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R-39-24 Authorizing the Order and Purchase of 2025 Peterbilt 548 Single Axle Truck with Certain Specifications and Equipment through Sourcewell Purchasing Cooperative418 Main Street j Lemont, IL. 60439 SUBJECT: A Resolution Authorizing the Order and Purchase of 2025 Peterbilt 548 Single Axle Truck with Certain Specifications and Equipment through Sourcewell Purchasing Cooperative DATE: May 13, 2024 SUMMARY/BACKGROUND Purchase One (1) 2025 Peterbilt 548 Single Axle Truck with certain specifications and equipment using quotes obtained by Sourcewell. The chassis and cab will be purchased through JX Enterprises (Peterbilt Illinois) for the price of $138,329.71, while the body and equipment will be built and added by Monroe Truck Equipment, Inc. for the price of $118,263.00, totaling $256,591.71. This vehicle is a replacement vehicle, not an additional vehicle added to the fleet. A trade-in will be identified closer to the build date. ANALYSIS Pricing was obtained for the 2025 Peterbilt 548 single axle truck with certain specifications and equipment through Sourcewell, contract numbers 060920-PMC and 062222-AEB-1. Consistency with Village Policy Budget (if applicable) STAFF RECOMMENDATION Pass Resolution authorizing the order and purchase of 2025 Peterbilt 548 single axle truck with certain specifications and equipment through Sourcewell Purchasing Cooperative BOARD ACTION REQUESTED Pass Resolution authorizing the order and purchase of 2025 Peterbilt 548 single axle truck with certain specifications and equipment through Sourcewell Purchasing Cooperative ATTACHMENTS A Resolution Authorizing the Order and Purchase of 2025 Peterbilt 548 Single Axle Truck with Certain Specifications and Equipment Through Sourcewell Purchasing Cooperative.pdf i A RESOLUTION AUTHORIZING THE ORDER AND PURCHASE OF 2025 PETERBILT 548 SINGLE AXLE TRUCK WITH CERTAIN SPECIFICATIONS AND EQUIPMENT THROUGH SOURCEWELL PURCHASING COOPERATIVE JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk JANELLE KITTRIDGE DA VE MAKER KEN MCCLAFFERTY KEVIN SHA UGHNESSY RICK SNIEGOWSKI RON STAPLETON Trustees Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont onS J024 RESOLUTION NO. R- bq -24 A RESOLUTION AUTHORIZING THE ORDER AND PURCHASE OF 2025 PETERBILT 548 SINGLE AXLE TRUCK WITH CERTAIN SPECIFICATIONS AND EQUIPMENT THROUGH SOURCEWELL PURCHASING COOPERATIVE WHEREAS, it has become necessary for the Village of Lemont ("Village") to purchase a 2024 Peterbilt 548 Single Axle Truck chassis and cab with certain specifications and equipment; and WHEREAS, Sourcewell Purchasing Cooperative has on behalf of local governments bid for the purchase of Peterbilt 548 Single Axle Trucks to cooperative contracts 060920-PMC and 062222-AEB- 1; and WHEREAS, the quotes were provided by the qualified vendors JX Truck Center Peterbilt Illinois for $138,329.7 1, and Monroe Truck Equipment for $118,263.00; and WHEREAS, Sourcewell Purchasing Cooperative is a public agency authorized to participate in the Illinois Intergovernmental Cooperation Act, 5 ILCS 220/1 et. seq,- as is the Village of Lemont.; and WHEREAS, upon receipt and review of the quotes submitted, the President and Village Board have determined that it is advisable, necessary, and in the best interests of the Village to participate in the Sourcewell Purchasing Cooperative contract for the purchase of one (1) 2025 Peterbilt 548 Single Axle Truck with certain specifications and equipment at a price not to exceed $256,592.71; and NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, as follows: SECTION 1: The Foregoing findings and recitals are hereby adopted as section One of this Resolution and are incorporated by reference as if set forth verbatim herein. SECTION 2: The Village shall participate in the Sourcewell Purchasing Cooperative Contract 060920- PMC and 062222-AEB-1, and hereby approves the quote for a 2025 Peterbilt 548 Single Axle Truck with certain specifications and equipment from JX Truck Center Peterbilt Illinois and Monroe Truck Equipment. for the purchase of necessary equipment at a price not to exceed $256,592.71. SECTION 3: The Village President, Village Administrator, or his designee are also hereby authorized to execute any documents and take any other steps to order and purchase the 2025 Peterbilt 548 Single Axle Truck chassis and cab with certain specifications and equipment in accordance with the quotes submitted by JX Truck Center Peterbilt Illinois and Monroe Truck Equipment. and take any other steps necessary to carry out this Resolution. SECTION 4: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILL,INOIS, ON THIS _ "0 DAY OF M 2024. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYES: ABSENT: ABSTAIN: Janelle Kittridge -_-- Dave Maher Ken McClafferty _ Kevin Shaughnessy Rick Sniegowski Ron Stapleton - r-� JOHN EGOFSKE President ATTEST: C.I�AR� �NE. SMOLLEN Village Clerk Exhibit A JX Truck Center Peterbilt Illinois Quote PURCHASE CONTRACT Bill Tn: PROS-006404 Village of Lemont 418 South Main Street Lemont IL 60439 P:(630) 257-2532 Peterbilt Illinois Joliet, Inc dba JX Truck Center 535 E. South Frontage Road Bolingbrook IL 60440 (630)616-3933 Ship To: Village of Lemont 418 South Main Street Lemont, IL 60439 Date: 4/9/24 Quote #: DE-01733 Type: Cash Salesperson: Darren Simon PO #: Stock#: "rBD VIN:2nd TRUCK 2025 PETERBILT 548 Price: $137,436.71 PDI & DELIVERY - SOURCED GOODS $420.00 Per Unit: $137,856.71 Total Price $137,856.71 2ND TRUCK - SAME SPECS AS THE FIRST Documentation Fee $300.00 Title Fee S 165.00 Plate Fee $8.00 Total $138,329.71 ****** Peterbilt Motors Company Sourccwell Contract #060920-PMC. ****** Order Requirements: - Signed specs w/ each page initiated - Signed Purchase Contract - Customer PO No Flooring is included, payment for the chassis is expected upon chassis delivery/inspection to the body builder. (body will be invoiced separately when delivered complete) Price is not protected. Delivery timeframe is not guaranteed. Trade values subject to change depending on usage/condition. Paae 1 of5 Quote#: DE-01733 Date: 4/9/24 Customer: PROS-006404 IMPORTANT BUYER INFORMATION 1. AS IS SALE. Any warranties from a Manufacturer or other supplier, including warranties on any Dealer - installed Non -Manufacturer accessories, are direct from such Manufacturer or supplier, not Dealers, and only such Manufacturer or other supplier will be liable for performance under those warranties. All goods, services and Vehicles sold by Dealer are sold "AS IS." SEE TERMS AND CONDITIONS SECTION 10 ON REVERSE SIDE. 2. TERMS AND CONDITIONS. The terms and conditions for this purchase and sale are attached. 1 NO ORAL AGREEMENTS, There are no oral agreements regarding the Vehicle(s). Employees, salespersons and managers are not authorized to make any oral representations, agreements or promises about the Vehicle that are not in writing. Any oral representation, agreement or promise not in writing is not a part of this Order and is not binding on Dealer. 4. NON -CANCELLABLE. This transaction is non -cancellable after the Dealer and Buyer sign this Order except as otherwise provided herein. Purchaser's Initials Date BUYER'S REPRESENTATIONS I have read all terms printed on the front and back of this Order, and I understand and agree to them as part of this Order. I understand that the front and back of this Order, including the Terms and Conditions, comprise the entire agreement for this purchase, and no other agreement or understanding of any nature concerning the same has been made or entered into, or will be recognized. I also certify that there are no unwritten agreements or understandings and that no credit has been extended by Dealer nor arranged by Dealer for the cash down payment unless it appears in writing on the face of this Order. There are no blanks on this Order. I certify that I am at least 18 years old and acknowledge receipt of a copy of this Order. By signing below, I authorize outside parties to release financial information to the Dealer that includes, but is not limited to, information regarding lien amounts and details regarding the Financing of the equipment listed on the face of this Order. ,�-- I - Purchaser's Initials Date Pace 2 of S TERMS AND CONDITIONS OF SALE The Order on the reverse side hereof includes, and is subject to, the following terms and conditions 1. DEFINITIONS AND RELATIONSHIP: As used in this Order, the terms (a) "Dealer' means the dealership that owns or has a right to sell the Vehicle being sold; (b) "Buyer" means the party(ies) named on the reverse side as Buyer; (c) "Manufacturer" means the company that manufactured the Vehicle or chassis; and (d) "Vehicle(s)" shall mean the vehicle(s) being purchased by Buyer listed on the reverse side of this Order. Dealer is not the agent of Manufacturer. Dealer and Buyer are the only parties to this Order. Reference to Manufacturer is for the purpose of explaining generally the contractual relationships between Dealer and Manufacturer regarding new vehicles. 2. PRICE CHANGES; MANUFACTURER, BODY-BUILDER OR UPFITTER FEES, COSTS OR SURCHARGES: Manufacturer, and certain body-builders and upfitters, have reserved the right to change the price to Dealer of new vehicles and or to impose fees, costs or surcharges, without notice. In the event the price to Dealer of the Vehicle(s) is is increased by Manufacturer, or a body-builder or upitter, if applicable, prior to delivery of the Vehicle(s) ordered by Buyer, or Manufacturer, a body-builder or upitter imposes fees, costs or surcharges, Dealer reserves the right to change the total delivered price of the Vehicle(s) to Buyer to pass thru such fees, costs or surcharges, accordingly, but without markup, overhead or profit to Dealer. Dealer will use reasonable efforts to promptly notify Buyer on receipt of notice of such increase, or imposition of fees costs or surcharges. Any such increase, or imposition of fees, costs or surcharges will not give rise to any right to cancel the Order, provided, however, that as a courtesy, and not as a matter of contractual obligation, Dealer may work with Buyer, and the applicable Manufacturer, bodybuilder or upitter, regarding any available opportunity to cancel the Order. 3. TRADE-IN REAPPRAISAL: If a trade-in for the Vehicle(s) ordered by Buyer is not delivered to Dealer until delivery to Buyer of the ordered Vehicle(s), the trade-in will be reappraised at that time, and such reappraised value will determine the allowance made for the trade-in. If the reappraised value is lower than the original trade-in allowance shown on the front of this Order, Buyer may, if dissatisfied, cancel this Order, provided, however, that the right to cancel must be exercised prior to both the delivery to Buyer of the Vehicle(s) ordered and the surrender of the trade-in Vehicle to Dealer. 4. EVIDENCE OF TITLE FOR TRADE-IN; REQUIREMENTS FOR TRADE: Buyer agrees to deliver to Dealer evidence of unrestricted title to any trade-in as a part of the down payment for the Vehicle(s) ordered. Buyer warrants and represents any trade-in to be Buyers property free and clear of all liens and encumbrances, except as expressly noted on the front of this Order. Buyer warrants and represents that the trade-in was not in a prior accident or has not incurred any frame damage nor is it a municipal, salvage, damaged, rebuilt or flood vehicle, nor has it been the subject of any "lemon' claim. The Buyer further warrants and represents that the odometer of the trade-in was not altered or tampered with prior to its transfer to the Dealer. Additionally, the buyer certifies that all emissions including, but not limited to, the diesel particulate filter, EGR valves, and EGR coolers function properly and will pass industry tests and inspections. When equipped, model year 2008 and newer trade-ins must have a fully functional particulate filter capable of regeneration at normal factory intervals. 5. TRADE-IN ALLOWANCE. The trade-in allowance shown on the reverse side may not represent the actual cash value of the Buyer's trade-in(s). Buyer acknowledges that such allowance may be an over allowance for said trade4n(s) in lieu of an additional discount on the purchase price of the Vehicle(s). In the event of any dispute between Buyer and Dealer as it may relate to any trade-in(s) or return of any trade-in or rescission of this Order, Dealer's only obligation as to the trade-in(s) shall be the actual amount received from the sale of the trade-in, less a selling commission of 15% and any expenses incurred in storing, insuring, conditioning or advertising the trade-in for sale, will be returned to Buyer. 6. TRADE IN PAYOFF. Dealer has relied on information from Buyer and/or the lien holder of Buyer's trade-in(s) to determine the "Est. Lien Payoff" shown. Buyer understands that the such payoff is only an estimate and may not be the actual amount owed. Buyer directs Dealer to pay off the lien on the trade-in as soon as practical after closing on this transaction. If the payoff balance on the trade-in is greater than the estimated payoff shown, Buyer agrees upon demand to promptly pay the difference to Dealer. If the payoff balance is less than the estimated payoff shown, Dealer shall promptly pay the difference, in Dealer's sole discretion, to either Buyer's lender or Buyer. Buyer acknowledges and agrees that as of the date of this Order that Buyer is or will be transferring title to and ownership of the trade-in(s) to Dealer but that Buyer, and not Dealer, will remain responsible for amounts due to Buyer's lender or lien holder for the trade-in(s) until paid in full, which may be after the date of this Order. Buyer will indemnify and hold Dealer, and any of its shareholders, directors, officers, members, managers, employees, agents, representatives, attorneys, insurers, affiliates, parents, successors and assigns, from any and all claims arising out of, or relating to, amounts that are or become due to Buyer's trade-in lender or lien holder after the date of this Order and prior to the lender or lienholder being paid in full. 7. BUYER INDEMNITY. Buyer agrees to indemnify and hold Dealer, its directors, officers, agents, and employees harmless from any and all claims of liability and expenses, including but not limited to, injury to person or property, loss of profit, and reasonable attorney fees, arising out of or in connection with any breach of this Order, or of the Buyer's warranties, representations, and agreements contained in this Order, including but not limited to the representations concerning any trade-ins. 8. BUYER DEFAULT PRIOR TO DELIVERY; LIQUIDATED DAMAGES: Unless this Order is canceled by Buyer as allowed by these Terms and Conditions, upon failure or refusal of Buyer to accept delivery of the Vehicle(s) ordered or to otherwise comply with the terms of this Order, Dealer may, at its sole option and discretion cancel the Order and either: a) assess against Buyer liquidated damages of the greater of (i) 5% of the total price which would have been chargeable to Buyer at delivery, or (ii) the actual amount of any cash deposit made by Buyer; or b) decline such liquidated damages and to reserve its claims against Buyer for actual damages and for such other expenses and losses as Dealer may incur or suffer as a result of such default by Buyer, including consequential damages and lost profits. On either election, Dealer will be entitled to offset any cash deposit made by Buyer and, may further sell any trade-in and may offset the proceeds against the amounts due from Buyer. Buyer agrees and acknowledges that it has ordered the Vehicle(s) based on its own needs and for its own purposes and that such Vehicle(s) may not be subject to prompt resale, and that as such determination of actual damages may be delayed or difficult, and that as such the above stated liquidated damages are reasonable and appropriate for this transaction. Buyer further acknowledges and agrees that based on market conditions, such liquidated damages may prove insufficient to compensate Dealer for Buyer's failure to take delivery or other breach and that as such, Buyer has agreed to the above election of remedies as additional consideration to Dealer in agreeing to the Order. 9. DESIGN CHANGES: Manufacturer has reserved the right to change the design of any new Vehicle, chassis, accessory, or part at any time without notice, without the obligation to make the same or any similar change upon any Vehicle, chassis, accessory, or part previously purchased by or shipped to Dealer or being manufactured or sold in accordance with Dealers orders. In the event of any such change by Manufacturer, Dealer has no obligation to Buyer to make the same or any similar change in any Vehicle, chassis, accessory, or part covered by this Order, either before or after delivery to Buyer. 10. DELIVERY LIABILITY LIMITATION: Dealer will not be liable for failure to deliver or delay in delivering the Vehicle(s) where such failure or delay is due, in whole or in part, to any cause beyond the control or without the fault or negligence of Dealer. Buyer agrees that Buyer is not entitled to recover from Dealer any consequential damages, damages to property, damages for the loss of use of the Vehicle(s), loss of time, loss of profits or income, or any other incidental damages which may result from failure to deliver or delay in delivery of the Vehicle(s) where such failure or delay is due, in whole or in part, to any cause beyond the control or without the fault or negligence of Dealer, including, but not limited to, Manufacturers failure to produce or deliver the Vehicle(s). I'aee 3 of 5 11. TAXES: The total taxable price for the Vehicle(s) ordered does not include sales, use, excise, or other taxes (Federal, State or local). Buyer assumes and agrees to pay, unless prohibited by law, any such taxes imposed on or applicable to the transaction covered by this Order, regardless of which party may have primary tax liability. 12. WARRANTY DISCLAIMER: A. IN THE EVENT A VEHICLE IS EITHERA NEW VEHICLE, DEMONSTRATOR, OR A USED VEHICLE STILL SUBJECT TO A MANUFACTURER'S WARRANTY, DEALER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE) ON SUCH VEHICLE. FURTHER, DEALER NEITHER MAKES NOR AUTHORIZES ANY OTHER PERSON TO MAKE ON DEALER'S BEHALF, ANY WARRANTY IN CONJUNCTION WITH THE SALE OF ANY VEHICLE. AS TO ANY MANUFACTURER'S WARRANTY WHICH MAY BE EXTENDED TO BUYER BY MANUFACTURER, DEALER SPECIFICALLY DISCLAIMS ANY LIABILITY THEREUNDER, SUCH MANUFACTURER'S WARRANTY BEING BETWEEN BUYER AND MANUFACTURER ONLY. B, UNLESS A SEPARATE WRITTEN INSTRUMENT SHOWING THE TERMS OF ANY DEALER WARRANTY OR SERVICE CONTRACT IS FURNISHED BY DEALER TO BUYER, ALL VEHICLES ARE SOLD "AS IS," AND THE DEALER DISCLAIMSALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, C. IN THE EVENT A VEHICLE IS A USED VEHICLE SUBJECT TO FEDERAL TRADE COMMISSION RULES REQUIRING THE POSTING OF A "BUYER'S GUIDE" THE INFORMATION ON THE WINDOW FORM FOR THIS VEHICLE IS PART OF THIS CONTRACT, INFORMATION ON THE WINDOW FORM OVERRIDES ANY CONTRARY PROVISIONS IN THIS ORDER. 0. Buyer has selected the Vehicle(s) and any configuration or options, and has not relied on the Dealer for such selection. E. Dealer is not part of any aftermarket or third -party service contract or warranty which may be sold by Dealer. Buyer will look only to the third -party seller of any such aftermarket service contract or warranty, and not to Dealer, for any remedy or recourse. 13. DAMAGE DISCLOSURE: A. NEW VEHICLE. DEMONSTRATOR. EXECUTIVE OR MANUFACTURER'S VEHICLE OR PROGRAM VEHICLE: Damage to a new Vehicle (including to all mechanical components, electrical components, sheet metal, paint, trim or other appearance items) may occur either at the factory during assembly, while the Vehicle is being transported to Dealer, or while in Dealer's possession awaiting sale. Normally, any damage which occurs during assembly is detected and corrected at the factory during the inspection process. Damage which has been repaired by the Manufacturer prior to delivery to Dealer, since generally unknown to Dealer, will not be disclosed. B. USED VEHICLES: Since a used Vehicle has been subject to use and possibly to body and mechanical damages, the Vehicle may have been subject to repairs for mechanical reasons or to enhance appearance for sale. Such repairs may include body work and painting of the Vehicle. Since (i) Buyer has the right to inspect the Vehicle, Ili) Dealer generally lacks knowledge of all prior repairs, and (iii) there is uncertainty as to what may be deemed material to Buyer. Dealer makes no representations as to former damage or as to whether the Vehicle was in a prior accident, bad frame damage or incurred any other damage that would affect the condition of the vehicle or its value. 14. ODOMETER DISCLAIMER: The mileage shown on the odometer of the Vehicle(s) sold or leased is believed by Dealer to be the actual mileage of the Vehicle(s) unless otherwise disclosed. However, Dealer makes no warranties or representations as to the actual mileage that the Vehicle has been driven, and expressly disclaims any liability for damages which may be asserted by Buyer, or Buyer's transferees or assigns, in the event the mileage shown is incorrect. Should the vehicle subject to this Agreement be subject to the Federal Odometer Statute, the Odometer Statement provided by the Dealer shall control. 15. COLOR OR EQUIPMENT CHANGE: If the Vehicle(s) ordered is received by Dealer with a different color or equipment, Buyer will be notified. If Dealer and Buyer reach an agreement as to purchase of the Vehicle(s), a new Order shall be completed by Dealer and Buyer covering the Vehicle(s) received; and the new Order will take the place of this Order and this Order will be null and void. 16. OTH ER DOCUM ENTS: The Buyer, before or at the time of delivery of the Vehicle, will sign such other documents as may be required by the terms and conditions of payment indicated on the front of this Order. 17. SAVINGS CLAUSE. GOVERNING LAWAND VENUE: Any provisions of this Order prohibited by State or Federal Law will be ineffective to the extent of such prohibition, but shall not invalidate the remaining provisions of this Order. This Order shall be governed by the laws of the State in which it is written, and Buyer agrees that the state court of the county in which the Dealer is located shall be the court of exclusive jurisdiction and venue with respect to any disputes arising from or related to this Order. 18. ARBITRATION: Any dispute arising out of or relating to this Order shall be resolved by binding arbitration before a single arbitrator pursuant to the Arbitration Rules of Resolute Systems, Inc, in effect on the date of this Order. Buyer acknowledges that in partial consideration for the agreements, covenants and representations of the parties hereto that he/she/it has or shall upon signing this Order or thereafter upon presentment by Dealer sign a separate arbitration agreement with Dealer, the terms and conditions of which are incorporated in this Order and made a part hereof. 19. FINANCING. Dealer intends to assign to a third -party lender any retail installment contract executed by Buyer for the purchase of the Vehicle(s). Buyer understands and agrees that Dealer SHALL NOT BE OBLIGATED TO SELL the Vehicle(s) to him/her/It unless a third -party lender accepts the assignment of the retail installment contract signed by the Buyer, The Order and retail installment contract may be cancelled at any time by Dealer, if Dealer determines in its sole discretion that it cannot obtain third party lender approval and may be cancelled by either party within twenty-one (21) days hereafter if such approval is not obtained on the agreed terms within such time. Additional terms may apply as set out in the retail installment contract and/or a finance rider. Buyer agrees to provide Dealer with a true, correct and complete credit application and cooperates fully in obtaining financing, including providing supporting documentation and Buyer acknowledges that Dealer is solely relying on the accuracy of such information. In the event the Order is terminated as provided herein, Dealer shall return any monetary deposit made by Buyer to Dealer and Buyer agrees to return the Vehicle(s) to Dealer upon demand. In the event that Buyer does not return the Vehicle(s) as required herein, the Dealer may repossess the Vehicle(s) and Buyer shall be liable for all costs, expenses and reasonable attomeys' fees incurred by Dealer related to such repossession and any damages to the Vehicle(s). 20. FAILURE TO DELIVER TRADE-IN VEHICLE OR TITLE. If Buyer fails to deliver any trade-in or good title to such Vehicle(s) on or before the time of delivery of the Vehicle(s) to Buyer, this Order shall remain in full force and effect unless cancelled by the Dealer, except that at the election of the Dealer, there shall be immediately due and payable from the Buyer to Dealer the amount of the gross -trade in allowance plus all applicable taxes. 21. SECURITY INTEREST IN TRADE-IN. By signing this Order, Buyer grants to Dealer a security interest in the trade-in Vehicle(s) to secure Buyer's obligations under this Order and the other documents executed herewith. In the event of a breach of the Order by the Buyer, Dealer may exercise all rights of a secured party under the Uniform Commercial Code with respect to the trade-in . Buyer agrees to execute any and all documents reasonably required by Dealer to perfect Dealer's security interest granted herein. Pace 4 of 5 22. PROMISSORY NOTEIADDITIONAL CHARGES. Any additional sums due pursuant to the terms of this transaction may be evidenced by a promissory note executed by Buyer in favor of Dealer. In the event any payment made by Buyer to Dealer is in the form of a check which is dishonored for any reason, Buyer shall pay a service charge to Dealer in the amount of $100.00 plus any and all other compensatory and any other credit related costs under applicable law. 23. SUCCESSION. This Order is binding and shall inure to the benefit of the parties hereto and their respective heirs, executors, personal representatives, successors, and assigns, except that Buyer may not assign this Order or any interest therein, in whole or in part, without the prior written consent of Dealer. 24. REBATE. If a rebate from the Manufacturer is reflected on the reverse side of this Order, Buyer understands that such rebate is being subtracted from the total amount due as a courtesy to the Buyer. If Buyer does not qualify for the Manufacturer's rebate indicated on this Order, Buyer agrees to pay the amount of the rebate plus applicable taxes to Dealer within three (3) days after demand by Dealer. 25.OTHER DOCUMENTS; CORRECTION. The Buyer shall at any time upon demand by Dealer, even if such demand is after the date of this Order, execute such forms, agreements, or other documents as may be reasonably required to complete the transaction contemplated by this Order, or to evidence correction of mathematical or scrivener's errors. 26. REPOSSESSION. In addition to any other remedies that may be available to Dealer, in the event Buyer is unable to secure financing to purchase the Vehicle(s), Buyer's down payment check(s) do not clear or are not honored, or Buyer is otherwise in default of this Order or other written agreement related hereto, prior to full payment to dealer, and Buyer refuses to return the Vehicle(s) as required herein, Buyer authorizes Dealer to repossess the Vehicle(s) with or without legal process pursuant to applicable law. 27. RIGHT TO INSPECT -FINAL ACCEPTANCE OF VEHICLE. The Buyer acknowledges that he/she/it has been given an opportunity to thoroughly inspect the Vehicle(s) prior to taking delivery and that by taking delivery the Buyer accepts the Vehicle(s) in the condition on the date of this Order with all defects or non -conformities. For pre -owned Vehicle(s), except as otherwise required by law, Buyer accepts the Vehicle(s) in an "AS IS" condition. Receipt of delivery of the Vehicle(s) hereunder constitutes the Buyer's acknowledgment that the Vehicle(s) conforms to this Order and constitutes the Buyer's unqualified acceptance of the Vehicte(s), including pursuant to Section 2-606 of the Uniform Commercial Code, 28. LIMITATIONS ON TIME PERIOD IN WHICH BUYER CAN FILE A LAWSUIT OR ARBITRATION CLAIM (AS APPLICABLE) AGAINST THE DEALER: Buyer agrees that any arbitration claim (if applicable) or lawsuit arising out of or related to the purchase or lease of the Vehicle(s) described herein against the Dealer must be filed no more than 365 days after the date of the delivery of the Vehicle. While Buyer understands that the statute of limitations for claims arising out of the purchase of the Vehicle(s) may be longer than 365 days, Buyer agrees to be bound by the 365 day period of limitations as set forth herein, and BUYER WAIVES ANY STATUTE OF LIMITATIONS TO THE CONTRARY. This provision shall not apply to any action to enforce any retail installment contract, if any, executed in connection herewith. 29. NOTICE TO DEALER OF DEFECTS OR CLAIM. Buyer agrees to give Dealer prompt written notice, but in no event more than twenty-one (21) days after discovery, of any alleged defect or nonconformity related to the Vehicle(s) and afford Dealer, in its sole discretion, the reasonable opportunity to correct or repair such defect or nonconformity. 30. TITLE. The parties hereto agree that the title to the Vehicle(s) shall not pass to the Buyer until such time as Buyer has fully performed all of hislherslits obligations contained herein. 31. VEHICLE EMISSION LAW. Dealer makes no representations or warranty that the Vehicle(s) sold hereunder passed, or will pass, any inspection required by any state vehicle emission inspection law. Compliance is the responsibility of the Buyer. 32. CONSEQUENTIAL DAMAGES. Buyer shall not be entitled to recover from Dealer any consequential or incidental damages for loss of use, loss of time, loss of profit or income, or any other incidental damages including, without limitations, any damages arising from liability on breach of warranty, contract, tort, strict liability or any other statutory or common law theory of liability or punitive damages. 33. ATTORNEYS FEES. In the event of any breach of this Order or default by Buyer, Dealer shall be entitled to collect all costs and expenses incurred by Dealer, including, but not limited to, reasonable attomeys' fees from Buyer, in addition to any other damages permitted by law, related to the enforcement of this Order. 34. SEVERABILITY. Buyer and Dealer agree that if any portion of this Order is deemed unenforceable, or is contrary to any applicable statute, administrative code, or state mandated form of agreement or contract, then only that portion of the Order shall fail, the remainder of the Order shall remain in force. 35. WAIVER OF CLASS ACTION. TO THE EXTENT PERMITTED BYLAW, BUYER AGREES NOT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS ACTION AS TO ANY CLAIM, DISPUTE, OR CONTROVERSY AGAINST DEALER, ITS EMPLOYEES, OFFICERS, DIRECTORS, AND ASSIGNS. BUYER AGREES TO THE ENTRY OF INJUNCTIVE RELIEF BARRING ANY SUCH ACTION AND TO PAY ALL OF DEALER'S ATTORNEYS' FEES AND COURT COSTS INCURRED IN SEEKING SUCH RELIEF. THIS PROVISION DOES NOT CONSTITUTE A WAIVER OF BUYER'S RIGHTS AND REMEDIES TO PURSUE A CLAIM INDIVIDUALLY AS OTHERWISE AGREED TO BETWEEN THE PARTIES. 36. WAIVER OF JURY TRIAL. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS ORDER OR RELATED, DIRECTLY OR INDIRECTLY, TRANSACTION HEREUNDER AND AGREES THAT ANY ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS ORDER SHALL NOT BECOME BINDING UNTILACCEPTED BY THE MANAGER, Villa e of Lemont Purchaser's Sales Represntative (12 - Purcha is SipKat# Datle Manager Paee 5 or5 AGREEMENT AND ACKNOWLEDGMENT REGARDING PRICE INCREASES, SURCHARGES, FEES AND COSTS Vehicle Order: DE-01733 Buyer: Village of Lemont Dealer: Peterbilt Illinois Joliet Inc dba A Truck Center Date: 4/9/24 Dealer, and its manufacturers, bodybuilders, upfitters and other suppliers are experiencing unprecedented cost increases resulting from global supply shortages, including the pandemic, increased demand for electronic chips, and scarcity of certain raw materials. Dealer is faced with incredible volatility in its business, accordingly, particularly for non -commodity units and chassis. In order to manage that volatility, and to enter into the above vehicle order, Dealer requires the right to pass such increases through to the Buyer. Accordingly, and as additional consideration to Dealer relative to the above -referenced sale, the parties agree that Manufacturer, and certain body- builders and upfitters, have reserved the right to change the price to Dealer of new vehicles and or to impose fees, costs or surcharges, without notice. In the event the price to Dealer of the Vehicle(s) is increased by Manufacturer, or a body-builder or upfitter, if applicable, prior to delivery of the Vehicle(s) ordered by Buyer, or Manufacturer, a body-builder or upfitter imposes fees, costs or surcharges, Dealer reserves the right to change the total delivered price of the Vehicle(s) to Buyer to pass thru such fees, costs or surcharges, accordingly, but without markup, overhead or profit to Dealer. Dealer will use reasonable efforts to promptly notify Buyer on receipt of notice of such increase, or imposition of fees costs or surcharges. Any such increase, or imposition of fees, costs or surcharges will not give rise to any right to cancel the Order, provided, however, that as a courtesy, and not as a matter of contractual obligation, Dealer may work with Buyer, and the applicable Manufacturer, body-builder or upfitter, regarding any available opportunity to cancel the Order. This Agreement and Acknowledgment Regarding Price Increases, Surcharges, Fees and Costs will govern over any other or conflicting document on the issue of pricing and price increases. DEALER: BUYER: Peterbilt Illinois Joliet, Inc dba JX Truck Center Villa a of Lemont 535 E. South Frontage Road South Main Street Bolingbrook IL 60440 L61 ont, IL 60439 By: By: Print: Prin : 9 Page I of I Exhibit B Monroe Truck Equipment Quote ✓®r�i monroe a brand of aebi schmicif Quoted to: LEMONT, VILLAGE OF (ATTN: RANDY EARNST) 16680 NEW AVENUE LEMONT, IL 60439 Ph: 630-257-2532 / Fax: 630-257-3068 Email: 812 Draper Ave Joliet, IL 60432 Sales Rep: Jerry LaCorte Ph: (708) 968-8288 www.MonroeTruck.com SINGLE AXLE PATROL UNIT Year: Make: PE fER811 T Model: Chassis Color: Single/Dual: DRW CA: CT' Wheelbase: I Engine DIESEL F. O. Number k: Monroe Truck Equipment, Inc. is pleased to offer the following quote for your review: Description DUMP: 10' CRYSTEEL SELECF SS DUMP BODY BUILT OF STAINLESS STEEL SIDES: 26", 7GA STAINLESS STEEL. FRONT: 48", 7GA STAINLESS STEEL REAR : 36", 7GA STAINLESS STEEL FLOOR: 1/4" AR450 WESTERN UNDERSTRUCTURE IL STYLE CAB SHIELD, SINGLE, 100% WELDED, STAINLESS STEEL 3/8" X 1 1/2" FLAT WALK RAIL BOTH SIDES 3-RUNG SLIDE -OUT, FOLD -DOWN STAINLESS STEEL DRIVER SIDE REFLECTIVE TAPE ACROSS THE BACK OF THE CAB AND SIDES OF BODY RUBBER REAR FLAPS AIR TAILGATE STEEL SPLASH GUARDS IN FRONT 01: REAR WHEELS - FRAME MOUNTED 12" X 7 G.A. BOLT -ON SPILL SHIELD STAINLESS STEEL UNDER DUMP BODY VIBRATOR CRYSTEEL RC750 HOIST W/SUBFRAME 2000 P.S.1 DOUBLE ACTING TARP: GALVANIZED PROTECTOR PLUS HOUSING MANUAL PULL WITH AUTOMATIC RETRACT 10 ASPHALT TARP REAR HITCH: 1" PINTLE PLATE PINTLE HOOKW/MOUNTING, 50TON PLOW HITCH: MC7082 QUICK HITCH W/FLAT FOLD CAPABILI IY 4" X 10" DOUBLE ACTING LIFT CYLINDER REINSTALL FACTORY BUMPER PLOW: MP41R10-ISCT - ISCT, 10' X 41" FULL MOLDBOARD TRIP REVERSIBLE PLOW INTEGRAL SHIELD 10 GAUGE ROLL FORMED STRAIGH-f MOLDBOARD (6) 1/2" X 4" TAPERED, ONE-PIECE FLAME CUT RIBS 2" X 3" X 3/8" TOP MOLDBOARD ANGLE 4" X 4" X 3/4" BOTTOM MOLDBOARD ANGLE HORIZONTAL MOLDBOARD BRACE ANGLES 5/8" X 8" ONE-PIECE TOP PUNCH CUTTING EDGE DUAL COMPRESSION TRIP SPRING ASSEMBLIES 4" X 4" X 3/8" CROSS -TUBE SUPPORT 3-1/2" X 3-1/2" X 1/2" SEMI -CIRCLE Quotation ID:41B1000304 Date:3/19/2024 Valid thru: 4/:13/2024 Terms: NET 30 Quoted by: Jaclyn Bojovic Ph/Fax: 815-714-8940 / Cob type: Vin: Amount Description (2) 3" X 10" DOUBLE ACTING POWER REVERSE CYLINDERS WI TH CUSHION VALVE BUILT-IN MONROE LEVEL LIFT ASSEMBLY MOLDBOARD AND PUSHFRAME 100% CON TINUOUSLYWELDED MOLDBOARD POWDER COATED ORANGE PUSH FRAME POWDER COATED BLACK 10' RUBBER SNOW DEFLECTOR 36" FLUORESCENT ORANGE FLEXIBLE PLASTIC MARKERS JACK STAND ADDITIONAL 5/8" CUTTING EDGE MONROE MC6000 QUICK HITCVH, PLOW SIDE HYDRAULICS PACKAGE: PARKER SECTIONAL VALVE, V20 LOAD SENSE HOIST: 4WAY/3POS, W/500 PSI A PORT RELIEF, 40 GPM MANUAL LOAD SENSE MID INLET SECTION, 2500 PSI MAIN RELIEF PLOW LIF 1: 4 WAY/3POS, 20GPM, MANUAL PLOW ANGLE: 4 WAY/3POS, 20 GPM, MANUAL PRE -WET: 2 WAY, 7 GPM AUGER: 2 WAY, 14 GPM SPINNER: 2 WAY, 7 GPM -STAINLESS STEEL. 30 GALLON CAPACITY HYDRAULIC RESERVOIR WITH INTERNAL FILTER FILLER/BREATHER CAP, LEVEL/TEMP SIGHT GLASS, 3/4" MAGNETIC PLUG, 60 P.S.I. CONDITION INDICATOR ENCLOSURE WITH WEATHER TIGHT COVER STAINLESS STEEL HYDRAULIC ENCLOSURE WILL BE MOUNTED ON FRAME RAIL MANUAL LEVER CON "TROLS FORCE 5100EX-3F GROUND BASED SPREADER CONTROL. CUSTOM 6 SWITCH PANEL MOUNTED IN DASH PRE -WET: (2) TWPO 120 GALLON POLY PRE -WET TANKS MOUNTED BEHIND THE CAB STAINLESS STEEL TANK HOUSING HYDRAULIC DRIVEN 7 G.P.M. PUMP STAINLESS STEEL MOUNTING HARDWARE CROSSOVER KI"F BULK FILL KIT CAMLOCK DISCONNECT FOR SPINNER 3 GALLON FLUSH KIT SPREADER: MONROE UNDER TAILGATE, DIRECT DRIVE SPREADER MODEL: (MS966-CD-DD) BUILTOF 201 STAINLESS STEEL 6" DIA. AUGER W/ FLIGHi1NG FOR CENTER DISCHARGE 7 GA., 96" TROUGH W/ 1/4" END PLATES ONE-PIECE, REMOVABLE & HINGED, COMBINATION COVER & REAR PANEL HEAVY-DUTY, STEEL ROD, CAPTIVE LA"ICHES QUICK DETACH MOUNTING BRACKETS INNER TAILGATE SHIELDS SELF LEVELING SPINNER Amount LIGHTS & ELECTRICAL: 72" WHELEN JUSTICE LE.D, LIGHT BAR MOUNTED ON ROOF LED. STOP/TAIL/TURN MOON"FED IN REAR POSTS, PINTLE PLATE & ON TOP OF CAB SHIELD L.E D. BACKUP LIGHTS MOUNTED IN REAR POSTS (2) TWO AMBER & (1) ONE CLEAR WARNING LIGHT' MOUNTED ON OUTSIDE REAR CORNER POSTS IN STAINLESS STEEL BOXES WHELE.N LF.D. WARNING LIGHTS MOUNTED ON REAR OF CAB SHIELD (1) ONE AMBER ('1) ONE CLEAR 2-YEAR WARRANTY 7-WAY CONNECTOR, ROUND SOCKET, FLAT" PIN ELECTRIC BRAKE CONTROLLER SELF ADJUSTABLE 87-107DB BACKUP ALARM STAINLESS STEEL PLOW LIGHT" BRAKCE IS, HOOD MOUNTED LE.D- PLOW LIGHTS (ABL) PLASTIC HOUSING, BLACK INCLUDES AMBER L.E.D. TURN SIGNAL (1) ONE CLEAR L E-D. SPREADER LIGHT W/ MTE LOGO (3" X 3") Quote Total: $118,263.00 "*Due to current market conditions, pricing is subject to change at time of upfit Additional Options: Description Amount Add to quote? Yes / No Terns & Conditions • Terms are Due Upon Receipt unless prior credit arrangements are made at the time of order. • Please note if chassis is furnished, it is as a convenience and terms are Net Due on Receipt of Chassis. • State and Federal taxes will be added where applicable. Out-of-state municipal entities maybe subject to Wisconsin sales tax. • Restocking fees may be applicable for cancelled orders • MTE is not responsible or liable for equipment that does not meet local/state regulations if those laws are not made known at time of order By signing and accepting this quote, the customer agrees to the terms listed above and has confirmed that all chassis information listed above is accurate to chassis specs. Re -Assign (Required for all pool units): ❑ Fleet ❑Retail Customer P.O. Number: Dealer Code: Sourceweil Member Number: MSO/MCO ONLY check if legally required): ❑ MCO ❑ MSO CustomerSignature: Date of Acceptance: General Terms and Conditions for the Sale of Goods by Subsidiaries of ASH North America, Inc. 1. SCOPE AND VALIDITY 1.1. These General Terms and Conditions for the Sale of Goods (these "Terms') govern the sale and delivery of all goods and products (the "Products"), and all transactions incidental thereto, by such subsidiary of ASH North America, Inc, identified on the respective Confirmed Order (as defined below) as the seller or supplier ("Seller') to any of its customers (each a "Customer" ). 'the liability of each such subsidiary under these Terms or any Confirmed Order shall be several and not joint. Customer acknowledges and agrees that nothing in these Terms or any Confirmed Order shall be construed as implying joint liability in any case of ASH North America, Inc. or any of its subsidiaries Each Seller shall be solely responsible for its own acts or omissions under the respective agreement with Customer. 1.2. No other terms or conditions shall be of any force or effect unless otherwise specifically agreed upon by Seller in a writing duly executed by an authorized officer of Seller These Terms supersede any and all prior oral quotations, communications, agreements, or understandings of the parties in respect to the sale and delivery of the Products The Seller may issue additional Terms and Conditions of Sale for certain products These shall apply in addition to to the present Terms- Any additional or different terms or conditions contained in Customers Order (as defined below), response to Sellers confirmation, or any other form or document supplied by Customer are hereby expressly rejected and are rendered null, void, and of no effect, These Terms may not be modified, amended, waived, superseded, or rescinded, except by written agreement signed by an authorized officer of Seller. Delivery of the Products by Seller does not constitute acceptance of any of Customer's terms and conditions and do not serve to modify or amend these Terms. 1.3. The issuance of an Order (as defined below) by Customer to Seller or any communication or conduct of Customer which confirms an agreement for the delivery of Products by Seller, as well as acceptance in whole or in part by Customer of any delivery of Products by Seller, shall be construed as Customers acceptance of these Terms. 2. OFFERS, ORDERS AND CONFIRMATION 2.1. Unless otherwise specified by Seller in writing, all offers made by Seller are not binding and may be revoked by Seller at any time without any liability to Customer 2.2. Customer shall issue to Seller orders for the purchase of Products, in written form via the order process determined by Seller from time to time (each, an "Order'). By issuing an Order to Seller, Customer makes an offer to purchase the Products pursuant to these Terms and the terms set forth on such Order. Provided that the Order contains the same terms as in Sellers corresponding offer, the Order shall be binding on Customer for six (6) weeks after Sellers receipt of such Order. 2.3. Seller may refuse an Order for any or no reason, No Order is binding upon Seller until Seller's acceptance of the Order in writing, the issuance of any governmental permit, license, or authority to Seller, as may be required under applicable laws, rules and regulations, and the receipt by Seller of a resale license to be provided by Customer (a "Confirmed Order"). 2.4. Specifications and other information on drawings, data sheets, pictures, plans, brochures, catalogs, or Seller's website shall not be binding on Seller unless such specifications and information have been agreed to in writing by Seller in a Confirmed Order. Notwithstanding a Confirmed Order, Seller shall have no obligation to deliver Products to Customer or otherwise fulfill any of its obligations set forth in a Confirmed Order if Customer is in breach of any of its obligations hereunder or any Confirmed Order 2.5, Customer may submit to Seller written requests to change the terms of a Confirmed Order (each such request, a `Chanoe_Qrder Request'). Seller may, at its sole discretion, consider such Change Order Request, provided that Seller will have no obligation to perform any Change Order Request unless and until Seller has agreed in writing to adopt such Change Order Request. If Seller elects to consider such a Change Order Request, then Seller shall promptly notify Customer of any adjustment to the applicable purchase price for the Products. 2.6. In the event Customer cancels any Confirmed Order for any reason, Customer shall reimburse to Seller all of Sellers costs and expenses associated with or incurred due to such cancellation, including but not limited to the cost of raw materials, labor, and storage if cancellation occurs before Seller's commencement of production. In the event Customer cancels any Confirmed Order for any reason and Seller has started the production of the Product on the respective Confirmed Order, Customer shall pay to Seller the full purchase price. 2.7. Each Confirmed Order shall be considered a separate agreement between the parties, and any failure to deliver the Products under any Confirmed Order shall have no consequences for other deliveries of Products. 3. PRICES 3.1. Unless otherwise agreed to by the parties in the applicable Confirmed Order, the prices of the Products shall be FCA (agreed delivery location an the applicable Confirmed Order), Incoterms 2022, 3.2. Unless otherwise agreed by the parties in a Confirmed Order, the price of the Products shall not include transportation, insurance, packaging, and Tooling (as defined below) and other materials used for the manufacturing and delivery, sales or use tax or any other similar applicable federal, state or foreign taxes, duties, levies, or charges in any jurisdiction in connection with the sale or delivery of the Products ("Taxes"), Such Taxes shall be payable by Customer, and if Seller is responsible for the collection thereof, such Taxes shall either be added to the price invoiced or be separately invoiced by Seller to Customer. Any special requests concerning shipping, transportation, and insurance shall be communicated to Seller in a timely manner and subject to Sellers prior written approval. Customer shall bear all costs resulting from such requests. In case of lead delivery times of more than two (2) months, Customer hereby acknowledges and agrees that Seller, may, at its sole discretion, increase or decrease the agreed prices on any Confirmed Order in the event of material price changes in wages, materials, energy or raw material after the date of the Confirmed Order 4. PAYMENT TERMS 4.1. Except as set forth in Section 4.2 or unless otherwise agreed in writing by Seller, the purchase price for the Products and all other amounts due under a Confirmed Order shall be due and payable in US dollars within thirty (30) days following the date of Seller's invoice for such Products without any discount, deduction or offset whatsoever. In no event shall any loss, damage, injury or destruction, Force Majeure (as defined below), or any other event beyond Customer's control release Customer from its obligation to make the payments required herein. Payment of all amounts due hereunder shall be made by bank transfer or in any other manner set forth on Sellers invoice. Customer shall be solely responsible for any bank fees, or other fees, incurred due to the wire transfer or any other selected payment method. If Seller agrees to payment by credit card, Seller shall charge an appropriate transaction fee, which the Customer shall also pay 4.2. In the event Seller becomes aware of circumstances or has reason to believe that there are circumstances that may have an adverse effect on Customer's financial condition, Seller may require the Customer to pay the total amount of the purchase price or fees, or a portion thereof prior to the delivery of the Products. Seller may, without any liability to Customer, refuse the delivery of any Product in the event the Customer fails to make the payment as required under this Section 4..2. 4.3. Time is of the essence for the payment of all amounts due to Seller under any Confirmed Order, If Customer fails to make payments of any amount when due, Customer shall pay interest to Seller at the rate of one percent (1%) per month or such lesser amount as may be permitted by applicable law starting from the due date until payment to Seller of such amount in full. In addition to the interest, Seller may, at its sole discretion, charge the Customer a flat fee of $40 for each reminder notice issued to Customer due to late payments. If Customer fails to comply with these Terms or a Confirmed Order, or if Customer becomes insolvent, all balances then due and owing to Seller shall become due immediately, notwithstanding any payment terms agreed by the parties. All costs and expenses incurred by Seller with respect to the collection of overdue payments (including, without limitation, reasonable attorney's fees, expert fees, and other expenses of litigation) shall be borne by Customer Every payment by Customer shall first be applied to pay for Seller's cost of collection, then interest owed by Customer, and then to the oldest outstanding claim 4.4. Notwithstanding anything in the foregoing Section 4.3 or Section 5, if the parties agreed on installment payments in a Confirmed Order and Customer fails to make any installment payment when due, the remaining balance including accrued interest, and any expenses incurred by Seller shall be due and payable to Seller promptly upon Customer's receipt of written notice of delinquency from Seller 5. SECURITY INTEREST 6.1. If Seller extends credit to Customer for the purchase price for any Products (including but not limited to pursuant to Section 4.1.). or any other amounts due to Seller, Customer hereby grants to Seller as security for the timely payment and performance of all Customer's payment obligations to Seller, a first priority security interest (the `Secu(ty tritereg') in all Products heretofore or in the future delivered to Customer and in the proceeds thereof for as long as such Products shall not have been sold by Customer in the ordinary course of business (the 'Collateral "). Seller shall be entitled to file any and all financing. continuation, or similar statements under the Uniform Commercial Code in any jurisdiction and take any and all other action necessary or desirable, in Sellers sole and absolute discretion, to perfect its Security Interest in the Collateral and to establish, continue, preserve. and protect Seller's Security Interest in the Collateral. Customer agrees to take any and all actions and provide Customer with all information necessary to enable Seller to perfect and enforce its Security Interest in all jurisdictions and vis-a-vis any of Customer's creditors, and hereby irrevocably grants to Seller a power of attorney to execute all necessary statements or documents in Customer's name for the perfection and enforcement of such Security Interest. The Security Interest shall remain in force until payment in full of the entire purchase price for such Products, and any other amounts due to Seller by Customer Seller may, without notice, change or withdraw extensions of credit at any time. OBLIGATIONS OF CUSTOMER Page 4 of 6 6.1. Customer shall use the Products solely for their intended purpose and pursuant to Seller's instructions, and agrees to use only qualified personnel for the handling of the Products. Customer shall ensure that its customers, employees, agents, and other representatives comply with this Section 6.1 and shall be responsible for their acts and omissions. 7. DELIVERY AND ACCEPTANCE 7.1. Unless otherwise agreed in writing by Seller, all deliveries of Products shall be made FICA (agreed delivery location) (Incoterms 2020) and title to and risk of loss for the Products shall pass to Customer upon delivery pursuant to this Section 7.1, 7.2. Any delivery and performance times or dates communicated by or on behalf of Seller are estimates and shall not be binding on Seller. Seller may make partial delivery of Products to be delivered under any Confirmed Order and invoice Customer separately for such partial deliveries or performance. if Costumer has not received the Products after six (6) weeks from the estimated delivery date, Customer may make a written request to Seller for delivery Customer hereby acknowledges and agrees that the actual delivery date of the Products is conditioned upon the complete, accurate and timely delivery of materials from Seller's vendors and suppliers. No delay in delivery of any Products shall relieve Customer of its obligation to accept the delivery or performance thereof and make payments of any amounts due in accordance with these Terms, including but not limited to delays caused governmental restrictions on exports or imports and similar measures. 7.3. Customer's failure to accept the delivery of Products pursuant to a Confirmed Order shall not release or excuse Customer from its obligation to timely pay all amounts due in connection with such Confirmed Order The Products shall be deemed delivered at the time they have been made available to Customer. If Customer rejects or revokes acceptance of Products, or fails to pay any amounts when due, Seller, in its sole and absolute discretion, may extend the period of delivery of Products by such period as Seller may deem reasonable with such period not exceeding three (3) months from the agreed delivery date, or withhold or cancel delivery of any Products, or cancel any or all Confirmed Orders without any further obligations to Customer whatsoever. In such event, Customer shall be responsible for any and all costs and expenses incurred, or damages or losses suffered by Seller in connection with any such delay notwithstanding any action or inaction by Seller with regard to such delay, Any remaining Products that have not been accepted by Customer within the extended delivery period determined by Seller will be delivered and invoiced by Seller to Customer and Customer agrees to accept such delivery and pay for the purchase price and other amounts payable for the delivered Products, 8. EXAMINATION AND CONFORMITY TO ORDER 8.1. Promptly upon receipt of any Products, Customer shall conduct a full and complete inspection of such Products as to any defects and to confirm compliance with all requirements of the applicable Confirmed Order. Customer shall notify Seller in writing of any packaging defects, apparent defects, or non-compliance of such Products with the applicable Confirmed Order that Customer has or could reasonably have discovered during such inspection within seven (7) days from the date of receipt of such Products, and Customer shall notify Seller in writing within three (3) days of the date on which Customer shall first have become aware of any hidden defect or non-compliance which could not reasonably have been discovered during Customer's initial inspection of the Products. Such notification shall include reasonable details (including images) on the alleged defects including lot, batch, or Order numbers. 8.2. If Customer fails to timely notify Seller of any defects or other non-compliance of any Products delivered or Customer (or its customers, employees, agents, or representatives) uses, destroys, or modifies any Products that Customer knows or should have known to be defective or non -compliant without Seller's prior written consent, Customer shall be deemed to have unconditionally accepted such Products and waived all of its claims for breach of warranty or otherwise in respect of such Products. 8.3. Customer may only return the Products to Seller with Seller's prior written approval. If the return has been approved by Seller, Customer shall return the Products to Seller at Customer's sole risk and expense to the destination directed by Seller. 8.4. Complaints of Customer in connection with the shipping or transport shall be directed to the carrier promptly upon receipt of the delivery or the freight documents. 9. LIMITED PRODUCT WARRANTY 9.1. Seller warrants to Customer that the Products will be free of defects in material and workmanship and conform with the requirements set forth in the applicable Confirmed Order for a period of twelve (12) months from the date of delivery. (the "Limited Product arran "), 9.2. Unless expressly agreed to in writing by Seller, Seller makes no warranty that the Products comply with applicable law, regulations, or specifications in any jurisdiction in which the Products may be used, integrated or incorporated. Any governmental or other approvals necessary in connection with the use, integration or incorporation of the Products shall be Customer's sole responsibility. 9.3. The Limited Product Warranty shall be void if the Defect (as defined below) resulted from (a) improper or inadequate use, storage, handling, operation, integration, incorporation, assembly, maintenance, or unauthorized alteration, modification, repair of the Products (including without limitation, the use storage, handling, operation, or integration of the Products contrary to written instructions and/or recommendations of Seller or inadequate training of personnel), (b) changes to construction and materials pursuant to Customer's requests, (c) use of improper tools, resources, or accessories including those but not limited to any third party tools, resources, or accessories that are not approved by Seller or not in accordance with Seller's recommendations, instructions, or directions, (d) acts or omissions of Customer or third parties following delivery of the Product, (e) Customers failure to properly communicate Sellers instructions and warnings to users of the Products, (f) Customer's, its employees, agents, representatives, customers or any third party's non-compliance with applicable laws, rules and regulation, (g) Force Majeure, or (h) ordinary wear and tear of the Products (e g., sweep bristles). 9.4. In the event of an alleged breach of the Limited Product Warranty (a "Defect'), Customer shall, at Customer's sole expense, send the Product to Seller. Seller shall conduct the necessary tests on such Product within a reasonable period. If Seller confirms the Defect, Seller shall, at its sole option and discretion, repair or replace the Defective Product. If the repair or replacement of the Defective Product is commercially unreasonable to Seller, Seller may, at its sole discretion, issue a refund to Customer in the amount Seller deems adequate Such repair, replacement, or refund shall be the sole liability of Seller and the sole remedy of Customer with respect to a Defect. In no event shall any warranty claims for a Defect be made after twelve (12) months from the date of Customer's receipt of the Products. Any Products or parts returned to Seller for removal or repair under this Section 9.4 shall be the property of Seller. Any applicable Limited Product Warranty period shall not start anew with the repair or replacement of the Defective Product (or any portion thereof). 9.5. Except for Limited Product Warranty, SELLER HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Seller makes no other warranties with respect to the Products, and no person is authorized to make any warranties on behalf of Seller that are inconsistent with the warranties set forth under this Section 9, 10. LIMITATION OF LIABILITY 10.1, IN NO EVENT SHALL SELLER BE LIABLE TO CUSTOMER, ITS CUSTOMERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR USE, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, OR IMPOSED BY STATUTE, OR OTHERWISE, EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OF THE TERMS CONTAINED HEREIN, SELLER'S LIABILITY FOR ANY CLAIM — WHETHER BASED UPON CONTRACT, TORT, EQUITY, NEGLIGENCE, OR ANY OTHER LEGAL CONCEPT — SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID BY THE CUSTOMER FOR THE PRODUCTS, GIVING RISE TO SUCH CLAIM, CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THESE TERMS FAIRLY ALLOCATE THE RISKS BETWEEN SELLER AND CUSTOMER, THAT SELLER'S PRICING REFLECTS THIS ALLOCATION OF RISK, AND BUT FOR THIS ALLOCATION AND LIMITATION OF LIABILITY, SELLER WOULD NOT HAVE ENTERED INTO AN AGREEMENT WITH CUSTOMER FOR THE SALE OF THE PRODUCTS 10.2. Seller shall not be liable for, and Custorer assumes responsibility and shall indemnify, defend, and hold Seller harmless for any and all claims, including without limitation claims for personal injury or property damages, resulting from (a) the improper or inadequate use, storage, handling, operation, assembly, integration, incorporation, assembly, maintenance, or unauthorized alteration, modification, or repair of the Products (including without limitation, the use storage, handling, operation, or integration of the Products contrary to written instructions and/or recommendations of Seller or inadequate training of personnel), (b) changes to construction and materials pursuant to Customer's requests, (c) use of improper tools, resources, or accessories including those but not limited to any third party tools, resources, or accessories that are not approved by Seller or not in accordance with Sellers recommendations, instructions, or directions, (d) ants or omissions of Customer or third parties following the delivery of the Products, (e) Customer's failure to property communicate Seller's instructions and warnings to users of the Products, or (f) Customers, its employees, agents, representatives, customers or any third party's non-compliance with applicable laws, rules and regulation, (g) Force Polajeure, or (h) ordinary wear and tear of the Products (e.g., sweep bristles). 10.3. In jurisdictions that limit or preclude limitations or exclusion of remedies, damages, or liability, such as liability for grass negligence or willful misconduct or do not allow implied warranties to be excluded, the limitation or exclusion of warranties, remedies, damages, or liability set forth in these Terms are intended to apply to the maximum extent permitted by applicable law, and these Terms shall be deemed amended to comply with such limitations or exclusions Customer may also have other rights that vary by state, country or other jurisdiction CONFIDENTIALITY Page 5 of 6 11.1. "Confidential Information" means', (i) any know-how, trade secrets, and other business or technical information of Seller that is confidential or proprietary or due to its nature or under the circumstances of its disclosure the Customer knows or has reason to know should be treated as confidential or proprietary, including but not limited to quotations, drawings, project documentation, samples and models. 11.2. Confidential Information does not include information that: ft) is or becomes generally known to the public through no fault or breach of these Terms by the Customer: (0) is rightfully known by the Customer at the time of disclosure without an obligation of confidentiality. (m) is independently developed by the Customer without use of Seller's Confidential Information; (iv) is rightfully received by the Customer from a third party without restriction on use or disclosure; or (v) is disclosed with Seller's prior written approval. 11.3. Customer shall not use Seller's Confidential Information except as necessary to use the Products and will not disclose such Confidential Information to any third party except to those of its employees, agents, subcontractors, or representatives who have a bona fide need to know such Confidential Information to enable Customer to use the Products, Provided that each such employee, agent, subcontractor, and/or representative is/are bound by a written agreement that contains use and nondisclosure restrictions not less stringent than the terms set forth in this Section 11,.3. The Customer will employ all reasonable steps to protect Setters Confidential Information from unauthorized use or disclosure, including, but not limited to, all steps that it lakes to protect its own information of like importance. The foregoing obligations will not restrict the Customer from disclosing Sellers Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Customer gives reasonable notice to Seller to contest such order or requirement; (fi) to its legal or financial advisors: and (d) as required under applicable securities regulations. 11.4. In the event or a violation or threatened violation of Customer's obligations under this Section 0, Seller shall be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance and any other relief that may be available from any court, without the requirement to secure or post any bond, or show actual monetary damages in connection with such relief These remedies shall not be deemed to be exclusive but in addition to all other remedies available under these Terms, at law, or in equity. 12. INTELLECTUAL PROPERTY Seller reserves the sole and exclusive ownership of the intellectual property rights in the Products (including but not limited to the technology used to manufacture the Products) and any improvements thereof regardless of inventorship or authorship. Customer shall not (and shall cause its employees, agents, representatives and customers to not) reverse engineer, decompile, disassemble, or decode any of Sellers intellectual property embedded or used in any of the Product. 13. FORCE MAJEURE 13.1. Seller shall not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, disruptions of the public power supply, communications, and transportation infrastructure, governmental measures, malware or hacker attacks, fire, extraordinary weather events, epidemics, pandemics (or any government restrictions implemented as a result thereof), nuclear and chemical accidents, earthquakes, war, terrorist attacks, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, or other acts of God. 14. MISCELLANEOUS 14.1. If any provision contained in these Terms or any Confirmed Order Is held by final judgment of a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalid, illegal, or unenforceable provision shall be severed from the remainder of these Terms or such Confirmed Order, and the remainder of these Terms or such Confirmed Order shall be enforced. In addition, the invalid, illegal, or unenforceable provision shall be deemed to be automatically modified, and, as so modified, to be included in these Terms, such modification being made to the minimum extent necessary to render such provision valid, legal, and enforceable. 14.2. Seller may assign its rights and/or delegate its liabilities under any Confirmed Order at any time. Customer may not assign its rights or delegate its responsibilities under a Confirmed Order without Seller's prior written consent. 14.3. Sellers waiver of any breach or violation of these Terms or the provisions of any Confirmed Order by Customer shall not be construed as a waiver of any other present or future breach or breaches by Customer 14.4. The parties hereto are independent contractors and nothing in these Terms will be construed as creating a joint venture, partnership, employment, or agency relationship between the parties. 14.5. Notices by a party regarding the exercise of rights and obligations under these Tenns must be signed by authorized representatives of such party, and delivered via courier, mail, or e-mail to the other party's address indicated in the applicable Confirmed Order, provided that a notice by e-mail shall only be validly given if receipt thereof is acknowledged in writing by the recipient. 15. ENTIRE AGREEMENT; CONFLICTS. 15.1. These Terms, including the applicable Confirmed Order, constitute the entire and exclusive agreement of the parties regarding the subject matter hereof and supersede any and all prior or contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter. In the event of a conflict between the provisions of these Terms and the provisions of a Confirmed Order, the provisions of the Confirmed Order will govern and control. Seller may amend or modify these Terms from time to time. Seller may. at its sole discrelion, provide Customer with written notice of any such changes, revisions, amendments, or modifications, provided, however that any such changes, revisions, amendments, or modifications shall become effective without any further action by any party and that they shall not apply to any Confirmed Order prior to the effective date of such changes, revisions, amendments, or modifications. 16, APPLICABLE LAW AND JURISDICTION 16.1. These Terms and the Confirmed Orders shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule that would defer to or cause the application of the substantive laws of any jurisdiction other than Wisconsin. The parties hereby expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods.. 16.2. Any dispute, controversy, or claim arising out of or relating to these Terms and any Confirmed Order, including but not limited to the execution, performance, or termination thereof or to any issue of liability arising out of the performance of these Terms or any Confirmed Order, which the parties have not been able to settle amicably shall be submitted to the exclusive jurisdiction of the state or federal courts with jurisdiction in the County of Calumet, Wisconsin, provided that notwithstanding the foregoing, Seller shall be entitled to seek specific performance and injunctive relief in any court of competent jurisdiction Each party hereby waives any and all claims, pleas, or defenses (including without limitation a plea for forum non conveniens) that would permit such party to seek the jurisdiction of any courts or arbitration tribunals other than those set forth in the preceding sentence. 16.3, EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS. 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