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HomeMy WebLinkAbout2022-127 PO 20220301- Federal Signal Corp. RD Purchase Order RFOOT-cat IF Ma a Fiscal Year 2022 Page: 1 of: 1 �_-�.IH -1 �_s+'�6:�9 � B City of Ashland 1 ATTN: Accounts Payable c 20220301 L Purchase L 20 E. Main Ashland, OR 97520 Order# T Phone: 541/552-2010 O Email: payable@ashland.or.us V •FEDERAL SIGNAL CORPORATION H C/O Public Works Department N75 REMITTANCE DRIVE I 51 VVinburn Way N SUITE 3257 P Ashland, OR 97520 OR CHICAGO, IL 60675-3257 Phone: 541/488-5347 T Fax: 541/488-6006 r -—. ��g. a,_._=–,vF�yie a3=a s3.. €��tfe -I=3– � [a7=-�.-9� �--;��_=� __ �'-a,,•;to ;;,vis=3�-3..-IAC: _.. (708) 534-3.400 Scott Fleury s:cam 03/28/2022 203 FOB ASHLAND OR City Accounts Payable s New Siren Controllers 1 Four(4) new siren controllers with radios, battery chargers (8) 1.0 $59,697.47 $59,697.47 new batteries and the necessary hardware and installation/start- up for a turnkey installation as set forth in the attached Quotation SYSQ8000 Goods and Services Agreement(Greater than $35,000) Completion date: December 31, 2022 Project Account: ***************GL SUMMARY*************** • 081500-604100 $59,697.47 By: Date: Authorized Signature M�E71==�=�13 $59 697.47 • ' , Co i FORM #3 CITY OF .sL A\ ND A request for a Purchase Orol,5. b t ,, .,,-- .5.(' ( lel QUASIITHON Date of request: 2/11/22 Required date for delivery: ASAP • Vendor Name Federal Signal corporation Address,City,State,Zip 2645 Federal Signal Dr.Universi y Park.Illinois 60484 Contact Name&Telephone Number Bruce Ross 858-264-8568 Email address , bross@federalsignal.com SOURCING METHOD ❑ Exempt from Competitive Bidding 0 Emergency ❑ Reason for exemption: . 0 Invitation to Bid ❑ Form#13,Written findings and Authorization ❑ AMC 2.50- Dale approved by Council: 0 Written quote or proposal attached . ❑ Written quote or proposal attached ^(Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement - 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: 0 State of Oregon - b Direct Award • _(Attach copy of council communication) Contract# . El Verbal/Wrilten bid(s)or proposal(s) ❑ Rea uest for Qualifications(Public Works) 0 Stale of Washington Date approved by Council Contractll (Attach copy of council communication) ❑ Other government agency contract Intermediate Procurement ® Sole Source. Agency . GOODS&SERVICES ® Applicable Form(#5,6,7 or 8) Contract# Greater than$5,000 and less than$100,000 N Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached N Form 114,Personal Services$5K to$75K Agency PERSONAL SERVICES Date approved by Council: ❑ Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 Valid until:_ (Date) Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment 0 Special ProcurementCity Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached• 0 Form#9,Request for Approval .D Annual cost to City exceeds$25,000,Council i ❑ Form#4,Personal Services$5K to$75K ❑ Written quote or proposal attached approval required.(Attach copy of council communication) Date approved by Council: Valid until: Dale Description of SERVICES Total Cost Provide(4)new siren controllers with radios,battery chargers,(8)new • ' - batteries and the necessary hardware and installation/start-up for a turn- key installation as set forth in the attached quotation. .$59,697.47' - V '' . - Item# Quantity Unit Description of MATERIALS Unit Price Total Cost • ® Per attached quote/proposal • -TdTAL;COST • 081500.604100 $= V Project Number _ Account ,Number .' • . . Account 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 a_ndsoftware.purchases: .. .. IT Director Date Support-Yes/No By signing this requisition form,I cerlify that the City's public contracting requirements have been satisfied. Employee: Kevin Caldwell . Department Head: = Zi (t2 7! , � or! V•ter tha5,000) Department Manager/Supervisor: City Manager: , r�.r.. �-r- �f/Z2— Funds appropriated for current fiscal year: YY /NO "al-"-------- (Equal to o greater than.$35,ottootttfff) Finance Director'(Equallo-argreaterthan$5,000) Date Z.,_'Date Comments: Form 113-Requisiton i . • TO: Joseph Lessard 122 FROM: Kevin Caldwell,Engineering Project Manager .440 1�� DATE: 2/11/22 RE: City Manager Signature Needed for Federal Signal sole source contract documents Background: Attached is a sole source contract($59,697.47)with Federal Signal Corporation for the purchase and installation of updated siren equipment for the Hosler Dam warning system. A sole source contract is necessary as this equipment is only available from a single vendor. Your signature is needed on the agreement as well as the requisition foam. The City owns and operates(4)Hosier Dam flood warning sirens and a central controller located at Fire Station#1. The Hosier Dam flood warning siren equipment is only available from Federal Signal Corporation of University Park,Illinois. This equipment is critical to notify the public in the event of a Hosler Dam emergency. Our existing siren controllers were discontinued in 2003 and in 2012 were classified as non- repairable. Our existing control system is only compatible with Federal Signal equipment,any equipment purchases must be compatible with the existing control system unless the City chooses to replace the entire system at a much greater cost. The current siren controllers are in need of repairs,but repair parts are no longer available as they are no longer supported by the manufacturer. There are no other suppliers that can provide equipment compatible with our existing Hosier Dam siren system. Council Action: None necessary as the City Manager has the authority to execute this$59,697.47 contract Other Relevant Information: Attached are the written sole source findings, a letter from vendor confirming they are the only supplier of compatible equipment, the goods and services agreement with supporting documents, requisition form and the quotation from Federal Signal. Insurance waived or reduced?No Who to return to if different from sender? Tami DeMille Campos,Public Works Are all other signatures required collected?Yes Are all attachments listed included?Yes • CITY OF ASHLAND 20 East Main Street Tel:541-488-6002 7- Ashland,Oregon 97520 Fax:ww: 55311 raftwashland.or.us TTY: 800-735-2900 , rE.0 FEDERAL SI RIAL 2645 Federal Signal Drive i) Safety and Security Systems University Park,Illinois 60484-0975 800.548.7229 Advancing security and well-being. alertnotification.com August 24,2021 Mr.Kevin Caldwell Senior Project Manager City of Ashland,Public Works Mr.Caldwell, We understand that City of Ashland is interested in upgrading the Federal Signal siren controllers for the existing sirens.The MCP controllers were discontinued in 2003 and in 2012 were classified as non- repairable.The control system at the fire house is only compatible with the Federal Signal siren controllers.In addition,the sirens do not require replacement which would be a significant cost to the City. Our installation partner N2 Electric can provide installation and commissioning services for Federal Signal siren systems. Federal Signal is the sole provider of this functionality for control of Federal Signal sirens. Federal Signal takes pride in being able to offer our customers a complete turnkey system solution for your warning needs. We are confident that our solution provides exceptional value and the assurance of having a single point of contact for your entire system,with the benefit of dealing directly with the manufacturer. If I can answer any additional questions,or be of service in any way,please feel free to contact me at your convenience. Sincerely, 614/1/41) Bruce Ross Western Region Sales Manager Warning Systems Federal Signal Corporation bross@fedsig.com 858-264-8568 FORM#5 CITY O F ASHLAND SOLE-SOURCE DETERMINATION AND WRITTEN FINDINGS GOODS AND SERVICES Less than $100,000 To: Joseph Lessard, City Manager From: Scott Fleury, Public Works Director • City of Ashland Public Works Date: February 11, 2022 Re: Sole Source Determination and Written Findings for Goods and Services In accordance with AMC 2.50.090(F),the Department Head shall determine in writing that there is only one provider of a product or service of the quality and type required available. Estimated total value of contract: $59,697.47 Project name: Hosler Dam siren controller installation and commissioning Description of goods and services: Provide(4)new siren controllers with radios,battery chargers, (8)new batteries and the necessary hardware andinstallation/start-up for a turn-key installation as set forth in the quotation from Federal Signal Corporation. Background: The City owns and operates (4)Hosler Dam flood warning sirens and a central controller located at Fire Station#1. The Hosier Dam flood warning siren equipment is only available from Federal Signal Corporation of University Park,Illinois. This equipment is critical to notify the public in the event of a Hosler Dam emergency. Our existing siren controllers were discontinued in 2003 and in 2012 were classified as non-repairable. Our existing control system is only compatible with Federal Signal equipment,any equipment purchases must be compatible with the existing control system unless the City chooses to replace the entire system at a much greater cost. The current siren controllers are in need of repairs,but repair parts are no longer available as they are no longer supported by the manufacturer. There are no other suppliers that can provide equipment compatible with our existing Hosler Dam siren system. Form#5-Sole Source—Goods and Services—Less than$100,000,Page 1 of 2,2115/2022 • Findings: Market Research Overall finding: Our research shows that only Federal Signal siren controllers are compatible with our existing Hosier Dam flood warning siren system, as confirmed by the attached letter from Federal Signal Corporation. There are no other suppliers that can provide equipment compatible with our existing Hosier Dam siren system. [In accordance with ORS 279B.075, these are the examples of findings that should be addressed Select at least one of the findings and prepare the determination as it specifically relates to the goods or services being procured More than one finding can be addressed The findings are as follows.] Pursuant to ORS 279B.075(2)(a): Provide findings supporting your determination that the efficient utilization of existing goods requires the acquisition of compatible goods or services from only one source. Any components for the existing Hosier Darn siren system must be compatible with the existing equipment supplied only by Federal Signal Corporation. Replacing the whole system is not necessary or in the best interest of the City. There are no other suppliers that can provide equipment compatible with our existing Hosier Dam siren system. Pursuant to ORS 279B.075 (2)(b): Provide findings supporting your determination that the goods or services required for the exchange of software or data with other public or private agencies are available from only one source. N/A Pursuant to ORS 279B.075 (2)(c): Provide findings supporting your determination that the goods or services are for use in a pilot or an experimental project. N/A Pursuant to ORS 279B.075 (2)(d): Any other findings that support the conclusion that the goods or services are available from only one source. The continued use of our Hosler Dam siren system will support investments already made in the system. • Form#5-Sole Source-Goods and Services-Less than$100,000,Page 2 of 2,2/15/2022 GOODS AND SERVICES AGREEMENT (GREATER THAN$35,000) PROVIDER:Federal Signal Corporation CITY OF PROVIDER'S CONTACT: Bruce Ross,bross@fedsig.com ASHLAND 20 East Main Street ADDRESS: 2645 Federal Signal Drive Ashland,Oregon 97520 University Park,Illinois 60484-0975 Telephone: 541/488-5587 Fax: 541/488-6006 ( PHONE: 858-264-8568 This Goods and 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 domestic business corporation (hereinafter "Provider"), for the purchase and installation of(4) new Hosier Dam siren controllers. 1. PROVIDER'S OBLIGATIONS 1.1 Provide(4)new siren controllers, (8)new batteries,the necessary hardware and installation/start-up for a turn-key installation as set forth in the "SUPPORTING DOCUMENTS" attached hereto and, by this reference, incorporated herein. Provider expressly acknowledges that time is of the essence of any completion date set forth in the SUPPORTING DOCUMENTS,and that no waiver or extension of such deadline may be authorized except in the same manner as herein provided for authority to exceed the maximum compensation. The goods and services defined and described in the "SUPPORTING DOCUMENTS"shall hereinafter be collectively referred to as"Work." 1.2 Provider shall obtain and maintain during the term of this Agreement and until City's final acceptance of all Work received hereunder,a policy or policies of liability insurance including commercial 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 and Property Damage. 1.2.1 The insurance required in this Article shall include the following coverages: • Comprehensive General or Commercial General Liability, including personal.injury, contractual liability, and products/completed operations coverage; and • Automobile Liability;and • Workers' Compensation. 1.2.2 Each policy of such insurance shall be on an "occurrence" and not a "claims made" form, and shall: • Name as additional insured "the City of Ashland, Oregon, its officers, agents and employees" with respect to claims arising out of the provision of Work under this Agreement; • Apply to each named and additional named insured as though a separate policy had been issued to each,provided that the policy limits shall not be increased thereby; • Apply as primary coverage for each additional.named insured except to the extent that two or more such policies are intended to "layer" coverage and, taken together, they provide total coverage from the first dollar of liability; • Provider shall immediately notify the City of any change in insurance coverage Page 1 of 6: Goods and Services Agreement between the City of Ashland and Federal Signal Corporation • Provider shall supply an endorsement naming the City, its officers, employees and agents as additional insureds by the Effective Date of this Agreement; and • Be evidenced by a certificate or certificates of such insurance approved by the City. 1.3 Provider shall,at its own expense,maintain Worker's Compensation Insurance in compliance with ORS 656.017, which requires subject employers to provide workers' compensation coverage for all of its subject workers. As evidence of the insurance required by this Agreement,the Provider shall furnish an acceptable insurance certificate prior to commencing any Work. 1.4 Provider 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 this Agreement when employed by Provider. Provider agrees to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. Further, Provider 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.110. 1.5 In all solicitations either by competitive bidding or negotiation made by Provider for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Providers of the Provider's obligations under this Agreement and Title VI of the Civil Rights Act of 1964 and other federal nondiscrimination laws. 1.6 Living Wage Requirements: If the amount of this Agreement is $22,310.46 or more, Provider 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. Provider is also required to post the notice attached hereto as"Exhibit A"predominantly in areas where it will be seen by all employees. • 2. CITY'S OBLIGATIONS 2.1 City shall pay Provider the sum of$59,697.47(per unit prices) as provided herein as full compensation for the Work as specified in the SUPPORTING DOCUMENTS. 2.2 In no event shall Provider's total of all compensation and reimbursement under this Agreement exceed the sum of$59,697.47 (this is maximum,not to exceed amount of entire Agreement) without express, written approval from the City official whose signature appears below, or such official's successor in office. Provider expressly acknowledges that no other person has authority to order or authorize additional Work which would cause this maximum sum to be exceeded and that any authorization from the responsible official must be in writing. Provider further acknowledges that any Work delivered or expenses incurred without authorization as provided herein is done at Provider's own risk and as a volunteer without expectation of compensation or reimbursement. 3. GENERAL PROVISIONS 3.1 This is a non-exclusive Agreement. City is not obligated to procure any specific amount of Work from Provider and is free to procure similar types of goods and services from other providers in its sole discretion. 3.2 Provider is an independent contractor and not an employee or agent of the City for any purpose. Page 2 of 6: Goods and Services Agreement between the City of Ashland and Federal Signal Corporation 3.3 Provider is not entitled to, and expressly waives all claims to City benefits such as health and disability insurance,paid leave, and retirement. 3.4 Provider shall not assign this Agreement or subcontract any portion of the Work to be provided hereunder without the prior written consent of the City. Any attempted assignment or subcontract without written consent of the City shall be void. Provider shall be fully responsible for the acts or omissions of any assigns or subcontractors and of all persons employed by them, and the approval by the City of any assignment or subcontract shall not create any contractual relation between the assignee or subcontractor and the City. 3.5 This Agreement embodies the full and complete understanding of the parties respecting the subject matter hereof. It supersedes all prior agreements,negotiations,and representations between the parties, whether written or oral. 3.6 This Agreement may be amended only by written instrument executed with the same formalities as this Agreement. 3.7 The following laws of the State of Oregon are hereby incorporated by reference into this Agreement: ORS 279B.220,279B.230 and 279B.235. 3.8 This Agreement shall be governed by 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, and expressly consents that, upon motion of the other party, any case may be dismissed or its venue transferred, as appropriate, so as to effectuate this choice of venue. 3.9 Provider shall defend,save,hold harmless and indemnify the City and its officers,employees and agents from and against any and all claims, suits, actions, losses, damages, liabilities, costs, and expenses of any nature resulting from, arising out of, or relating to the activities of Provider or its officers, employees,contractors, or agents under this Agreement. 3.10 Neither party to this Agreement shall hold the other responsible for damages or delay in performance caused by acts of God,strikes,lockouts,accidents,or other events beyond the control of the other or the other's officers, employees or agents. 3.11 If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable,preserving to the fullest extent permitted the intent of Provider and the City set forth in this Agreement. 3.12 Deliveries will be F.O.B destination. Provider shall pay all transportation and handling charges for the Goods.Provider is responsible and liable for loss or damage until final inspection and acceptance of the Goods by the City. Provider remains liable for latent defects,fraud, and warranties. 3.13 The City may inspect and test the Goods. The City may reject non-conforming Goods and require Provider to correct them without charge or deliver them at a reduced price, as negotiated. If Provider does not cure any defects within a reasonable time, the City may reject the Goods and cancel this Page 3 of 6: Goods and Services Agreement between the City of Ashland,and Federal Signal Corporation j, • • Agreement in whole or in part. This paragraph does not affect or limit the City's rights, including its rights under the Uniform Commercial Code, ORS Chapter 72 (UCC). 3.14 Provider represents and warrants that the Goods are new, current, and fully warranted by the manufacturer. Delivered Goods will comply with SUPPORTING DOCUMENTS and be free from defects in labor,material and manufacture.Provider shall transfer all warranties to the City. 4. SUPPORTING DOCUMENTS 4.1 The following documents are, by this reference, expressly incorporated in this Agreement, and are collectively referred to in this Agreement as the"SUPPORTING DOCUMENTS:" • The City's written Sole-Source Determination dated January 18th 2022. • The Provider's complete written quotation dated January 3rd 2022. 4.2 This Agreement and the SUPPORTING DOCUMENTS shall be construed to be mutually complimentary 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 SUPPORTING DOCUMENTS. In the event of conflict between provisions of two of the SUPPORTING DOCUMENTS,the several supporting documents shall be given precedence in the order listed in Article 4.1. 5. REMEDIES 5.1 In the event Provider is in default of this Agreement, City may, at its option, pursue any or all of the remedies available to it under this Agreement and at law or in equity, including,but not limited to: 5.1.1 Termination of this Agreement; 5.1.2 Withholding all monies due for the Work that Provider has failed to deliver within any scheduled completion dates or any Work that have been delivered inadequately or defectively; 5.1.3 Initiation of an action or proceeding for damages, specific performance, or declaratory or injunctive relief; 5.1.4 These remedies are cumulative to the extent the remedies are not inconsistent,and City may pursue any remedy or remedies singly, collectively, successively or in.any order whatsoever. 5.2 In no event shall City be liable to Provider for any expenses related to termination of this Agreement or for anticipated profits. If previous amounts paid to Provider exceed the amount due,Provider shall pay immediately any excess to City upon written demand provided. - 6. TERM AND TERMINATION 6.1 Term This Agreement shall be effective from the date of execution on behalf of the City as set forth below (the"Effective Date"),and shall continue in full force and effect until December 31St 2022,unless sooner terminated as provided in Subsection 6.2. 6.2 Termination 6.2.1 The City and Provider may terminate this Agreement by mutual agreement at any time. 6.2.2 The City may, upon not less than thirty(30) days' prior written notice,terminate this Agreement for any reason deemed appropriate in its sole discretion. Page 4 of 6: Goods and Services Agreement between the City of Ashland and Federal Signal Corporation - I • 6.2.3 Either party may terminate this Agreement,with cause, by not less than fourteen(14)days' prior written notice if the cause is not cured within that fourteen (14) day period after written notice. Such termination is in addition to and not in lieu of any other remedy at law or equity. 7. NOTICE Whenever notice is required or permitted to be given under this Agreement, such notice shall be given in writing to the other party by personal delivery, by sending via a reputable commercial overnight courier, or by mailing using registered or certified United States mail, return receipt requested, postage prepaid, to the address set forth.below: If to the City: City of Ashland—Public Works Department Attn: Kevin Caldwell,Project Manager 20 E.Main Street Ashland, Oregon 97520 • Phone: (541) 552-2414 With a copy to: City of Ashland—Legal Department 20 E.Main Street Ashland, Oregon 97520 Phone: (541)488-5350 • If to Provider: Federal Signal Corporation Attn: Bruce Ross 2645 Federal Signal Drive University Park, Illinois 60484-0975, Phone: (858)264-8568 8. WAIVER OF BREACH One or more waivers or failures to object by either party to the other's breach of any provision,term,condition, or covenant contained in this Agreement shall not be construed as a waiver of any subsequent breach,whether or not of the same nature. 9. PROVIDER'S COMPLIANCE WITH TAX LAWS 9.1 Provider represents and warrants to the City that: 9.1.1 Provider 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 Provider; and' (iii) Any rules,regulations, charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.1.2 Provider,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; Page 5 of 6: Goods and Services Agreement between the City of Ashland and Federal Signal Corporation (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Provider;and (iii) Any rules,regulations,charter provisions, or ordinances that implement or enforce any of the foregoing tax laws or provisions. 9.2 Provider's failure to comply with the tax laws of the State of Oregon and all applicable tax laws of any + . political subdivision of the State of Oregon shall constitute a material breach of this Agreement. Further, any violation of Provider's warranty, as set forth in this Article 9, shall constitute a material breach of _ this Agreement. Any material,breach of this Agreement shall entitle the City to terminate this Agreement and to seek damages and any other relief available under this Agreement,at law,or in equity. 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. CITY OF ASHLAND: Federal Signal Corporation (PROVIDER): Ark rr/ • t Manager By: /3 , J� Aou.3-,L---k. Signaturenature N9osept L L . Le$s - Brent Gambrel Printed Name Printed Name • 2lagAa, VP/GM Systems Date Title 2-10-2022 Date Purchase Order No. jw ' . 1 i D / (W-9 is to be submitted with this signed Agreement) APPROVED AS TO FORM: 0 11 .y. . Attorn 02-15-2022 Date • Page 6 of 6: Goods and Services Agreement between the City of Ashland and Federal Signal Corporation { 1 1 • • • fit FEDERAL L S0GNAL ) . Safety and Security Systems • (:f)If 11 • Protecting people and our planet Number: SYSQ8000 US;2645 Federal Signal Drive,University Park,Illinois 60984 I Tel+1 708 534 4756 Date: 01/03/2022 Expiration Date: 04/03/2022 Quoted Company: To: Your Sales Rep: City of Ashland Kevin Caldwell Bruce Ross 20 East Main Street (541)552-2414 Western Regional Sales Manager • Ashland,OR 97520 kevin.caldwell@ashland.or.us Phone 858-264-8568 bross@federalsignal.com Prepared By: Bruce Ross Western Regional Sales Manager Phone 858-264-8568 bross@federalsignal.com Notes: Here is the quote you requested.This is a turn-key installation for updating the 4 sirens with new siren controllers.The siren controllers have new control boards,amplifiers,radio and chargers.The batteries are optional if the current units are in good working order.Also Included are new OMNI antennas and cablin•.Our installer will be onsite_for 4 da s to .rovide the re'uired siren uxlates. k - - — [P:,i oect?[Refit,. - - - - Siren u.•rade -- Terrnsj I. `S.IiIp;�U,iai - _ I 15.0_i33 NET 30_With AccountA=.roval • I Ex-Works Universi Park IL Ori.in jLine� (Q19 IP;aiied ember,' iI sci til n>_ _ ___ _ _ _ �l9riit1P'riee) IExt,,IP'riice� • Siren Controller Replacement • 1 4 UVTDU Siren controller for Modulator siren system $5,644.50 $22;578.00 2 16 UV400 UV Amplifier,400W. $606.75 $9,708.00 3 1 DVR Digital Recording Fee,Single Voice up to 10 messages $540.75 $540.75 • Order will ship with standard messaging,unless customer supplies custom messages at order acceptance. 4 4 DVSD Digital voice mini SD card. $235.20 $940.80 5 4 MOD-UV-KIT Wiring kit to update the siren for UV+controller $47.00 $188.00 Removal,installation and commissioning 6 1 TK-IO-CUSTINS Removal and installation of new UV+control cabinets,City of Ashland to $19,000.00 $19,000.00 provide for disposal of old hardware. 7 1 TK-IO-CUSTINS Commissioning and setup of new controllers to existing control station. $2,500.00 $2,500.00 Optional Batteries 8 12 15500007A Battery sealed AGM 79Ah(MK Battery 8A24) • $225.00 $2,700.00 9 1 FREIGHT Z4 FREIGHT ZONE 4-US GROUND ONLY $1,541.92 $1,541.92 Lead Time: SubTotal $59,697.47 Tax T(otd118.81' 059;697L!47i • ;l bait iln"fje tfjlka . q9,16',9)- This ,',o o-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 Tlhis Agreement Quote Number SYSQ8000 • Page 1 of 10 • • • ' i6444.4„. , 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 SYSQ8000 Page 2 of 10 ®�`l IFIEIDIERAIL, SII61k11ML 1-' • SSG TERMS AND CONDITIONS OF SALE (Goods and Services) Effective 11-22-2021 1. DEFINITIONS.In these Terms andConditions of Sale, Seller means Federal Signal Corporation,including any division or subsidiary of Federal Signal Corporation;°Buyer"means the person or entity that placed theorderoron whose behalf theorderis placed;"Goods"means the goods identified in Seller's acknowledgment of Buyer's order,'Services'means the services Identified in Seller's acknowledgmentof 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.The 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 ordifferent terms,whetherprinted orotherwise,in Buyer's order or in any othercommunication 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 adknowledgment 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 lattershall 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;CANCELATION.The Contract shall become effective only upon the date of acceptance of Buyer's order by Seller's written acknowledgment or upon Seller's commencementof performance,whichever is first("Acceptance").Buyer may not cancel orchange an order after Acceptance by Seller without the written consent of Seller.Notwithstanding the foregoing;Sellermay,in Its sole discretion,agree to a written request from Buyerforcancelation of ari open order under the following conditions:Sellershall be subject to cancelation charges equal to the greater of(I) 110%of the cost of work completed and/or custom materials purchased at thetimo the request Is delivered,or(Ii)a percentage of the canceled portion of the Contract calculated as follows: 10%-If canceled more than 2 weeks from the Effective Date; 20%-If canceled more than 4 weeks from the Effective Date; 40%-if canceled more than 6 weeks from the Effective Date; 80%-If canceled more than 8 weeks from the Effective Dale. Cancelatton Schedule-Services: If services ere canceled within 1 week of the scheduled mobilization date;110%of unrecoverable out-of-Pocket costs+50%of scheduled services will be charged.If services ere canceled 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 foracceptance within the period slated therein or,when no period is so stated,within thirty days after Its date of Issuance to Buyer.Prices are subject to increase by Sellerbased 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 Sellers point of shipment,and the terms of payment are NET 30 days from the date of invoice.Amounts not paid when due shall bearinterest for each day after the due date calculated at the annual rate of 18%orthe 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 maybe 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 Buyerso warrants.Payment by credit card maybe subject to a service charge. Seller reserves the right to increase the quoted order price at anytime before delivery to Buyer to reflect any increase in Seller's costs to manufacture or deliver the ordered product due to any factor beyond the reasonable control of Seller.Seller shall provide Buyer with prompt electronic notice o t any such price Increase.Buyershall have five days from receipt of such notice to cancel its order,absent which Buyershall be deemed to have consented to the price Increase 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 afterdelivery to the carrier,such insurance will be charged at the canter's standard rates.'FOB"and anyotherdelivery term used in the Contract shall be defined in accordance with the latest version of Incoterms.Buyershall have sole responsibility for processing and collection of any claim of loss against the carrier. 6. TAXES.Prices do not include taxes.Buyershall pay Seller,In addition to the price of the goods,any applicable excise,sales,use orothertax(however designated)imposed upon the sale,production,delivery or use of the Goods or Services ordered to the extent required or not forbidden bylawto be collected by Sellerfrom Buyer,whether ornot so collected at the time of the sale,unless valid exemption certificates acceptable to the taxingauthoritbs are furnished to Seierbefore the date of Invoice. • 1.18.2021 • Federal Signal Corporation 1 Page 3 of 10 •• • • • 7. DELIVERY;FORCE MAJEURE.Unless otherwise stated in Sellers quotation,all periods stated for delivery.orcompletion run from the Effective Date and are to be treated as estimates only and are not guaranteed.If Seller's delayed In or prevented from performing any of its obligations underthe Contract due to the acts or omissions of Buyeror its agents,the delivery/completion period and the Contract Price shall both be adjusted as necessary. If delivery Is delayed due to any actoromisslon of Buyer,or if having been notified that the Goods are ready for shipment,Buyer falls to take delivery or provide adequate shipping instructions,Sellershall 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 nollimited to: Act of God,war,armed conflict orterrorist attack,riot,fire,explosion,accident,flood,disease,health epidemic or pandemic,sabotage:governmental decisions or actions(including but not limited to prohibition of exports orre-exports orthe failure to grant orthe revocation of applicable export licenses). or labor trouble,strike,lockout orinjunction.Sellershall 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 underapplicabie Import,export control and sanctions laws,regulations,orders and requirements,as they may be amended from time to lime(including without limitation those of the United States,the European Union and the jurisdiction in which Seller's established or from which the items are supplied).If forany reason any such licenses, authorizations or approvals are denied or revoked,orif there is a change In any such applicable laws,regulations,orders or requirements that would prohibit Seller from fulfilling the Contract orwould In the reasonable judgmentof 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 100 consecutive calendardays,either party may terminate the then unperformed portion of the Contract by notice in writing given to the otherparty,without liability provided thatBuyershall 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 o f termination.Seller may deliver by Installments,and each delivery shall constitute a separate Contract.Failure by Seller todeliveranyone ormore 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 forshortfalls in quantity or for lncorrect delivery orfor any alleged defect in Seller's performance underthis Contract,capable of discovery upon reasonable inspection,must be fully set forth in writing and received by Sellerwlthin five days of Buyer's receipt of the Goods.Failure to make any such claim within said period shall constitute a waiverof 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 orrepackaging may be returned to Selierfor credit only upon the Seller's priorwritlen 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.Buyerassumesall risk of loss for such returned goods until actual receipt thereofby 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 IMITATIONS 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 foregoing,Seller's limited warranty forany new Goods which are the subject of any Seller's acknowledgment of Buyer's order may be found at www.fedsio.com/SSG-Warranty,or maybe obtained by writing to Federal Signal Corporation,2645 Federal Signal Drive,University Park,IL 60484;by email to infona.federalsignal.com;or by calling 700/534-3400. B.Services Seiler warrants that Services provided by Sellerwill be performed with all reasonable skill,care and diligence and in accordance with standard Industry practice.Sellerwill correct defects in Services provided by Seller and reported to Sellerwithin ninety days after completion of such Services.Services corrected In accordance with this Section shall be subject to the foregoing warranty foran 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 underthe Contract,whetherof warranty orothe wise.In no event shall Seller be liable for consequential damages norshal Seller's liability on any claim for any direct,incidental,consequential or special damages arising out of or connected with the Contract,orthe 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 orequipment.It is expressly understood thatany technical advice furnished by Sellerwith 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, ail such advice being given and accepted at Buyer's risk 12. LIMITED INDEMNITY AGAINST INFRINGEMENT.Sellershall,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 thatsuch claim does not arise from the use of the Goods in combination with equipment or devices not made bySellerorfrom modification of the Goods,and further provided that Buyer notifies Seiler immediately upon Its obtaining notice of such impending claim and cooperates fully with Seller In preparing a defense.If Buyerprovides to Seiler the authority,assistance,and information Seller needs to defend or settle such claim,Sellershall pay any final • award of damages in such suit and any expense Buyerincurs at Seller's written request,but Seller shall not be liable fora settlement made without its prior written consent.If the Goods are held to be Infringing and the use thereofis enjoined,Sellershall,at its option,either(l)procure for the Buyerthe 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 thereforby 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. 1.18.2021 Federal Signal Corporation • 2 . Page 4 of 10 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 productsoftware and all parts thereof, trademarks and all otherinformation,technical or otherwise which was developed,made or supplied by orfor Seile rin the production of any Goods or Services sold hereunderwill be and remain the sole property of Seller(or its licensors,If any).Buyeragrees not to reverse englneerany Goods purchased Hereunder; 14. EXPORT REGULATIONS.Buyeragrees to comply fully with all laws and regulations concerning the export of goods from the United States,including, but not limited to Export Administration Rules("EAR°),regulations of the Office of Foreign Asset Control('OFAC°),International Traffic in Arms Regulations rITAR'),as well as Denial Orderand Entry lists under EAR end Specially Designated Nationals and Blocked Persons list underOFAC regulations. • 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.Buyeris responsible to receive,store and protect all Goods Intended for installation purposes,including,but not exclusively,siren equipment,poles,batteries,end installation materials.Materials received in cardboard containers must be protected from all forms of precipitation.Additionally,Buyeris to provide a staging area of an appropriate size forinslallation 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.D.Radio Frequency Interference.Selleris 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'ora document with the equivalent Information,that Seiler Is authorized to commence Installation at thesite designated by Buyer before Sellerwill commence Installation. Once Installation has started at an approved site,Buyer is responsible for all additional costs Incurred by Seiler for redeployment of resources if the work is stopped by Buyerorits agents,property owners,oras the result of any govern mental authority or court order,orif Il Is determined that installation isnot possible al the Intended location,or the site is changed for any reason by the Buyer. F.AC Power Hookup.Buyeris responsible to coordinate and pay for all costs to bring properAC power to the electrical service disconnect Installed adjacent to the controller cabinet,unless these services are quoted by Seller.G.Permits&Easements.Sellerwiil obtain and pay for electrical and right- of-way work permits as necessary for Installations.Buyeris responsible for obtaining and paymentof 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,Sellerwill direct installation contractors to attempt pole installation fora 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. I.Contaminated Sites.Selleris not responsible for cleanup and restoration of any installation sites or Installer equipment where contaminated soil is encountered.Sellerwill not knowingly approve installation at any site containing contaminates.Buyer must inform Seller when known orsuspected soil contaminates exist at any intended installation site. J.Site Cleanup.Basic installation site cleanupinclud es installation debris removal,general site cleanup,end 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 daylighthours and indoors from 7 AM to 7 PM Monday through Saturday.Work restrictions or limitations Imposed by Buyerorits agents may result in additional charges being assessed to Buyer forservices. M.Project Reporting.Installation&Service Progress Reports will be provided on a regular basis,normally everyweek during active Installation,unless pre-arranged otherwise by mutual agreement. N.Safely 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 safety 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 Buyerwritten notice thereof but without being obligated to obtain Buyer's consent prior thereto.In the event of an assignment,Sellershall be discharged of any liability pursuant to those purchase orders which have been assigned or delegated.Customer may not assign its rights nordelegate its obligations under any orall of its purchase orders unless Seller's written consent Is obtained prior thereto and any such assignment or delegation without such consent shall be void. 17. DEFAULT,INSOLVENCY AND CANCELATION.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)Buyeris In default of any of its obligations underthe Contract and falls,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 orforthe benefit of its creditors being proposed by or in relation to Buyer,(II)a receiver,administratororsimilar person taking possession of orbeing appointed overor any distress,execution or other process being levied or enforced(and not being discharged within seven days)on the whole ora material part of the assets of Buyer;(III)Buyerceasing to carry on business orbeing unable to pay its debts;(Iv)Buyer or its equity holders or the holderof a qualifying floating charge giving notice of their intentIonto 1.18.2021 Federal Signal Corporation 3 Page 5 of 10 • • . , appoint,or making an application to the court for the appointment of,on administrator,,(v)a petition being presented(and not being discharged within 30 days)or a resolution being passed oran orderbeing made for the administration or the winding-up,bankruptcy ordissolution of Buyer,or(vl)the happening in relation to Buyerof an event analogous to any of the above Inany jurisdiction In which It Is incorporated or resident or In which it carries on business orhas assets,Seller shall be entitled to recover from Buyer or Buyer's representative all costs end damages Incurred by Selleras a result of, such default or cancelatlon,Including all costs of collection and a reasonable allowance for overheads and profit(including but nollimited to toss of prospective profits and overheads). 18. SEVERABILITY.If any term,clause or provision contained In the sales contract Is declared or held Invalid bya court of competent jurisdiction,such declaration orholding shall not affect the validity of anyotherterm,clause orprovision herein contained. 19. NO WAIVER.No waiver by either party with respect to any breach ordefault orof any right orremedy and no course of dealing orperformance,shall be deemed to constitute a continuing waiver of any other breachor default orof any other right or remedy,unless such walverbe 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 priororal orwrilten statements regarding the subject matterof these terms and conditions. 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 anydisputebetween the parties that arises under this Agreement shall be either the state or federal courts in Cook orDuPage County,Illinois.Whenevere term 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 yearafterthe 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. • ' I . i . I 1.18.2021 Federal Signal Corporation 4 • • Page 6 of 10 • • mF 7 IFIEDER1L sommAL • LIMITED WARRANTY POLICY • Effective October 11,2021 Federal Signal Corporation('Federal Signal'),subject to the terms,conditions and exceptions contained herein,warrants each NEW product to be free from defects immaterial 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 discretlonof Federal Signal. • SPECIFIC EXCLUSIONS AND EXCEPTIONS • This Limited Warranty does NOT apply nor is it extended to products thalare not manufactured by Federal Signal.These products may be • covered by a separate limited warranty provided by the particular manufacturerand all claims and questions regarding the same are to be directed to the particular manufacturer.Goods sourced by Sellerfrom a third party for resale to Buyershall tarty 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 product(s) or part(s)un der this warranty does NOT extend the term of this warranty,and such products)orpart(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 late r.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 duet°improper use of cleaning or cleaning materialsor chemicals,or non-compliance with Federal Signal's storage,installation,operation,maintenance orenvironmental requirements; . (2)that have undergone any modification or repair not previously authorized by Federal Signal in writing,or service,repair ormodification by or from any facility otherthan an authorized Federal Signal service center or technician,or that use non-authorized software orspare or replacement parts;or(3)that fail due to reasonable and normal use orwearand tear,or materials made,furnished orspecilied by the Buyer or end user. During the specificwarranty periods set forth below,Federal Signal will,at its sole option,repair or replace the products)orparticular part(s) that are found tobe defective In either material or workmanship or,In Its sole discretion refund the purchase price forsuch product(s)or part(s),which are returned or delivered,transport orshIpping prepaid by the Buyer or end user,to either Federal Signal o r its designated and • authorized warranty service center.This limited warranty does not cover travel expenses,the cost of specialized equipment forgaining • access to the product(s)or part(s),or labor charges for removal and re-installation of the product. No person or affiliated company representative is authorized to alter the terms of this warranty,to give any otherwarrantie s,to extend the term orduration 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 end improvernents.in its products without imposing any obligation upo n itself to • change or Improve previously manufactured products. The use in the product of any part otherthan parts approved by Federal Signal may Invalidate this warranty.Federal Signal reserves the right to determine,in its sole discretion,lithe 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 MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,AND REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE.ALL OTHER WARRANTIES OFWHATSOEVERKINDAND 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. • • Page 7 of 10 • • • F®f..� i EE I I.AL BIIONAL i- .1 LIMITED WARRANTY—schedule of products Federal Signal Corporation—PublicSafety Systems Division(Police,Fire/EMS,WorlcTrucic) Warranty Period for Parts Warranty period for Factory replacement from the date of Labor from the date of manufacture stamped on the delivery to the first user- product purchaser K4WaY, • • :141-1 mi l E=.2-'""7-0'7 _# i`.— £ Mounts,brackets,all other products not specl fically listed below 3 years 3 years Speakers 2 years 1 year Platinum 3000 Series5 years 5 years Pathfinder 5 years 5 years RED P-ad ots: ^�* -_o,..:. r..' r,,,-.� ,.•All LED(Light Emitting Diode)products unless otherwise noted 5 years 5 years LED rotating light assemblies from all light bars and beacons 5 years 5 years MicroPuise LED lights 3years 3years—~ (shipped prior to January 1,2021) MlcroPulse LED lights (shipped on orafterianua 1,2021 years S years 416300 Series (shipped prior to_January 1,2021)_-- _ 3years 3years—__-- 416300Series (shipped on orafterJanuary 1,2021) 5years 5years MB1 LED Message Board 3 years 3 years Commander Series Flex 2 years 2 years COM550,COM750,COM1200 __ _ 3 years 3 years 4200S,82005,82005 Signal Master,82005 SlgnalMasterArrow 3 years ' 3 years IISTROBE PLOD 815n x' ':-1.* +i i• . '' ��' • L °' o I Strobe flash tubes I 1 year 1 year sir e.,1= .: - Pf 1; 'r �,, y ^.f •,.�., -0 E�i�l7YGT$,'�'�a.,<< � �v:�".�.+�i:l. ,'M .,a,t`i.• �.`,_ i.'� .`+''��SL a, - 5-year warranty on LED 5-year warranty on LED Littlite Map lights components components Limited llfetimewarranty Limited lifetime warranty on mechanical components on mechanical components CAM Reverse Camera/Monitor Systems 3 years 3 years Stinger Spike Systems 5 years 5 years PBX Series 3years 3years_ Perimeter Light Programmer _ lyear _ _ lyear DOT Flasher 3 years 3 years _ Atkinson Dynamics intercoms — — 2 years 1 year Note:Domes,lenses,lamps,and batteries are NOTcovered under warranty. Page 8 of 10 . • i • I , ri'l 'FEDERAL 6D6KIJAEL. Federal Signal Corporation—Systems Division ••OD GT s 3L_+1.4 iyiri`f; .`(`JiNI 'Li°l0' 'A' ilMrI G 'AG OR',P OR ABO J51414 Mechanical Siren - 2001-130/508.128/Equinox _ 5 years parts and labor from date of delivery,return to factory for service Eclipse8/Model 1+ELEc •0 1a& - n• r''srFr a i 6, rai -' �" 2 ``••�t ---dz• ;s� MOD1004B/MOD2008B/MOD3012B MOD4036B/MOD5020B/MOD6024B 2 years parts and labor from date of delivery,return to factory for service MOD8032B DSA2/3/4/5/6 14G0NTR0 LER tai a u ,sr s4r trsa sfr R" 2 1 SS2000+ FC Controllers _ 2 years parts and labor from date of delivery,return to factory for service DCFCTBD Controllers UV/UVRI/UVIC Controllers I9 GNA G DEV GE ..ti+^ w•'. •r i F--7-71t "rFM?;Nr,k91 .. v2r 'f': .��iSiurT1�' , Beacons/Speakers/Sounders 5.years parts and labor from date of delivery,return tofactory for service ECHO intercoms Sel ecTone Control lers AudioMaster products -- _ ----— ---�- ," -- -----`— Atkinson Products 2 ears parts and labor from date of delivery,return to factory for service �9 SGELLANE011 • ' r t ,r +n -,. ^. IP Informers/Radio Informers FT400BX 1 year parts and labor from date of delivery,return to factoryfor service liC101P 00 I 015 S OH AS)10301EtvilihoiribufaftaittofttsignotalgataseivaWATaleatalettallinicilliersiMitairl PC Eqent Devices — Field Devices Security and LPR products Federal Signal utllizesthe original manufacturer's warranty Batteries UPS Systems PABX Systems PAGA 118 months from shipmentorl2 months from commissioning/systemfield acceptance whichever is sooner covering parts and labor,return to factory for service SOEf11�;tEi~yhi��'a�y�i�:4s.1.-t�t� L'Ft��al".7�' �_I� �,�4p�.3• c=�_i�i.w �_{a_�.1`_1i1Y. �1'� Commander(SFCD-XX) Free from defects for 12 months from date of acceptance,Software Maintenance Agreements SmartMsg _ -=I 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 com-missloningservices,Federal Signal will provide on-sit warranty service during the first 60-days after completion of the installation. • ' I Page 9 of 10 II fir, FEDERAL SII M[[lL �. Federal Signal Corporation—Signaling Division i • :PROD yyy�G(�L�.}�•E r �y K" -� I "'iL girkWi Ala A t•• TY P • OD K R211V.[�y��'r y i(4,�0p•g•EE•L GE AiMrrrsi y S*�3IlellEr 'VlCA=4.k+S1�:.U1%.igW �3Wf4u" •G1146. .,:k'... .h.. 3':' ., a '.} Ti7fx.fgi.4Rs..,a{ .•Y '�•+. 4.YVR' Battery Powered Lights Incandescent Beacons LED Beacons 5 years parts and labor from date of delivery. Panel Mount Lights Return to factory for service. Status Indicators/Stack Ughts Strobe Beacons pravagflE,D IGEs mkoria + 5 # ,o' Back-up Alarms Bells Horns • Intercoms(excludes Atkinson Dynamics) 5 years parts and labor from date of delivery. Sirens(Model A,L,eSiren) _ Return to factory for service. Sounders Speakers Voice Guns I1 LSGEL,;,NEO a•,.y �y s.s 7.7 +*. tii• I Amplifiers Audible/Visual Combination Signals_ Audible and Visual Accessories Audi oMaste r products Audio Routers Extension Ringers _ 5yearspartsandlaborfromdateofdelivery. Fire Alarms - Return to factory for service. Initiating Devices Mountsand Brackets �^ Power Supplies SelecTone•Tone Modules,Connector • Kits,Controllers and Command Units S_CIJA YNtSal S1„L' j7R Slii11011�llf 211111 st XXS41 t rr l Intercoms _ I 2 years parts and labor from date of delivery. ^— Speakers 1 Return to factory for service. • FOR ALL RETURNS TOFACTORY FOR SERV ICE,CONTACT FACTORY AT7OB-534-4756,OR BY EMAILIORDERSUO@FEDSIG.COM Page 10 of 10 ACS® DATE(MM/DD/YYYY) ' CERTIFICATE OF LIABILITY INSURANCE 02/18/2022 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(ies)must have ADDITIONAL INSURED provisions or be endorsed:If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). e PRODUCER CONTACT 'p NAME: Aon Risk Services central, Inc. PHONE FAX i_ Chicago IL Office (AIC.No.Ext): (866) 283-7122 (A1C.No.): (800) 363-0105 v 200 East Randolph E-MAIL • p Chicago IL 60601 USA ADDRESS: x INSURER(S)AFFORDING COVERAGE NAIC# INSURED _INSURER A: Zurich American Ins Co 16535 Federal Signal Corporation INSURER B: American Zurich Ins Co 40142 2645 Federal Signal Drive University Park IL 60484 USA INSURER C: • INSURER D: . INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570091674658 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. Limits shown are as requested INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDIYYYY MM/DDIYYYY) LIMITS A 'X COMMERCIAL GENERAL LIABILITY Y GL0007560500 '11/01/2021 11/01/2022 EACH OCCURRENCE $2,000,000 GL Premise DAMAGE TO RENTED A CLAIMS-MADEri OCCUR GL0007560600 11/01/2021 11/01/2022 PREMISES(Ea occurrence) — $2,000,000 GL Products MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 2 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 r X POLICY n�E� n LOC PRODUCTS-COMP/OPAGG $6,000,000 rn OTHER: Prod-Comp/Ops-Ea Occur $3,000,000 8 A Y BAP 0075607 00 11/01/2021 11/01/2022 COMBINED SINGLE LIMIT `o AUTOMOBILE LIABILITY $2,000,000 AOS (Ea accident) X ANY AUTO BODILY INJURY(Per person) 0 Z OWNED —SCHEDULED BODILY INJURY(Per accident) CI AUTOS ONLY _AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE R V ONLY _AUTOS ONLY (Per accident) - F-1 'C d UMBRELLA LIAB OCCUR EACH OCCURRENCE 0 EXCESS LIAB CLAIMS-MADE AGGREGATE • DED RETENTION B WORKERS COMPENSATION AND WC007560300 11/01/202111/01/2022 x PER STATUTE OTH- EMPLOYERS'LIABILITY Y/N AOS ER ANY PROPRIETOR I PARTNER I EXECUTIVE E.L.EACH ACCIDENT $1,000,000 A OFFICER/MEMBEREXCLUDED? I N I N/A W0007560400 11/01/202111/01/2022 (Mandatory in NH) Retro E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000— a DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached H more space is required) The city of Ashland, Oregon, its officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability and Auto Liability Policy. E nra CERTIFICATE HOLDER CANCELLATION X. • SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ti EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Ashland AUTHORIZED REPRESENTATIVE ,rF,�''F 20 East Main Street MI Ashland OR 97520 USA itlir ;R ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) • The ACORD name and logo are registered marks of ACORD • AGENCY CUSTOMER ID: 10224264 ® LOC#: "A o ADDITIONAL REMARKS SCHEDULE Page _ of AGENCY NAMED INSURED Aon Risk Services Central, Inc. Federal Signal Corporation POLICY NUMBER See Certificate Number: 570091674658 CARRIER NAIC CODE • See Certificate Number: 570091674658 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM ISA 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 ADDL SUBR POLICY NUMBERLIMITS LTR TYPE OF INSURANCE INSD Wry EFFECTIVE EXPIRATION DATE DAATTEE (MM/DD/YYYY) (MM/DD/YYYY) ' WORKERS COMPENSATION A N/A EWS007560800 11/01/2021 11/01/2022 XS WC OH SIR applies per policy terms & conditions T ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD • . 1 1 POLICY NUMBER: GLO 0075605-00 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization whom you become obligated to include as an additional insured as a result of any contract or agreement you have entered. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property If coverage provided to the additional insured is damage" or "personal and advertising injury" g caused, in whole or in part, by your acts or required by a contract or agreement, the most we will pay omissions or the acts or omissions of those acting on your behalf: amount off insurance:behalf of the additional insured is the 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable limits of insurance. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 12 19 ©Insurance Services Office, Inc., 2018 Page 1 of 1 Wolters Kluwer Financial Services,Inc.I Uniform Forms POLICY NUMBER: BAP 075607-00 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s)who are"insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Federal Signal Corporation Endorsement Effective Date: 11/1/2021 SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization required by written contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to-the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 1013 ©Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services I Uniform FormsTM