HomeMy WebLinkAboutIT18-247 - Extension - RFI Communications & Security Systems - ProWatch Annual Support - 09/04/24 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
Ikhra Mohamed IT
Date Sent: Date Required:
0 08/12/2024 08/19/2024
CL Director or Designee to Sign. Date of Council Approval:
Q N/A
Budget Account Number: Grant?:Yes ZNo
52001740.64160.1800
Budget? Yes:No Type: N/A
Vendor Name: Category:
RFI Communications &Security Systems Contract
Vendor Number: Sub-Category:
= 657550 Extension
0
a Project Name: proWatch Annual Support
E
C Project Details:Annual maintenance renewal of ProWatch access control software, at a cost of
_ $5,660.91, including any applicable Washington State Use Tax, under Director's
signature authority.
C
Agreement Amount: $Jr 6 60.91 Basis for Selection of Contractor: Direct Negotiation
*Memo to Mayor must be attached
Start Date: 09/04/2024 Termination Date: 09/03/2025
Q Local Business?F--]YesFv(-]No* If meets requirements per KCC3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
❑Yes7 No IT18-247
Comments:
a1
3 0 Mike Carrington, IT Director
N y
Date: 08/15/24
c
in
Date Routed to the City Clerk's Office: Interlocal Agreement has been uploaded to website:
,c«w»373__,0 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
RIi
A PAVION COM13ANY
8/12/2024
Proposed to: Prepared by:
Ikhra Mohamed Shannon Carleton
City of Kent SCarleton@rfi.com
220 Fourth Avenue South 408-882-4227
Kent,WA 98032 Proposal #351-2401479
RFI Enterprises, Inc. is pleased to offer you this quotation:
1-Year Honeywell ProWatch SSA Renewal
Contract ID: 11155
Coverage Dates: 09/04/2024 - 09/03/2025
ProWatch CE
PW-864220210601-P R5.5
192 readers, 5 users, 1 badge license
Qty Equipment Unit Price
1 Honeywell SSAPWCE, Annual Standard Software Support Agreement, Pro- $2,886.46 $2,886.46
Watch Corporate Edition; Includes support for(1)Server License, (1)
Concurrent User License, (1) Concurrent Badging License, (96) Reader
License
3 Honeywell SSAPWCER, Annual Standard Software Support Agreement, 32 $399.54 $1,198.62
Reader Add-on
3 Honeywell SSAPWCEU, Annual Standard Software Support Agreement, $350.62 $1,051.86
Concurrent User License Add-on
Equipment Total: • •
• SALES TAX—Applicable sales tax will be added at time of invoicing.
• EXECUTION —Credit Card, a softcopy of a Purchase Order, or a signed RFI Installation Agreement is required for
processing.
• PRICING—This quotation is valid for thirty (30)days.
• REINSTATEMENT FEE - If the software Support Agreement is not renewed prior to the expiration date, an
additional reinstatement fee may be levied by the Manufacturer.
HONEYWELL END USER LICENSE AGREEMENT
(As of May 2023_v3)
IMPORTANT NOTICE, PLEASE READ CAREFULLY. This End User License Agreement ("EULA" or "Agreement") is a legal
agreement between you,as an individual business entity("User"or"You")and Honeywell International Inc. ("Honeywell"),which sets
forth the rights and obligations governing use of certain Pro-Watch Integrated Security software and/or mobile applications
(collectively, the"Software")and related documentation ("Documentation").
BY DOWNLOADING AND/OR USING THE SOFTWARE AND DOCUMENTATION, YOU ARE REPRESENTING: (1) THAT YOU
HAVE READ THIS EULA AND(2)HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THE BUSINESS ENTITY
USING THE SOFTWARE. IF THE PERSON INSTALLING THE SOFTWARE DOES NOT HAVE AUTHORITY TO ENTER INTO
THIS EULA ON BEHALF OF USER OR DOES NOT AGREE WITH ITS TERMS OF THIS EULA, DO NOT CLICK "ACCEPT" OR
USE THE SOFTWARE.
1. License Rights. Subject to the terms and conditions of this EULA and payment of applicable fees, Honeywell hereby grants a
revocable, non-exclusive, non-assignable, non-transferable right to download, install, use, and make back-up copies of the
Software and Documentation, solely for User's internal business purposes, including, for example, use by User's authorized
employees, contractors, or representatives who have been informed of and agree to comply with the terms of this EULA
("Authorized End Users"). User acknowledges and agrees that it is responsible for all uses of the Software and Documentation
by its Authorized End Users and any violations of this EULA by such Authorized End Users.
2. Restrictions on Use.Without Honeywell's express written consent in a separate agreement, User may not directly or indirectly
through any Authorized End User, in whole or in part: (a)resell,transfer,share,or make the Software available to any unaffiliated
third parties(including,without limitation,sharing login credentials on any website or public forum);(b)provide commercial hosting
services which entail granting a sublicense, renting, or leasing the Software to anyone other than an Authorized End User; (c)
decipher, decompile, disassemble, reverse assemble, reverse engineer, translate, modify,or otherwise attempt to derive source
code,algorithms,tags,specifications,architectures,structures or other elements of the Software for any purpose or in any manner
(except to the extent such prohibition is expressly prohibited by law);(d)write or develop any derivative software or documentation
based upon the Software or Documentation; (e)and User shall not make any attempt to circumvent the technological measure(s)
that controls access to, or use of, the Software; (f) use the Software or Documentation in violation of any applicable laws or
regulations; or(g)disclose,transfer or otherwise make available the results of any performance, capacity or functionality tests or
any benchmark testing of the Software to any third party; or(h) remove, modify, or obscure any proprietary rights notices on the
Software or Documentation.
3. Account Access. User acknowledges and agrees that(i)this license is subject to payment of the relevant fees to Honeywell by
a User that is a dealer, integrator, installer, or central station (each, a "Provider"), and (ii) Honeywell will have no liability
whatsoever to User to the extent User's access to the Software is revoked due to such Provider's failure to pay for the Software.
4. Account Security. User agrees and acknowledges that to the extent applicable, it will: (i) maintain strict confidentiality of all
names, passwords, or other credentials of User's Authorized End Users; (ii) instructing its Authorized End Users not to allow
others to obtain or use their credentials or to access the Software. User is responsible for any costs or damages incurred due to
unauthorized use or access through User's Authorized End Users'account credentials or systems.
5. Evaluation Licenses. Access to the Software may be provided to You for beta, demonstration, test, or evaluation purposes,
(collectively, "Evaluation Licenses"). For any Evaluation Licenses,the term shall be limited to ninety(90)days(the"Evaluation
Period"), unless otherwise agreed to by Honeywell in writing. Evaluation Licenses are limited specifically to use for evaluation
or demonstration purposes only, and You agree not to use such Software in a production or non-test environment. Your use of
the Software under an Evaluation License is provided as-is,without any representations or warranties of any kind, and is at Your
sole risk. Honeywell has no obligation to support, maintain or provide any assistance regarding any Evaluation Licenses. IN NO
EVENT WILL HONEYWELL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, STATUTORY, PUNITIVE, OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, OR
BUSINESS INTERRUPTION). YOU ARE NOT ENTITLED TO ANY DEFENSE, INDEMNIFICATION FOR EVALUATION
LICENSES GRANTED PURSUANT TO THIS SECTION.
6. Audit.
a. During the term of this EULA and for 24 months after, Honeywell or its designee can, during normal business hours upon
reasonable notice, access, inspect and audit, User's compliance with this Agreement and User will furnish such information
and access to personnel as Honeywell may reasonably request. Honeywell has the right to monitor usage of the Software.
b. During the term of this EULA, upon User's written request and subject to obligations of confidentiality, Honeywell will provide
to User all information necessary, including by relevant certifications,to demonstrate its compliance with Section 10(Privacy)
of this EULA and Applicable Privacy Laws. User(or an independent auditor that is not competitor of Honeywell) may audit
Honeywell's compliance with such obligations no more than once per year at the applicable facility or such other time as
there may be indications of non-compliance (each, and "Audit") upon at least ninety(90)days'written notice setting forth a
reasonably detailed audit plan describing the proposed scope, start date and duration, which must be agreed upon by the
parties prior to commencement. To preserve the security of the Honeywell organization and its Users, Honeywell reserves
the right to withhold information that could expose or compromise its security, privacy, employment policies or obligations to
other Users or third parties. User will pay for Honeywell's reasonable costs of an Audit and provide Honeywell with an audit
report within three (3)months after its completion.
7. Updates&Support. Honeywell does not provide You with any dedicated support or maintenance for the Software,except to the
extent agreed otherwise in writing. Honeywell may make Software updates or upgrades available from time to time. User
understands that failure to install an update or upgrade of the Software may mean loss of features or functions of the Software,
including,without limitation security functions.
8. Intellectual Property Rights. The Software is licensed to User, NOT sold, and this EULA does not transfer any ownership or
title in the Software or the Documentation to User. The Software is protected by patent, copyright, trademark, trade secret and
other laws. Honeywell reserves all intellectual property rights in and to the Software, Documentation and any other materials or
information provided or made available to User in connection with this EULA, including any not expressly granted to User in this
EULA.
9. Data Rights. User retains all rights over any data and other information that User may provide,upload,transfer or make available
in relation to, or which is collected from User's devices or equipment by, the Software, including, without limitation, information
pertaining to how the Software obtains, uses, and respond to inputs, location, ambient conditions, and other information related
to use and operation of the Software with Honeywell or third-party products, software or websites ("Usage Data"). Honeywell
has the right to retain,transfer,disclose,duplicate,analyze,modify,and otherwise use Usage Data to protect,improve,or develop
its products, services, and related offerings. All information, analysis, insights, inventions, and algorithms derived from Usage
Data by Honeywell (but excluding the Usage Data itself)and any intellectual property rights obtained related thereto, are owned
exclusively and solely by Honeywell.
10. Privacy. 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
Honeywel I PrivacyCd�Honeywell.com.
a. Processing. User acknowledges and agrees that,solely for the purpose of providing remote technical support to User under
this EULA, Honeywell may Process Personal Data of Authorized End Users,who are considered data subjects,on behalf of
User who is the Controller(except where User acts as a Processor in which case Honeywell is a Subprocessor). The specific
categories of Personal Data to be Processed would be at the sole discretion of User, as it is solely responsible for the
configuration and management of its systems and the Software, but may include: (1)name, business contact details, and/or
identification/badge numbers of User's Authorized End Users, (2)employment-related information stored by User(including,
for example, title, work schedule, department, and badge access information for employees and contractors), and (3)
identification-related information stored by User(including, for example, photos, copies of government-issued identification
documents, and emergency contacts for User employees, contractors, and visitors). User shall have sole responsibility for
compliance with all Applicable Privacy Laws regarding the accuracy, quality, and legality of all User provided Personal Data
that it provides to Honeywell.
b. Purpose & Instruction limitations. Honeywell will only process User Personal Data as permitted under the EULA, in
accordance with User's documented instructions. User shall ensure that all such instructions comply with all Applicable
Privacy Laws and will not put Honeywell in breach of its obligations under the same. Honeywell will not Sell any User
Personal Data to any third party. User agrees that the EULA includes its complete and final instructions to Honeywell in
relation to the Processing of User Personal Data. Any additional or alternate instructions must be agreed in writing between
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the Parties, including the costs(if any)associated with complying with such instructions. Honeywell will inform User if it is of
the opinion that a User instruction infringes Applicable Privacy Laws unless applicable law prohibits such notification.
c. Subprocessors. User authorizes Honeywell to use Subprocessors located in anyjurisdiction to Process User Personal Data,
provided Honeywell contractually requires Subprocessors to abide by terms no less restrictive than this Section 10 and
Honeywell remains liable for the performance of such Subprocessors. Honeywell will make available to User a list of
Subprocessors that it engages to support the provision of the Services upon written request. If User legitimately objects 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 Honeywell, Honeywell may terminate the EULA without penalty on written notice and User must
stop using the Software and Documentation.
d. Authorization for Data Transfers. User hereby authorizes Honeywell and its Subprocessors to transfer User Personal Data
to locations outside of its country of origin for the performance of the EULA; provided that Honeywell ensures such data
transfers comply with Applicable Privacy Laws.
e. Data Export Restrictions. If Honeywell transfers User Personal Data from the European Economic Area ("EEA"), UK,
Switzerland or from any other jurisdiction that restricts the cross-border transfer of User Personal Data to locations outside
that jurisdiction, User 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") and the UK's
International Data Transfer Addendum to the EU Commission Standard Contractual Clauses made under s119A(i) of the
UK's Data Protection Act 2018("UKIDTA")in the capacity of"data exporter",and Honeywell in the capacity of"data importer"
as those terms are defined therein. The SCCs and UKIDTA will be deemed to have been signed by each Party and are
hereby incorporated by reference into the Agreement in their entirety as if set out in full as an annex to this EULA.The Parties
acknowledge that the information required to be provided in the appendices to the SCCs and UKIDTA is set forth in this
EULA. If there is a conflict between the provisions of this EULA and the SCCs and UKIDTA,the SCCs or UKIDTA will prevail.
f. Security& Prohibited Data. Honeywell will use appropriate technical and organizational measures to protect User Personal
Data as required by Applicable Privacy Laws and will follow industry-standard security practices. Honeywell will further ensure
that only authorized personnel who have committed themselves to confidentiality or are under an appropriate statutory
obligation of confidentiality may access User Personal Data for the purposes of performing under this EULA. User is
responsible for configuring the Software in a manner which enable User to comply with Applicable Privacy Laws, including
the implementation of appropriate technical and organizational measures. User acknowledges and agrees that it will not
provide Honeywell with any Sensitive Personal Data or User Personal Data which is regulated by COPPA, FERPA and
HIPAA, unless authorized to do so in writing by Honeywell.
g. Security Incidents. Honeywell will notify User without undue delay after becoming aware of a breach of security leading to
the accidental or unlawful destruction, loss,alteration or unauthorized access,disclosure or use of User Personal Data while
Processed by Honeywell(each a"Security Incident"). Honeywell will investigate the Security Incident and provide User with
relevant information about the Security Incident as required under Applicable Privacy Laws. Honeywell will use reasonable
efforts to assist the User in mitigating, where possible,the adverse effects of any Security Incident.
h. Cooperation. Honeywell will cooperate with User 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 User reimburse Honeywell for all reasonably incurred costs. If Honeywell receives a Data Subject
request relating to User Personal Data, including Authorized User Personal Data, Honeywell will refer such Data Subject
request to User. Honeywell will not respond to the Data Subject request unless required by Applicable Privacy Laws.
11. Third-Panty Software&Open Source. Certain components of the Software may incorporate open-source software("OSS")or
third-party software (collectively, "Third-Panty Software"). To the extent required by the licenses covering the same, the terms
of such third-party licenses will govern solely with respect to such Third-Party Software. To the extent the licenses applicable to
OSS (i) prohibit any restriction in this Agreement with respect to such OSS, such restriction will not apply to such OSS; and (ii)
require Honeywell to make an offer to provide source code or related information in connection with the OSS,such offer is hereby
made. You acknowledge receipt of notices for OSS. All Third-Party Software is provided on an "as-is" basis, and Honeywell
makes no express or implied warranties of any kind with respect thereto and assumes no liability for any damages regarding the
use or operation of any such Third-Party Software.
12. Compliance.
a. User's rights under this EULA are subject to User's compliance with all laws applicable to use of the Software, including,
without limitation,laws pertaining to data privacy,localization,anticorruption,anti-bribery,the environment(including,without
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limitation, European WEEE Directive 2012/19/EU), export and sanctions (including, without limitation, compliance with laws
prohibiting export to embargoed, prohibited, or restricted countries or providing access to the Software to sanctioned,
prohibited, denied, and designated persons). User further acknowledges and agrees that it is responsible, and Honeywell
shall have no liability, for ensuring compliance with any standards which may be established from time to time by standards
or regulatory bodies which may impact User's configuration,implementation,maintenance and use of the Software,including,
for example, European Committee for Electrotechnical Standardization (CEN-CENELEC) FprEN 50710:2021, or any other
applicable law or regulation. User will defend,indemnify and hold Honeywell and its related entities harmless from and against
any claims, demands,fines,judgments, or settlements arising out of User's non-compliance with this section.
b. User represents that it is not(i)named on a governmental denied party or restricted list,including but not limited to:the Office
of Foreign Assets Control ("OFAC") list of Specially Designated Nationals and Blocked Persons ("SDN List"), the OFAC
Sectoral Sanctions Identifications List("SSI List"),and the sanctions list under any other sanctions laws; (ii)organized under,
ordinarily resident in, or physically located in a jurisdiction subject to comprehensive sanctions administered by OFAC,
(currently, as of writing, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned or controlled, directly or
indirectly, 50%or more in the aggregate, by one or more individuals described in (i)or(ii).
c. To the extent applicable,as it may relate to any license and access by governmental authorities, by accepting delivery of this
Software, the Government hereby agrees that the Software qualifies as "commercial" computer software and is licensed
hereunder as that term is described in FAR 52.227-19 and DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian
agency, the U.S. Government acquires this commercial computer software and/or commercial computer software
documentation subject to the terms and this EULA as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211
(Technical Data)of the Federal Acquisition Regulations("FAR")and its successors. If acquired by or on behalf of any agency
within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or
commercial computer software documentation subject to the terms of this EULA as specified in 48 C.F.R 52.227-19 and 48
C.F.R. 227.7202 of the FAR and DOD FAR Supplement and its successors, respectively.
13. Term, Suspension. This Agreement commences upon the first to occur of when User clicks "Agree" (or similar term) or
downloads/installs/accesses the Software and remains in effect until User ceases using the Software or Honeywell terminates
this EULA and access to the Software. Honeywell may terminate this EULA and request that User stop using the Software and
Documentation if(a)User breaches it, (b)User's use is fraudulent or may subject Honeywell to potential liability, (c)User's access
is not authorized, or(d) Honeywell suspends or ends operation or use of the Software. Upon termination of the Agreement, at
User's option, Honeywell will return, delete, or anonymize all User Personal Data, to the extent it even has such Personal Data,
except to the extent Honeywell is required by applicable law to retain User Personal Data in which case the terms of Section 10
will continue to apply to the retained User Personal Data.
14. Warranty Disclaimer.
a. THE SOFTWARE IS PROVIDED "AS IS," WITHOUT ANY WARRANTY OR REPRESENTATIONS OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
HONEYWELL OR ANY THIRD PARTY SHALL CREATE ANY WARRANTY OF ANY KIND. THIS INCLUDES WITHOUT
LIMITATION ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY HONEYWELL, ITS CUSTOMERS, ANY
PARTIES OPERATING CENTRAL STATIONS, NETWORK OPERATIONS CENTERS ("NOCs"), OR EMERGENCY CALL
CENTERS("ECCs")OR ENTITIES LICENSING, INSTALLING,CONFIGURING, MAINTAINTING, OR SUPPLYING ALL OR
PART OF THE SOFTWARE TO USER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HONEYWELL, ON BEHALF
OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ALL SUCH WARRANTIES AND
REPRESENTATIONS INCLUDING MERCHANTABILITY AND FITNESS FOR PURPOSE. HONEYWELL DOES NOT
WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, OR BE ERROR FREE.
b. WITHOUT LIMITING THE FOREGOING, HONEYWELL PROVIDES NO GUARANTEE THAT THE SOFTWARE WILL (i)
BE COMPATIBLE WITH ALL SYSTEMS, COMPUTER, OR HANDHELD DEVICES, (ii) PROVIDE ADEQUATE
WARNINGS, (iii) NOT BE COMPROMISED, CIRCUMVENTED, OR INTERRUPTED WHEN SENDING OR RECIVING
INFORMATION OR SIGNALS TO OR FROM A PROVIDER, CENTRAL STATION, NOC, OR ECC RELATED TO
SOFTWARE ACTIVATION, USE, ALERTS, OR DEACTIVATION, OR (iv) PREVENT ANY PERSONAL INJURY OR
PROPERTY LOSS CAUSED BY BURGLARY, ROBBERY, FIRE, EXCESSIVE HEAT, COLD OR HUMIDITY OR
OTHERWISE. YOU ACKNOWLEDGE THAT USING THE SOFTWARE IN CONNECTION WITH A FIRE OR SECURITY
SYSTEM DOES NOT GUARANTEE THAT YOU WILL NOT HAVE ABURGLARY, ROBBERY, FIRE OR OTHER EVENT
AND IS NOT AN INSURANCE POLICY. YOU FURTHER ACKNOWLEDGE THAT THE AVAILABILITY AND
FUNCTIONALITY OF THE SOFTWARE IS DEPENDENT ON YOUR CONFIGURATION,YOUR USE,AND A VARIETY OF
THIRD-PARTIES AND TECHNOLOGIES OVER WHICH HONEYWELL HAS NO CONTROL AND DOES NOT WARRANT,
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INCLUDING, FOR EXAMPLE,YOUR COMPUTER, MOBILE DEVICE, HOME WIRING, INTERNET SERVICE PROVIDER,
SATELLITE PROVIDER,AND MOBILE DEVICE CARRIER.
15. Limitation of Liability.
a. Without limiting the generality and breadth of the foregoing Section (Warranty Disclaimer), Honeywell further disclaims all
liability and is not responsible for any problems, unavailability, compatibility issues, delay or security incidents arising from
or related to: (i) conditions or events reasonably outside of its control; (ii)cyberattacks or attacks on your network security;
(iii) the public internet and communications networks; (iv) data, software, hardware, telecommunications, infrastructure or
networking equipment not provided by or supported by Honeywell;(v)User's negligence(or that of its Authorized End Users),
(vi)User's failure to use the latest version of the Software or follow published Documentation;(vii)modifications or alterations
of the Software or Documentation not made by Honeywell; or(viii)unauthorized access to the Software due to improper use
of User's credentials (or that of its Authorized End Users).
b. HONEYWELL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, LOSSES ASSOCIATED WITH LOSS
OF USE OR DATA, DAMAGE TO SYSTEMS OR EQUIPMENT, BUSINESS INTERRUPTION OR COST OF COVER IN
CONNECTION WITH OR ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SYSTEM OR ANY
UPGRADES OR UPDATES PROVIDED BY HONEYWELL HEREUNDER, WHETHER ALLEGED AS A BREACH OF
CONTRACT CLAIM OR AS ANOTHER TYPE OF CLAIM, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR UNJUST
ENRICHEMENT, UNFAIR COMPETITION,OR BUSINESS PRACTICES,OR OTHER TORTIOUS CONDUCT, INCLUDING
NEGLIGENCE AND STRICT LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. HONEYWELL, ITS AFFILIATES,LICENSORS OR SUPPLIER'S MAXIMUM,AGGREGATE LIABILITY TO YOU
RELATED TO THIS EULA AND HONEYWELL'S RELATIONSHIP TO YOU WILL NOT EXCEED$100. THE LIMITATIONS
AND EXCLUSIONS IN THIS SECTION APPLY TO ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR
RELATING TO THIS AGREEMENT, REGARDLESS OF FORM, WHETHER IN CONTRACT, TORT OR OTHERWISE,
EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
c. NO ACTION ARISING OUT OF ANY BREACH OR CLAIMED BREACH OF THIS EULA OR TRANSACTIONS
CONTEMPLATED BY THIS EULA MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE
CAUSE OF ACTION HAS ACCRUED. FOR PURPOSES OF THIS EULA,A CAUSE OF ACTION SHALL BE DEEMED TO
HAVE ACCRUED WHEN A PARTY KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE BREACH OR CLAIMED
BREACH.
16. Notices & Dispute Resolution. Other than disputes related to Honeywell's intellectual property rights, the parties agree that,
prior to initiating any legal action,they will schedule a mandatory executive resolution conference to be held within thirty (30)days
of receipt of the other party's written request. The conference must be attended by at least one executive or person from both
parties who has authority to resolve the relevant dispute on behalf of that party. If the dispute is not resolved within fifteen (15)
days following such conference, either party may pursue resolution of the dispute consistent with the other terms of the EULA.
Any questions, complaints, claims related to the Software should be in writing to Honeywell International Inc., 715 Peachtree
Street,Attn: HBT General Counsel,Atlanta, GA 30308.
17. Governing Law. This EULA and any disputes arising under or pursuant to them shall be governed by and construed in
accordance with the substantive laws of New York,and the United States of America,without regard to conflicts of laws principles,
and excluding the United Nations Convention on the International Sale of Goods of 1980 (and any amendments or successors
thereto). Honeywell and User expressly agree to exclude from the Agreement the United Nations Convention on Contracts for
the International Sale of Goods, 1980,and any successor thereto.TO THE EXTENT APPLICABLE, EACH PARTY EXPRESSLY
WAIVES ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION DIRECTLY OR INDIRECTLY
RELATED TO THIS AGREEMENT. The parties further agree that any dispute between them arising out of or relating to this
EULA,other than claims related to Honeywell's intellectual property rights(or those of any of its licensors,affiliates,and partners),
will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in a
neutral venue and by a neutral panel of three (3) arbitrators. For non-U.S. residents, disputes will be settled by arbitration in a
forum that is mutually convenient for the parties by a neutral panel of arbitrators. The panel shall permit dispositive motions and
issue a written decision sufficient to explain the essential findings and conclusions and may award damages. Any award rendered
by the arbitrator will be final, and judgment may be entered upon it in accordance with applicable law in any court having
jurisdiction thereof.
18. Apple Device Terms; Third Party Beneficiary. This Section applies only if You use the Software on an Apple device (e.g.,
iPhone, iPad, iPod Touch) (any such device, an "Apple Device"). This EULA is solely between Honeywell and You, and Apple
neither a party to this EULA nor responsible for the Software or any support thereof. To the maximum extent permitted by
5
applicable law,Apple will have no warranty obligation whatsoever with respect to the Software. Nor will Apple be responsible for
the investigation, defense, settlement or discharge of any third-party intellectual property infringement claim related to the
Software or the use thereof. You acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of
this EULA,and that, upon Your acceptance of the terms and conditions of this EULA,Apple will have the right(and will be deemed
to have accepted the right)to enforce this EULA against You as a third-party beneficiary.
19. Miscellaneous.This EULA and the rights granted herein are not assignable or transferrable by User. Honeywell may assign or
transfer this EULA or any rights in it with or without notice to User. Unenforceable provisions will be reformed to permit
enforceability with maximum effect to the original intent. Waiver of a breach is not waiver of other or later breaches. The parties
are independent contractors of the other. If required by Honeywell's written contract with such parties, certain of its licensors may
be third party beneficiaries of this EULA. The controlling version of this EULA is this English language version regardless
translation. The word "including" is exemplary meaning "including without limitation"or"including, but not limited to." The words
"shall," "will,"and "must"are obligatory while"may" is permissive, giving a right, but not obligation. If any provision of this EULA
is illegal or unenforceable under applicable law,the remainder of the provision will be amended to achieve as closely as possible
the effect of the original term and all other provisions of this EULA will continue in full force and effect.
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MC TO SIGN_RFI ProWatch Renewal
Final Audit Report 2024-08-15
Created: 2024-08-15
By: Ikhra Mohamed(imohamed@kentwa.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAbZQc-OXXfcPbE5dtMDvHLWzYaxBnggrM
WC TO SIGN_RFI ProWatch Renewal" History
Document created by Ikhra Mohamed (imohamed@kentwa.gov)
2024-08-15-3:44:29 PM GMT
Document emailed to Mike Carrington (mcarrington@kentwa.gov)for signature
2024-08-15-3:44:38 PM GMT
140 Document e-signed by Mike Carrington (mcarrington@kentwa.gov)
Signature Date:2024-08-15-3:57:35 PM GMT-Time Source:server
Agreement completed.
2024-08-15-3:57:35 PM GMT
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