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Blue Valley Tornado Siren Agreement 06-15-2023FEDERAL SIGNAL Safety and Security Systems Advancing security and well being. Contact Name: Wayne Pruitt, Communications Supervisor Customer: City of Salina Address: 300 W. Ash St. City: Salina State: KS Zip 67401 Phone : 78S-826-7210 Cell: • Fax : • Email : wayne.pruitt@salina .org 2645 Federal Signal Drive Univers ity Park, Illinois 60484-0975 800.548 .7229 www.fedsig.com Quotation No.: ANS 503231040 Please reference quote no. on your order Date Quoted: S/3/23 Notes: Upon receipt of your order and acceptance by Federal Signal Corporation. the equipment herein will be supplied at the quoted prices below. Delivery schedule cannot be established until radio information is supplied. if applicable. Item No. Qtv. Model/Part No. Description Unit Price Total , : It ..... 1 I 12 0-APX-IK I KIT APX RADIO INTERFACE UV IS 7Sl.00 I S 9 012 .00 I 2 I 12 017S902A-24 I CABLE ANT RG8X N MALE/UHF INTERNAL CONTROLLER Is 1s.oo Is 900 .00 I 3 I 12 OMNl-ENGREQ !OMNI RF ANTENNA, RF TO BE DETERMINED; INCLUDES 35' OF LMR400 Is 451.00 Is 5,484 .oo I Total Equipment $ 15,396.00 Shipping ----~·-~ Services " : 5 12 TK-10-CUSTINS INSTALLATION SERVICES TO UPGRADE RADIOS $ 1,512.99 $ 18,155.88 INCLUDES, BUT NOT LIMITED TO: Install of new antennas and antenna coax Install of P25 Radio Cable Kits Mobilization Costs Misc. Materials to complete installation 6 1 NOTES : Radios to be supplied by Customer Base Station Rad io to be supplied by Customer 800 Mhz Radio Frequency to be supplied by Customer Total Services $ 18,155.88 Total of Project $ 34,321 .68 J Prices are firm for 90 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 $38S.OO 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. Site Restoration is not included in this quote unless specifically called out above . As the site has typically not been determined at the time of quoting we cannot forcast what landscaping, seeding or backfilling will be required to restore a site. It is recomended to keep sites within 15' of a paved surface so as to avoid damage to landscaping at the time of installation and for future service. 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 $385 .00 per hour fee, plus equipment. Power Clause : Bringing power to the siren equipment is the responsibility of the purchaser. Trenching is additional. Traffic Control Clause: Traffic control, if required, will be an additional $250.00 per site . Permit Clause : Any special permits, licenses or fees will be additional. FCC Licensing Clause: The buyer is respon sible for ma i ntaining any FCC licensing requirements associated with the use of this equipment. Classified Location Clause : No equipment or services are designed or installed to meet the requirements of a classified location installation unless noted. Sales Tax: Sales Tax will be additional unless an Exemption Certificate is provided . Proposed By: Dee A. Wieduwilt Company: Blue Valley Public Safety Inc. Address: P.O . Box 363 -509 James Rollo Dr . City,State, Zip: Grain Valley, MO 64029 Country: USA Work Phone 1-800-288-s120 Fax: 816-847-7513 Delivery: 12-16 weeks Freight Terms : FOB University Park Terms : Equipment, Net 30 Days upon receipt Services, Net 30 Days as completed, billed monthly. Net 30 will not be held for installations . ~rOl\bvps\Sales\Quotes\2023 Quotes\Saline Co. -Salina, KS Conventional 800 Upgrade -Per Site 5-23.xlsm ,., FEDERAL SIGNAL Safety and Security Systems Advancing security and well being. Approved By: Br ia n Cates Title: General Manager Contact Name: Wayne Pruitt, Communications Supervisor Customer: City of Salina Address : 300 W . Ash St. City: Salina State : KS Zip 67401 Phone: 785-826-7210 Cell : • Fax : • Email : wayne .pruitt@salina .org Brian Cates Sig nature Notes : Delivery schedule cannot be established until radio information is supplied, if applic able. 2645 Federal Signal Drive University Park, Illinois 60484-0975 800.548 .7229 www.fedsig .com Quotation No.: FWS 503231040 Please reference quote no. on your order Date Quoted: 5/3/23 nd in the attached Terms document on behalf a/the above mentioned Company or Government Entity. *** Purchase Order MUST be made out to: *** Federal Signal Corporation, 2645 Federal Signal Drive, University Park, IL 60484 Purchase Order MUST be e-mailed, mailed or faxed to: Blue Valley Public Safety, Inc., PO Box 363, Grain Valley, MO 64029 Fax: 816-847-7513 dee(@bvosonline.com ~rOl\bvps\Sales\Quotes\2023 Quotes\Saline Co. -Salina, KS Conventional 800 Upgrade -Per Site 5-23 .xlsm '" FEDERAL SIGNAL Safety and Security Systems Advancing security and well being. Quotation No.: FWS 503231040 SALES AGREEMENT 2645 Federal Signal Drive University Park, Illinois 60484-0975 800.548.7229 www.fedsig.com (1) Agreement. This agreement (the "Agreement") between Federal Signal Corporation ("FSC ") and Buyer for the sale of the products and services describec in FSC 's quotation and any subsequent purchase order shall consist of the terms herein . This Agreement constitutes the entire agreement between FSC anc Buyer regarding such sale and supersedes all prior oral or written representations and agreements. This Agreement may only be modified by a written amendment signed by authorized representatives of FSC and Buyer and attached hereto except that stenographic and clerical errors are subject to correction by FSC or upon FSC's written consent. FSC objects to and shall not be bound by any additional or different terms, whether printed or otherwise , in Buyer'! purchase order or in any other communication from Buyer to FSC unless specifically agreed to by FSC in writing . Prior courses of dealing between the partiei or trade usage, to the extent they add to, detract from, supplant or explain this Agreement, shall not be binding on FSC. This Agreement shall be for the benefil of FSC and Buyer only and not for the benefit of any other person . (2) Termination. This Agreement may be terminated only upon FSC 's written consent. If FSC shall declare or consent to a termination of the Agreement, ir whole or in part, Buyer, in the absence of a contrary written agreement signed by FSC, shall pay termination charges based upon expenses and costs incurrec in the assembly of its products or in the performance of the services to the date such termination is accepted by FSC including, but not limited to, expenses ol disposing of materials on hand or on order from suppliers and the losses resulting from such disposition, plus a reasonable profit. In addition, any product! substantially completed or services performed on or prior to any termination of this Agreement shall be accepted and paid for in full by Buyer. In the event of< material breach of this Agreement by Buyer, the insolvency of Buyer, or the initiation of any solvency or bankruptcy proceedings by or against Buyer, FSC shal l have the right to immediately terminate this Agreement, and Buyer shall be liable for termination charges as set forth herein. (3) Price/Shipping/Payment. Prices are F .O .B . FSC 's Factory. Buyer shall be responsible for all shipping charges. If this Agreement is for more than one uni t of product, the products may be shipped in a single lot or in several lots at the discretion of FSC, and Buyer shall pay for each such shipment separately. FSC may require full or partial payment or payment guarantee in advance of shipment whenever, in its opinion , the financial condition of Buyer so warrants . FSC will invoice for product upon shipment to Buyer and for services monthly as completed . Amounts invoiced by FSC are due 30 days from date of invoice, except that payment terms for turn-key sales of product and services are 10% of total contract mobilization fee due with Buyer's order. Invoice deductions will not be honored unless covered by a credit memorandum. Minimum billing per order is $75.00. (4) Risk of Loss. The risk of loss of the products or any part thereof shall pass to the Buyer upon delivery thereof by FSC to the carrier. Buyer shall have sole responsibility for processing and collection of any claim of loss against the carrier . (5) Taxes. Price quotes by FSC do not include taxes. Buyer shall pay FSC , in addition to the price of the products or services, any applicable tax (howeve1 designated) imposed upon the sale , production , delivery or use of the products or services to the extent required or not forbidden by law to be collected by FSC 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 FSC before the date of invoice. (6) Delivery. Although FSC shall in good faith endeavor to meet estimated delivery dates , delivery dates are not guaranteed but are estimated on the basis ol immediate receipt by FSC of all information required from Buyer and the absence of delays , di rect or indirect, as set forth in paragraph 29 herein . (7) Returns. Buyer may return shipped product to FSC only upon FSC 's prior written consent (such consent to be in the sole discretion of FSC) and upon term! specified by FSC , including prevailing restocking and handling charges . Buyer assumes all risk of loss for such returned product until actual receipt thereof by FSC . Agents of FSC are not authorized to accept returned product or to grant allowances or adjustments with respect to Buyer's account. (8) Inspection. Buyer shall inspect the product immediately upon receipt. All claims for any alleged defect in FSC 's product or deficiency in the performance ol its services under this Agreement , capable of discovery upon reasonable inspection , must be fully set forth in writing and received by FSC within 30 days ol Buyer's receipt of the product or FSC 's performance of the services . Failure to make any such claim within said 30 day period shall constitute a waiver of sue~ claim and an irrevocable acceptance of the product and services by Buyer. (9) Limited Warranty. FSC warrants each new product to be free from defects in material and workmanship, under normal use and service, for a period of two years from delivery to Buyer (one-year for Informers and all software products , five years on 2001 & ECLIPSE Series siren head). During this warranty period , FSC will provide warranty service for any unit which is delivered , shipping prepaid by the Buyer, to a designated warranty service center for examination and such examination reveals a defect in material and/or workmanship. FSC will then , at its option , repair or replace the product or any defective part(s), or remit the purchase price of the product to Buyer. This warranty does not cover travel expenses, the cost of specialized equipment for gaining access to the product, 01 labor charges for removal and re-installation of the product for warranty service at any location other than FSC's designated warranty service center. Thi! warranty shall not apply to components or accessories that have a separate warranty by the original manufacturer, such as , but not limited to, radios and batteries , and does not extend to any unit which has been subjected to abuse , misuse, improper installation or which has been inadequately maintained, nor tc units with problems due to service or modification by other than an FSC warranty service center FSC will provide on -site warranty service during the first 6C days after the completion of the installation when FSC has provided a turn-key installation including optimization and/or commissioning services . THERE ARE NO OTHER WARRANTIES , EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO , ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (10) Remedies and Limitations of Liability. Buyer's sole remedy for breach of warranty shall be as set forth above. IN NO EVENT SHALL FSC BE LIABLE FOR ANY LOSS OF USE OF ANY PRODUCT, LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, NOR SHALL FSC's LIABILITY FOR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE PRODUCTS OR SERVICES EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES. (11) PATENTS. FSC shall hold Buyer harmless, to the extent herein provided , aga inst any valid claim by any third person of infringement of any United States Patent by product manufactured by FSC , but if Buyer furnished product or system design specifications to FSC , Buyer shall hold FSC harmless against an) infringement claim consisting of the use of product manufactured by FSC in accordance with Buyer's product or system design or in combination with product manufactured by Buyer or others . In the event that any product manufactured by FSC is held to infringe any patent and its use is enjoined by any competenl court of law, FSC , if unable within a reasonable time to secure for Buyer the right to continue using such product, either by suspension of the injunction , b) securing for Buyer a license, or otherwise, shall , at its own expense, either replace such product with non-infringing product or modify such product so that ii becomes non-infring ing, or accept the return of the enjoined product and refund the purchase price paid by Buyer less allowance for any period of actual use thereof. FSC makes no warranty that its product will be delivered free of a valid claim by a third person of infringement or the like and Buyer's remed ies for such a claim will be limited to those provided in this paragraph. ~rOl\bvps\Sales\Quotes\2023 Quotes\Saline Co. -Salina, KS Conventional 800 Upgrade -Per Site 5-23 .xlsm FEDERAL SIGNAL Safety and Security Systems Advancing security and well being. 2645 Federal Signal Drive Un iversity Park, Illinois 60484-0975 800 .548 .7229 www.fedsig.com (12) Assignment and Delegation. Buyer shall not assign any right or interest in th is Agreement , nor delegate the performance of any obligation , without FSC 'i prior written consent. Any attempted assignment or de legation shall be void and ineffective for all purposes unless made in conform ity with th is paragraph . (13) Severability. If any term , clause or provis ion contained in this Agreement is declared or he ld invalid by a court of competent jurisdiction , such declarat ior or ho lding shall not affect the validity of any other term , clause or provision here in conta ined. (14 ) Installation . Installation shall be by Buye r unless otherw ise specifica ll y agreed to in wri ting by FSC . (15 ) Governing Law and Limitations. This Agreement shall be governed by the laws of the State of Illino is. Venue for any proceeding initiated as the result 01 any dispute between the part ies that arises under this Agreement shall be either the state or federa l courts in Cook or DuPage County , Illino is. Whenever a terrr defined by the Uniform Commercial Code as adopted in Illinois is used in this Agreement , the defin ition contained in sa id Uniform Commercial Code is to control . Any action for breach of this Agreement or any covenant or warranty contained herein must be commenced with in one year after the cause of action has accrued . (16) Receiving Product and Staging Location. Buyer is respons ible to receive , store and protect all products intended for installation purposes , including , bu · not exclusively , siren equipment , poles , batteries , and installation materials . Materials received in cardboard containers must be protected from all forms ol precipitation. Additionally , Buyer is to provide a stag ing area of an appropriate size for installation contractors to work from and to store equipment overnight. (17) Installation Methods & Materials. Installation is based on methods and specifications des igned and intended by FSC to meet or exceed all national , state & loca l safety and installation codes and regulations . Design changes requ ired by Buyer may result in add itional charges . (18) Radio Frequency Interference . FSC is not respons ible for RF transm iss ion and reception affected by system interference beyond its control. (19) Installation Site Approval. Buyer must provide signed documentation to FSC , such as the "WARNING SITE SURVEY FORM " or a document with the equivalent information , that FSC is authorized to commence installation at the site des ignated by Buyer before FSC will commence installation . Once installatior has started at an approved site , Buyer is responsible for all additional costs incurred by FSC for redeployment of resources if the work is stopped by Buyer or ii! agents , property owners, or as the result of any governmenta l authority or court order , or if it is determ ined that installation is not possible at the intendec location , or the site is changed for any reason by the Buyer. (20) AC Power Hookup. Buyer is responsible to coordinate and pay for all costs to bring proper AC power to the electri cal service disconnect installed adjacen1 to the controller cabinet , unless these services are quoted by FSC. All indoor installations assume AC power is available within 10 feet of the installatior location . (21) Permits & Easements. FSC will obtain and pay for electrical and right-of-way work perm its as necessary for installations . Buyer is responsible fo 1 obta ining and payment of all other required easements , permits , or other fees requ ired for installation, unless specifically quoted . (22) Soil Conditions Clause . In the event of poor site cond itions includ ing , but not lim ited to rock , cave-ins , high water levels , or inab ility of soil to provide stable installation to meet specifications , FSC 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 FSC cannot obtain approval in a timely manner. (23) Contaminated Sites. FSC is not responsible for cleanup and restoration of any installation sites or installer equipment where contaminated soil ii encountered . FSC will not knowingly approve installation at any site contain ing contaminates . Buyer must inform FSC when known or suspected soi contam inates exist at any intended installation site . (24) Site Cleanup . Basic installation site cleanup includes insta ll ation debris removal , genera l site cleanup , and general leveling of affected soil within 30 ' of the pole . Additional Site Restoration quotes are available . (25) Waste Disposal. Buyer is responsible for providing disposal of all pack ing materia ls includ ing sh ippi ng sk ids and conta iners . (26) Work Hours. All installation quotes are based on the abil ity to work outdoors during daylight hours and indoors from 7 AM to 7 PM Monday throug h Saturday . Work restrictions or lim itations imposed by Buyer or its agents may result in additional charges being assessed to Buyer for services . (27) 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. (28) Safety Requirements & Compliance. FSC requires that all subcontractors and their employees follow applicable laws and regulations pertaining to al work performed, equipment utilized and personal protective gear common to electrical and construction site work performed in the installation of FSC equ ipment. Additional safety compliance requirements by Buyer may result in add itional cha rges assessed to Buyer for the time and expenses requ ired le comply with the additional requirements . (29) Project Delays . FSC shall not be liable in any regard for delivery or installation delays or any fa ilure to perform its obl igations under this Agreemen- resu lting directly or indirectly from change order processing , acts or fa ilure to act by Buye r, unrespons ive inspectors , uti li ty companies and any other causes beyond the direct control of FSC, including acts of God , weather, local disasters of any type , civil or military authority, fires , war, riot, delays in transportation lack of or inability to obta in raw materials , components , labor, fue l or supplies , or other circumstances beyond FSC 's reasonable contr ol, whether sim ilar 01 diss imilar to the forego ing . ~rOl\bvps\Sales\Quotes\2023 Quotes\Saline Co. -Salina, KS Conventional 800 Upgrade -Per Site 5-23 .xlsm