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15 & 16 - Bid and Contract with Advance Alarm for new Fire Alarm System at DepotItem Nos. 15 & 16 Memorandum TO: Mayor, Mayor Pro Tem & City Council FROM: Grayson Path, City Manager SUBJECT: Paris Railroad Depot Fire Alarm Project Award of Bid and Contract DATE: January 23, 2023 FONKMOMTSIV110"I The City of Paris owns and maintains the Railroad Depot building located at 1115, 1125, and 1135 Bonham Street. We currently lease the building to three entities for their use. Over the past few years, the fire alarm system has experienced issues due to its age. Numerous repairs have been made, but it finally has come to the point that the entire system must now be replaced. This issue was originally brought to the City Manager's attention by the PEDC Board and Executive Director. The City approached Traditions Fire Consulting, LLC as a professional fire alarm engineering firm to design a fully code -compliant fire alarm system for bidding and construction. The City issued a request for bids in November 2022. STATUS OF ISSUE: The City has received two bids; 1) Advance Alarm & Electronics, Inc. and 2) Firetrol Protection Systems, Inc. The City hired the services of Traditions Fire Consulting, LLC to review both bids as compared to the_ original specifications and requirements. After reviewing both bids, and after some limited negotiating with the lowest bidder to address a few minor items, Traditions Fire Consulting, LLC and City Staff would like to recommend Advance Alarm & Electronics, Inc. as the lowest and best bid for the City of Paris. Should the City Council award the bid, we have an agenda item to follow to award a contract to Advance Alarm & Electronics, Inc. They will get started and have the project completed by March 31, 2023. BUDGET: The Advance Alarm & Electronics, Inc. bid is in an amount of $16,665.00. The Firetrol Protection Systems, Inc. bid is in an amount of $28,865.00. The City Staff recommends awarding the bid and contract to Advance Alarm & Electronics, Inc. in the amount of $16,665.00. The City has limited funds available for capital projects such as this outside of the General Fund. OPTIONS: 1. Award the bid and contract to Advance Alarm & Electronics, Inc. in the amount of $16,665.00 and authorize the City Manager to sign. 2. Request additional information on either contractor's bid. 3. Request additional negotiations to take place. 4. Reject the bid and advise City Staff as to next steps. RECOMMENDATION: 1. Award the bid and contract to Advance Alarm & Electronics, Inc. in the amount of $16.665.00 and authorize the City Manager to sign. THE STATE OF TEXAS § COUNTY OF LAMAR § THIS CONTRACT is entered into on this 23rd day of January, 2023, by and between the CITY OF PARIS, TEXAS, a municipal corporation located in Lamar County, Texas, (hereinafter referred to as "CITY"), acting by and through its City Manager or his designee, and Advance Alarm & Electronics, INC. ("hereinafter referred to as "CONTRACTOR") whose address is 1350 North Main Street, Paris, Texas, 75460. WITNESSETH: WHEREAS, CITY previously contracted with Traditions Fire Consulting, LLC, a qualified fire engineering service, for the engineering and design of a fully code -compliant fire alarm system, Attachment A; and WHEREAS, CITY desires to obtain services from CONTRACTOR for the installation of new equipment required to replace the existing fire alarm system pursuant to the provided engineered design at the City of Paris Railroad Depot Building located at 1115, 1125, and 1135 Bonham Street, Paris, Texas; and WHEREAS, CONTRACTOR is qualified to provide such services and is willing to undertake the performance of such services for CITY in exchange for fees hereinafter specified; NOW, THEREFORE, THAT IN CONSIDERATION of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows: I. Employment of Contractor CONTRACTOR will perform as an independent contractor all services under this Contract to the prevailing professional standards consistent with the professional level of care and skill ordinarily provided by competent members of its profession, both public and private, currently practicing in the same or similar locality under the same or similar circumstances. If CONTRACTOR is representing that it has special expertise in one or more areas to be utilized in this Contract, then CONTRACTOR agrees to perform those special expertise services to the appropriate local, regional and national professional standards. II. Scope of Services CONTRACTOR shall perform the following services: Attachment B: Services related to the installation of a new fire alarm system specifically including, but not necessarily limited to, the tasks enumerated more fully in Attachment B hereto entitled "Scope of Work;" as required under the engineered design drawings provided in Attachment A. Attachments A and B are hereby incorporated herein by reference and made a part hereof as if written word for word. However, in case of conflict in the language of Attachment A or B and this Contract, the terms and conditions of this Contract shall be final and binding upon both parties hereto. M. Payment for Services Total payment for services described herein shall be in accordance with Attachment B (SIXTEEN THOUSAND SIX HUNDRED SIXTY-FIVE AND NO/100 DOLLARS ($16,665.00). This total payment for services includes CONTRACTOR's ordinary expenses such as salary costs, overhead, direct expenses and profit. Additional expenses, which are extraordinary in nature, shall be approved in advance by CITY in writing signed by the parties. Such extraordinary expenses may be paid as incurred and billed to the CITY pursuant to this Contract over and above the total payment amount identified in this provision. Any extraordinary expenses not approved in writing in advance by the CITY shall remain the sole responsibility of the CONTRACTOR. CONTRACTOR will bill CITY monthly. Each invoice shall provide supporting information describing the work completed. If additional services or expenses are requested, CONTRACTOR will not provide such additional services until authorized by CITY in writing to proceed. The scope of services shall be strictly limited. CITY shall not be required to pay any amount in excess of the amount identified in the preceding paragraph unless CITY shall have approved in writing in advance (prior to the performance of additional work) the payment of additional amounts. Within thirty (30) days of receipt of each such invoice, CITY shall make payment in the amount shown by CONTRACTOR's approved statements and other documentation submitted. Such payments shall be subject to the Texas Prompt Payment Act, Texas Government Code §§ 2251.001, et seq. Nothing contained in this Contract shall require CITY to pay for any work that is unsatisfactory as determined by CITY or which is not submitted in compliance with the terms of this Contract, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which CITY may have if CONTRACTOR is in default, including the right to bring legal action for damages or for specific performance of this Contract. Waiver of any default under this Contract shall not be deemed a waiver of any subsequent default. IV. Revisions of the Scope of Services CITY reserves the right to revise or expand the scope of services after due approval by CITY as CITY may deem necessary, but in such event CITY shall pay CONTRACTOR equitable compensation for such services. In any event, when CONTRACTOR is directed to revise or expand the scope of services under this Section of the Contract, CONTRACTOR shall provide CITY a written proposal for the entire cost involved in performing such additional services. Prior to CONTRACTOR undertaking any revised or expanded services as directed by CITY under this Contract, CITY must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. It is expressly understood and agreed by CONTRACTOR that any compensation not specified in Paragraph III hereinabove may require approval by the City Council and is subject to the current budget year limitations. V. Term and Time of Performance This Contract shall begin on the date first written above. The CONTRACTOR shall commence services upon execution of this Contract. Unless terminated, or unless the Scope of Services and Time of Performance are changed in accordance with Article XV, Changes, the CONTRACTOR shall complete the Scope of Services provided under Article II by March 31, 2023. The completion schedule set for in this Article may be subject to causes that result in delay over which neither CONTRACTOR nor the CITY has any control. Notification and justification for any such delays identified by the CONTRACTOR must be made in writing and approved by the CITY. The schedule of work will be extended to include any such delays pursuant to Article XV, Changes. VI. Contract Termination Provision This Contract may be terminated at any time by CITY for any cause by providing CONTRACTOR thirty (30) days written notice of such termination. Upon receipt of such notice, CONTRACTOR shall immediately terminate working on, placing orders or entering into contracts for supplies, assistance, facilities or materials in connection with this Contract and shall proceed to promptly cancel all existing contracts insofar as they are related to this Contract. The CITY will only be obligated to compensate the CONTRACTOR in a just and equitable manner for those services performed prior to the effective date of termination and upon the CONTRACTOR's submitting a statement of actual services performed and payment requested. VII. Ownershi of Documents All materials and documents prepared or assembled by CONTRACTOR under this Contract shall become the sole property of CITY and shall be delivered to CITY without restriction on future use. CONTRACTOR may retain in its files copies of all drawings, specifications and all other pertinent information for the work. CONTRACTOR shall have no liability for changes made to any materials or other documents by others subsequent to the completion of the Contract. VIII. Insurance Requirements A. Before commencing work, the contractor shall, at its own expense, procure, pay for and maintain during the term of this Contract the following insurance written by companies approved by the State of Texas and acceptable to the City of Paris. The CONTRACTOR shall furnish to the City Clerk copies of the insurance policies required herein stating coverages, limits, expiration dates and compliance with all applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: City of Paris 150 SE First St Paris TX 75460 1. Commercial General Liability insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability, with minimum combined single limits of $1,000,000 per -occurrence, $1,000,000 Products/Completed Operations Aggregate and $1,000,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. 2. Workers' Compensation insurance with statutory limits; and Employers' Liability coverage with minimum limits for bodily injury: a) by accident, $100,000 each accident, b) by disease, $100,000 per employee with a per policy aggregate of $500,000. 3. Business Automobile Liability insurance covering owned, hired and non - owned vehicles, with a minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. 4. Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR and all contractors engaged or employed by the CONTRACTOR become legally obligated to pay as damages arising out of the performance of professional services caused by any negligent act, error, or omission with minimum limits of $1,000,000 per claim, $1,000,000 annual aggregate. NOTE: If the insurance is written on a claims -made form, coverage shall be continuous (by renewal or extended reporting period) for not less than thirty-six (36) months following completion of the contract and acceptance by the City of Paris. B. With reference to the foregoing required insurance, the CONTRACTOR shall endorse applicable insurance policies as follows: 1. A waiver of subrogation in favor of City of Paris, its officials, employees, and officers shall be contained in the Workers' Compensation insurance policy. 2. The City of Paris, its officials, employees and officers shall be named as additional insureds on the Commercial General Liability policy, by using endorsement CG2026 or broader; and, the City of Paris shall be provided a defense to any and all claims and causes of action arising out of or related to this Agreement as may be provided pursuant to CONTRACTOR's general liability insurance policies. In this regard, CONTRACTOR shall assist CITY to obtain any defense provided by the CONTRACTOR's general liability insurance policies. Nothing contained in Section XII of this Agreement shall be interpreted or applied as limiting, reducing, or eliminating any obligation or duty that CONTRACTOR's insurance carrier may owe to CITY as an additional insured, pursuant to endorsement CG2026 or broader under the CONTRACTOR's general liability insurance policies required by this Agreement, to provide the CITY with a defense and/or indemnify the CITY for any claim or cause of action, whether one or more, regardless of the proportionate responsibility or liability of the CONTRACTOR or the CITY. Neither shall anything contained in this Section VIII be interpreted or applied as providing or otherwise entitling either CONTRACTOR, CONTRACTOR's insurance carrier or any other party any right or ability to recover over against CITY any amounts of money attributable to damages, costs, expenses and/or attorneys' fees based on or arising out of a finding of comparative or proportionate responsibility or liability as against the CITY it being understood and agreed that CITY in no way intends by this Agreement to waive its sovereign immunity regarding any claim, suit or cause of action. 3. All insurance policies shall be endorsed to the effect that City of Paris will receive at least thirty (30) days notice in advance of the cancellation effective date of any policy of insurance that is cancelled by the insurance company for any reason other than nonpayment of premium. 4. All insurance policies shall be endorsed to the effect that City of Paris will receive at least ten (10) days notice in advance of the cancellation effective date of any policy of insurance that is cancelled by the insurance company for nonpayment of premium or by CONTRACTOR for any reason. C. All insurance shall be purchased from an insurance company that meets a financial rating of A- or better as assigned by A.M. Best Company or equivalent. D. The CONTRACTOR shall notify CITY in writing at least thirty (30) days prior to CONTRACTOR cancelling or making any material change to any coverage(s) provided in, or through, the insurance policies required under this Section VIII. Failure by CONTRACTOR to provide CITY the notice required hereunder may, in the sole discretion of CITY, be deemed a material breach of this Agreement. E. The CONTRACTOR shall require all subcontractors to maintain during the term of this agreement, Commercial General Liability insurance, Business Automobile Liability insurance, and Workers' Compensation and Employer's Liability insurance, in the same manner as specified for the CONTRACTOR. The CONTRACTOR shall furnish subcontractors' certificates of insurance to the City immediately upon request. F. No acceptance and/or approval of any insurance by the City shall be construed as relieving or excusing the CONTRACTOR, or the surety, or its bond, from any liability or obligation imposed upon either or both of them by the provisions of the Contract Documents. G. The CONTRACTOR shall be responsible for the work performed under the contract and every part thereof, and for all materials, tools, equipment, appliances, and property of any and all descriptions used in connection with the work. The CONTRACTOR assumes all risks for direct and indirect damage or injury to the property or persons used or employed on or in connection with the work contracted for, and of all damage or injury to any person or property wherever located, resulting from any action, omission, commission or operation under the Contract, or in connection in any way whatsoever with the contracted work, until final acceptance of the work by the City. H. Insurance coverage required in these specifications shall be in force throughout the Contract Term. Should the CONTRACTOR fail to provide acceptable evidence of current insurance within seven (7) days of written notice at any time during the Contract Term, the City shall have the absolute right to terminate the Contract without any further obligation to the CONTRACTOR, and the CONTRACTOR shall be liable to the City for the entire additional cost of procuring performance and the cost of performing the incomplete portion of the Contract at time of termination. I. Nothing contained in this agreement shall be construed as creating any contractual relationship between any subcontractor and the City. The CONTRACTOR shall be as fully responsible to the City for the acts and omissions of the subcontractors and of persons employed by them as it is for acts and omissions of persons directly employed by it. J. Precaution shall be exercised by the CONTRACTOR at all times for the protection of persons, (including employees) and property. All existing structures, utilities, roads, services, trees and shrubbery shall be protected against damage or interruption of service at all times by the CONTRACTOR and its subcontractors during the term of the Contract, and the CONTRACTOR shall be held responsible for any damage to property occurring by reason of its operation on the property. IX. Right to Inspect Records CONTRACTOR agrees that CITY shall have access to and the right to examine any books, documents, papers and records of CONTRACTOR involving transactions relating to this Contract. CONTRACTOR agrees that CITY shall have access during normal working hours to all necessary CONTRACTOR facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. CITY shall give CONTRACTOR reasonable advance notice of intended audits. CONTRACTOR further agrees to include in subcontract(s), if any, a provision that any subcontractor agrees that CITY shall have access to and the right to examine any directly pertinent books, documents, papers and records of such engineer or sub- contractor involving transactions to the subcontract, and further, that CITY shall have access during normal working hours to all such sub -contractor facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of the paragraph. CITY shall give any such sub -contractor reasonable advance notice of intended audits. X. Successors and Assiwns CITY and CONTRACTOR each bind themselves and their successors, executors, administrators and assigns to the other party to this contract and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this Contract. Neither CITY nor CONTRACTOR shall assign or transfer its interest herein without the prior written consent of the other. XI. Contractor's Liabilit%, and Warranty Acceptance of the final work by the CITY shall not constitute nor be deemed a release of the responsibility and liability of CONTRACTOR, its employees, associates, agents or CONTRACTORS for the acceptable completeness of the work; nor shall such acceptance be deemed an assumption of responsibility by CITY for any defect in the work; nor shall such acceptance be deemed an assumption of responsibility by CITY for any defect in the work prepared by said CONTRACTOR, its employees, associates, agents or subcontractors. CONTRACTOR herein provides a one (1) year warranty on workmanship and a five (5) year warranty on the plaster. CONTRACTOR further provides a thirty (30) day warranty on tile, brick, and rock repairs. XII. INDEMNIFICATION CONTRACTOR DOES HEREBY COVENANT AND CONTRACT TO WAIVE ANY AND ALL CLAIMS, AND TO RELEASE, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS CITY COUNCIL, OFFICERS, EMPLOYEES, AND AGENTS, IN BOTH THEIR PUBLIC AND PRIVATE CAPACITIES, FROM AND AGAINST ALL LIABILITY, CAUSES OF ACTION, CITATIONS, CLAIMS, COSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LOSSES, PENALTIES OR SUITS, WHICH IN ANY WAY ARISE OUT OF, RELATE TO, OR RESULT FROM CONTRACTOR'S PERFORMANCE UNDER THIS CONTRACT AND WHICH ARE CAUSED BY THE INTENTIONAL WRONGFUL ACTS OR NEGLIGENT ACTS OR OMISSIONS OF CONTRACTOR OR CONTRACTOR'S SUBCONTRACTORS AND THE OFFICERS, AGENTS OR EMPLOYEES OF EITHER CONTRACTOR OR CONTRACTOR'S SUBCONTRACTORS (THE "INDEMNIFIED ITEMS") SUBJECT TO THE LIMITATIONS IN TEXAS LOCAL GOVERNMENT CODE § 271.904 AND TEXAS CIVIL PRACTICE AND REMEDIES CODE, § 130.002(B). BY WAY OF EXAMPLE, THE INDEMNIFIED ITEMS MAY INCLUDE PERSONAL INJURY AND DEATH CLAIMS AND PROPERTY DAMAGE CLAIMS, INCLUDING THOSE FOR LOSS OF USE OF PROPERTY, AS WELL AS INTELLECTUAL PROPERTY INFRINGEMENT OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. INDEMNIFIED ITEMS SHALL INCLUDE REASONABLE ATTORNEYS' FEES AND COSTS, COURT COSTS, AND SETTLEMENT COSTS. INDEMNIFIED ITEMS SHALL ALSO INCLUDE ANY EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, INCURRED BY AN INDEMNIFIED INDIVIDUAL OR ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY. XIII. Independent Contractor CONTRACTOR's status shall be that of an Independent Contractor and not an agent, servant, employee or representative of CITY in the performance of this Contract. No term or provision of or act of CONTRACTOR or CITY under this Contract shall be construed as changing that status. CONTRACTOR will have exclusive control of and the exclusive right to control the details of the work performed hereunder, and shall be liable for the acts and omissions of its officers, agents, employees, contractors, subcontractors and engineers and the doctrine of respondeat superior shall not apply as between CITY and CONTRACTOR, its officers, agents, employees, contractors, subcontractors and engineers, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and CONTRACTOR. CITY and CONTRACTOR shall not be construed to be in any type of joint venture with respect to the scope of work set forth in this Contract. XIV. Default If at any time during the term of this Contract, CONTRACTOR shall fail to commence the work in accordance with the provisions of this Contract or fail to diligently provide services in an efficient, timely and careful manner and in strict accordance with the provisions of this Contract or fail to use an adequate number or quality of personnel to complete the work or fail to perform any of its obligations under this Contract, then CITY shall have the right, if CONTRACTOR shall not cure any such default after thirty (30) days written notice thereof, to terminate this Contract. Any such act by CITY shall not be deemed a waiver of any other right or remedy of CITY. If after exercising any such remedy due to CONTRACTOR's nonperformance under this Contract, the cost to CITY to complete the work to be performed under this Contract is in excess of that part of the Contract sum which has not theretofore been paid to CONTRACTOR hereunder, CONTRACTOR shall be liable for and shall reimburse CITY for such excess. CONTRACTOR'S liability under this provision shall be limited to the total dollar amount of this Contract. This Section XIV shall not supersede and shall be in addition to CITY's right under Section VI to terminate this contract for any reason upon thirty (30) days' written notice of such termination. CITY's remedies for CONTRACTOR's default or breach under this Contract shall be one or more of the following remedies which may be exercised separately or in combination at CITY's sole exclusive choice: (a) Specific performance of the Contract; (b) Re -performance of this Contract at no extra charge to CITY; or, (c) Monetary damages in an amount not to exceed the greater of: (1) The amount of any applicable insurance coverage CONTRACTOR is required to purchase and maintain under this Contract plus any deductible amount to be paid by CONTRACTOR in conjunction with said coverage regardless of whether CONTRACTOR has actually purchased and maintained said coverage; or, (2) The total dollar amount of this Contract. The terms of Sections XII entitled Indemnification, and XVII entitled Confidential Information shall survive termination of this Contract. XV. Changes CITY may, from time to time, require changes in the scope of services to be performed under this Contract. Such changes as are mutually agreed upon by and between CITY and CONTRACTOR shall be incorporated by written modification to this Contract. XVI. Conflict of Interest CONTRACTOR covenants and agrees that CONTRACTOR and its associates and employees will have no interest, and will acquire no interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under this Contract. All activities, investigations and other efforts made by CONTRACTOR pursuant to this Contract will be conducted by employees, associates or subcontractors of CONTRACTOR. XVII. Confidential Information CONTRACTOR hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of its obligations in accordance with this Contract, which is of a confidential, non-public or proprietary nature. CONTRACTOR shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for its own use or the use of any third party at any time during or subsequent to this Contract. As used herein, "Confidential Information" means all oral and written information concerning City of Paris, its affiliates and subsidiaries, and all oral and written information concerning CITY or its activities, that is of a non-public, proprietary or confidential nature including, without limitation, information pertaining to customer lists, services, methods, processes and operating procedures, together with all analyses, compilation, studies or other documents, whether prepared by CONTRACTOR or others, which contain or otherwise reflect such information. The term "Confidential Information" shall not include such materials that are or become generally available to the public other than as a result of disclosure by CONTRACTOR, or are required to be disclosed by a governmental authority or pursuant to a properly submitted request under the Texas Public Information Act. XVIII. Mailing., Address All notices and communications under this CONTRACT to be mailed to CITY shall be sent to the address of CITY's agent as follows, unless and until CONTRACTOR is otherwise notified: Grayson Path City Manager City of Paris Post Office Box 9037 Paris, Texas 75461 Notices and communications to be mailed or delivered to CONTRACTOR shall be sent to the address of CONTRACTOR as follows, unless and until CITY is otherwise notified: Zac Blount Advance Alarm & Electronics, Inc. 1350 N Main Street Post Office Box 428 Paris, Texas 75461 Any notices and communications required to be given in writing by one party to the other shall be considered as having been given to the addressee on the date the notice or communication is posted, faxed or personally delivered by the sending party. XIX. Applicable Law The CONTRACT is entered into subject to the Paris City Charter and ordinances of CITY, as same may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws. CONTRACTOR will make any and all reports required per federal, state or local law including, but not limited to, proper reporting to the Internal Revenue Service, as required in accordance with CONTRACTOR's income. Situs of this Contract is agreed to be Lamar County, Texas, for all purposes, including performance and execution. XX. Severability If any of the terms, provisions, covenants, conditions or any other part of this Contract are for any reason held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, conditions or any other part of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. XXI. Remedies No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Contract may be waived without written consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract. XXII. Entire Agreement This Contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters herein, and except as otherwise provided herein cannot be modified without written agreement of the parties. XXIII. Non -Waiver It is further agreed that one (1) or more instances of forbearance by CITY in the exercise of its rights herein shall in no way constitute a waiver thereof. XXIV. Headings The headings of this Contract are for the convenience of reference only and shall not affect any of the terms and conditions hereof in any manner. XXV. Venue The parties to this Contract agree and covenant that this Contract will be enforceable in Paris, Texas; and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Lamar County, Texas, or in the United States District Court for the Eastern District of Texas, Sherman Division. XXVI. No Third Parte Beneficiary For purposes of this Contract, including its intended operation and effect, the parties (CITY and CONTRACTOR) specifically agree and contract that: (1) the Contract only affects matters/disputes between the parties to this Contract, and is in, no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with CITY or CONTRACTOR or both; and (2) the terms of this Contract are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either CITY or CONTRACTOR. XXVII Incorporation of Provisions Re uired b'L Law Each provision and clause required by law to be inserted into the Contract shall be deemed to be enacted herein and this Contract shall be read and enforced as though each were included herein. If through mistake or otherwise any such provision is not inserted or is not correctly inserted, the Contract shall be amended to make such insertion on application by either party. XXVIII E ual Employment Opportunity In the performance of this Contract, the CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, age, sex, national origin or any other protected class. XXIX Form 1295 CONTRACTOR, in compliance with the laws of the State of Texas, will execute the Form 1295, notice of interested parties, provided by Customer for filing with the Texas Ethics Commission. XXX Non-discrimination Aainst Israel CONTRACTOR, in compliance with the laws of the State of Texas, agrees that it does not and will not boycott the State of Israel IN WITNESS WHEREOF, the parties hereto have set their hands by their representatives duly authorized on the day and year first written above. --------------------------------SIGNATURE PAGE FOLLOWS-------------------------------- ATTEST: Janice Ellis City Clerk APPROVED AS TO FORM: STEPHANIE H. HARRIS City Attorney CITY OF PARIS LN GRAYSON PATH City Manager Date Signed: DCC, Inc. LI -A ZAC BLOUNT OWNER Date Signed: [Remainder of page left blank intentionally.] THE STATE OF TEXAS § COUNTY OF LAMAR § BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared GRAYSON PATH, City Manager of the CITY OF PARIS, a Texas Municipal Corporation, known to me to be the person who's name is subscribed to the foregoing instrument, and acknowledged to me that he has executed the same on the City's behalf. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF .20 Notary Public Lamar County, Texas My commission expires THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the"' _ day of , 2023, by Zac Blount in his capacity as Advance Alarm Electronics, Inc. of Paris, Texas, a Texas Corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he executed the same on behalf of and as the act of Advance Alarm & Electronics, Inc. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF ....... , 20 . Notary Public County, Texas My commission expires Attachment A ►� ----------- _ �. Y LX 0 4 Y Bp Y 0 4 Y Bp G 1 �1 G f I� f i/ 4/ '` I Attachment B 2 AR INCE ALARM & ELECTRONICS, lite. 13'50 North U0111in %t,, 'I'll PO BOX 418 0 Parb, Texas T!WN 0 Office (903) 764 8831 FfftaU &§&DAdVAMCgA6MMA=Qv AAkjjLgbMuLtWAaMo6= janualy6, 2023 Mv Thww-, hich4cxxioe Fue ,luef City of Pzis. '['exas JO& lWhoad Dqwt Buildiq 1125 Boahm St Pasis,'Dg Rc! AtRumasic Fire, Alarm System - ReplacemeW We umdid like to olger cur quawtmi in the amoust of $161665,00 iller the instaUstilun P91 an A.Womahc Fw', nmw Systemat the abuue reffrenred pr0*1 Please ivview l subsequviv inforinadon aind nwe the clarifications and exclusiotudetaflM belst'a. 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