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HomeMy WebLinkAbout2019-246 20200164 Federal Signal Corporation PERSONAL SERVICES AGREEMENT $25,000.00 or less CONSULTANT: Federal Signal Corporation CITY OF ASHLAND ADDRESS: 2645 Federal Signal Dr. 20 East Main Street University Park, IL 60484 Ashland, Oregon 97520 Telephone: 541/488-5587 TELEPHONE: 708-534-4756 Far: 5411488-6006 EMAIL: BRoss@fedsig.com This Personal Services Agreement (hereinafter "Agreement") is entered into by and between the City of Ashland, an Oregon municipal corporation (hereinafter "City") and Federal Signal Corporation, a foreign business corporation ("hereinafter "Consultant"), for travel, expenses and on-site work to verify Hosler Dam system is operational. NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and Consultant hereby agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on the date of execution on behalf of the City, as set forth below (the "Effective Date"), and unless sooner terminated as specifically provided herein, shall terminate upon the City's affirmative acceptance of Consultant's Work as complete and Consultant's acceptance of the City's final payment therefore, but not later than June 30, 2020. 2. Scope of Work: Consultant will provide travel, expenses and on-site work to verify Hosler Dam system is operational as more fully set forth in the Consultant's Proposal dated 08/22/2019, which is attached hereto as `'Txhibit A" and incorporated herein by this reference. Consultant's services are collectively referred to herein as the "Work." 3. Supporting Documents/Conflicting Provisions: This Agreement and any exhibits or other supporting documents shall be construed to be mutually complementary and supplementary wherever possible. In the event of a conflict which cannot be so resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the exhibits or supporting documents. 4. All Costs Borne by Consultant: Consultant shall, at its own risk, perform the Work described above and, unless otherwise specified in this Agreement, furnish all labor, equipment, and materials required for the proper performance of such Work. 5. Qualified Work: Consultant has represented, and by entering into this Agreement now represents, that all personnel assigned to the Work to be performed under this Agreement are fully qualified to perform the service to which they will be assigned in a skilled and worker-like manner and, if required to be registered, licensed or bonded by the State of Oregon, are so registered, licensed and bonded. Page I of 5: Personal Services Agreement with Federal Signal Corporation 6. Compensation: City shall pay Consultant the sum of $7,450.00 (seven thousand four hundred fifty dollars) as full compensation for Consultant's performance of all Work under this Agreement. In no event shall Consultant's total of all compensation and reimbursement under this Agreement exceed the sum of $7,450.00 (seven thousand four hundred fifty dollars) without the express, written approval from the City official whose signature appears below, or such official's successor in office. Payments shall be made within thirty (30) days of the date of receipt by the City of Consultant's invoice. Should this Agreement be terminated prior to completion of all Work, payments will be made for any phase of the Work completed and accepted as of the date of termination. 7. Ownership of Work/Documents: All Work, work product, or other documents produced in furtherance of this Agreement belong to the City, and any copyright, patent, trademark proprietary or any other protected intellectual property right shall vest in and is hereby assigned to the City. 8. Statutory Requirements: The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 2796.220, 279B.230 and 279B.235. 9. Living Wage Requirements: If the amount of this Agreement is $21,127.46 or more, Consultant is required to comply with Chapter 3.12 of the Ashland Municipal Code by paying a living wage, as defined in that chapter, to all employees performing Work under this Agreement and to any Subcontractor who performs 50% or more of the Work under this Agreement. Consultant is also required to post the notice attached hereto as "Exhibit B" predominantly in areas where it will be seen by all employees. 10. Indemnification: Consultant hereby agrees to defend, indemnify, save, and hold City, its officers, employees, and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, or other damages resulting from injury to any person (including injury resulting in death), or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this Agreement by Consultant (including but not limited to, Consultant's employees, agents, and others designated by Consultant to perform Work or services attendant to this Agreement). However, Consultant shall not be held responsible for any losses, expenses, claims, subrogations, actions, costs, judgments, or other damages, caused solely by the negligence of City. 11. Termination: a. Mutual Consent. This Agreement may be terminated at any time by the mutual consent of both parties. b. Citv's Convenience. This Agreement may be terminated by City at any time upon not less than thirty (30) days' prior written notice delivered by certified mail or in person. C. For Cause. City may terminate or modify this Agreement, in whole or in part, effective upon delivery of written notice to Consultant, or at such later date as may be established by City under any of the following conditions: i. If City funding from federal, state, county or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services; ii. If federal or state regulations or guidelines are modified, changed, or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Agreement or are no longer eligible for the funding proposed for payments authorized by this Agreement; or Pave 2 of 5: Personal Services Ageemenl with Federal Signal Corporation iii. If any license or certificate required by law or regulation to be held by Consultant to provide the services required by this Agreement is for any reason denied, revoked, suspended, or not renewed. d. For Default or Breach. i. Either City or Consultant may terminate this Agreement in the event of a breach of the Agreement by the other. Prior to such termination the party seeking termination shall give to the other party written notice of the breach and its intent to terminate. If the party committing the breach has not entirely cured the breach within fifteen (15) days of the date of the notice, or within such other period as the party giving the notice may authorize in writing, then the Agreement may be terminated at any time thereafter by a written notice of termination by the party giving notice. ii. Time is of the essence for Consultant's performance of each and every obligation and duty tinder this Agreement. City, by written notice to Consultant of default or breach, may at any time terminate the whole or any part of this Agreement if Consultant fails to provide the Work called for by this Agreement within the time specified herein or within any extension thereof. iii. The rights and remedies of City provided in this subsection (d) are not exclusive and are in addition to any other rights and remedies provided by law or under this Agreement. 12. Independent Contractor Status: Consultant is an independent contractor and not an employee of the City for any purpose. 13. Assignment: Consultant shall not assign this Agreement or subcontract any portion of the Work without the written consent of City. Any attempted assignment or subcontract without written consent of City shall be void. 14. Default. The Consultant shall be in default of this Agreement if Consultant: commits any material breach or default of any covenant, warranty, certification, or obligation under the Agreement; institutes an action for relief in bankruptcy or has instituted against it an action for insolvency; makes a general assignment for the benefit of creditors; or ceases doing business on a regular basis of the type identified in its obligations under the Agreement; or attempts to assign rights in, or delegate duties under, this Agreement. 15. Insurance. Consultant shall, at its own expense, maintain the following insurance: a. Workers' Compensation. Consultant shall obtain and maintain Workers' Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon Workers' Compensation coverage for its subject workers, unless such employers are exempt under ORS 656.126. If exempt under ORS 656.126, Consultant shall certify such exemption to the City. b. Professional Liabilitv insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence. This is to cover any damages caused by error, omission or negligent acts related to the Work to be provided under this Agreement, c. General Liability insurance with a combined single limit, or the equivalent, of not less than $2,000,000 (two million dollars) per occurrence for Bodily Injury, Death, and Property Damage. d. Automobile Liability insurance with a combined single limit, or the equivalent, of not less than $1,000,000 (one million dollars) for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable. Page 3 ors: Personal Services Agreement with Federal Signal Corporation e. Notice of cancellation or change. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without thirty (30) days' prior written notice from the Consultant or its insurer(s) to the City. f. Additional Insured/Certificates of Insurance. Consultant shall name the City of Ashland, Oregon, and its elected officials, officers and employees as Additional Insureds on any insurance policies, excluding Professional Liability and Workers' Compensation, required herein, but only with respect to Consultant's services to be provided under this Agreement. The consultant's insurance is primary and non-contributory. As evidence of the insurance coverages required by this Agreement, the Consultant shall furnish acceptable insurance certificates and endorsements prior to commencing the Work under this Agreement. 16. Nondiscrimination: Consultant agrees that no person shall, on the grounds of race, color, religion, creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or physical disability, sexual orientation, gender identity or source of income, suffer discrimination in the performance of any Work under this Agreement when employed by Consultant. Consultant agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Farther, Consultant agrees not to discriminate against a disadvantaged business enterprise, minority-owned business, woman-owned business, a business that a service-disabled veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding subcontracts as required by ORS 279A.1 10. 17. Consultant's Compliance With Tax Laws: 17.1 Consultant represents and warrants to the City that: 17. 1.1 Consultant shall, throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 17.1.2 Consultant, for a period of no fewer than six (6) calendar years preceding the Effective Date of this Agreement, has faithfully complied with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316, 317, and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant; and (iii) Any rules, regulations, charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 18. Governing Law; Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of the State of Oregon without regard to conflict of laws principles. Exclusive venue for litigation of any action arising under this Agreement shall be in the Circuit Court of the State of Oregon for Jackson County unless exclusive jurisdiction is in federal court, in which case exclusive venue shall be in the federal district court for the district of Oregon. Each party expressly waives any and all rights to maintain an action under this Agreement in any other venue. Page 4 of 5: Personal services Agreement with Federal signal Corporation VV 19. Amendments. This Agreement may be amended only by written instrument executed by both parties with the same formalities as this Agreement. 20. THIS AGREEMENT AND THE ATTACHED EXHIBITS CONSTITUTE TI IL ENTIRE UNDERSTANDING BETWEEN THE PARRIES. THERE ARE NO UNDERSTANDINGS, AGREEMENTS. OR REPRESENTATIONS. EITHER ORAL OR WRITTEN. NOT SPECIFIED HEREIN REGARDING THIS AGREEMENT. CONSULTANT, BY SIGNATURE OF ITS AUTHORIZED REPRESENTATIVE. HEREBY ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT. AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. 21. Certification. Consultant shall execute the certification attached hereto as "Exhibit C" and incorporated herein b\ this reference. IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. PORATION (CONSULTANT): CITY OF ASHLAND: FEDERA 5qatUre By' E3~: Si_nature ~s~tc L4- C P!/Grul~ Printed Name , lqod f r uited'xame r 166.6-i`v.-L- Title Title ~ U 135&:~' Zo/I Date - - - LLL f )tte - J~ (W-9 1, tt~ he uhmitted ith this si_ned :a~rreemcnt} Purchase Order No.~ tizr~ic~,:~t_nemcnI ith F~~~ral Si, nal C III,,) I uii„~; CITY OF ASHLAND, OREGON City of Ashland LIVING • • • • WAGE 0 M11 I- 1 0 . per hour, effective June 30, 2019. !L, The Living Wage is adjusted annually every June 30 by the Consumer Price Index. • , portion of business of their of health care, retirement, employer, if the employer has 401 K and IRS eligible • ten or more employees, and cafeteria plans (including has received financial childcare) benefits to the assistance for the project or amount of wages received by ➢ For all hours worked under a business from the City of the employee. service contract between their Ashland in excess of employer and the City of $21,507.75. ➢ Note: For temporary and Ashland if the contract part-time employees, the exceeds $21,507.75 or more. If their employer is the City of Living Wage does not apply Ashland, including the Parks to the first 1040 hours worked ➢ For all hours worked in a and Recreation Department. in any calendar year. For month if the employee spends more details, please see 50% or more of the ➢ In calculating the living wage, Ashland Municipal Code employee's time in that month employers may add the value Section 3.12.020. working on a project or For additional information: Call the Ashland City Administrator's office at 541-488-6002 or write to the City Administrator, City Hall, 20 East Main Street, Ashland, OR 97520, or visit the City's website at www.ashland.or.us. Notice to Employers: This notice must be posted predominantly in areas where it can be seen by all employees. CITY OF ASHLAND 8 EXHIBIT C CERTIFICATIONS/REPRESENTATIONS: Consultant, by and through its authorized representative, under penalty of perjury, certifies that (a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and (b) Consultant is not subject to backup withholding because: (i) it is exempt from backup withholding, or (ii) it has not been notified by the Internal Revenue Service (IRS) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified it that it is no longer subject to backup withholding. Consultant further represents and warrants to City that: (a) it has the power and authority to enter into this Agreement and perform the Work, (b) the Agreement, when executed and delivered, shall be a valid and binding obligation of Consultant enforceable in accordance with its terns, (c) the work under the Agreement shall be performed in accordance with the highest professional standards, and (d) Consultant is qualified, professionally competent, and duly licensed (if applicable) to perform the Work. Consultant also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, it is an independent contractor as defined in the Agreement, it is authorized to do business in the State of Oregon, and Consultant has checked four or more of the following criteria that apply to its business. v/ (1) Consultant carries out the work or services at a location separate from a private / residence or is in a specific portion ofa private residence, set aside as the location of ✓ the business. (2) Commercial advertising or business cards or a trade association membership are purchased for the business. (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. (5) Labor or services are performed for two or more different persons within a period / of one year. (6) Consultant assumes financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission (professional liability) insurance or liability insurance relating to the Work or services to be provided. Co sult is signature 9 ~<l /l~ Date Page I of I EXHIBIT C FEDERAL SIGNAL Safety and Security Systems : Protecting people and our planet Number SYSQ1058 US : 2645 Federal Signal Drive, University Park, Illinois 60484 1 Tel +1 708 534 4756 Date : 08/22/2019 UK : Silk House, Park Green, Macclesfield, Cheshire SK117NA, I Tel +44 (0)1625 66 66 00 Expiration Date : 11/20/2019 www fedsig com Quoted Company: To: Your Sales Rep: City of Ashland Bruce Ross Ciara Marshall 20 East Main Street 541-552-2410 Western Regional Sales Manager Ashland, OR 97520 ciara.marshall@ashland.or.us Phone 858-264-8568 USA bross@fedsig.com Prepared By: Bruce Ross Western Regional Sales Manager Phone 858-264-8568 bross@fedsig.com Notes: Here is the uote ou re uested. Project SYSPROJECT1020 Terms Ship Via FOB NET 30 With Account A roval Ex-Works Universi Park IL Origin Line • Number Description Unit Price Ext. Price 1 2 ISYS-TRAVEL-DAY Commissioning Engineer Daily Travel Rate. $1,650.00 $3,300.00 2 1 ISYS-COMEXP1 Commissioning Expenses include airfare economy class unless flight $2,500.00 $2,500.00 exceeds 10 hours, car rental/taxi's, meals, and hotel. All which will be invoiced at cost plus 10%. 3 1 ISYS-COM-STD-ON Commissioning Engineer Onshore Day Rate $1,650.00 $1,650.00 Per 10 hour man day (or part thereof). Applicable for work, travel, standby, induction & training days. Overtime hours 10 to 12 are chargeable at pro-rated rate. Overtime hours 12+ are chargeable at pro-rated rate. -This is a non-fixed service estimate. -Final invoice will be based on actual time served and costs incurred supported by signed-off timesheets and receipts. -Refer to our standard rates document for applicable notes (terms). Lead Time: SubTotal $7,450.00 Tax Total USD i i I his quotation is expressly subject to acceptance by Buyer of all terms stated on this and Federal Signal's terms of sale (available on request). Any exception to or modifications of ,w h terms shall not be binding on Seller unless expressly accepted in writing by an authorized agent or office of Seller. Any order submitted to Seller on the basis set forth above, in c;hole or in part, shall constitute an acceptance by Buyer of Federal Signal's terms. Any such order shall be subject to acceptance by Seller in its discretion, Prices Subject To Change - Pnces Based Upon Total Purchase - All Delivery, Training Or Consulting Services To Be Billed At Published Rates For Each Activity Involved. We Shall Not Be Liable For Any I oss Of Profits, Business, Goodwill, Data, Interruption Of Business, Nor For Incidental Or Consequential Merchantability Or Fitness Of Purpose, Damages Related To This Agreement. Quote Number SYSQ1058 Page 1 of 13 Quote Approved By: Closing Notes: Taxes Prices do not include taxes. Buyer shall pay Seller, in addition to the price of the goods, any applicable excise, sales, use or other tax (however designated) imposed upon the sale, production, delivery or use of the Goods or Services ordered to the extent required or not forbidden by law to be collected by Seller from Buyer, whether or not so collected at the time of the sale, unless valid exemption certificates acceptable to the taxing authorities are furnished to Seller before the date of invoice. Cancellation Schedule - Material: -Percentages shown are of total order value with weeks representing number of weeks from receipt of official order: 10% after 2 weeks. 20% after 4 weeks. 40% after 6 weeks. 80% after 8 weeks. Cancellation Schedule - Services: -If any cancellation of scheduled service visit occurs, Federal Signal reserves the right to impose cancellation charges as follows: -Cancellation of visit within 7 days of mobilization - 50% of agreed upon labor and incurred expenses plus handling fee. -Cancellation of visit within 2 days of mobilization - 100% of agreed upon labor and incurred expenses plus handling fee. Delivery Schedule: -From receipt of official purchase order, delivery is based upon the agreed upon schedule. Production does not commence until receipt of approved drawings to Code B(approved with comments) Warranty/Guarantee: Please see Federal Signal Limited Warranty Terms and Conditions document (attached) Storage Charges: -0.5% storage charge per month on total amount of invoice applies if product is not pickup/shipped within two weeks after signed FAT. Quote Approved By: Date: This quotation is expressly subject to acceptance by Buyer of all terms stated on this and Federal Signal's terms of sale (available on request). Any exception to or modifications of such terms shall not be binding on Seller unless expressly accepted in writing by an authorized agent or office of Seller. Any order submitted to Seller on the basis set forth above, in whole or in part, shall constitute an acceptance by Buyer of Federal Signal's terms. Any such order shall be subject to acceptance by Seller in its discretion. Prices Subject To Change - Prices Based Upon Total Purchase - All Delivery, Training Or Consulting Services To Be Billed At Published Rates For Each Activity Involved. We Shall Not Be Liable For Any Loss Of Profits, Business, Goodwill, Data, Interruption Of Business, Nor For Incidental Or Consequential Merchantability Or Fitness Of Purpose, Damages Related To This Agreement. Quote Number SYSQ1058 Page 2 of 13 CommandepOne • • for Your Warning Systems CommanderOneTM ® Commander SS2000+ Radio 00 - 40 'f 00 00 '0 r As the Internet of Things (IoT) is essentially digitizing the physical world, CommanderOne is the latest innovation that allows you to connect with your most critical asset anytime, anyplace. The CommanderOne IoT platform enables you to monitor and control your warning sirens from any desktop or mobile device. It offers real-time data with actionable insights, enabling you to make important decisions quickly. We understand that replacing a legacy infrastructure with new smart devices may be cost prohibitive, therefore, CommanderOne leverages your existing Federal Signal warning system and makes it smarter. With its simple dashboard and intuitive interface, CommanderOne is designed to make your mission successful in critical moments. Reasons You Want CommanderOne Platform I Fri a o V_j User Experience Mobility Security Scalability The Intuitive Interface is A user-friendly app for We understand that CommanderOne platform is simple to setup, always iOS and Android. It has a security is your top priority. scalable from a few devices up-to-date, and connects web-based console with CommanderOne utilizes to a few million devices. It to your on-premise a mobile responsive GUI. IPSEC over SSL with leverages a global network Commander software, a multi-layered of data centers to maintain authentication mechanism. availability while securing ' your data. ra FEDERAL SIGNAL Page 3 of 13 CommandepOne IoT Platform for Your Warning Systems Dashboard Dashboard Web Dashboard App Dashboard is designed to give you the status of the system in Native i0S and Android seconds. It utilizes Bing maps and its responsive design enables apps let you control and colored icons to reflect the status of each site and control point. monitor your system from Each status monitor is color coded to quickly gain insight about virtually anywhere. It shows your system. It has spatial intelligence where all siren sites are all the alarms by a single geo coded and can be searched through the search bar. click. Just like other apps, r• the system can be refreshed ,was with a slide of a finger. i Activation Hotkey - r - - Commander hotkeys ® ® are mirrored in the web h.. r and mobile interface to give you the simple effective interface you have trusted for years. Manual Activation Map-based Activation In addition to hotkeys, sirens can be Sirens can be activated from the map. Its geo-intelligent activated manually. Choose the sites interface allows you to activate or refresh status from the and the function that you want in dashboard with just few clicks. just a few clicks from either the web • or the mobile application. or yr' i.. AIR IoT Platform for Your Warning Systems Commendephe L Centralized Command and Control 0 County CommanderOne is designed for a 1 centralized command and control by managing disparate systems. Whether you have one site or multiple sites, you City 1 Port City 2 Town need a single dashboard to monitor and manage your network. Steel Mill M School O O O Site 1 Site 2 Site 3 Reporting Built-in reporting allows you to produce quick status reports. From the web console, you can = download the reports in various formats including PDF, Excel, CSV, etc. Mobile app provides quick status of last activation and easy to use graphical display. j] 4Ease of Implementation Customer to open ports allowing a secured Customer can connection to the download the app CommanderOne Cloud from the app store O © © 4 Federal Signal Customer The system is provisions receives access to ready to use customer's account CommanderOne.fedsig.com a FEUERAL SIGNAL Safety and Security Systems Page 5 of 13 Commandephe IoT Platform for Your Warning Systems Select CommanderOne Model for Annufl SI_.Ihscrintion Standard Professional Enterprise Model COMMANDER1-S COMMANDER1-P COMMANDER1-E Number 5 20 Per quote (Android 'Smartphone App and • ✓ ✓ ✓ (Android Tablet App • ✓ ✓ ✓ 0 • • ✓ ✓ ✓ Number • Organizations 1 2-5 Over 5 • up to 255 256-512 Over 512 Upgrades In-release Commander Feature *Includes remote implementation support. For on-site support and training, contact your Federal Signal representative for a quote. Prerequisites • Commander Software version 14.6 or greater • Internet access at Central Control Unit (base station computer running Commander) • Static IP address assigned to on-premise Commander r FEDERAL SIGNAL Safety and Security Systems US - 2645 Federal Signal Dr., University Park, IL 60484 U S A Tel: +1 708-534-4756 Email: customer support@fedsig.com UK - Silk House, 3rd Floor, Park Green, Macclesfield, Cheshire SK11 7NA UK Tel: +44 (0)1625 66 66 00 @2016 ede,a' S ,~aI co -ro,ato,. AA- 362 F.e Page 6 of 13 r FEDERAL SiGNAL Protecting people and our planet TERMS AND CONDITIONS OF SALE (Goods and Services) Effective 11-14-2018 1. DEFINITIONS. In these Terms and Conditions of Sale, "Seller" means Federal Signal Corporation, including any division or subsidiary of Federal Signal Corporation; "Buyer" means the person or entity that placed the order or on whose behalf the order is placed, "Goods" means the goods identified in Seller's acknowledgement of Buyer's order; "Services" means the services identified in Seller's acknowledgment of Buyer's order; "Contract" means the written agreement (which shall include these Terms and Conditions) between Buyer and Seller for the supply of the Goods and/or provision of Services; and "Contract Price" means the price payable to Seller by Buyer for the Goods and/or Services. 2. ORDERS; CONTRACT. All orders must be in writing. Buyer understands and agrees that any order, upon Acceptance by Seller, shall be subject to these Terms and Conditions of Sale. Seller objects to and shall not be bound by any additional or different terms, whether printed or otherwise, in Buyer's order or in any other communication from Buyer to Seller, or any trade usage or course of dealing between Buyer and Seller, unless expressly agreed to in writing by Seller in Seller's acknowledgement of Buyer's order. If the details of the Goods or Services described in Seller's quotation differ from those set out in Seller's acknowledgment, the latter shall apply. Seller reserves the right to make minor modifications and/or improvements to the Goods before delivery provided that the performance of the Goods is not adversely affected and that neither the Contract Price nor the delivery date is affected. 3. EFFECTIVE DATE; CANCELLATION. The Contract shall become effective only upon the date of acceptance of Buyer's order by Seller's written acknowledgement or upon Seller's commencement of performance, whichever is first ("Acceptance"). Buyer may not cancel or change an order after Acceptance by Seller without the written consent of Seller. Notwithstanding the forgoing, Seller may, in its sole discretion, agree to a written request from Buyer for cancellation of an open order under the following conditions: Buyer shall be subject to cancellation charges equal to the rg eater of (i) 110% of the cost of work completed and/or custom materials purchased at the time the request is delivered, or (ii) a percentage of the canceled portion of the Contract calculated as follows: Cancellation Schedule - Material: 10% if cancelled more than 2 weeks from the Effective Date; 20% if cancelled more than 4 weeks from the Effective Date, 40% if cancelled more than 6 weeks from the Effective Date; 80% if cancelled more than 8 weeks from the Effective Date. Cancellation Schedule - Services: If services are cancelled within 1 week of the scheduled mobilization date; 110% of unrecoverable out-of-pocket costs + 50% of scheduled services will be charged If services are cancelled within 2 days of the scheduled mobilization date; 110% of unrecoverable out-of-pocket costs + 100% of scheduled services will be charged 4. PRICE AND PAYMENT TERMS. Unless previously withdrawn, Seller's quotation is open for acceptance within the period stated therein or, when no period is so stated, within thirty days after its date of issuance to Buyer. Prices are subject to increase by Seller based on Seller's prices in effect at the time of shipment in all instances where the specified shipment date is more than 30 days from the date of the order from Buyer. Unless otherwise specified in the Contract or Seller's applicable price list, prices are FOB Seller's point of shipment, and the terms of payment are NET 30 days from the date of invoice. Amounts not paid when due shall bear interest for each day after the due date calculated at the annual rate of 18% or the highest rate permitted by law, whichever is less. Freight, packing and handling will be charged at Seller's standard rates, which are available upon request by Buyer. If the Contract is for more than one unit of Goods, the Goods may be shipped in a single lot or in several lots at the discretion of Seller. In such event, each such shipment shall be paid separately and Buyer shall be responsible for all transportation charges. Seller may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion, the financial condition of Buyer so warrants. Payment by credit card may be subject to a service charge. 5. TITLE; RISK OF LOSS. Title to, ownership of, and risk of loss or damage to the Goods shall pass to the Buyer, and Buyer shall be responsible for insurance of the Goods, upon delivery of the Goods to the carrier. Alternatively, if it is expressly stated in the Contract that Seller is to procure insurance for the Goods after delivery to the carrier, such insurance will be charged at the carrier's standard rates. "FOB" and any other delivery term used in the Contract shall be defined in accordance with the latest version of Incoterms. Buyer shall have sole responsibility for processing and collection of any claim of loss against the carrier. 6. TAXES. Prices do not include taxes. Buyer shall pay Seller, in addition to the price of the goods, any applicable excise, sales, use or other tax (however designated) imposed upon the sale, production, delivery or use of the Goods or Services ordered to the extent required or not forbidden by law to be collected by Seller from Buyer, whether or not so collected at the time of the sale, unless valid exemption certificates acceptable to the taxing authorities are furnished to Seller before the date of invoice. 7. DELIVERY; FORCE MAJEURE. Unless otherwise stated in Seller's quotation, all periods stated for delivery or completion run from the Effective Date and are to be treated as estimates only and are not guaranteed. If Seller is delayed in or prevented from performing any of its obligations under the Contract due to the acts or omissions of Buyer or its agents, the delivery/completion period and the Contract Price shall both be adjusted as necessary. If delivery is delayed due to any act or omission of Buyer, or if having been notified that the Goods are ready for shipment, Buyer fails to take delivery or provide adequate shipping instructions, Seller shall be entitled to place the Goods into storage at Buyer's expense. Upon placing the Goods into storage, delivery shall be deemed to be complete, risk in the Goods shall pass to Buyer and Buyer shall pay Seller accordingly. The Contract (other than Buyer's obligation to pay all sums due to Seller in accordance with the Contract) shall be suspended, without liability, in the event and to the extent that its performance is prevented or delayed due to any circumstance beyond the reasonable control of the party affected, including but not limited to: Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage; governmental decisions or actions (including but not limited to prohibition of exports or re-exports or the failure to grant or the revocation of applicable export licenses), or labor trouble, strike, lockout or injunction. Seller shall have no obligation to deliver any hardware, software, services or technology unless and until it has received any necessary licenses or authorizations or has qualified for general licenses or license exceptions under applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time (including without limitation those of the United States, the European Union and the jurisdiction in which Seller is established or from which the items are supplied). If for any reason any such licenses, authorizations or approvals are denied or revoked, or if there is a change in any such applicable laws, regulations, orders or requirements that would prohibit Seller from fulfilling the PRgge' bb116 Contract, or would in the reasonable judgment of Seller otherwise expose Seller to a risk of liability under applicable laws, regulations, orders or requirements, Seller shall be relieved without liability of all obligations under the Contract. If either party is delayed or prevented from performance of its obligations by reason of this clause for more than 180 consecutive calendar days, either party may terminate the then unperformed portion of the Contract by notice in writing given to the other party, without liability provided that Buyer shall be obliged to pay the reasonable cost and expense of any work in progress and to pay for all Goods delivered and Services performed as at the date of termination. Seller may deliver by installments, and each delivery shall constitute a separate Contract. Failure by Seller to deliver any one or more of the installments in accordance with their terms shall not entitle Buyer to terminate the whole Contract or treat it as repudiated. 8. INSPECTION. Buyer shall inspect the goods immediately upon the receipt thereof. All claims for shortfalls in quantity or for incorrect delivery or for any alleged defect in Seller's performance under this Contract, capable of discovery upon reasonable inspection, must be fully set forth in writing and received by Seller within five days of Buyer's receipt of the Goods. Failure to make any such claim within said period shall constitute a waiver of such claim and an irrevocable acceptance of the Goods by Buyer. 9. DEDUCTIONS AND RETURNS. Buyer must contact the factory before returning any merchandise. Goods in new, unused and undamaged condition that are resalable as new products without modification or repackaging may be returned to Seller for credit only upon the Seller's prior written consent (such consent to be in the sole discretion of Seller) and upon terms specified by Seller, including prevailing restocking, freight, and handling charges. A Return Material Authorization (RMA) must be obtained before returning merchandise for credit. All returns are subject to inspection of merchandise and any defects in the units will be charged back to the Buyer at the cost of parts and labor. Credit deductions will not be honored unless covered by an RMA. Buyer assumes all risk of loss for such returned goods until actual receipt thereof by Seller. Agents of Seller are not authorized to accept returned goods or to grant allowances or adjustments with respect to Buyer's account. 10. LIMITED WARRANTY. NOTICE: IF ANY GOODS, INCLUDING ANY COMPONENT PART OF ANY GOODS, OR SERVICES SOLD BY SELLER ARE ACCOMPANIED BY A SEPARATE MANUFACTURER'S WARRANTY COVERING SUCH GOODS OR SERVICES, THE TERMS OF SUCH WARRANTY, INCLUDING ALL LIMITATIONS OF SUCH WARRANTY, SHALL GOVERN THOSE GOODS OR SERVICES, AND ANY WARRANTY OF SELLER OTHERWISE APPLICABLE TO SUCH GOODS OR SERVICES SHALL NOT APPLY. A. Goods. Subject to the forgoing, Seller's limited warranty for any new Goods which are the subject of any Seller's acknowledgement of Buyer's order may be found at www.fedsig.com/ssg-warranty or may be obtained by writing to Federal Signal Corporation, 2645 Federal Signal Drive, University Park, IL 60484; by email to info(a)federalsignal.com; or by calling 708/534-3400. B. Services Seller warrants that Services provided by Seller will be performed with all reasonable skill, care and diligence and in accordance with standard industry practice. Seller will correct defects in Services provided by Seller and reported to Seller within ninety days after completion of such Services. Services corrected in accordance with this Section shall be subject to the foregoing warranty for an additional ninety days from the date of completion of correction of such Services. 11. REMEDIES AND LIMITATIONS OF LIABILITY. The remedies contained the preceding paragraph constitute the sole recourse against Seller for breach of any of Seller's obligations under the Contract, whether of warranty or otherwise. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL DAMAGES NOR SHALL SELLER'S LIABILITY ON ANY CLAIM FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR CONNECTED WITH THE CONTRACT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE GOODS OR SERVICES EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES. The term "consequential damages" shall include, but not be limited to, loss of anticipated profits, business interruption, loss of use, revenue, reputation and data, costs incurred, including without limitation, for capital, fuel, power and loss or damage to property or equipment. It is expressly understood that any technical advice furnished by Seller with respect to the use of the Goods is given without charge, and Seller assumes no obligation or liability for the advice given, or results obtained, all such advice being given and accepted at Buyer's risk 12. LIMITED INDEMNITY AGAINST INFRINGEMENT. Seller shall, at its own expense, defend any litigation resulting from sale of the Goods to the extent that such litigation alleges that the Goods or any part thereof infringes any United States patent, copyright, or trademark, provided that such claim does not arise from the use of the Goods in combination with equipment or devices not made by Seller or from modification of the Goods, and further provided that Buyer notifies Seller immediately upon its obtaining notice of such impending claim and cooperates fully with Seller in preparing a defense. If Buyer provides to Seller the authority, assistance, and information Seller needs to defend or settle such claim, Seller shall pay any final award of damages in such suit and any expense Buyer incurs at Seller's written request, but Seller shall not be liable for a settlement made without its prior written consent. If the Goods are held to be infringing and the use thereof is enjoined, Seller shall, at its option, either (i) procure for the Buyer the right to use the Goods, (ii) replace the Goods with others which do not constitute infringement, or (iii) remove the infringing Goods and refund the payment(s) made therefor by Buyer. The foregoing states the Buyer's sole remedy for, and Seller's entire liability and responsibility for, infringement of any patent, trademark, or copyright relating to the Goods provided hereunder. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. 13. INTELLECTUAL PROPERTY RIGHTS. All drawings, data, designs, tooling, equipment, procedures, engineering changes, inventions, trade secrets, copyrights , mask works, source code, object code, patents, patent applications, know-how, computer and/or product software and all parts thereof, trademarks and all other information, technical or otherwise which was developed, made or supplied by or for Seller in the production of any Goods or Services sold hereunder will be and remain the sole property of Seller (or its licensors, if any). Buyer agrees not to reverse engineer any Goods purchased hereunder. 14. EXPORT REGULATIONS. Buyer agrees to comply fully with all laws and regulations concerning the export of Goods from the United States. 15. INSTALLATION. In those circumstances where Seller has agreed to install Goods for Buyer, the following provisions shall control: A. Responsibility. Installation shall be by Buyer unless otherwise specifically agreed to in writing by Seller. B. Receiving Product and Staging Location. Buyer is responsible to receive, store and protect all Goods intended for installation purposes, including, but not exclusively, siren equipment, poles, batteries, and installation materials. Materials received in cardboard containers must be protected from all forms of precipitation. Additionally, Buyer is to provide a staging area of an appropriate size for installation contractors to work from and to store equipment overnight. C. Installation Methods & Materials. Installation is based on methods and specifications intended to meet applicable safety and installation codes and regulations. Design changes required by Buyer may result in additional charges. PRggE82)bfl 9 D. Radio Frequency Interference. Seller is not responsible for RF transmission and reception affected by system interference beyond its control. E. Installation Site Approval. Buyer must provide signed documentation to Seller, such as the "WARNING SITE SURVEY FORM" or a document with the equivalent information, that Seller is authorized to commence installation at the site designated by Buyer before Seller will commence installation. Once installation has started at an approved site, Buyer is responsible for all additional costs incurred by Seller for redeployment of resources if the work is stopped by Buyer or its agents, property owners, or as the result of any governmental authority or court order, or if it is determined that installation is not possible at the intended location, or the site is changed for any reason by the Buyer. F. AC Power Hookup. Buyer is responsible to coordinate and pay for all costs to bring proper AC power to the electrical service disconnect installed adjacent to the controller cabinet, unless these services are quoted by Seller. G. Permits & Easements. Seller will obtain and pay for electrical and right-of-way work permits as necessary for installations. Buyer is responsible for obtaining and payment of all other required easements, permits, or other fees required for installation, unless specifically quoted. H. Soil Conditions Clause. In the event of poor site conditions including, but not limited to rock, cave-ins, high water levels, or inability of soil to provide stable installation to meet specifications, Seller will direct installation contractors to attempt pole installation for a maximum of 2 hours. Buyer approval will be sought when pole installation exceeds 2 hours and abandoned if Seller cannot obtain approval in a timely manner. 1. Contaminated Sites. Seller is not responsible for cleanup and restoration of any installation sites or installer equipmentwhere contaminated soil is encountered. Seller will not knowingly approve installation at any site containing contaminates. Buyer must inform Seller when known or suspected soil contaminates exist at any intended installation site. J. Site Cleanup. Basic installation site cleanup includes installation debris removal, general site cleanup, and general leveling of affected soil within 30' of the pole. Additional site restoration quotes are available. K. Waste Disposal. Buyer is responsible for providing disposal of all packing materials including shipping skids and containers. L. Work Hours. All installation quotes are based on the ability to work outdoors during daylight hours and indoors from 7 AM to7 PM Monday through Saturday. Work restrictions or limitations imposed by Buyer or its agents may result in additional charges being assessed to Buyer for services. M. Project Reporting. Installation & Service Progress Reports will be provided on a regular basis, normally every week during active installation, unless pre-arranged otherwise by mutual agreement. N. Safety Requirements & Compliance. Seller requires that all subcontractors and their employees follow applicable laws and regulations pertaining to all work performed, equipment utilized and personal protective gear common to electrical and construction site work performed in the installation of Seller equipment. Additional safely compliance requirements by Buyer may result in additional charges assessed to Buyer for the time and expenses required to comply with the additional requirements. 16. ASSIGNMENT AND SUBCONTRACTING. Seller may assign its rights and obligations by giving Buyer written notice thereof but without being obligated to obtain Buyer's consent prior thereto. In the event of an assignment, Seller shall be discharged of any liability pursuant to those purchase orders which have been assigned or delegated. Customer may not assign its rights nor delegate its obligations under any or all of its purchase orders unless Seller's written consent is obtained prior thereto and any such assignment or delegation without such consent shall bevoid. 17. DEFAULT, INSOLVENCY AND CANCELLATION. Seller shall be entitled, without prejudice to any other rights it may have, to cancel the Contract immediately, in whole or in part, by notice in writing to Buyer, if (a) Buyer is in default of any of its obligations under the Contract and fails, within 20 (twenty) days of the date of Seller's notification in writing of the existence of the default, either to rectify such default if it is reasonably capable of being rectified within such period or, if the default is not reasonably capable of being rectified within such period, to take and diligently continue action to remedy the default or (b) on the occurrence of an Insolvency Event in relation to Buyer. "Insolvency Event" in relation to Buyer means any of the following: (i) a meeting of creditors of Buyer being held or an arrangement or composition with or for the benefit of its creditors being proposed by or in relation to Buyer; (ii) a receiver, administrator or similar person taking possession of or being appointed over or any distress, execution or other process being levied or enforced (and not being discharged within seven days) on the whole or a material part of the assets of Buyer; (iii) Buyer ceasing to carry on business or being unable to pay its debts; (iv) Buyer or its equity holders or the holder of a qualifying floating charge giving notice of their intention to appoint, or making an application to the court for the appointment of, an administrator; (v) a petition being presented (and not being discharged within 30 days) or a resolution being passed or an order being made for the administration or the winding-up, bankruptcy or dissolution of Buyer; or (vi) the happening in relation to Buyer of an event analogous to any of the above in any jurisdiction in which it is incorporated or resident or in which it carries on business or has assets. Seller shall be entitled to recover from Buyer or Buyer's representative all costs and damages incurred by Seller as a result of such default or cancellation, including all costs of collection and a reasonable allowance for overheads and profit (including but not limited to loss of prospective profits and overheads). 18. SEVERABILITY. If any term, clause or provision contained in the sales contract is declared or held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision herein contained. 19. NO WAIVER. No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing or performance, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver be expressed in writing and signed by the party to be bound. 20. NOTICES. All notices and claims in connection with the Contract must be in writing. 21. INTEGRATION. These terms and conditions supersede all other communications, negotiations and prior oral or written statements regarding the subject matter of these terms and conditions. P®ggd316118 22. GOVERNING LAW AND LIMITATIONS. The formation and performance of the sales contract shall be governed by the laws of the State of Illinois. Venue for any proceeding initiated as the result of any dispute between the parties that arises under this Agreement shall be either the state or federal courts in Cook or DuPage County, Illinois. Whenever a lens defined by the Uniform Commercial Code as adopted in Illinois is used in these standard terms, the definition contained in said Uniform Commercial Code is to control. Any action by the Buyer for breach of the sales contract or any covenant or warranty contained herein must be commenced within one year after the cause of action accrued. 23. U.N. CONVENTION. Pursuant to Article 6 of the United Nations Convention on Contracts for the International Sale of Goods (the "UN Convention"), the Parties agree that the UN Convention shall not apply to this Agreement. Pa?ag&b6A a FEDERAL SIGNAL 2645 federal Signal Drive ~ University Park, Illinois 60484-3167 Safety and Security Systems 708-534-3400 Protecting people and our planet fedslg.com Federal Signal-Public Safety Systems LIMITED WARRANTY TERMS AND CONDITIONS Effective March 1, 2019 Federal Signal Corporation ("Federal Signal"), subject to the terms, conditions and exceptions contained herein, warrants each NEW product to be free from defects in material and workmanship, under normal and proper use, care, maintenance and required service only. Start of Warranty, Warranty periods and exceptions to the foregoing Limited Warranty are contained on the Schedule of Products included in this document, and are subject to change at the sole discretion of Federal Signal. SPECIFIC EXCLUSIONS AND EXCEPTIONS This Limited Warranty does NOT apply nor is it extended to products that are not manufactured by Federal Signal. These products may be covered by a separate limited warranty provided by the particular manufacturer and all claims and questions regarding the same are to be directed to the particular manufacturer. Goods sourced by Seller from a third party for resale to Buyer shall carry only the warranty extended by the original manufacturer. Domes, lenses, lamps and batteries installed on Federal Signal products are specifically excluded. Repair or replacement of any pro- duct(s) or part(s) under this warranty does NOT extend the term of this warranty, and such product(s) or part(s) shall remain covered by the unexpired portion of the warranty period or for ninety (90) days from the date of return to Federal Signal, whichever is later. This limited warranty applies ONLY to the initial or first installation of the product. This limited warranty shall not apply to products (1) that have been subjected to neglect, abuse, misuse, improper installation, inadequate maintenance, or damage due to improper use of cleaning or cleaning materials or chemicals, or non-compliance with Federal Signal's storage, installation, operation, maintenance or environmental requirements; (2) that have undergone any modi- fication or repair not previously authorized by Federal Signal in writing, or service, repair or modification by or from any facility other than an authorized Federal Signal service center or technician, or that use non-authorized software or spare or replacement parts; or (3) that fail due to reasonable and normal use or wear and tear, or materials made, furnished or specified by the Buyer or end user. During the aforesaid warranty period, Federal Signal will, at its sole option, repair or replace the product(s) or particular part(s) that are found to be defective in either material or workmanship, or refund the purchase price for such product(s) or part(s), which are returned or delivered, transport or shipping prepaid by the Buyer or end user, to either Federal Signal or its designated and authorized warranty service center. This limited warranty does not cover travel expenses, the cost of specialized equipment for gaining access to the product(s) or part(s), or labor charges for removal and re-instak lation of the product. No person or affiliated company representative is authorized to alter the terms of this warranty, to give any other warranties, to extend the term or duration of this warranty, or to assume any other liability on behalf of Federal Signal in connection with the sale, servicing or repair of any product manufactured by the Federal Signal. Federal Signal reserves the right to make design changes and improvements in its products without imposing any obligation upon itself to change or improve previously manufactured products. The use in the product of any part other than parts approved by Federal Signal may invalidate this warranty. Federal Signal reserves the right to deter- mine, in its sole discretion, if the use of non-approved parts invalidates this warranty. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANT- ABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE. ALL OTHER WARRANTIES OF WHATSOEVER KIND AND NATURE, WHETHER EXISTING IN CONTRACT OR AT LAW, ARE HEREBY AND FOREVER DISCLAIMED. UNDER NO CIRCUMSTANCES WILL FEDERAL SIGNAL BE LIABLE OR RESPONSIBLE FOR SPECIAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST SALES, OR LOSS OF USE OR LOSS OF BUSINESS OPPORTUNITY BY OR THROUGH THE USE OF THE PRODUCT. FEDERAL SIGNAL'S SOLE AND MAXIMUM LIABILITY WITH RESPECT TO THE PRODUCT, OTHER THAN ITS OBLIGATIONS SET FORTH ABOVE, SHALL BE THE TOTAL PURCHASE PRICE PAID FOR THE PRODUCT. Revision A effective March 1, 2019 Page 11 of 13 LIMITED WARRANTY - Schedule of Products Federal Signal Corporation - Public Safety Systems Warranty Period for Parts Warranty period for Factory replacement from the date of Labor from the date of delivery to the manufacture stamped on the product first user-purchaser Speakers 2 years 1 year Platinum 3000 Series 5 years 5 years Pathfinder 5 years 5 years LED OD All LED (Light Emitting Diode) products unless 5 years 5 years otherwise noted LED rotating light assemblies from all light bars 5 years 5 years and beacons MicroPulse LED lights 3 years 3 years 4164001416410 Corner LEDs 5 years 5 years 416800/416810 Corner LEDs 3 years 3 years MB1 LED Message Board 3 years 3 years Commander Series Flex 2 years 2 years COM550 3 years 3 years 42005 3 years 3 years STROBE PRODUCTS Strobe flash tubes 1 year 1 year 951 strobe beacons 5 years 1 year 651/851 strobe beacons 5 years 1 year US5, USE, and US7 UltraStar 5 years 1 year OTHER PRODUCTS Halogen Rotating Light assemblies from all light 5 years 1 year bars All halogen rotating beacons and mini-light bars, 5 years 1 year except Sentinel 5 year warranty on LED components 5 year warranty on LED components Litdite Map lights Limited lifetime warranty on Limited lifetime warranty mechanical components on mechanical components SWM Interceptor Switch Modules 1 year 1 year CAM Reverse Camera/Monitor Systems 3 years 3 years Stinger Spike Systems 5 years 5 years AirEL 3 years 3 years PBX Series 3 years 3 years Perimeter Light Programmer 1 year 1 year DOT Flasher 3 years 3 years Atkinson Dynamics Intercoms 2 years 1 year Note: Domes, lenses, lamps, and batteries are NOT covered under warranty. Revision A effective March 1, 2019 Page 12 of 13 LIMITED WARRANTY - Schedule of Products Federal Signal Corporation - Integrated Systems Division ~r WA RANTY OD FOR PARTS REPLACEMENT AND FACTORY PERFORMED LABOR" Mechanical Sirens 2001-130 / 508-128 / Equinox 5 years parts and labor from date of delivery, return to factory for service Eclipse8 / Model 2 ELECTRONIC SIRENS MOD1004B / MOD2008B / MOD3012B MOD4016B / MOD5020B / MOD6024B MOD80326 2 years parts and labor from date of delivery, return to factory for service DSA21314/5/6 CONTROLLERS SS2000+ FC Controllers DCFCTBD Controllers 2 years parts and labor from date of delivery, return to factory for service UV / UVRI/UVIC Controllers i r Beacons / Speakers / Sounders ECHO Intercoms 5 years parts and labor from date of delivery, return to factory for service Selectone Controllers Audiomaster products Atkinson products 2 years parts and labor from date of delivery, return to factory for service MISCELLANEOUS IP Informers / Radio Informers Signal Tech - Beacons, Sounders, Strobes 1 year parts and labor from date of delivery, return to factory for service FT400BX OEM OPRODUCTS (SUCH AS) PC Equipment Field Devices Security and LPR products Federal Signal utilizes the original manufacturer's warranty UPS systems PABX Systems PAGA 18 months from shipment or 12 months from commissioning/system field acceptance whichever is sooner covering parts and labor, return to factory for service. Commander (SFCD-XX) Free from defects for 12 months from date of acceptance, Software Maintenance Agreements SmartMsg available `Federal Signal Offers extended warranties and software maintenance agreements - contact Federal Signal for further information "On-site services not included " Domes, lenses, lamps and batteries installed on Federal Signal products are specifically excluded When Federal Signal has provided a turn-key installation including optimization and/or commissioning services, Federal Signal will provide on-site warranty service during the first 60-days after completion of the installation. Revision A effective March 1, 2019 Page 13 of 13 CERTIFICATE OF LIABILITY INSURANCE w DATE(M11MO19 nvzm THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. `m If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on UC this Certificate does not confer rights to the certificate holder in lieu of such endarsement(s). 0 PRODUCER CONTACT a Aon NAME: Risk Services Central, Inc. PHONE Chi FAX Chicago IL Office (MC luc.N o. Erp: (866) 283-7122 lac. xo.): (800) 363-0105 a 200 East Randolph E-MAIL BE Chicago IL 60601 USA ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED INSURERA: National Union Fire Ins Co of Pittsburgh 19445 Federal Signal Corporation INSURERB: The Insurance Co of the State of PA 19429 2645 Federal Signal Drive University Park It 60466 USA INSURER C: New Hampshire Insurance Company 23841 INSURER D: American Home Assurance Co. 19380 S. RE: Lloyd's syndicate No. 2623 AA1128623 INSORERF: COVERAGES CERTIFICATE NUMBER: 570078217276 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limps shown are as requested INSR ADDL eUBR POLICV,14) POLCY E%P LTR TYPE OF INSURANCE IVIED WVD POUCYNUMBER (MM/DDI WOONYYY) LIMBS A X COMMERCULLGENERALLIAIILnY GL6939082 11/01 2018 ll /01/2019 EACHODCURRENCE $1,000,000 D AGE EN SMAOE % OCCUR GL Preml se CLAIM PREMSESO(Ea IsCurrrence) $1,000,000 A GL6939081 11/01/2018 11/01/2019 GL Products MEDEXP(Anyonecelmn) $10,000 PERSONAL&ADVINJURY $1,000,000 GENERALAGGREGATE $2,000,000 GEN'LAGGREGATE LIMITPPPLIEB PER X POLICY ❑JEPRCTo- ❑LOC PRODUCTS-COMP/OPAGG $6,000,006 OTHER: PmdcomPO~-Ea Daur $3,000,000 N A AUTOMOBILELN8ILRY CA 7093331 11/01/2018 11/01/2019 COMBINED SINGLE LIMT $1,000,000 ADS (Ea awbenp A X ANYAUTO CA 7093333 11/01/2018 11/01/2019 BODILY INJURY( Per mem) OWNEDAUTOS SCHEDULED VA BODILY INJURY(Per axlEenq y ONLY AUTOS PROPERTY DAMAGE 'D HIREDAUTGS NONOWNED (Permsdoenq iC ONLY AUTOSONLY or d U UMBRELLA LIAB OCCUR EACH OCCURRENCE E(CESS ME OWMSMADE AGGREGATE DED RETENTION C WORKERS COMPENSATION AND wcO13778842 11/01/2018 11/01/2019 X ER ure &H- EMPLOYERS' LWBILm' ADS I D PAY PROPRIETORIPARTNERIENECUDVE YIN NIA WC013778843 11/01/2018 11/01/2019 ELEACHACCIDENT $1,000,000 OFIRCERIMEMBER E%CWDEW (manenery In Nxl CA EL DISEASE-EAEMPLOYEE $110001000 o sGaiP`N.NOFCFERAroeSEe1w ELDISEASEFOLICYUMIT $1,000,000 E E&9-MPL-Primary W13140180701 11/01/2018 11/01/2019 Each Claim $1,000,000 E&O Technology Liability Policy Aggregate $1,000,000 SIR applies per policy terns & condi ions DESCRIPVON OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, AEENonal Remarks Schmule, may ne attached If mom III Is Nm Im ) RE: Siren Network Maintenance. The City of Ashland is included as Additional Insured in accordance with the policy provision ^ri- of the General Liability policy. - Es.. r-1 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE UPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Y~ City of Ashland AUTHOREED REPRESENTATIVE 20 East main street Ashland OR 97520 USA ©1988-2015 ACORD CORPORATION. All rights reserved ACORD 26 (2016103) The ACORD name and logo are registered marks ofACORD AGENCY CUSTOMER ID: 10224264 LOC { ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services central, Inc. Federal signal corporation POLICYNUMBEA See Cerrificare Number: 570078217276 CPARIER NAIC CODE See certificate Number: 570078217276 EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S) AFFORDING COVERAGE NAIC # INSURER INSURER INSURER INSURER ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY INSR TyPEOFINSURANCE ADDL SUER POLICYNUMBER EFFECTIVE DATE MPRUTION LIMITS LTR INSD WYU (MhUOD/YYYYJ DATE WORKERS COMPENSATION C N/A WC013778840 11/01/2018 11/01/2019 FL B N/A WC013778839 11/01/2018 11/01/2019 MA, ND, WA C N/A WC013778841 11/01/2018 11/01/2019 AZ,IL,NC,NH,N3,PA,UT,VA A N/A xwC4595557 11/01/2018 11/01/2019 XS WC OH-EL $500,000 SIR applies per policy to ms & Condit ons ACCORD 101 (2000101) ® 2008 ACORD CORPORATION. All rights msemed. The AGORO name and logo are registered marks of ACORD Purchase Order d.Y Fiscal Year 2020 Paqe: 1 of 1 I H,'81 I'U Ni.ih1F3ERMUST A PEAR GN ALL B City of Ashland I tNV Ir s, AND S4HIPFING DOCUMIENTS L 20 E. ATTN: Accounts Payable Purchase L Ashland, Main 20200164 Aand, OR 97520 Order # T Phone: 5411552-2010 O Email: payable@ashland.or.us V S C/O Public Works Department E FEDERAL SIGNAL CORPORATION H 51 Winburn Way N 75 REMITTANCE DRIVE D SUITE 3257 P Ashland, OR 97520 O CHICAGO, IL 60675-3257 Phone: 541/488-5347 R T Fax: 541/488-6006 O 708 534-3400 Paula Brown MEM 09/17/2019 203 FOB ASHLAND OR Cit Accounts Pa able Hosler Dam On-site Work 1 Travel, expenses and on-site work to verify Hosler Dam system is 1 $7,450.0000 $7,450.00 operational Personal Services Agreement ($25,000.00 or less) Completion date: June 30, 2020 Project Account: GL SUMMARY 081500 - 604100 $7,450.00 By:. t 6 s Date: Authorized Signature _ _ $7 450.00 FORM#3 CITY OF A requestfor,@Purr tale Oj ASHLAND REQUISITION Date of request: 0 911 2 2 01 9 Vendor Name Federal Siqnal Corporation Address, City, State, Zip 2645 Federal Signal Dr. University Park IL 60484 Contact Name Bruce Ross Telephone Number 708534-4756 Email address bross(a)fedsiq.com SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ❑ Written quote or proposal attached ❑ Written quote or proposal attached Attach co of council communication f council approval re uired, attach co of CC ❑ Small Procurement Cooperative Procurement Less than $5.000 ❑ Request for Proposal (Copies on file) ❑ State of Oregon ❑ Direct Award Date approved by Council: Contract# ❑ VerbaVWritten quote(s) or proposal(s) -(Attach copy of council communication) ❑ State of Washington Intermediate Procurement ❑ Sole Source Contract# GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract $5,000 to $100,000 ❑ Written quote or proposal attached Agency ❑ (3) Written quotes and solicitation attached ❑ Form #4, Personal Services $5K to $75K Contract # PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement $5,000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency Less than $35,000, by direct appointment El Written quote or proposal attached Date original contract approved by Council: ❑ (Date) (3) Written proposals/written solicitation Date approved by Council: ❑ Farm #4, Personal Services $5K to $75K Valid until: Date -(Attach copy of council communication) Description of SERVICES Total Cost Travel, expenses and on-site work to verify Hosler Dam system is operational $ 7,450.00 Item # Quantity Unit Description of MATERIALS Unit Price Total Cost . TOT_ I41:.G05T 0 Perattachedquotelproposal $ Project Number- Account Number 0 8 1 5 0 0. 6 0 4 1 0 0 7 4 5 0 0 0 Project Number _ _ Account Number Project Number _ Account Number *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director Date Support-Yes/No By signing this requisition form,, I certify that the City's public contracting requirements have been satisfied. Employee:UG Mo W YRL- Department Head: / ~ r9 (Equal to or greater than $5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than $25,000) 1 n Funds appropriated for current fiscal year., Y / NO 4 "t f K Deputy Finance Director-(Equal to orgreaterlhan$5,000) Date Comments: Form #3 - Requisition '