8887 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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8887
Kayla Clark
Not Applicable
Fire Station Alerting Maintenance and Licensing
FILE
OCTOBER 21, 2030
OCTOBER 21, 2025
25-1886
Contract 8887
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND HONEYWELL INTERNATIONAL INC.
(Contract #8887)
THIS CONTRACT is made and entered into this date _______________________, by
and between Honeywell International Inc. an Delaware corporation, whose address 1150 W. Grove
Parkway, Suite 110, Tempe, Arizona 85283, hereinafter referred to as “Contractor,” and the CITY
OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as “City,” to
be effective upon approval of the Denton City Council and subsequent execution of this Contract
by the Denton City Manager or their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide services in accordance with the City’s File#8887 - Fire Station
Alerting Maintenance and Licensing, a copy of which is on file at the office of Purchasing Agent
and incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) US Digital Designs Service Agreement and Mobile App End User License
Agreement (Exhibit “B”);
(c) Certificate of Interested Parties Electronic Filing (Exhibit “C”);
(d) Insurance Requirements (Exhibit “D”);
(e) Contractor’s Proposal (“Contractor’s Offer”) (Exhibit “E”);
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit “F”)
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
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Contract 8887
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the Contract. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
Contract, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of this Contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
Section 2252 of the Texas Government Code restricts City from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter
2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under
this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year
and day first above written.
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CONTRACTOR
BY: _____________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST:
INGRID REX, INTERIM CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
CITY OF DENTON, TEXAS
BY: ____________________________
SARA HENSLEY
CITY MANAGER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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susheel.tenguria@honeywell.com
Susheel.tenguria@honeywell.com
Susheel tenguria
Vice President
8475216680
Fire
Fire Chief
Kenneth Hedges
2025-1355307
Contract 8887
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $348,949. Pricing shall be per Exhibit E attached.
2. The Quantities
The quantities indicated on Exhibit E are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be three (3) years, effective from date of award (the “Initial Term”). The
City and the Contractor shall have the option to renew this contract for an additional two (2) one-year
periods (each an “Additional Term”).
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Contractor’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
4. Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The Contractor should provide documentation as percentage of each cost
associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Contractor must
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also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards as outlined below:
• Delivery beyond contracted lead times
• Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
6. Tax Exempt
No taxes shall be included in the invoice. City is exempt from the payment of taxes and the
purchase order serves as the required exemption certificate for tax exemption. The City
will provide other exemption certificates or documentation confirming its tax-exempt status
as requested.
7. No Excess Obligations
In the event the Contract spans multiple fiscal years, the City’s continuing performance under
the Contract is contingent upon the appropriation of funds to fulfill the requirements of the
Contract by the City Council of the City of Denton. If the City Council of the City of Denton
fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that
City may terminate the Contract without penalty, further duty, or obligation.
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8. Delivery Delivery shall be FOB Destination.
9. Public Information
City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t
Code Chapter 552, and other applicable law or court orders. If requested, Contractor shall make
public information available to City in an electronic format, and any portions of records
claimed by the Contractor to be proprietary must be clearly marked as such.
10. Insurance
City is insured for general liability insurance under a self-insurance program covering its
limits of liability. The parties agree that such self- insurance by City shall, without further
requirement, satisfy all insurance obligations of City under the Contract.
11. INDEMNITY
THE CONTRACTOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE
CITY AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND
AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND
EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE
ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY CITY, AND INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH
AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR
OMISSIONS OF THE CONTRACTOR OR ITS OFFICERS, SHAREHOLDERS,
AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE
EXECUTION, OPERATION, OR PERFORMANCE OF THE CONTRACT. Nothing in this
Contract shall be construed to create a liability to any person who is not a party to this
Contract, and nothing herein shall waive any of the parties’ defenses, both at law or
equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Contract, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
12. Limitations
City is subject to constitutional and statutory limitations on its ability to enter into certain terms
and conditions of the Contract, which may include those terms and conditions relating to: liens
on City property; disclaimers and limitations of warranties; disclaimers and limitation of
liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another
party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute
resolution; and indemnities. Terms and conditions relating to these limitations will not be
binding on City, except to the extent not prohibited by the Constitution and the laws of the State
of Texas.
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Exhibit B
SERVICE AGREEMENT
This Service Agreement (“Agreement”) is made by and between Honeywell International Inc.,
through its US Digital Designs group (“Honeywell”), with its principal place of business at 1150
W. Grove Parkway, Suite 110, Tempe, Arizona 85283, and the following entity (“Customer”):
City of Denton
Attn: Lindsey Garrison
215 East McKinney Street
Denton, TX 76209
Email: lindsey.garrison@cityofdenton.com
Recitals. Customer requires Honeywell to provide Software maintenance and Hardware repair
services for the Phoenix G2 Fire Station Alerting System Products (as those terms are defined
below) acquired and implemented by Customer. Honeywell has agreed to service the
Customer’s System (as defined below) pursuant to the terms, conditions, and limitations of this
Agreement. In consideration of the forgoing, and for other good and valuable consideration, the
Parties hereby agree to the terms set forth in this Agreement.
1. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:
a. “Additional Services” shall have the meaning set forth in Section 8 below;
b. “Application or App” shall mean the Phoenix G2 FSA Mobile Application for iOS
and Android mobile devices.
c. “Commencement Date” shall be December 21, 2025.
d. “Hardware” means a physically tangible electro-mechanical system or sub-system
and associated documentation provided to Customer by Honeywell, provided
however, Hardware shall not include any televisions or monitors manufactured by
third parties;
e. “Emergency Support” means telephone access for Customer’s System
Administrator” (as defined below) to Honeywell’s senior staff and engineers in
the event of a Mission Critical Failure.
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f. “Mission Critical Failure” means a failure in the materials, workmanship or
design of the System that causes any fire station served by the System to be
incapable of receiving dispatches through all communications paths, provided
however, that any such failure caused by operator error, internet or telephony
service outages, misuse or neglect of the System or any cause outside of
Honeywell’s direct control does not constitute a Mission Critical Failure.
g. “Services” shall have the meaning set forth in Section 3, below;
h. “Software” means software programs, including embedded software, firmware,
executable code, linkable object code, and source code, including any updates,
modifications, revisions, customization requested by Customer, copies,
documentation, and design data that are licensed to Customer by Honeywell;
i. “System” means all Hardware and Software purchased by Customer either
directly from Honeywell or authorized Honeywell Reseller under any contract,
purchase order, or arrangement that is used exclusively by Customer as part of its
fire station alerting system, provided however, that the term “System” specifically
excludes any components, hardware, or software provided by third parties,
including without limitation Customer’s computers, lap tops, 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;
j. “Term” means the period of time during which this Agreement is in effect,
including the Initial Term and all Additional Terms, as defined in Section Error!
Reference source not found. below.
2. Honeywell Scope of Services. During the Term of this Agreement, Honeywell agrees to
provide Hardware repair service and Software updates and maintenance for the System
(collectively the “Services”). 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 17:30 MST,
excluding Honeywell holidays;
b. Remote access support Monday through Friday from 08:00 to 17:30 MST,
excluding Honeywell holidays;
c. Emergency Support, available 24 hours per day, for Customer’s System
Administrator in the event of a Mission Critical Failure;
d. Updates for all System Software, as and when released by Honeywell;
e. Twenty-four (24) App licenses per each ATX Station Controller that is part of the
System and covered under this Agreement. Use of the App shall be strictly
governed by the Mobile Application End User’s Agreement that must be accepted
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by each user at the time the software is downloaded; provided, however, to the
extent the Mobile Application End-User Agreement conflicts with this Agreement
or Contract 8887, this Agreement or Contract 8887 shall govern.
f. Advance replacement of defective or malfunctioning Hardware (not otherwise
covered under the Honeywell warranty applicable to the Hardware) subject to
Honeywell's Return Material Authorization (“RMA”) Process described below;
and
g. Ground shipping for the return of repaired Hardware.
3. Claims. Prior to requesting Services, Customer is encouraged to review Honeywell’s
online help resources. Thereafter, to make a valid claim hereunder, either Customer must
contact Honeywell technical support and describe the problem or defect with specificity. The
first such contact must occur during the Term. 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.
4. Advance Replacement of Hardware. If a Hardware component requires repair during
the Term, Customer shall initiate the RMA process as described below. Upon approval,
Honeywell will cause shipment of a replacement Hardware component to Customer prior to the
defective Hardware component being returned to Honeywell for repair. The replacement
Hardware will be a product that is new or equivalent to new in performance and reliability and is
at least functionally equivalent to the original Hardware. When a product is exchanged, any
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 Services must be
used in the System to which this Agreement applies.
5. Return Material Authorization Process. If Customer makes a claim for an advanced
replacement of a Hardware component during the Term, Customer shall provide Honeywell with
the Hardware component model and serial number and failure information to initiate the RMA
process. 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 is
shipped on the next business day. All RMA requests are processed on the business day on which
the request was received, excluding holidays. Included with the shipped package will be return
shipment instructions and a pre-paid return shipping label for the hardware that Customer is
returning. The original hardware must be returned in the shipping box provided by Honeywell.
No goods will be accepted for exchange or return without a pre-approved RMA number. The
original hardware must be shipped back within 10 days of receiving the replacement. Failure to
return the original hardware will cause Customer to incur a replacement charge equal to full
market value of the replacement Hardware.
6. No Fault Found. Honeywell reserves the right to charge 50% of the standard repair
price if the returned Hardware is found to have no fault. Customer understands that this fee is
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intended to discourage return of Hardware prior to proper troubleshooting or return 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 repair or improper testing. In such event,
Honeywell shall invoice Customer for the full market value of the replacement Hardware.
7. Limitations. The Services specifically and expressly exclude any repair, software
installation, update, or other service that is necessitated by the Customer’s misuse or neglect of
the System, damage arising from Customer’s failure to follow instructions relating to the
product’s use, cosmetic damage, including but not limited to scratches, dents and broken plastic
on ports, alterations or repairs to the System made by any person other than an authorized
Honeywell representative, failure of environmental controls or improper environmental
conditions, modification to alter functionality or capability without the written permission of
Honeywell, use with non-Honeywell products, any damage caused by fire, flood, vandalism,
terrorism, riot, storm, lightning, or other acts of nature or civil unrest. The Services shall not
include disassembly or re-installation of any Hardware at Customer’s site. The Services shall
not include the repair of any Hardware that is determined to be obsolete or irreparable in
Honeywell’s sole discretion. The Services shall not include repair or replacement of televisions
or monitors manufactured by third parties. Repair or replacement of such components shall be
subject exclusively to the manufacturer’s warranty, if any. Honeywell shall not be liable to
provide Services at any time when Customer is in breach of any obligation to Honeywell under
this Agreement or any other contract.
8. Additional Services by Honeywell. Except for the Services, all other acts or
performances requested or required of Honeywell by Customer (“Additional Services”) will be
charged at Honeywell’s then current rates and will be in addition to all other fees and charges
payable by Customer under this Agreement. Additional Services shall include (without
limitation) Customer’s use of Emergency Support in the absence of a Mission Critical Failure
and any Services provided by Honeywell on a rush basis or during hours not included in the
description of the Services set forth above. Customer shall pay all invoices for Additional
Services within 30 days of receipt of invoice. Invoices remaining unpaid for more than 30 days
shall bear interest at 18% per annum.
9. Authorized Support Contacts. In order to facilitate Honeywell’s delivery of the
Services, Customer shall appoint a minimum of one and a maximum of three contact people who
are each authorized to make use of the support services (“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.
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10. Customer Facilitation of Services. Customer will be responsible for providing the
following:
a. The provision of remote access to the System, as more specifically described in
Section 11 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 of
the System;
c. Any configuration and regular maintenance that is normally undertaken by the
user or operator as described in the operating manual for the Customer
Equipment, including the replacement of UPS batteries as necessary;
d. Providing a stable means of data transmission between the System Gateway and
each fire station serviced by the System necessary for the installation, testing and
functionality of the of the System; such means of data transmission may include,
but is not limited to, TCP/IP, data modems, leased lines, radios, etc;
e. 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 Customer’s system,
including its Communications Gateways, Station Controllers, and other Honeywell-supplied
equipment through Secure Shell (SSH) to perform implementation and support tasks under this
Agreement. To enable this the 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 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
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• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer
b. Timely Access. Customer must ensure that remote access is available prior to
notifying Honeywell of a support request. In the event that the remote access
cannot be provided, Honeywell will not be required to provide support outside
those tasks that do not require remote access, and any corresponding resolution
response times will not apply.
c. Physical Security Tokens. Honeywell has multiple software engineers that
provide after-hours support and these engineers do not typically take security
tokens from the Honeywell office. If Customer requires the use of physical
security tokens this may delay after hours service.
12. Termination. This Agreement may be terminated by either party by providing written
notice of termination to the other party at least 30 days prior to the expiration of the Initial Term
or any Additional Term. Honeywell may terminate this Agreement for any breach hereof upon
30 days written notice. The notice shall specify the nature of the breach. If Customer fails to
cure the breach within 30 days, this Agreement shall be terminated. Notwithstanding the
foregoing, Honeywell may terminate this Agreement immediately upon non-payment of any sum
due from Customer under this Agreement or any other contract. Upon termination of this
Agreement, all sums previously paid to Honeywell shall be nonrefundable.
13. Annual Fees. On or before the first day of the Initial Term and each Additional Term
(each a “Due Date”), Customer shall pay Honeywell an Annual Fee in advance for the Services
and to be delivered hereunder (the “Annual Fee”). The Annual Fee for the Initial Term shall be
the product of the total cumulative sales price of all Hardware, Software, and other tangible
goods or equipment provided to Customer at any time under any circumstances (“Base
Amount”), multiplied by .10. Customer acknowledges and agrees that the Base Amount is
cumulative and will increase by the purchase price of all Software, Hardware and Services
purchased in the future. Honeywell may calculate the Base Amount, determine the Annual Fee
and invoice Customer therefore 45 days prior to the subject Due Date. Customer shall pay the
Annual Fee on or before the Due Date or 30 days after receipt of the invoice, whichever is
later. Invoices remaining unpaid shall bear interest at 18% per annum. Annual Fees are
nonrefundable.
14. Reinstatement. If Customer elects not to renew this Agreement for any Additional Term
or otherwise terminates this Agreement, Customer may reinstate this Agreement upon the
following terms:
a. Reinstatement of this Agreement must occur within five (5) years from the Initial
Term or the last Additional Term elected by Customer, whichever occurs later.
Honeywell reserves the right to reinstate older Systems or not reinstate newer
Systems in its sole discretion.
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b. The multiplier for calculation of the Annual Fee shall increase by no more than 3
percentage points from the multiplier stated above. The multiplier for the new
Annual Fee shall be at the sole discretion of Honeywell.
c. Customer shall pay a Reinstatement Fee along with the Annual Fee prior to the
Commencement Date. The Reinstatement Fee and Annual Fee shall be calculated
using the new multiplier described above. The Reinstatement Fee shall be a sum
equal to two times the new Annual Fee, provided, however, if the System has
been out of service and support for one year or less, the Reinstatement Fee shall
be the amount of the new Annual Fee. The Reinstatement Fee is non-refundable.
d. If Customer reinstates this Agreement and then declines to renew this Agreement
for an Additional Term or otherwise terminate this Agreement, the System shall
be deemed by Honeywell to have been abandoned by Customer. Honeywell will
not provide further Services for the System, and Customer will not be allowed to
reinstated service and support of the System through another Service Agreement.
15. Exclusions and Limitations. Honeywell warrants that the Services performed hereunder
will be carried out with due care and attention by qualified personnel. Defective Hardware
subject to repair hereunder will be repaired to good working order. Honeywell does not warrant
that the operation of the System, Hardware, Software, or any related peripherals will be
uninterrupted or error-free. Honeywell is not responsible for damage arising from Customer’s
failure to follow instructions relating to the System’s use. This Agreement does not apply to any
Hardware or Software not used in conjunction with the System and for its intended purpose.
This Agreement does not apply to monitors or televisions manufactured by third parties.
Recovery and reinstallation of Hardware and user data (including passwords) are not covered
under this Agreement. This Agreement does not apply to: (a) consumable parts, such as
batteries, unless damage has occurred due to a defect in materials or workmanship; (b) cosmetic
damage, including but not limited to scratches, dents and broken plastic on ports; (c) damage
caused by use with non-Honeywell products; (d) damage caused by accident, abuse, misuse,
flood, lightning, fire, earthquake or other external causes; (e) damage caused by operating the
Product outside the permitted or intended uses described by Honeywell; (f) damage or failure
caused by installation or service (including upgrades and expansions) performed by anyone who
is not a representative of Honeywell or a Honeywell authorized installer or service provider; (g)
a Product or part that has been modified to alter functionality or capability without the written
permission of Honeywell; or (h) to any Product from which the serial number has been removed
or defaced.
TO THE EXTENT PERMITTED BY LAW, THIS AGREEMENT AND THE REMEDIES SET
FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, STATUTORY,
EXPRESS, OR IMPLIED. AS PERMITTED BY APPLICABLE LAW, HONEYWELL
SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If Honeywell cannot lawfully
disclaim statutory or implied warranties then to the extent permitted by law, all such warranties
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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 AGREEMENT AND TO THE EXTENT
PERMITTED BY LAW, HONEYWELL IS NOT RESPONSIBLE FOR DIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY
BREACH OF WARRANTY OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY,
INCLUDING BUT NOT LIMITED TO: LOSS OF USE; LOSS OF REVENUE; LOSS OF THE
USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL; LOSS OF
REPUTATION; AND LOSS OF, DAMAGE TO OR CORRUPTION OF DATA. HONEYWELL
IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED
INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF
RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA
STORED OR USED WITH HONEYWELL PRODUCTS, AND ANY FAILURE TO
MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT.
ALL PRODUCT AND SERVICE CLAIMS ARE LIMITED TO THOSE EXCLUSIVE
REMEDIES SET FORTH IN THIS SERVICE AGREEMENT. HONEYWELL’S AGGREGATE
LIABILITY IN CONNECTION WITH THE REPAIR OR REPLACEMENT OF HARDWARE
UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF THE AGGREGATE
PURCHASE PRICE OF THE HARDWARE PAID BY CUSTOMER TO HONEYWELL (i)
GIVING RISE TO THE CLAIM OR (ii) PROCURED BY CUSTOMER IN THE TWELVE (12)
MONTHS PRIOR TO WHEN THE CLAIM AROSE. HONEYWELL’S AGGREGATE
LIABILITY IN CONNECTION WITH SERVICES UNDER THIS AGREEMENT SHALL BE
LIMITED TO CORRECTION OR RE-PERFORMANCE OF THE DEFECTIVE SERVICES OR
REFUND OF FEES PAID FOR THE SERVICES, AT HONEYWELL’S SOLE ELECTION, IF
CUSTOMER NOTIFIES HONEYWELL IN WRITING OF DEFECTIVE SERVICES WITHIN
NINETY (90) DAYS OF THE DEFECTIVE SERVICES. 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 Service Agreement or make a
product exchange without risk to or loss of the programs or data stored thereon.
16. 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 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:
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a. notify the other in writing of the reasons for its failure to fulfill its obligations and the
effect of such failure; and
b. use responsible efforts to mitigate and/or perform its obligations.
If a Force Majeure Event results in a delay, then the date of performance will be extended by the
period of time that the non-performing Party is actually delayed or for any other period as the
Parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of
time which is sixty (60) days or longer, Honeywell may provide notice to Customer that it is
cancelling this Service Agreement.
17. Headings and Usage. The headings, captions, and section numbers contained herein are
provided for convenience only and are not part of the terms of this Agreement. When the
context of the words used in this Agreement indicate that such is the intent, words in the singular
shall include the plural, and vice versa, and the references to the masculine, feminine or neuter
shall be construed as the gender of the person, persons, entity, or entities actually referred to
require.
18. Waiver. No failure or delay, in any one or more instances, to enforce or require strict
compliance with any term of this Agreement shall be deemed to be a waiver of such term nor
shall such failure or delay be deemed a waiver of any other breach of any other term contained in
this Agreement.
19. Governing Law; Parties in Interest. This Agreement will be governed by and
construed according to the laws of the State of Texas without regard to conflicts of law
principles and will bind and inure to the benefit of the successors and assigns of the Parties.
20. Execution in Counterparts. This Agreement may be executed in counterparts, all of
which taken together shall be deemed one original. The date of this Agreement shall be the latest
date on which any Party executes this Agreement. The Parties acknowledge that they will be
bound by signatures on this document which are made via electronic means (i.e., DocuSign) and
which are transmitted by mail, hand delivery, facsimile and/or any other electronic method
(email or otherwise) to the other Party. Such electronic signatures will have the same binding
effect as any original signature, and electronic copies will be deemed valid.
21. Entire Agreement. This Agreement contains the entire understanding between the
Parties and supersedes any prior understandings and agreements between or among them with
respect to the subject matter hereof. This Agreement may not be amended, altered, or changed
except by the express written agreement of the Parties.
22. Review. The Parties acknowledge that they have had an adequate opportunity to review
this Agreement, as well as the opportunity to consult legal counsel regarding this Agreement.
Accordingly, the Parties agree that the rule of construction that a contract be construed against
the drafter, if any, shall not be applied in the interpretation and construction of this Agreement.
23. Assignment. The Parties shall not assign, in whole or in part, the Agreement without the
prior written consent of the other Party, which consent may not be unreasonably withheld.
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Notwithstanding the foregoing, Honeywell may freely transfer its rights under this Agreement in
the event of a sale or transfer of all or substantially all of its assets or stock. Honeywell shall
provide Customer with prompt written notice of assignment. Each Party binds itself, its
successors, assigns, executors, administrators, or other representatives to the other Party hereto
and to successors, assigns, executors, administrators, or other representatives of such other Party
in connection with all terms and conditions of this Agreement.
24. Savings Clause. In the event any part, provision, or term of this Agreement is deemed to
be illegal or unenforceable, this Agreement shall be construed as if such unenforceable part,
provision, or term had not been included herein. Such illegal or unenforceable part, provision, or
term shall be deemed revised to the extent necessary to cure its defect and such revision and the
remainder of the Agreement shall be and remain in full force and effect.
25. Customer Representative. The undersigned representative of Customer hereby
represents and warrants that s/he has the authority to bind Customer and that the execution,
delivery, and performance by Customer under this Agreement will not violate the provisions of
any law, rule, regulation, or policy, and will not conflict with or result in the breach or
termination or constitute a default under any agreement or instrument to which Customer is a
party.
City of Denton Honeywell International Inc.
By: _____________________________ By_________________________________
Name: ___________________________ Name: Susheel Tenguria
Title:____________________________ Title: General Manager – USDD group
Date: ____________________________ Date:_______________________________
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Mobile Application End User License Agreement
This End User License Agreement ("License") is a binding legal agreement between You, as an individual
or entity, and Honeywell International, Inc. on behalf of US Digital Designs by Honeywell ("Company").
This negotiated License supersedes any “click-through” agreements made on individual application
downloads by City of Denton Employees.
PLEASE READ THIS LICENSE CAREFULLY BEFORE CLICKING THE "ACCEPT" BUTTON OR DOWNLOADING
OR USING THE PHOENIX GZ FSA MOBILE APPLICATION ("APPLICATION") ACCOMPANYING THIS LICENSE.
BY CLICKING THE "ACCEPT" BUTTON OR DOWNLOADING OR USING THE APPLICATION, YOU ARE
ENTERING INTO AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.
PLEASE NOTE: THE APPLICATION IS INTENDED TO BE USED TO SUPPLEMENT YOUR AGENCY’S
DISPATCHING AND RESPONSE SYSTEM AND IS NOT DESIGNED TO BE USED AS THE PRIMARY ALERTING
PATH BECAUSE A VARIETY OF FACTORS BEYOND COMPANY’S CONTROL (SUCH AS NETWORK AVAILBILITY
OR LOCATION OF THE MOBILE DEVICE) CAN AFFECT THE FUNCTIONALITY OF THE APPLICATION. AS
SUCH, USERS SHOULD NOT RELY SOLELY ON THIS APPLICATION FOR CRITICAL DISPATCH ALERTS, AND
COMPANY DISCLAIMS ALL LIABILITY ASSOCIATED WITH THE USE OF THE APPLICATION.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE DO NOT CLICK THE "ACCEPT" BUTTON OR
DOWNLOAD OR USE THE APP.
1. Description of Application. The Application is made available to You as a personnel of a fire
dispatching agency or fire department (the "Agency") using the Phoenix G2 Fire Station Alerting System
(the "System"). The License for the Application is only in effect if the Agency's System is under warranty,
the Agency maintains the System through an annual Service Agreement contracted through Company,
or the annual License fee has been paid to Company by Agency. The Application is downloadable
software that enables You to receive dispatch alerts and announcements generated from Your Agency
on your Android, iPhone, iPad or other mobile device ("Mobile Device"). The Application shall refer to
and consist of the following: (i) the mobile software application accompanying this License, including
without limitation, any software code, scripts, interfaces, graphics, displays, text, documentation and
other components; (ii) any updates, modifications or enhancements to the mobile software application
listed in subsection (i); and (iii) any specific website the Application directs you to via any browser
located on Your Mobile Device.
2. License Grant and Restrictions on Use
2.1. License Grant. Company grants You a revocable, non-exclusive, non-transferable, limited
right to install and use the Application on a single Mobile Device owned and controlled by You, and to
access and use the Application on such Mobile Device strictly in accordance with the terms and
conditions of this License and the usage rules and any service agreement associated with your Mobile
Device.
2.2. Restriction on Use. You shall use the Application strictly in accordance with the terms of
the License and shall not knowingly (a) decompile, reverse engineer, disassemble, attempt to derive the
source code of, or dec1ypt the Application; (b) make any modification, adaption, improvement,
enhancement, translation or derivative work from the Application; (c) violate any applicable law, rules
or regulations in connection with Your access or use of the Application; (d) remove, alter or obscure any
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proprietary notice (including any notice of copyright or trademark) of Company or its affiliates or
partners; ( e) use the Application for any purpose other than described herein; (f) install, use or permit
the Application to exist on more than one Mobile Devise at a time or any other mobile device or
computer; or (g) distribute the Application to multiple Mobile Devises, or make the Application available
over a network or other environment permitting access or use by multiple Mobile Devices or users at
the same time.
3. Title. The ownership and all rights, including all copyrights, patents, trademarks, trade secrets
and other intellectual property rights shall remain the property of Company. You acknowledge and
agree that the source and object code of the Application are the intellectual property and proprietary
and confidential information of the Company. Further, You are not authorized to use the Company
trademarks in any advertising, publicity or in any other commercial manner without the prior written
consent of the Company, which may be withheld for any or no reason.
4. Third Party Software. The Application may utilize or include third party software to provide
functionality outside the agreed upon scope that is subject to open source and third-party license terms
("Third Party Software") with consent form the City. You acknowledge and agree that Your right to use
such Third Party Software as part of the Application is subject to and governed by the terms and
conditions of the open source or third party license applicable to such Third Party Software. The
Company will inform the City of possible Third Party software or make available to the City at their
discretion. The company will provide the option for the City to opt out of using any Third Party software.
In the event of a conflict between the terms of this License and terms of such open source or third party
licenses, the terms of the open source or third party licenses shall control with regard to Your use of the
relevant Third Party Software. In no event shall the Application or components thereof be deemed to be
"opened source" or "publicly available" software.
5. Restriction on Transfer. You may not rent, lease, lend, sublicense or transfer the Application, this
License or any of the rights granted hereunder. Any attempted transfer in contravention of this
provision shall be null and void and of no force or effect.
6. Consent to Use of Data. You agree that Company may collect and use technical data and related
information, including but not limited to technical information about Your Mobile Device, system and
application software, and peripherals, that is gathered periodically to facilitate the provision of software
updates, product support and other services to You (if any) related to the Application. Company may use
this information, as long as it is in a form that does not personally identify You, to improve its products
or to provide services or technologies to You.
7. Privacy Policy. All capitalized terms used in this section should be interpreted to have the same
meaning as those terms defined in the General Data Protection Regulation EU 2016/679 (“GDPR”) or in
any analogous definitions in any other similar applicable privacy laws (“Applicable Privacy Laws”). For
more information on privacy issues please reach out to HoneywellPrivacy@Honeywell.com.
7.1. Processing. You acknowledge and agree that, in connection with its performance under
this Agreement, Company will Process Personal Data of Authorized End Users, who are considered data
subjects, on Your behalf as the Controller (except where You act as a Processor, in which case Company
is a Subprocessor). The specific categories of User Personal Data to be processed are the name and
business contact details of Your Authorized End Users, which are Processed for the purposes of
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performing under this EULA, including, for example, permitting secure authentication and support to
You.
7.2. Purpose & Instruction limitations. Company will only process Your Personal Data as
permitted under the Agreement, in compliance with Applicable Privacy Laws, and in accordance with
Your documented instructions, unless such instructions would violate other applicable law to which
Company is subject. Company will not Sell any of Your Personal Data to any third party. You agree that
this Agreement includes Your complete and final instructions to Company in relation to the Processing
of Your Personal Data. Any additional or alternate instructions must be agreed in writing between the
Parties, including the costs (if any) associated with complying with such instructions. Company will
inform You if it is of the opinion that a Your instruction infringes Applicable Privacy Laws unless
applicable law prohibits such notification.
7.3. Subprocessors. You authorize Company to use Subprocessors located in any jurisdiction
to Process Your Personal Data, provided You contractually require Subprocessors to abide by terms no
less restrictive than this Section 7 and Company remains liable for the performance of such
Subprocessors. Company will make available to You a list of Subprocessors that it engages to support
the provision of the Application upon written request. If You legitimately object to a Subprocessor on
reasonable data protection grounds and the Parties do not resolve the matter within one (1) month
following notification of the same to Company, Company may terminate this EULA without penalty on
written notice.
7.4. Authorization for Data Transfers. You hereby authorize Company and its Subprocessors
to transfer Your Personal Data to locations outside of its country of origin for the performance under
this Agreement, provided that Company ensures such data transfers comply with Applicable Privacy
Laws.
7.5. Data Export Restrictions. If Company transfers Your Personal Data from the European
Economic Area (“EEA”), UK, Switzerland or from any other jurisdiction that restricts the cross-border
transfer of Your Personal Data to locations outside that jurisdiction, You shall be bound by the Standard
Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU)
2016/679, including the provisions in Modules 2 and 3, as applicable, (“SCCs”) in the capacity of “data
exporter”, and Company in the capacity of “data importer” as those terms are defined therein. The SCCs
will be deemed to have been signed by each Party and are hereby incorporated by reference into this
Agreement in their entirety as if set out in full as an annex to this Agreement. The Parties acknowledge
that the information required to be provided in the appendices to the SCCs is set forth in this
Agreement. If there is a conflict between the provisions of this EULA and the SCCs, the SCCs will prevail.
7.6. Security & Prohibited Data. Company will use appropriate technical and organizational
measures to protect Your Personal Data as required by Applicable Privacy Laws and will follow industry-
standard security practices. Company will further ensure that only authorized personnel who have
committed themselves to confidentiality or are under an appropriate statutory obligation of
confidentiality may access Your Personal Data for the purposes of performing under this Agreement.
You are responsible for configuring the Application in a manner which enables You to comply with
Applicable Privacy Laws, including the implementation of appropriate technical and organizational
measures. You acknowledge and agree that You will not provide Company with any Sensitive Personal
Data or Your Personal Data which is regulated by COPPA, FERPA and HIPAA, unless authorized to do so
in writing by Company.
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7.7. Security Incidents. Company will notify You without undue delay and within a time
period not to exceed 24 hours after becoming aware of a breach of security leading to the accidental or
unlawful destruction, loss, alteration or unauthorized access, disclosure or use of Your Personal Data
while processed by Company (each a “Security Incident”) in relation to the Application under this
Agreement. If acknowledgement from the City is not received within 48 hours of being notified, the
Company will take reasonable efforts to ensure notification is received by You. Company will investigate
the Security Incident and provide You with relevant information about the Security Incident as required
under Applicable Privacy Laws. You will use reasonable efforts to assist the Company in mitigating,
where possible, the adverse effects of any Security Incident.
7.8. Cooperation. Company will cooperate with You to respond to any requests, complaints
or inquiries from data subjects, supervisory authorities, or other third parties, conduct a privacy impact
assessment and prior consultation with supervisory authorities, provided that You reimburse Company
for all reasonably incurred costs. If Company receives a data subject request relating to Your Personal
Data, including Your Authorized Personal Data, Company will refer such data subject request to You.
Honeywell will not respond to the data subject request unless required by applicable law.
8. Termination. The license is effective until terminated by You, Your Agency, or Company. This
license will terminate in the event Your Agency fails to maintain its System through an Annual Service
Agreement or fails to renew its annual License fees. Your rights under the License will terminate
automatically without notice from Company if You fail to comply with any term(s) of the License. Upon
termination of the License, You shall cease all use of the Application, and destroy all copies, full or
partial, of the Application. The following sections of this License and any other provisions of this License
which by their express language or by their context are intended to survive the termination of this
License, and shall survive such termination: 1, 2.2, 3, 5, 6, 7, 8, 9, 10, 11, 13 and 14.
9. Disclaimer of Warranties.
9.1 YOU SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, IMPLEMENTATION AND
PERFORMANCE OF ANY AND ALL THIRD PARTY EQUIPMENT, SOFTWARE, TELECOMMUNICATION
EQUIPMENT, NETWORK DATA SERVICES AND OTHER SERVICES WHICH YOU SHALL USE TO ACCESS AND
RUN THE APPLICATION. COMPANY SHALL NOT BE RESPONSIBLE FOR PROVIDING SUCH SERVICES OR
SUPPORTING EITHER ACCESS TO NETWORKS OR THE MOBILE DEVICE USED FOR THE APPLICATION.
9.2 YOU ACKNOWLEDGE AND AGREE THAT THE APPLICATION IS PROVIDED ON AN "AS IS"
AND "AS AVAILABLE" BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE APPLICATION IS AT YOUR
SOLE RISK AND DISCRETION. YOU ACKNOWLEDGE THAT PERFORMANCE OF THE APPLICATION IS
SUBJECT TO NETWORK AVAILABILITY AND COVERAGE, POWER OUTAGES, MOBILE DEVICE FAILURE AND
THE DISPATCHING CAPABILITIES OF YOUR DISPATCHING AGENCY'S CAD, WHICH IS NOT CONTROLLED BY
COMPANY. LIKEWISE , COMPANY DOES NOT CONTROL THE TIMING, SPEED OR RELIABILITY OF THE
DELIVERY OF THE DISPATCH INFORMATION. THE APPLICATION IS INTENDED TO BE USED TO
SUPPLEMENT YOUR AGENCY'S DISPATCHING AND RESPONSE SYSTEM AND IS NOT DESIGNED TO BE
USED AS THE PRIMARY ALERTING PATH.
9.3 COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS, AND LICENSORS HEREBY
DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE
APPLICATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING WITHOUT LIMITATION,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
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INFRINGEMENT. FURTHERMORE, COMPANY AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS
MAKE NO WARRANTY THAT (I) THE APPLICATION WILL MEET YOUR REQUIREMENTS; (II) THE
APPLICATION WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (Ill)
THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATIERAL ACCESSED OR
OBTAINED BY YOU THROUGH THE APPLICATJON WILL BE AS REPRESENTED OR MEET YOUR
EXPECTATIONS; OR (IV) ANY ERRORS IN THE APPLICATION WILL BE CORRECTED. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR FROM THE
APPLICATION SHALL CREATE ANY REPRESENTATION, WARRANTY OR GURANTY. FURTHERMORE YOU
ACKNOWLEGE THAT COMPANY HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE
SUPPORT OR MAINTAIN THE APPLICATION.
9.4 NOTWITHSTANDING THE FOREGOING, COMPANY WARRANTS THAT THE APPLICATION
WILL FUNCTION IN ACCORDANCE WITH THE SPECIFICATIONS AND AS DESCRIBED IN THE
DOCUMENTATION PROVIDED FOR THE APPLICATION; AND THAT THE APPLICATION AND THE
DOCUMENTATION FURNISHED BY COMPANY ARE COMPATIBLE; AND THAT THE APPLICATION SHALL BE
FREE OF DEFECTS IN DESIGN, WORKMANSHIP, AND MATERIALS WHICH PREVENT THEM FROM BEING
USED FOR THEIR INTENDED PURPOSE.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES,
PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF
OR INABILILTY TO ACCESS OR USE THE APPLICATION, WHETHER OR NOT THE DAMAGES WERE
FORSEEABLE AND WHETHER OR NOT COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Intentionally Omitted.
12. Compatibility. Company does not warrant that the Application will be compatible or
interoperable with Your Mobile Device or any other piece of hardware, software, equipment or device
installed on or used in connection with your Mobile Device. Furthermore, You acknowledge that
compatibility and interoperability problems can cause the performance of your Mobile Device to
diminish or fail completely, and may result in permanent damage to Your Mobile Device, loss of data
located on your Mobile Device and corruption of the software and files located on your Mobile Device.
You acknowledge and agree that Company and its affiliates, partners, suppliers and licensors shall have
no liability to You for any losses suffered resulting from or arising in connection with the compatibility or
interoperability problems.
13. Export Control. You may not use or otherwise export or re-export the Application except as
authorized by United States law and the laws of the jurisdiction in which the Application was obtained.
You represent and warrant that You are not located in any country that is subject to a U.S. Government
embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, or
listed on any US Government list or prohibited or restricted parties including the Treasury Department's
list of Specially Designated Nations or the US Department of Commerce Denied Person's List or Entity
List. You also agree that You will not use the Application for any purposes prohibited by US Law.
14. Modification and Amendment. Company may modify or amend the terms of this License by
providing written notice of such modifications or amendment to the City of Denton. Provided that such
City consents to such modification or amendments, You will be deemed to have agreed to any such
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modification or amendment by Your decision to continue using the Application following the date in
which such City consents in writing to the modified or amended License.
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Exhibit C
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the Contract is
awarded, in accordance with Government Code 2252.908.
The Contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Exhibit D
INSURANCE REQUIREMENTS
Contractor’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon contract award, all insurance
requirements shall become contractual obligations, which the successful contractor
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923AD
Contract 8887
Employees and volunteers.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
• Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE
Cyber/Technology Network Liability and Risk Insurance, inclusive of Information
Security and Privacy (first and third party coverage) to provide coverage for any
damage caused by a network risk, cyber act or breaches of data and privacy
right, the rendering of, or the failure to properly perform professional
services for, but not limited to, computer programming, management
information systems, negligent system design, disclosure of confidential
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923AD
Contract 8887
information, and copyright infringement with minimum limits with minimum
limits of $1,000,000.00 per claim.
NOTE: Professional Liability Insurance and Cyber/Technology Network
Liability and Network Risk Insurance may be combined on one policy with
a $2,000,000.00 limit.
B. E&O
Errors & Omissions Insurance to provide coverage against claims for any
loss on accounts assigned to the CONTRACTOR due to negligent act, error
or omission on the part of the CONTRACTOR or its employees with
minimum limits of $1,000,000 per claim, $2,000,000 annual aggregate. Such
insurance shall include coverage for Cyber Liability and Network Risk.
The policy shall include:
a) An endorsement to provide thirty (30) days prior written notice in the
event of cancellation to the address as shown in Section C, a (i) and (ii), or
in accordance with Section 1811.155 of the Texas Insurance Code, Notice
of Cancellation in accordance with the Notice of Insured in the policy for
cancellation due to non-payment of premium.
b) If this insurance is written on a claims-made form, coverage shall be
continuous (by renewal or extended reporting period) for not less than
twenty-four (24) months following completion of the contract and
acceptance by the City. Coverage, including any renewals, shall have the
same retroactive date as the original policy.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR,
the CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are consistent
with industry standards. The Subcontractor’s liability insurance shall name
CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon request
and without expense, to receive copies of these certificates.
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923AD
Budgetary Quote
Date Quote #
16-Sep-2025 25-DTX-001
215 East McKinney Street
Terms Rep Project
Net 30
Item Description Qty Cost Total
SrvAgrmt_Annl Annual Service Fee - 21 Dec 2025 to 20 Dec 2026 - Original Contract (Fire Station 2 and
Dispatch - original CAD interface retired)
Base Amount: $63,901.20
1 6,390.12$ 6,390.12$
SrvAgrmt_Annl Annual Service Fee - 21 Dec 2025 to 20 Dec
2026 -Stations 1, 4, 5, 6, 8
Base Amount: $220,168.80
1 22,016.88$ $22,016.88
SrvAgrmt_Annl Annual Service Fee - 21 Dec 2025 to 20 Dec
2026 - Station 7, Room Remote, new CAD
Interface
Base Amount: $75,077.70
1 $7,507.77 $7,507.77
SrvAgrmt_Annl Annual Service Fee - 21 Dec 2025 to 20 Dec 2026 - Station 3 and upgrades to Station 8Base Amount: $123,848.10
1 $12,384.81 $12,384.81
AppLicenses_Annl Mobile App - Total Additional Licenses - x36 36 13.50$ 486.00$
SrvAgrmt_Annl Annual Service Fee - 21 Dec 2025 to 20 Dec 2026 - (2022 Purchases LED Speaker & Room Remote)Base Amount: $2,407.50
1 240.75$ $240.75
SrvAgrmt_Annl Annual Service Fee - 20 August 2025 to 20 Dec 2026 - Station 9 Pro-ratedBase Amount: $60,982.00
1 8,153.21$ $8,153.21
SrvAgrmt_Annl Annual Service Fee - 18 Oct 2025 to 20 Dec 2026 - (2024 Purchases) Pro-rated Base Amount: $8,609.15
1 1,011.87$ $1,011.87
SrvAgrmt_Annl Annual Service Fee - 8 July 2026 to 20 Dec
2026 - (2025 Purchases Room Remote 2, Room Remote 2 Back Box) Pro-ratedBase Amount: $24,518.23
1 1,115.08$ $1,115.08
Budgetary quote is based on purchases already
made. If additional purchases are made, the Quote will increase proportionally to the purchases.
Total 59,306.49$ Thank you for your business
1150 W. Grove Parkway, Suite 110
Tempe, Arizona 85283
Name / Address
ALL AMOUNTS QUOTED ARE IN US DOLLARS
City of Denton
Phone # 877-551-USDDE-mail: USDDsales@honeywell.com
Denton, TX 76209
lindsey.garrison@cityofdenton.com
Attn: Lindsey Garrison
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923AD
Exhibit E
Budgetary Quote
Date Quote #
16-Sep-2025 26-DTX-002
Denton, TX 76209
Terms Rep Project
Net 30
Item Description Qty Cost Total
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
Fire Station 2 and Dispatch - original CAD
interface retired
Base Amount: $63,901.20
1 6,390.12$ $6,390.12
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
Stations 1, 4, 5, 6, 8
Base Amount: $220,168.80
1 22,016.88$ $22,016.88
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
Station 7, Room Remote, new CAD Interface
Base Amount: $75,077.70
1 7,507.77$ $7,507.77
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
2020 Purchases Station 3, 8
Base Amount: $123,848.10
1 12,384.81$ $12,384.81
AppLicenses_Ann
ual
Mobile App - Total Additional Licenses - x36
($13.50 each)
1 486.00$ $486.00
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
2022 Purchases - LED Speaker & Room Remote
Base Amount: $2,407.50
1 240.75$ $240.75
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
Station 9
Base Amount: $60,982.00
1 6,098.20$ $6,098.20
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
2024 Purchases
Base Amount: $8,609.15
1 860.92$ $860.92
SrvAgrmt_Srv G2 FSAS Annual Service Agreement - [21
December 2026 to 20 December 2027]
2025 Purchases - Room Remote 2, Room
Remote 2 Back Box
Base Amount: $24,518.23
1 2,451.82$ $2,451.82
Budgetary quote is based on purchases
already made. If additional purchases are made, the Quote will increase proportionally to the purchases.
Total 58,437.27$
Phone # 877-551-USDD
E-mail: usddsales@honeywell.com
215 East McKinney Street
Attn: Lindsey Garrison
Thank you for your business
1150 W. Grove Parkway, Suite 110
Tempe, Arizona 85283-4482
Name / Address
lindsey.garrison@cityofdenton.com
ALL AMOUNTS QUOTED ARE IN US DOLLARS
City of Denton
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923AD
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923ADExhibit F
Honeywell International Inc.
N/A
X
9/26/2025
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: 3639715C-EFA6-428C-88C7-0E77935923AD
Certificate Of Completion
Envelope Id: 3639715C-EFA6-428C-88C7-0E77935923AD Status: Completed
Subject: Please DocuSign: City Council Contract 8887 - Fire Station Alerting Maintenance and Licensing
Source Envelope:
Document Pages: 31 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Kayla Clark
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
kayla.clark@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
9/25/2025 6:11:09 AM
Holder: Kayla Clark
kayla.clark@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 9/25/2025 6:30:03 AM
Viewed: 9/25/2025 6:30:13 AM
Signed: 9/25/2025 6:30:27 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Christa Christian
Christa.Christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/25/2025 6:30:29 AM
Resent: 9/25/2025 6:31:32 AM
Viewed: 9/25/2025 9:47:34 AM
Signed: 9/25/2025 9:47:57 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/25/2025 9:48:01 AM
Viewed: 9/25/2025 1:43:40 PM
Signed: 9/25/2025 1:46:52 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Susheel tenguria
Susheel.tenguria@honeywell.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address:
2600:1014:b052:a0db:6587:2f54:492:6c0f
Signed using mobile
Sent: 9/25/2025 1:46:55 PM
Viewed: 9/26/2025 2:17:09 PM
Signed: 9/26/2025 2:30:11 PM
Electronic Record and Signature Disclosure:
Accepted: 9/26/2025 2:17:09 PM
ID: 28666ee6-09bf-4962-af8e-992ef16a56ab
Signer Events Signature Timestamp
Kenneth Hedges
Kenneth.Hedges@cityofdenton.com
Fire Chief
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/26/2025 2:30:15 PM
Resent: 9/30/2025 10:57:27 AM
Viewed: 9/30/2025 11:28:11 AM
Signed: 9/30/2025 11:28:25 AM
Electronic Record and Signature Disclosure:
Accepted: 9/30/2025 11:28:11 AM
ID: 0df6f474-3843-4ac9-a1d5-097b8330559e
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 9/30/2025 11:28:30 AM
Viewed: 10/22/2025 7:56:44 AM
Signed: 10/22/2025 7:58:13 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/22/2025 7:58:16 AM
Viewed: 10/22/2025 9:21:29 AM
Signed: 10/22/2025 9:21:45 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Rex
Ingrid.rex@cityofdenton.com
Deputy City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/22/2025 9:21:49 AM
Viewed: 10/23/2025 7:12:25 AM
Signed: 10/23/2025 7:13:09 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/25/2025 6:30:30 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/30/2025 11:28:30 AM
Viewed: 10/1/2025 9:57:19 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 10/23/2025 7:13:15 AM
Viewed: 10/23/2025 7:40:19 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lindsey Garrison
Lindsey.Garrison@cityofdenton.com
Administration Manager
Security Level: Email, Account Authentication
(None)
Sent: 10/23/2025 7:13:16 AM
Electronic Record and Signature Disclosure:
Accepted: 8/5/2025 2:47:34 PM
ID: de0e172d-0b3e-4466-98e2-cbb9a81fe6ec
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/25/2025 6:30:03 AM
Envelope Updated Security Checked 9/25/2025 6:31:31 AM
Envelope Updated Security Checked 9/25/2025 6:31:31 AM
Envelope Updated Security Checked 9/30/2025 1:15:03 PM
Certified Delivered Security Checked 10/23/2025 7:12:25 AM
Signing Complete Security Checked 10/23/2025 7:13:09 AM
Completed Security Checked 10/23/2025 7:13:16 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Susheel tenguria, Kenneth Hedges, Lindsey Garrison
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.