14-173 Resolution No. 14-173
RESOLUTION
AUTHORIZING EXECUTION OF A PURCHASE AGREEMENT
WITH FEDERAL SIGNAL CORPORATION FOR TWO MECHANICAL
SIREN CONTROL SYSTEMS AND SIREN HEAD UPGRADES
FOR EMERGENCY WARNING SIRENS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Sean R. Stegall, City Manager, and Kimberly A. Dewis, City Clerk, be and are hereby
authorized and directed to execute a purchase agreement on behalf of the City of Elgin with
Federal Signal Corporation for two mechanical siren control systems and four siren head
upgrades for emergency warning sirens, a copy of which is attached hereto and made a part
hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: December 3, 2014
Adopted: December 3, 2014
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 3rd day of December
2014, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to
as "City") and Federal Signal Corporation, a Delaware corporation (hereinafter referred to as
"Federal").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein, the sufficiency of which is hereby mutually acknowledged, the parties hereto
hereby agree as follows:
1. City shall purchase, and Federal shall sell to City the goods and/or services described by
Attachment A, attached hereto and made a part hereof.
2. This agreement shall be subject to the terms and conditions contained herein and as
provided by Attachment A.
3. This agreement is subject to and governed by the laws of the State of Illinois. Venue for
the resolution of any disputes or the enforcement of any rights arising out of or in connection
with this agreement shall be the Circuit Court of Kane County, Illinois.
4. There shall be no modification of this agreement, except in writing and executed with the
same formalities of the original.
5. This agreement embodies the whole agreement of the parties. There are no promises,
terms, conditions or obligations other than those contained herein, and this agreement shall
supersede all previous communications, representations or agreements, either verbal, written or
implied between the parties hereto.
6. Federal hereby waives any and all claims or rights to interest on money claimed to be due
pursuant to this agreement, and waives any and all such rights to interest to which it may
otherwise be entitled pursuant to law, including, but not limited to, pursuant to the Local
Government Prompt Payment Act (50 1LCS 505/1, et seq.), as amended, or the Illinois Interest
Act (815 ILCS 205/1, et seq.), as amended. The provisions of this paragraph shall survive any
expiration, completion and/or termination of this agreement.
7. Notwithstanding any other provision of this Agreement, it is expressly agreed and
understood that in connection with the performance of this Agreement, Federal shall comply
with all applicable federal,state, city and other requirements of law, including, but not limited to,
any applicable requirements regarding prevailing wages, minimum wage, workplace safety and
legal status of employees. Without limiting the foregoing, Federal hereby certifies, represents
and warrants to the City that all of Federal's employees and/or agents who will be providing
products and/or services with respect to this Agreement shall be legally authorized to work in the
United States. The City shall have the right to audit any records in the possession or control of
Federal to determine Federal's compliance with the provisions of this section. In the event the
City proceeds with such an audit, Federal shall make available to the City Federal's relevant
records at no cost to the City.
8. The terms of this Agreement shall be severable. In the event any of the terms or the
provisions of this Agreement are deemed to be void or otherwise unenforceable for any reason,
the reminder of this Agreement shall remain in full force and effect.
9. This agreement may be executed in counterparts, each of which shall be an original and
all of which shall constitute one and the same agreement. For the purposes of executing this
agreement, any signed copy of this agreement transmitted by fax machine or e-mail shall be
treated in all manners and respects as an original document. The signature of any party on a
copy of this agreement transmitted by fax machine or e-mail shall be considered for these
purposes as an original signature and shall have the same legal effect as an original signature.
Any such faxed or e-mailed copy of this agreement shall be considered to have the same binding
legal effect as an original document. At the request of either party any fax or e-mail copy of this
agreement shall be re-executed by the parties in an original form. No party to this agreement
shall raise the use of fax machine or e-mail as a defense to this agreement and shall forever
waive such defense.
10. In the event of any conflict between the terms and provisions of this purchase agreement
and Attachment A hereto,the terms and provisions of this purchase agreement shall control.
CITY OF ELGIN FEDERAL SIGNAL CORPORATION
SeM Stega -City Manager Print Name
r
Attest:
City Clerk Signature
Title
FALegal Dept\Agreement\Purchase agreement-Federal Signal-I 1-14-14 docx
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ATTACHMENT A
Item No. QTY. Model/Part Description Net Cost Total Cost
Number I Each
1. 6 EA. 2001-130 OUTDOOR WARNING SIREN,THREE(3) $7,744.00 $46,464.00
SIGNAL, 130Db(C),ELECTROMECHANICAL,
ROTATING UNI-DIRECTIONAL
2. 2 EA. DCTB-ACE MECHANICAL SIREN CONTROL SYSTEM, $5,417.28 $10,834.56
MOSCAD/ACE INTERFACE,INCLUDES
STANDARD SENSOR PACKAGE
3. 2 EA. ES-PVS220W- SOLAR POWER SYSTEM,INCLUDES EIGHT $8,784.00 $17,568.00
48X2(PT) (8)55W SOLAR PANELS,SOLAR CHARGE
CONTROLLER AND POLE MOUNTING
FRAMES&HARDWARE
NOTES:
1. INSTALLATION SERVICES ARE NOT INCLUDED(SEE BRANIFF COMM.QUOTATION#BCI-ISO42214C.2).
2. MOTOROLA ACE3600 SCADA RTU HARDWARE IS NOT INCLUDED AND TO BE SUPPLIED BY OTHERS.
3. FACTORY INSTALLATION OF MOTOROLA ACE3600 SCADA HARDWARE INTO DCTB-MOSCAD IS
INCLUDED.
SUBTOTAL: 574,866.56
FREIGHT: $0.00
SALES TAX: $0.00
TOTAL: $74,866.56
ESTIMATED DELIVERY WEIGHT: 5000#
DELIVERY: 10 WEEKS (ARO)
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TERMS
DELIVERY. Delivery dates are not guaranteed but are estimated on the basis of immediate
receipt by Federal of all information to be furnished by City and the absence of delays, direct or
indirect, resulting from or contributed to by circumstances beyond Federal's reasonable control.
Federal shall in good faith endeavor to meet estimated delivery dates but shall not be liable to
City for any damages as a result of any delay caused or contributed to by circumstances beyond
Federal's reasonable control.
LIMITED WARRANTY. Federal warrants each new product to be free from defects in
material and workmanship, under normal use and service, for a period of two years on parts
replacement and two years on factory-performed labor One-year for Informers and all software
products, five years on 2001 & Eclipse series siren head from the date of delivery to the first
user-purchaser. During this warranty period, the obligation of Federal is limited to repairing or
replacing, as Federal may elect, any part or parts of such product which after examination by
Federal discloses to be defective in material and/or workmanship. Federal will provide warranty
for any unit which is delivered, transported prepaid, to the Federal factory or designated
authorized warranty service center for examination and such examination reveals a defect in
material and/or workmanship. Federal's warranty shall not apply to components of accessories
that have a separate warranty by the original manufacturer, such as, but not limited to,radios and
batteries. Federal will provide on-site warranty service during the first 60-days after the
completion of the installation. This warranty does not extend to any unit which has been
subjected to abuse, misuse, improper installation or which has been inadequately maintained, nor
to units which have problems relating to service or modification at any facility other than
Federal's factory or authorized warranty service centers. THERE IS NO IMPLIED
WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL
FEDERAL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT OR
CONSEQUENTIAL DAMAGES ARISING OUT OF ANY SUCH DEFECT IN MATERIAL
OR WORKMANSHIP.
REMEDIES AND LIMTATIONS OF LIABILITY. In the event Federal is claimed to have
breached any of its obligations under Ae sales contract, whether of warranty or otherwise,
Federal may repair any defective goods, request the return of goods and tender, at Federal's
option, a replacement shipment of goods or the purchase price theretofore paid to Federal.
Federal shall tender a refund of the purchase price at its option only upon actual receipt of the
goods by Federal. If Federal so requests the return of the goods,the goods will be redelivered to
Federal, transportation prepaid, in accordance with Federal's instructions. The remedies
contained in this and the preceding paragraph constitute the sole recourse against Federal for
breach of any of Federal's obligations under the sales contract, whether or warranty or otherwise.
In no event shall Federal be liable for consequential damages nor shall Federal's liability of any
claim for any direct, incidental, consequential or special damages arising out of or connected
with the sales contract resulting directly or indirectly from or contributed to by acts of God; acts
of City; civil or military authority;priorities; fires, war; riot; delays in transportation; lack of or
inability to obtain raw materials, components, labor, fuel or supplies; or other circumstances
beyond Federal's reasonable control,whether similar or dissimilar to the foregoing.
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PATENTS. Federal shall hold City harmless, to the extent herein provided, against any rightful
claim of any third person by way of infringement of any United States Letters patent by such
goods as are of Federal's own manufacture, but if City furnished specifications to Federal, City
shall hold Federal harmless against any infringement consisting of the use of goods
manufactured by Federal as a part of any combination with goods manufactured by City or
others. In the event that any goods manufactured by Federal are in any suit held to constitute
infringement and their use is enjoined, Federal, if unable within a reasonable time to secure for
City the right continue using such goods, either by suspension of the injunction, by securing for
City a license, or otherwise, shall, at its own expense, either replace such goods with non-
infringing goods or modify such goods so that they become non-infringing, or accept the return
of the enjoined goods and refund the purchase price theretofore paid by City less allowance for
any period of actual use thereof. Except as in this paragraph provided, Federal makes no
warranty that the goods will be delivered free of the rightful claim of any third person by way of
infringement or the like and City's remedies will be limited to those provided in this paragraph.
ASSIGNMENT AND DELEGATION. No right or interest in this sales contract shall be
assigned by City without Federal's prior written consent, and no delegation of any obligation
owed, or of the performance of any obligation, by City shall be made without Federal's written
consent. Any attempted assignment or delegation shall be void and totally ineffective for all
purposes unless made in conformity with this paragraph. Notwithstanding the foregoing, if City
is an authorized distributor of the goods for Federal, then Federal's obligations under paragraph
9, 10 and I I hereof, subject to all limitations of this sales contract, shall be extended to the
original purchaser of the goods from City.
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