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HomeMy WebLinkAboutOUTDOOR WARNING SIRENS CONTRACT TO FEDERAL SIGNAL CORPORATION FEDERAL SIGNAL Protecting people and our planet Quote Number FS-M8032P25-1228 Contact Name Geri Sams Email procbidandcontract@augustaga.gov Account Name Augusta Bill To 535 Telfair St.,Suite 800 Augusta,GA 30901 Phone (706)821-2422 '#.. Date 12/28/2017 Quote Expires 3/28/2018 Product Description Tota{ p Quan#ity Weight Weight Unit Price Total Price MOD8032B Electronic speaker array,8-modules,3200W, 124 dB(C) 4.00 580 2,320 $11,092.20 $44,368.80 UltraVoice electronic controller,aluminum housing,no radio, 120V. UVTD Note:Requires UV400 amplifiers and deep cycle marine 4.00 125 500 $3,213.60 $12,854.40 batteries,sold separately;quantities based on siren model. Q-UVP-RADIO Motorola APX P25 radio upgrade,for UltraVoice controller 4.00 0 0 $3,000.00 $12,000.00 UV400 400 Watt amplifier 32.00 4 128 $410.40 $13,132.80 DVR Professional digital voice recording,one voice,up to 16-messages. 1.00 0 0 $420.00 $420.00 DVSD Digital voice mini SD card(can hold up to 250 Messages up to 17-hours). 4.00 1 4 $195.60 $782.40 OMNI-ENGREQ Omni antenna,band to be determined(P25 or 800 MHz) 4.00 0 0 $241.20 $964.80 AMB-P Antenna pole mounting bracket 4.00 20 80 $81.00 $324.00 HTR4 Four battery heaters. 4.00 0 0 $231.00 $924.00 Turnkey installation of model MOD8032B includes: *Mounting of Modulator on 60'class Il wood pole *Framing of pole,all conduits,disconnect,meter base(if required by customer) *Supply and install deep cycle marine batteries(model: TK-IO-CUSTINS-MOD8032B FVP DC24-6) 4.00 0 0 $6,202.00 $24,808.00 *Installation of antenna,batteries,proper grounding *All necessary materials and labor as described in Modulator installation manual *Start up and commissioning of siren after AC power is connected ISYS FAT Factory acceptance testing and inspections(completed at the factory located at University Park,IL). 1.00 0 0 $1,500.00 $1,500.00 ISYS-TRAVEL-DAY Commissioning engineer daily travel rate. 2.00 0 0 $1,650.00 $3,300.00 Commissioning expenses include airfare(economy class, ISYS-COMEXP1 unless flight exceeds 10-hours,car rental,taxis,meals, 1.00 0 0 $1,500.00 $1,500.00 Account Name Augusta Federal Signal Manufacturers Representative-2680 E.Main Street,S-117, Plainfield, IN 46168—317-839-5022(P)—317-839-2662(F) rdr FEDERAL SIGNAL Protecting people and our planet Quote Number FS-M8032P25-1228 and hotel.To be invoiced at cost,plus 10%. 1 Commissioning engineer onshore day rate: *Per 10-hour man day(or part thereof) ISYS-COMM-STD-ON *Applicable for work,travel,standby,induction and training days 4.00 0 0 $1,650.00 $6,600.00 *Overtime hours 10 to 12 are chargeable at pro-rated rate *Overtime hours, 12+,are chargeable at pro-rated rate. Federal Commander digital software,Quantity 10-RTU SFCD10 sites;includes first year warranty. Note:See product datasheet for computer minimum 1.00 2 2 $0.00 $0.00 requirements. Motorola license for P25 and cellular IP support(up to 25-RTUs);includes mixed mode radio cable(will work with SFCD-IP Federal Commander software on computer)and Motorola 1.00 0 0 $1,400.00 $1,400.00 CPS software allowing transition from standard analog mode system to P25 Digital. Remote access to Federal Commander Software via internet or mobile app(standard 5-seats);must have COMMANDER1-S current version of Federal Commander software;Annual 1.00 0 0 $3,000.00 $3,000.00 subscription applies(includes Commander software version updates and warranty). SS2000+ Digital 2-Way controller and status monitor,desk-top (requires base station radio-sold separately). 1.00 8 8 $2,136.00 $2,136.00 MNC-MNS Noise cancelling microphone,UL2572(For use with SS2000+Encoder) 1.00 4 4 $120.00 $120.00 BSP P25 base station radio 1.00 0 0 $3,900.00 $3,900.00 OMNI-ENGREQ Omni antenna,band to be determined(P25 or 800 MHz) 1.00 0 0 $241.20 $241.20 AMB-W Antenna wall mounting bracket 1.00 20 20 $83.40 $83.40 Includes: *System optimization of one control point *Installation of Federal Commander Software TK lO CUSTINS CP *Installation of Encoder "Installation of base station radio(within 25'of encoder) 1.00 0 0 $706.00 $706.00 'Installation of Omni/Yagi base station radio antenna (includes 35'of coax,polyphaser,mounts,bracket) *Training for administrator/operator(4-hours maximum) X-UPS Smart uninterrupted power supply(UPS), 120V 1.00 150 150 $954.60 $954.60 I-HIO Federal Signal VHF Informer(150-174 MHz),dual relay, wide or narrow band,programmable. 1.00 4 4 $400.80 $400.80 I-EAS Federal Signal Informer EAS/SAME protocol plug-in board, installed 1.00 0 0 $25.80 $25.80 RP164 Ground plane antenna. 1.00 12 12 $105.60 $105.60 10A3 25'Coaxial cable with PL259 connector 1.00 10 10 $136.20 $136.20 Account Name Augusta Federal Signal Manufacturers Representative-2680 E.Main Street,S-117,Plainfield,IN 46168-317-839-5022(P)-317-839-2662(F) ill FEDERAL SIGNAL Protecting people and our planet Quote Number FS-M8032P25-1228 AMB-RP164 RP164 Antenna mounting bracket,pole or wall mount 1.00 20 20 $42.00 $42.00 X-DASLC (PAWS interface box(to be connected to SS2000+); requires public internet behind fire wall). 1.00 0 0 $1,536.50 $1,536.50 TK-10 CUSTINS EAS Installation of Informer with EAS/NOAA option at control ACTIVATION point; to be integrated with SS2000+for auto activation; 1.00 0 0 $353.00 $353.00 includes installation of external RP164 antenna. ES-FREIGHT Shipping and Handling 1.00 0 0 $3,915.00 $3,915.00 Grand Total $142,535.30 Assumptions and Notes EMAIL OR FAX ORDERS TO CAPITOL ELECTRONICS FOR PROCESSING: sales(a capitolelectronics.com F:317-839-2662 1. Purchase order MUST be made out to: Federal Signal Corporation,Federal Warning Systems,75 Remittance Drive,Suite 3257,Chicago, IL 60675-3251. 2. Prices are firm for 120 days from the date of quotation unless shown otherwise.Upon acceptance, prices are firm for 6 months.This quotation is expressly subject to acceptance by Buyer of all Terms stated in the attached Terms document,and any exception to or modification of such Terms shall not be binding on Seller unless expressly accepted in writing by an authorized agent or Officer 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 the Terms.Any such order shall be subject to acceptance by Seller in its discretion. If the total price for the items set forth above exceeds$50,000 then this quotation IS ONLY VALID if countersigned below by a Regional Manager of the Safety&Security Systems Group,Federal Signal Corporation. Installation is not included unless specifically quoted as a line item above.Adverse Site Conditions,including rock,caving soil conditions, contaminated soil, poor site access availability, and other circumstances which result in more than 2 hours to install a pole,will result in a $425.00 per hour fee,plus equipment.Trenching is additional. Power Clause,bringing power to the equipment is the responsibility of the purchaser.Permit Clause,any special permits,licenses or fees will be additional.See attached Terms sheet. 3. Upon receipt of your order and acceptance by Federal Signal Corporation,the equipment herein will be supplied at the quoted prices above. Delivery schedule cannot be established until radio information is supplied,if applicable. 4.Delivery,Terms and Services: a. Delivery:6-8 weeks,plus installation b. Freight Terms: FOB Buyer,Augusta,GA c.Terms:Equipment: Net 30 Days upon shipment d.Services:Net 30 Days upon completion, billed monthly Proposed By Manufacturer's Craig Taylor Representative Address Capitol Electronics 2680 E Main Street,S-117 Plainfield,IN 46168 Phone (770)757-5315 Fax (317)839-2662 Email ctaylor@capitolelectronics.com Account Name Augusta Federal Signal Manufacturers Representative-2680 E. Main Street,S-117, Plainfield, IN 46168—317-839-5022(P)—317-839-2662(F) FEDERAL SIGNAL rifi Protecting people and our planet Quote Number FS-M8032P25-1228 Accepted By Federal Signal Corp ation .e.".>'`.' . Am By. Date: 3-1-18 ••• Bruce A.Ross !i�"• 'i, 1' e ' aY Title: VP and GM Systems , s Augusta, GA f- 4. �wQ. �h Accepted By. DIL D�tl/li Date: �l.L/l�r'r/.�'f /� O� +1I1 , Jle, GiN 4' I Title: /YI 4 YD lam- Vilkt1 W � { a TERMS AND CONDITIONS OF SALE(Goods anda.5ervices) Effective 9-20-2016 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: Seller shall be subject to cancellation charges equal to the greater 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: 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. 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. Unless otherwise specified in the Contract or Seller's applicable price list, prices are FOB Buyer,Augusta, GA, and the terms of payment are NET 30 days from the date of invoice. 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. 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 Buyer. 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, should Seller be delayed in or prevented from Account Name Augusta Federal Signal Manufacturers Representative-2680 E.Main Street,S-117, Plainfield,IN 46168-317-839-5022(P)-317-839-2662(F) IGNAL FEDERAL Protecting people and our planet Quote Number FS-M8032P25-1228 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 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 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. 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 ten (10)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@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. Account Name Augusta Federal Signal Manufacturers Representative-2680 E.Main Street,S-117, Plainfield,IN 46168—317-839-5022(P)—317-839-2662(F) do Protecting people and our planet Quote Number FS-M8032P25-1228 11.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. 12.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. 13. EXPORT REGULATIONS. Buyer agrees to comply fully with all laws and regulations concerning the export of Goods from the United States. 14.INSTALLATION. In those circumstances where Seller has agreed to install Goods for Buyer, the following provisions shall control: A. Responsibility. Installation shall be by Seller or by Seller's authorized and qualified sub-contractors. 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. 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. I.Contaminated Sites. Seller is not responsible for cleanup and restoration of any installation sites or installer equipment where 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. Account Name Augusta Federal Signal Manufacturers Representative-2680 E. Main Street,8-117, Plainfield,IN 46168—317-839-5022(P)—317-839-2662(F) FEDERAL SIGNAL rir Protecting people and our planet Quote Number FS-M8032P25-1228 L.Work Hours.All installation quotes are based on the ability to work outdoors during daylight hours and indoors from 7 AM to 7 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 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. 15.ASSIGNMENT AND SUBCONTRACTING. Neither party may assign its respective rights and obligations of this Agreement unless the approval thereof is first obtained by the other party, provided, however, that Seller may engage its authorized and qualified sub-contractors to provide services called for under this Agreement, subject to the supervision of Seller. 16.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). 17.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. 18.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. 19.NOTICES.All notices and claims in connection with the Contract must be in writing. 20. 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. 21.GOVERNING LAW AND LIMITATIONS. The formation and performance of the sales contract shall be governed by the laws of the State of Georgia.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 Richmond County, Georgia. 22.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. Account Name Augusta Federal Signal Manufacturers Representative-2680 E. Main Street,S-117,Plainfield,IN 46168—317-839-5022(P)—317-839-2662(F) rip Protecting people and our planet Quote Number FS-M8032P25-1228 LIMITED WARRANTY-Schedule of Products Federal Signal Corporation-Integrated Systems Division Product' Warranty Period for Parts replacement and factory performed labor** Mechanical Sirens 2001-130/508-128/Equinox/Eclipse8/Model 2 5 years parts and labor from date of delivery,return to factory for service Electronic Sirens MOD1004B/MOD2008B/MOD3012B/MOD40168 /MOD5020B/MOD6024B/MOD80328/ 2 years parts and labor from date of delivery,return DSA2/3/4/5/6 to factory for service Controllers SS2000+ FC Controllers 2 years parts and labor from date of delivery,return DCFCTBD Controllers to factory for service UV/UVRI/UVIC Controllers Signaling Devices Beacons/Speakers/Sounders ECHO Intercoms 5 years parts and labor from date of delivery,return Selectone Controllers to factory for service Audiomaster Products Miscellaneous IP Informers/Radio Informers 1 year parts and labor from date of delivery,return Signal Tech-Beacons,Sounders,Strobes FT4008X to factory for service OEM Products(such as) PC Equipment Field Devices Security and LPR Products Federal Signal utilizes the original manufacturer's UPS Systems warranty PABX Systems PAGA 18 months from sihpment or 12 months from PAGA commissioning/system field acceptance whichever is sooner covering parts and labor,return to factory for service. Software Free from defects for 12 months from date of Commander(SFCD-XX) acceptance,Software Maintenance Agreements available 'Federal Signal Offers extended warranties and software maintenance agreements-contact your Federal Signal Mfg.Rep.for further information. "On-site services not induded ***Domes,lenses,lamps and batteries installed on Federal Signal products are specifically exduded 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. Account Name Augusta Federal Signal Manufacturers Representative-2680 E.Main Street,S-117, Plainfield,IN 46168—317-839-5022(P)—317-839-2662(F) Addendum"A" 1. Insurance. Seller shall,at all times that this Agreement is in effect,cause to be maintained in force and effect an insurance policy(s) that will ensure and indemnify Buyer against liability or financial loss resulting from injuries occurring to persons or property or occurring as a result of any negligent error, act, or omission of the Seller in performance of the work during the term of this Agreement. Seller shall provide, at all times that this Agreement is in effect, Insurance with limits of not less than: A. Workmen's Compensation Insurance— in accordance with the laws of the State of Georgia, which may be provided in whole or in part by Seller's authorized and qualified sub-contractor(s). B. Public Liability Insurance—in an amount of not less that One Million($1,000,000) Dollars for injuries, including those resulting in death to any one person, and in an amount of not less than One Million ($1,000,000) Dollars on account of any one occurrence. C. Property Damage Insurance — in an amount of not less than One Million ($1,000,000)Dollars from damages on account of an occurrence,with an aggregate limit of One Million ($1,000,000)Dollars. 2. Amendment. Seller acknowledges that this contract and any changes to it by amendment, modification, change order or other similar document may have required or may require the legislative authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, Seller is deemed to possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the consequences of Seller's provision of goods or services to Augusta, Georgia under an unauthorized contract, amendment, modification, change order or other similar document, including the possibility that the Seller may be precluded from recovering payment for such unauthorized goods or services. Accordingly, Seller agrees that if it provides goods or services to Augusta, Georgia under a contract that has not received proper legislative authorization or if the Seller provides goods or services to Augusta, Georgia in excess of the any contractually authorized goods or services, as required by Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized goods or services provided by Seller. Seller assumes all risk of non-payment for the provision of any unauthorized goods or services to Augusta,Georgia,and it waives all claims to payment or to other remedies for the provision of any unauthorized goods or services to Augusta, Georgia, however characterized, including,without limitation, all remedies at law or equity. 3. Miscellaneous. a. To the extent that it does not alter the scope of this Agreement, Buyer may unilaterally order a temporary stopping of the work or delaying of the work to be performed by Seller under this Agreement. b. Seller warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Seller for the purpose of securing business and that Seller has not received any non- Buyer fee related to this Agreement without the prior written consent of Buyer. For breach or violation of this warranty, Buyer shall have the right to annul this Agreement without liability or at its discretion to deduct from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or contingent fee. c. The terms of this Agreement supersede any and all provisions of the Georgia Prompt Payment Act. d. Buyer may, at reasonable times, inspect the part of the plant, place of business, or work site of Seller or any subcontractor of Seller or subunit thereof which is pertinent to the performance of any contract awarded or to be awarded by Augusta, Georgia. e. In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Seller expressly agrees to collect and maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been established,the Seller is required to provide local small business utilization reports. Seller shall report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such documents shall be in the format specified by the Director of Compliance, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the remedies set forth, including but not limited to,withholding payment from the contractor and/or collecting liquidated damages.