26-R-010 Authorizing a Service and Maintenance Agreement with Honeywell for Public Safety Station Alerting ServicesRESOLUTION 26-R-010
A RESOLUTION BY THE CITY COUNCIL OF THE CITY
OF SCHERTZ, TEXAS AUTHORIZING A SERVICE AND
MAINTENANCE AGREEMENT WITH HONEYWELL FOR
PUBLIC SAFETY STATION ALERTING SERVICES
WHEREAS, the Schertz IT Department has a need to enter into a service and
agreement with Honeywell; and
WHEREAS, the Schertz IT Department purchases hardware, software, and equipment
from Honeywell to help provide support services for station alerting for Fire Stations; and
WHEREAS, the Schertz IT Department has chosen Honeywell, a sole source vendor, for
the agreement of service; and
WHEREAS, the City of Schertz will fund the purchase of Honeywell maintenance and
repair services through the approved 2025-2026 annual IT Department budget.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS THAT:
Section 1. The City Council hereby authorizes a service and maintenance agreement with
Honeywell substantially as set forth in Exhibit A for station alerting services with a five year not to
exceed amount of $190,000.
Section 2. The recitals contained in the preamble hereof are hereby found to be true, and
such recitals are hereby made a part of this Resolution for all purposes and are adopted as
a part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any
provision of this Resolution are hereby repealed to the extent of such conflict, and the
provisions of this Resolution shall be and remain controlling as to the matters resolved
herein.
Section 4. This Resolution shall be construed and enforced in accordance with the laws
of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person or
circumstance shall be held to be invalid, the remainder of this Resolution and the
application of such provision to other persons and circumstances shall nevertheless be
valid, and the City Council hereby declares that this Resolution would have been enacted
without such invalid provision.
Section 6. It is officially found, determined, and declared that the meeting at which this
Resolution is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by Chapter 551, Texas Government Code, as
amended.
Section 7. This Resolution shall be in force and effect from and after its final passage,
and it is so resolved.
PASSED AND APPROVED on the Y day off , 2026.
CITY OF SCHERTZ, TEXAS
Ralpff Rodriguez, M or
Sheila Edmondson, TRMC
City Secretary
EXHIBIT A
i
r ' f A L IGn
by Honeywell
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 Schertz
Attn: Donney S. Martin — Public Safety Systems Administrator
1400 Schertz Parkway
Schertz, TX 78154
Email: unartin(a)schertz.com
l . 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.
2. 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 9 below;
b. "Application or App" shall mean the Phoenix G2 FSA Mobile Application for iOS
and Android mobile devices.
c. "Commencement Date" shall be October 1, 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.
US Digital Designs — Service Agreement Page 1 of 10
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;
"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 13
below.
3. 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 17:00 MST,
excluding Honeywell holidays;
b. Remote access support Monday through Friday from 08:00 to 17:00 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
US Digital Designs — Service Agreement Page 2 of 10
governed by the Mobile Application End User's Agreement that must be accepted
by each user at the time the software is downloaded.
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.
4. 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.
5. 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.
6. 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.
US Digital Designs — Service Agreement Page 3 of 10
7. No Fault Found. Honeywell reserves the right to charge 50% of the standard repair
price if the returned Hardware is found to have no fault. Customer understands that this fee is
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.
8. 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.
9. 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. Invoices remaining unpaid for more than 30 days shall bear interest at
18% per annum.
10. 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.
US Digital Designs — Service Agreement Page 4 of 10
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.
11. 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 12 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.
12. 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 ensure that 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
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• System software customization
• Network troubleshooting assistance including packet capture and network
monitoring on Honeywell devices
• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer
b. Timely Access. 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. Phvsical 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.
13. Ongoing Service Term, Renewal and Termination. The initial term of this
Agreement shall begin on the Commencement Date and shall continue for one year ("Initial
Term"). Unless previously terminated as set forth in this Section, Customer may renew this
agreement for four (4) additional one-year terms (each an "Additional Term") by giving written
notice of Customer's intent to renew at least 30 days prior to the expiration of the Initial Term or
any Additional Term, as the case may be, or by timely payment of the "Annual Fee" (as defined
below). 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.
14. 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 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
US Digital Designs — Service Agreement Page 6 of 10
or before the Due Date or 30 days after the date of the invoice, whichever is later. Late payments
will be in accordance with the Texas Prompt Payment Act. Annual Fees are nonrefundable.
13. 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.
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.
14. 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
US Digital Designs — Service Agreement Page 7 of 10
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
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.
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15. 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
Parry'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:
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.
16. 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.
17. 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.
18. 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 Parry. Such electronic signatures will have the same binding effect as
any original signature, and electronic copies will be deemed valid.
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19. 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.
20. 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.
21. 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.
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. 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.
22. 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.
23. 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 Schertz Honeywell International Inc.
By:
Name:
Its:
Date:
LO
Susheel Tenguria
General Manager / USDD group
Date:
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CITY OF SCHERTZ
ADDITIONAL REQUIRED TERMS AND CONDITIONS
(A) Subletting.
The Contractor shall not sublet or transfer any portion of the work under this Agreement or
any Scope of Work issued pursuant to this Agreement unless specifically approved in writing
by the City, which approval shall not be unreasonably withheld. Subcontractors shall
comply with all provisions of this Agreement and the applicable Scope of Work. The
approval or acquiescence of the City in the subletting of any work shall not relieve the
Contractor of any responsibility for work done by such subcontractor.
(B) Compliance with Laws.
The Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules
and regulations, and the orders and decrees of any courts, administrative, or regulatory
bodies in any matter affecting the performance of this Agreement, including, without
limitation, worker's compensation laws, minimum and maximum salary and wage statutes
and regulations, and licensing laws and regulations. When required, the Contractor shall
furnish the City with satisfactory proof of compliance.
(C) Non -Collusion.
Contractor represents and warrants that Contractor has not given, made, promised or paid,
nor offered to give, make, promise or pay any gift, bonus, commission, money or other
consideration to any person as an inducement to or in order to obtain the work to be
provided to the City under this Agreement. Contractor further agrees that Contractor shall
not accept any gift, bonus, commission, money, or other consideration from any person
(other than from the City pursuant to this Agreement) for any of the Work performed by
Contractor under or related to this Agreement. If any such gift, bonus, commission, money,
or other consideration is received by or offered to Contractor, Contractor shall immediately
report that fact to the City and, at the sole option of the City, the City may elect to accept
the consideration for itself or to take the value of such consideration as a credit against the
compensation otherwise owing to Contractor under or pursuant to this Agreement.
(D) Non -Boycott of Israel.
Pursuant to Section 2270.002 of the Texas Government Code, Contractor certifies that either
(i) it meets an exemption criterion under Section 2270.002; or (ii) it does not boycott Israel
and will not boycott Israel during the term of the contract resulting from this solicitation.
Contractor shall state any facts that make it exempt from the boycott certification as an
attachment to this agreement.
Relevant definitions from the bill:
"Company" means a for -profit sole proprietorship, organization, association, corporation,
partnership, joint venture, limited partnership, limited liability partnership, or limited
liability company, including a wholly owned subsidiary, majority -owned subsidiary, parent
company, or affiliate of those entities or business associations that exists to make a profit.
"Boycott Israel" means refusing to deal with, terminating business activities with, or
otherwise taking any action that is intended to penalize, inflict economic harm on, or limit
commercial relations specifically with Israel, or with a person or entity doing business in
Israel or in an Israeli -controlled territory, but does not include an action made for ordinary
business purposes.
(E) Non -Boycott of Energy.
Pursuant to Texas Senate Bill 13 (2021), Contractor certifies that either (i) it does not boycott
Israel and will not boycott energy companies; and (2) will not boycott energy companies
during the term of the contract resulting from this solicitation. Contractor shall state any
facts that make it exempt from the boycott certification as an attachment to this agreement.
(F) Non -Boycott of Firearm Entity.
Pursuant to Texas Senate Bill 19 (2021), Contractor certifies that it: (a) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (b) will not discriminate during the term of the contract against a
firearm entity or firearm trade association.
(G) Access to Premises.
Authorized representatives of the Contractor will be allowed access to the facilities on City
premises at reasonable times to perform the obligations of the Contractor regarding such
facilities. Contractor shall adhere to all City rules, regulations, and guidelines while on City
property. It is expressly understood that the City may limit or restrict the right of access
herein granted in any manner considered necessary (e.g., national security, public safety).
(H) Dispute Resolution.
In accordance with the provisions of Subchapter I, Chapter 271, TEx. LOCAL GOVT CODE, the
parties agree that, prior to instituting any lawsuit or other proceeding arising from a dispute
under this agreement, the parties will first attempt to resolve the dispute by taking the
following steps: (1) A written notice substantially describing the nature of the dispute shall
be delivered by the dissatisfied party to the other party, which notice shall request a written
response to be delivered to the dissatisfied party not less than 5 days after receipt of the
notice of dispute. (2) If the response does not reasonably resolve the dispute, in the
opinion of the dissatisfied party, the dissatisfied party shall give notice to that effect to the
other party whereupon each party shall appoint a person having authority over the
activities of the respective parties who shall promptly meet, in person, in an effort to
resolve the dispute. (3) If those persons cannot or do not resolve the dispute, then the
parties shall each appoint a person from the highest tier of managerial responsibility within
each respective party, who shall then promptly meet, in person, in an effort to resolve the
dispute.
(1) Disclosure of Business Relationships/Affiliations; Conflict of Interest Questionnaire.
Contractor represents that it is in compliance with the applicable filing and disclosure
requirements of Chapter 176 of the Texas Local Government Code.
(J) Payments Subject to Future Appropriation.
This Agreement shall not be construed as a commitment, issue, pledge or obligation of
any specific taxes or tax revenues for payment to Contractor.
1. All payments or expenditures made by the City under this Agreement are subject to
the City's appropriation of funds for such payments or expenditures to be paid in the
budget year for which they are made.
2. The payments to be made to Contractor, or other expenditures under this Agreement,
if paid, shall be made solely from annual appropriations of the City as may be legally
set aside for the implementation of Article III, Section 52-a of the Texas Constitution
or Chapter 380 of the Texas Local Government Code or any other economic
development or financing program authorized by statute or home rule powers of the
City under applicable Texas law, subject to any applicable limitations or procedural
requirements.
3. In the event the City does not appropriate funds in any fiscal year for payments due
or expenditures under this Agreement, the City shall not be liable to Contractor for
such payments or expenditures unless and until appropriation of said funds is made;
provided, however, that Contractor, in its sole discretion, shall have the right but not
the obligation to terminate this Agreement and shall have no obligations under this
Agreement for the year in respect to which said unappropriated funds relate.
(K) Governing Law; Venue
This Agreement and all of the transactions contemplated herein shall be governed by and
construed in accordance with the laws of the State of Texas. The provisions and
obligations of this Agreement are performable in Guadalupe County, Texas such that
exclusive venue for any action arising out of this Agreement shall be in Guadalupe County,
Texas.
SCHERTZ PURCHASING DEPARTMENT
SOLE SOURCE PURCHASE REQUEST FORM
This form must be completed for each requisition/contract that provides for proprietary (sole source) acquisition of goods
and services valued at a total amount of $3,000.00 or more. Approved sole source will be valid for a period of two (2)
years unless otherwise noted.
Vendor: US Digital Designs by Honeywell
Product/Service: Phoenix G2 Fire Station Alerting System
1. Unique Features. What is the ONE unique feature that this product offers that no other product offers.
The station alerting system provided by this vendor, uses Linux OS servers for back end
stability for many hours of uptime that needed.
2. Special Needs. Briefly explain why the ONE unique features (above) is required for City of Schertz
The stability of the system is very important, to provide 24/7 Fire/EMS service for the City of
Schertz. This system is dedicated tool needed by Fire/EMS to handle calls in a timely manner.
3. Other Sources. State the reason or reasons why competing products are not satisfactory, e.g. a justification for the
proprietary (sole source) acquisition:
This equipment is proprietary to US Digital Designs, there are no third party sellers of this
equipment. There are other alerting systems out there, but this vender and equipment met our
pricing needs.
4. Check all entries below that apply to the proposed purchase.
(More than one entry will apply to most sole source products/services requested).
i✓ l
Sole Source request is for the original manufacturer or provider, there are no regional distributors. (Attach the
manufacturer's written certification that no regional distributors exist. )
1-1 Sole Source request is for the only area distributor of the original manufacturer or provider.
The part/equipment are not interchangeable with similar parts of another manufacturer. (Explain in Section
2: Special Needs)
❑This is the only known item or service that will meet the specialized needs of this department or perform the
intended function. (Explain in Section 2: Special Needs)
Other: Additional justification is attached
The undersigned requests that Texas Local Government Code §252.021 Competitive Bidding and Competitive Proposal
Requirements be waived and that the vendor identified as the supplier of the service or material described in this sole
source justification be authorized as a sole source for the service or material.
Department Head Signature Dawwwuv Ha y`(,i , Date 1 /7/26
Purchasing Manager Signature Da,,z4w C-N�4af, Approved Denied Date
Honeywell International Inc.
+r�s US DIGITALDESIGnS Through its US Digital Designs group
by Honeywell 1150 W. Grove Parkway, Suite 110
Tempe, Arizona 85283
Phone: (602) 687-1730
January 6, 2026
City of Schertz
1400 Schertz Parkway
Schertz, TX 78154
RE: Phoenix G2 - Station Alerting System — Sole Source Manufacturer Statement
To Whom It May Concern:
The City of Schertz ("City") uses the Phoenix G2 fire Station Alerting System ("System") which allows City
to be dispatched by the City of San Antonio Fire Department and provides automated voice dispatching
through City's radio system and at City's individual fire stations. The System allows for zoning so that
only assigned units are alerted in a station, and stations are alerted through both visual and audio
means. Transmissions of alerts are done in milliseconds and have proven to reduce response times.
City's Fire Department has determined that utilizing the System at its stations is the best solutions to
meet the objections of City and provide the most value to the community.
Honeywell International Inc., through its US Digital Design group, is the sole manufacturer of the
Phoenix G2 Fire Station Alerting system, including all hardware and software. The System is proprietary
in nature and integrates with the San Antonio dispatch Center used by City allowing delivery of fast and
reliable alerts. No other company can provide a compatible system capable of being implemented in
parallel with the current system. Moreover, as the manufacturer, Honeywell s able to offer the lowest
factory -direct pricing to City. No distributor of the Phoenix G2 System is able to provide pricing at a
lower price. In addition, with the exception of certified installation companies authorized to perform
"installation only" services, no other organization or entity is able or authorized to service and/or
support our station alerting systems.
Please let me know if I can answer any additional questions. Thank you for the opportunity to support
your community.
Best Regards,
Susheel Tenguria
General Manager