYSTEM: 95,696.81$
STATION 02 WARRANTY & SUPPORT: -$
STATION 02 ESTIMATED TAX: 3,761.98$
STATION 04 SYSTEM: 140,951.50$
STATION 04 WARRANTY & SUPPORT: -$
STATION 04 ESTIMATED TAX: 5,656.42$
STATION 05 SYSTEM: 178,855.91$
STATION 05 WARRANTY & SUPPORT: -$
STATION 05 ESTIMATED TAX: 7,288.96$
STATION 06 SYSTEM: 173,858.79$
STATION 06 WARRANTY & SUPPORT: -$
STATION 06 ESTIMATED TAX: 7,080.99$
Station-Level Subtotal: 811,811.54$
Performance/Payment Bond Premium: 3,165.60$
Equipment & Warranty Total: 780,233.40$
Tax Total: 31,578.14$
US Digital Designs System Total: 814,977.14$
(TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement Dispatch or station level training is not included in this proposal. Contact your Regional Territory Manager to schedule additional training if needed
Section Totals
Notes: Five (5) Station Systems currently included in this proposal with installation by Valiant Technologies, Includes all prevailing wages necessary
PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 12 of 17 11/12/2025
C4
27 of 46

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 13 of 17 11/12/2025
C4
28 of 46

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.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 17 11/12/2025
C4
29 of 46

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.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 15 of 17 11/12/2025
C4
30 of 46

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.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 16 of 17 11/12/2025
C4
31 of 46

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.

PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 17 of 17 11/12/2025
C4
32 of 46

NEW SYSTEM WARRANTY

1. Warranty. Subject to the terms, conditions and limitations contained herein, Honeywell International, Inc., through its US Digital Designs group (“Honeywell”) warrants and guarantees its products purchased and integrated into Customer’s Phoenix G2 Fire Station Alerting System for a period of 12-months from the Customer’s Go-Live Date with the Phoenix G2 System (“Warranty Period”). The Customer's rights and remedies with respect to any defect in the material or workmanship of the System (as defined below) shall be limited exclusively to the rights and remedies set forth herein (the “Warranty”).

2. Definitions.

a. “Authorized Contact” mean a person appointed by Customer who is authorized to make use of the Support Services (as defined below);

b. “Emergency Support” means telephone access for Customer’s Authorized Contacts to Honeywell’s senior staff and engineers in the event of a Mission Critical Failure;

c. “Go-Live” means the date on which an authorized Honeywell technician has inspected and approved station installations, confirmed that all connections and start-up configurations are properly working, and conducted tests between stations and the dispatch centers confirming the System can send and receive alerts through the configured communication pathways.

d. “Hardware” means all physically tangible electro-mechanical systems or sub- systems and associated documentation provided to Customer by Honeywell; Hardware does not include any components, hardware, or software provided by third parties including, without limitation, Customer’s computers, laptops, computer peripherals, monitors, televisions, routers, switches, operating systems, computer programs, applications, the Phoenix G2 FSA Mobile Application for iOS and Android mobile devices, internet and network connections, and any other parts or items not provided to Customer directly by Honeywell, nor does Hardware include any televisions or monitors manufactured by third parties, even if Honeywell provided such televisions or monitors to Customer;

e. “Mission Critical Failure” means a defect in the materials or workmanship of the System causes any fire station served by the System to be incapable of 11/12/2025
C4
33 of 46
receiving dispatches through all communications paths; provided, however, that any such failure caused by third party products or software, operator error, internet or telephony service outages, misuse or neglect of the System, or any other cause outside of Honeywell’s control, including, without limitation, lightning strike, power surges or other acts of God does not constitute a Mission Critical Failure;

f. “Product” or “Products” mean the Hardware, Software and other tangible goods, equipment, supplies, and components included in the System (as defined below);

g. “Software” means software programs, including both standalone and embedded software, firmware in executable code form, including any updates, upgrades, and patches thereto, as well as any relevant documentation, that are licensed to Customer by Honeywell for use in connection with the System, including, without limitation the Phoenix G2 FSA Mobile Application for iOS and Android mobile devices;

h. “Support Services” mean those services provided by Honeywell which are set forth in this Agreement, including, without limitation, Hardware warranty service, Software updates, and support and maintenance for the System (including, without limitation, Emergency Support Services) during the Warranty Period; and

i. “System” means all Hardware and Software purchased by Customer, either directly from Honeywell or from authorized Honeywell reseller, under any contract, purchase order, or arrangement that is used exclusively by Customer as part of its Phoenix G2 Fire Station Alerting System; provided, however, that the term “System” specifically excludes any components, hardware, or software provided by third parties including, without limitation, Customer’s computers, laptops, computer peripherals, monitors, televisions, routers, switches, operating systems, computer programs, applications, internet and network connections, and any other parts or items not provided to Customer directly by Honeywell.

3. System Maintenance and Support. During the Warranty Period, Honeywell agrees to provide the Support Services to Customer. Subject to all other terms and conditions contained in the Agreement, the Services shall include the following:

a. Technical phone support Monday through Friday from 08:00 to 17:00 MST, excluding Honeywell holidays;

b. Remote access support Monday through Friday from 08:00 to 17:00 MST, excluding Honeywell holidays;

c. 24 hour per day telephone access for Customer’s Authorized Contact to Honeywell’s senior staff and engineers in the event of a Mission Critical Failure;

d. Updates for all System Software, as and when released by Honeywell; and

11/12/2025
C4
34 of 46
e. Advance replacement of defective or malfunctioning Hardware, subject to Honeywell's Return Material Authorization (“RMA”) Process described below.

4. Support Services Requests. Prior to requesting Support Services, Customer is encouraged to review Honeywell’s online help resources. Thereafter, to make a valid claim hereunder, Customer must contact Honeywell technical support and describe the problem or defect with specificity (a “Support Service Request”). The first such contact must occur during the Warranty Period. Honeywell’s technical support contact information can be found on Honeywell’s web site: http://stationalerting.com/service-support/. Customer must use its best efforts to assist in diagnosing defects, follow Honeywell’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve Honeywell of any further obligation hereunder.

5. Replacement Hardware. If a defect with the Hardware arises and Customer makes a valid Support Service Request within the Warranty Period, Customer shall initiate the RMA process as described below. Upon approval, Honeywell will cause shipment of a replacement Hardware component to Customer prior to the defective Hardware component being returned to Honeywell for repair. The replacement Hardware will be new or equivalent to new in performance and reliability and at least functionally equivalent to the original Hardware.

When Hardware is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of Honeywell. Replaced Hardware provided by Honeywell in fulfillment of the Support Services must be used in the System to which this Agreement applies.

6. Return Material Authorization Process. If a Customer makes a claim for an advanced replacement of a Hardware component during the Warranty Period, Customer must initiate an 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.

7. No Fault Found. Honeywell reserves the right to charge 50% of the standard repair price if the returned Hardware is found to have no defect under the Warranty. Customer understands that this fee is intended to discourage return of Hardware prior to proper troubleshooting or because the Hardware is “old.” Hardware returns will not be allowed if, upon examination of the returned Hardware component, it is determined that the Hardware was subjected to accident, misuse, neglect, alteration, improper installation, unauthorized 11/12/2025
C4
35 of 46
repair, or improper testing. In such event, Honeywell shall invoice Customer for the full market value of the replacement Hardware.

8. Mission Critical Failure. Customer’s use of Emergency Support in the absence of a Mission Critical Failure shall constitute additional services not covered by this Warranty and the time expended will be charged at Honeywell’s then current rates.

9. Authorized Support Contacts. In order to facilitate Honeywell’s delivery of the Support Services, Customer shall appoint a minimum of one and a maximum of three Authorized Contacts. The Customer must ensure that the Authorized Contacts have adequate expertise and experience to make an accurate description of malfunctions to make it possible for Honeywell to handle reports efficiently. Customer is responsible to select those personnel for this task who are suitable for it by means of training and function, and who have knowledge of Customer’s network, hardware, and software systems. The Authorized Contacts must also have completed Honeywell product training.

At least one Authorized Contact should be available to assist Honeywell as needed during the support process. Authorized Contacts are responsible for coordinating any actions needed by Customer’s personnel or contractors including obtaining additional information from field or dispatch personnel, data network, or communications system troubleshooting, and physical inspection or actions on the System components.

10. Customer Facilitation of Support Services. In order for Honeywell to undertake its Support Service obligations, Customer will be responsible for providing the following:

a. Remote access to the System, as more specifically described below;

b. The procurement and/or provision of all computers, peripherals, and consumables (collectively “Customer Equipment”), including printer paper, toner, and ink necessary for the operation, testing, troubleshooting, and functionality of the System;

c. Any configuration and regular maintenance that is normally undertaken by the user or operator as described in the operating manual for the Customer Equipment, including the replacement of UPS batteries, as necessary;

d. Providing a stable means of data transmission between the System Gateway and each fire station serviced by the System necessary for the installation, testing and functionality of the System; such means of data transmission may include, but are not limited to, TCP/IP, data modems, leased lines, radios, etc.;

e. The correct use of the System in accordance with Honeywell’s operating instructions; and

f. The security and integrity of the System.

11. Remote Access. Honeywell requires remote network access to the Customer’s System, including its communications gateways, station controllers, and other Honeywell- supplied equipment through Secure Shell (SSH) to perform implementation and Support 11/12/2025
C4
36 of 46
Service tasks under this Agreement. Customer will provide Honeywell support personnel VPN or similar remote network access to the System for Honeywell support personnel (“Customer Support”) to effectively troubleshoot critical or complex problems and to expedite resolution of such issues. Remote network access is also used to install core System software upgrades and customized software. Honeywell will only access Customer’s System with the knowledge and consent of Customer.

a. Alternative to Network Access. If the Customer elects not to provide remote network access to the System, then Honeywell may not be able to perform some support functions. Customers that elect not to routinely provide network access may temporarily reinstate this access to allow Honeywell to perform the above services. The following services will not be performed without this access:

• System software upgrades
• System software customization
• Network troubleshooting assistance including packet capture and network monitoring on Honeywell devices
• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer

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

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

12. Exclusions and Limitations of Liability. Honeywell does not warrant that the operation of the System, Hardware, Software, or any related peripherals will be uninterrupted or error-free. Honeywell is not responsible for damage arising from Customer’s failure to follow instructions relating to the System’s use. This Warranty does not apply to any Hardware or Software not used in conjunction with the System and for its intended purpose. This Warranty does not apply to monitors or televisions manufactured by third parties. Recovery and reinstallation of Hardware and user data (including passwords) are not covered under this Warranty. This Warranty does not apply to: (a) consumable parts, such as batteries, unless damage has occurred due to a defect in materials or workmanship; (b) cosmetic damage, including but not limited to scratches, dents and broken plastic on ports; (c) damage caused by use with non-Honeywell products; (d) damage caused by accident, abuse, misuse, flood, lightning, fire, earthquake or other external causes; (e) damage caused by operating the Product outside the permitted or intended uses described by Honeywell; (f) damage or failure caused by installation or service (including upgrades and expansions) performed by anyone who is not a representative of Honeywell or a Honeywell authorized installer or service provider; (g) a Product or part that has been modified to alter 11/12/2025
C4
37 of 46
functionality or capability without the written permission of Honeywell; or (h) to any Product from which the serial number has been removed or defaced.

TO THE EXTENT PERMITTED BY LAW, THIS WARRANTY AND THE REMEDIES SET FORTH ABOVE

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

APPLICABLE LAW, HONEYWELL SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR

IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If Honeywell cannot lawfully disclaim statutory or implied warranties, then, to the extent permitted by law, all such warranties shall be limited in duration to the duration of this express Warranty and to repair or replacement service as determined by Honeywell in its sole discretion. No reseller, agent, or employee is authorized to make any modification, extension, or addition to this Warranty. If any term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms shall not be affected or impaired.

EXCEPT AS PROVIDED IN THIS WARRANTY AND TO THE EXTENT PERMITTED BY LAW,

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

CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION, OR

UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF

REVENUE, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF REPUTATION, AND LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA. HONEYWELL IS

NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED INCLUDING THE

REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF RECOVERING PROGRAMMING OR

REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH HONEYWELL PRODUCTS, AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.

ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THIS WARRANTY. HONEYWELL’S AGGREGATE LIABILITY IN CONNECTION WITH THIS WARRANTY

SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO HONEYWELL FOR THE PRODUCTS GIVING RISE TO THE CLAIM. CUSTOMER SHALL NOT BRING A

LEGAL OR EQUITABLE ACTION AGAINST HONEYWELL MORE THAN ONE YEAR AFTER THE FIRST

EVENT GIVING RISE TO A CAUSE OF ACTION, UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW. Honeywell disclaims any representation that it will be able to repair any Hardware under this Warranty or make a product exchange without risk to or loss of the programs or data stored thereon.

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

14. Force Majeure. Except for Customer’s duty to pay sums due hereunder, neither Honeywell nor Customer will be liable to the other for any failure to meet its obligations due to any Force Majeure Event. As used herein, a “Force Majeure Event” is one that is beyond the reasonable control of the non-performing party and may include, but is not limited to: (a) delays or refusals to grant an export license or the suspension or revocation thereof, (b) embargoes, blockages, seizure or freeze of assets, or any other acts of any government that would limit a Party’s ability to perform the Contract, (c) fires, earthquakes, floods, tropical storms, hurricanes, tornadoes, severe weather conditions, or any other acts of God, (d) quarantines, pandemics, or regional medical crises, (e) labor strikes, lockouts, or pandemic 11/12/2025
C4
38 of 46
worker shortages, (f) riots, strife, insurrection, civil disobedience, landowner disturbances, armed conflict, terrorism or war, declared or not (or impending threat of any of the foregoing, if such threat might reasonably be expected to cause injury to people or property), and (g) shortages or inability to obtain materials or components. The Party unable to fulfill its obligations due to Force Majeure will promptly:

a. notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and

b. use responsible efforts to mitigate and/or perform its obligations.

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

11/12/2025
C4
39 of 46

EXHIBIT B

NOT APPLICABLE TO THIS CONTRACT

11/12/2025
C4
40 of 46

00044811 3 Exhibit C

EXHIBIT C

INSURANCE REQUIREMENTS
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors. Nothing in these provisions shall limit Contractor’s Duty of Indemnification.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

Contractor shall also provide the additional coverages checked below and at least as broad as:

4. Professional Liability, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

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

Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the Contractor shall cause the insurer to reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
11/12/2025
C4
41 of 46

00044811 3 Exhibit C

2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects City, its officers, officials, employees, and volunteers. Any insurance or self- insurance maintained by City, its officers, officials, employees, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to City.

Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract 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 contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

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

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

Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the Contractor, its employees, agents and subcontractors.

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

Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

11/12/2025
C4
42 of 46

00044811 3 Exhibit C
Surety Bonds
Contractor shall provide the following Surety Bonds if checked:

1. Bid Bond.

2. Payment Bond and Performance Bond.

3. Maintenance Bond.

The Payment Bond and the Performance Bond shall be in an amount equal to the Contract Ceiling Price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year a Maintenance Bond equal to 10% of the Contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

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 circumstances. 11/12/2025
C4
43 of 46

00044811 3 Exhibit D

EXHIBIT D

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS

TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID
[Labor Code §§ 1720, 1771.1, 1725.5, 1773.3, 1773.8, 1775, 1776, 1777.5, 1813, 1860, 1861, 3700] The undersigned Contractor certifies that it is aware of and hereby agrees to fully comply with the following provisions of California law:

1. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)]. No contractor or subcontractor of any tier may be awarded a contract for public work on a public works project without proof of registration with the Department of Industrial Relations pursuant to Labor Code secti on 1725.5.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

2. Contractor acknowledges that this contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works and the awarding public agency (“Agency”) and agrees to be bound by all the provisions thereof as though set forth in full herein.

3. Contractor agrees to comply with the provisions of California Labor Code Section 1773.8 which requires the payment of travel and subsistence payments to each worker needed to execute the work to the extent required by law.

4. Contractor agrees to comply with the provisions of California Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the Agency, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the contract by Contractor or by any subcontractor.

5. Contractor agrees to comply with the provisions of California Labor Code Section 1776 which require Contractor and each subcontractor to (1) keep accurate payroll records, (2) certify and make such payroll records available for inspection as provided by S ection 1776, and (3) inform the Agency of the location of the records. The Contractor is responsible for compliance with Section 1776 by itself and all of its subcontractors.

6. Contractor agrees to comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects, and further agrees that Contractor is responsible for compliance with Section 1777.5 by itself and all of its subcontractors.

7. Contractor agrees to comply with the provisions of California Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the Agency, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the pro visions of Division 2, Part 7, Chapter 1, Article 3 of the California Labor Code.

8. Registrations under Section 1725.5 expire annually at the end of June, and Contractor is responsible for verifying the renewal status of each subcontractor, of any tier, working on this Contract, and providing City with an updated list of all subcontractors and their registration status. Subcontractors who do not timely renew their registration must be removed from the job site until they are registered. The removal of a subcontractor for failure to be registered shall not be cause for any extension of t ime or additional compensation of any nature under the Contract.

9. Contractor shall provide to City, as a condition precedent to the payment of Contractor’s final retention, a complete list of all subcontractors who have worked on the Project, including their registration numbers. This list must be provided at least 30days prior to the payment of the final retention and shall be submitted under penalty of perjury.
11/12/2025
C4
44 of 46

00044811 3 Exhibit D

10. To the fullest extent permitted by law and without limitation by the other provisions of this Contract relating to indemnification and insurance, Contractor shall also indemnify, defend and hold harmless City, and its directors, officers, employees and agents from and against all liability, excluding penalties assessed against City under Labor Code Section 1773.3, but including, without limitation, associated investigation and administrative expenses, defense costs, reasonable attorneys' fees, expert wi tness fees, court costs, and costs of alternative dispute resolution, resulting from Contractor’s failure to comply with the provisions of this section and of Article 2, Chapter 1, Part 7, Division 2 of the California Labor Code with respect to Contractor, all subcontractors of any tier, and their respective employees working under this Contract.

11. California Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with suc h provisions before commencing the performance of the work of this contract.”
Signature Date
Name/Title Company:
11/12/2025
C4
45 of 46

00044811 3 Exhibit E

EXHIBIT E

SPECIAL PROVISIONS
This Contract is subject to the following provisions, if checked:

1. State of California grant conditions, as attached.

2. Federal grant conditions, as attached.

3. Other conditions, as attached.

11/12/2025
C4
46 of 46

Vista City CouncilNovember 12, 2025

Vista City Council
November 12, 2025