R2026-75 Resolution to Approve an Engineering Services Agreement with WHKS and Co. and Appropriate Motor Fuel Tax Funds for the Garfield Avenue Bridge over the Illinois Central Railroad, SN 058-6000, City Project 2026-24

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fall FEDERAL SIGNAL SSG TERMS AND CONDITIONS OF SALE (Goods and Services) Effective 11-22-2021 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 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 Buyerand Seller forthe supply of the Goods and/or provision of Services; and"Contract Price"means the price payable to Seller by Buyerforthe 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,whether printed orotherwise,in Buyer's orderor in any other communication from Buyerto Seller,or any trade usage or course of dealing between Buyerand Seller,unless expressly agreed to in writing by Seller in Seller's acknowledgment 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 nght 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 neitherthe Contract Price northe delivery date is affected. 3. EFFECTIVE DATE;CANCELAT1ON. 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 Sellerwithout the written consent of Seller.Notwithstanding the foregoing,Seller may,in its sole discretion,agree to a written request from Buyer for cancelation of an 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/orcustom materials purchased at thetime 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 Date. Cancelation Schedule-Services: If services are 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 are 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 for acceptance within the period stated therein or,when no period is so stated,within thirty days after its date of issuance to Buyer.Prices are subject to increase by Seller based on Seller's prices in effect at the time of shipment in aft instances where the specified shipment date is more than 30 days from the date of the order from Buyer.Unless otherwise specified in the Contract or Seller's applicable price list,prices are FOB Seller's point of shipment,and the terms of payment are NET 30 days from the date of invoice.Amounts not paid when dueshall bear interest 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 handing will be charged at Seller's standard rates,which are available upon request by Buyer. If the contract is for more than one unit of Goods,the Goods may be shipped in a single lot or in several lots at the discretion of Seller.In such event, each such shipment shall be paid separately and Buyer shall be responsibleforall transportation charges.Seller may require full or partial payment or payment guarantee in advance of shipment whenever,in its opinion,the financial condition of Buyer so warrants.Payment by credit card may be subject to a service charge. 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 dehverthe ordered product due to any factor beyond the reasonable control of Seller.Seller shall provide Buyer with prompt electronic notice of 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 forthe Goods afterdelivery to the carrier,such insurance will be charged at the carrier's standard rates."FOB"and any otherdelivery term used in the Contract shall be defined in accordance with the latest version of Incolerms.Buyer shall have sole responsibilityfor processing and collection of any claim of loss against the camer. 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 Sellerfrom Buyer,whetherornot 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. 1.18.2021 Federal Signal Corporation 1 Page 5 of 12