Item 3.8 Approve the Purchase of a Fleet Vehicle Pickup Truck and Plow Equipment
Request for
City Council Action
DEPARTMENT INFORMATION
ORIGINATING DEPARTMENT REQUESTOR: MEETING DATE:
Parks and Recreation Parks and Recreation Director Jacobs January 26, 2026
PRESENTER(s) REVIEWED BY: ITEM #:
Consent City Administrator/Finance Director Flaherty 3.8 – Fleet Procurement
STRATEGIC VISION
MEETS: THE CITY OF OTSEGO:
Is a strong organization that is committed to leading the community through innovative communication.
X Has proactively expanded infrastructure to responsibly provide core services.
Is committed to delivery of quality emergency service responsive to community needs and expectations in a
cost-effective manner.
Is a social community with diverse housing, service options, and employment opportunities.
Is a distinctive, connected community known for its beauty and natural surroundings.
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff is recommending the City Council approve a fleet vehicle purchase.
ARE YOU SEEKING APPROVAL OF A CONTRACT? IS A PUBLIC HEARING REQUIRED?
No No
BACKGROUND/JUSTIFICATION:
The 2026 Capital Improvement Plan (CIP) includes the replacement of a PW53, a 2016 Ford 3/4-ton pickup with plow
package. Staff are requesting approval to replace this vehicle with an identical 2026 Ford 3/4-ton with plow package.
This replacement will support the department in summer as a staff maintenance vehicle for trash collection and
general park maintenance, and during the winter as a plow vehicle for cul-de-sacs and trails.
Staff obtained state contract quoted pricing from Midway Ford, $51,827.13 for the truck and Surefitters $15,658.64
for the plow, lighting, and toolbox to meet the specifications of the truck being replaced, total amount $67,485.77.
This amount is within the approved 2026 CIP budget of $69,500. Staff recommends the current vehicle be authorized
for sale at auction.
The Public Works Subcommittee reviewed this request at its January 21, 2026, meeting and recommends
consideration of approval by the City Council.
SUPPORTING DOCUMENTS ATTACHED:
• Quote – Midway Ford
• Quote - Surefitters
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to accept the quotes and to authorize purchase of a 2026 Ford F-250 from Midway Ford in the amount of
$51,827.13, and to authorize purchase and installation of Plow Package from Surefitters in the amount of $15,658.64,
and to authorize sale of PW53 at auction.
BUDGET INFORMATION
FUNDING: BUDGETED:
Fund 206 – Capital Equipment Revolving Yes
Midway Ford Commercial Travis Swanson
Fleet and Government Sales 651-343-5212
2777 N. Snelling Ave. tswanson@rosevillemidwayford.com
Roseville MN 55113
Fax # 651-604-2936
MF 25
Standard
Automatic Transmission 40/20/40 Vinyl Front Seat Front Tow Hooks
Dual Front Air Bags Standard Base Upholstery Rubber Floor Covering
AM/FM Radio 4-Wheel ABS Brakes Black Bumpers w/Rear Step
Tow Hitch Air Conditioning Matching Full Size Spare Tire
Tilt Wheel LT245/75r17 E All Season Tires 6.8L V8
Sync Cruise Control Rear View Camera
Power Windows Power Locks
Options Code Price Select Exterior Colors Code Select
LT245/75r17E AT Tires TBM $150 x Argon Blue Metallic E9
Cloth 40/20/40 Seat 1S $91 x Race Red PQ
XL Chrome Package 96V $387 x Agate Black UM
Snow Plow/Camper Pkg 47B $277 x Carbonized Gray Metallic M7
Dual Batteries 86M $191 x Avalanche DR
410 Amp Alternator 67B $195 x Oxford White Z1 x
Brake Controller 52B $273 x
Upfitter Switches 66S $210 x
Mud Flaps 61S $119 x
Pro Power 2000w 43K $897 x Extended Service Contracts Cost Select
Spray-In bedliner $569 x 7 year/75,000 mile $3,400
PremiumCare Warranty
(Bumper to Bumper)
Option Total $3,359
You must have a active FIN code to participate in this
Base Price Totals purchase contract : FIN code #
$44,728.84 Purchase Order required prior to order placement
Options Price Totals $3,359.00
Extended Warranty PO #
Transit Impr Excise Tax $20.00
Tax Exempt Lic $63.25
6.5% Sales Tax $3,306.04 Name of Organization
Document fee $350.00
Sub total per vehicle $51,827.13
Number of Vehicles 1 Address
Grand Total for all units $51,827.13
City, State, Zip
Acceptance Signature Contact Person/ Phone #
Print Name and Title Date Contact's e-mail address and fax #
2026 F250 4X4- Super Cab- 6.75' Box
PROPOSAL
62765-002
12/8/2025Date:
Proposal No:
Tariff Update: If any component pricing is impacted by tariffs between the time of this Proposal and the completion of the project,
we reserve the right to pass on increases.
receipt of Signed Order)
28-35 Est. Lead Time (afterInstalled Ship Via:
01/31/2026This Quote is valid through
Nick JacobsRequested by:
njacobs@otsegomn.govEmail:(763)334-3170Phone:Nick JacobsContact:
Otsego, MN 55330Otsego, MN 55330
8899 Nashua Avenue NE8899 Nashua Avenue NE
City of OtsegoShip To:City of OtsegoPrepared for:
John HolmanSales Rep:
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$0.00EA/$0.001VEHICLEVEHICLE
OPTIONS:
MODEL YEAR 2026
FORD
F250
GAS
REGULAR CAB
BOX LENGTH 8.0' (98.1")
BOX DELETE = NO
SINGLE REAR WHEEL
VIN: TBA
Stock #: TBA
PICKUP & DELIVERY = CUSTOMER
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$8,940.00EA/$8,940.001BOSS XT V-PLOW, STAINLESS/STEEL, 9'2"9'2"SSVXT
DEDUCT $142 FOR POLY
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$361.00EA/$361.001BOSS SNOW DEFLECTOR, V-PLOWMSC01565
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$239.00EA/$239.001ORIGINAL BACKRACK FRAME15018
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$140.00EA/$140.001BACKRACK INSTALL KIT, W/ TOOL/BOX, '17-
CUR FORD SUPER DUTY30221TB
1 // (952) 224.4440 //15100 BUSINESS PARKWAY, ROSEMOUNT, MN 55068 //
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$60.00EA/$60.001UTILITY LIGHT BRACKET, 16X7,/CENTER
MOUNT91002REC
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$1,313.20EA/$1,313.201SADDLE BOX, ALUMINUM,/FULL STANDARD,
CLEAR, 11.0 CU127-0-04
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$277.92EA/$277.921PINNACLE MINI LIGHTBAR, PERM. /MOUNT,
AMBER/WHITE LEDSEPL7PFFC
CENTERED ON TOP OF BACK RACK
ALL LIGHTS WIRED TO 1 UPFITTER SWITCH
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$117.60EA/$117.601MPOWER 4" FASCIA LIGHT
W/SCREW/MOUNT, 12 LED, AMBER/WHITEEMPS2SMS4F
DRIVER'S SIDE OF GRILLE
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$117.60EA/$117.601MPOWER 4" FASCIA LIGHT
W/SCREW/MOUNT, 12 LED, BLUE/WHITEEMPS2SMS4E
PASSENGER'S SIDE OF GRILLE
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$117.60EA/$117.601MPOWER 4" FASCIA LIGHT W/QUICK/MOUNT,
12 LED, AMBER/WHITEEMPS2QMS4F
DRIVER'S SIDE OF TAILGATE
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$117.60EA/$117.601MPOWER 4" FASCIA LIGHT W/QUICK/MOUNT,
12 LED, BLUE/WHITEEMPS2QMS4E
PASSENGER'S SIDE OF TAILGATE
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$178.56EA/$178.561INTERSECTOR UNDER MIRROR LIGHT/BLACK
HOUSING, AMBER/WHITE LEDENT2B3F
UNDER DRIVER'S SIDE MIRROR
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$178.56EA/$178.561INTERSECTOR UNDER MIRROR LIGHT/BLACK
HOUSING, BLUE/WHITE LEDSENT2B3E
UNDER PASSENGER'S SIDE MIRROR
EXT. PRICEPRICEQTYDESCRIPTIONITEM NO.
$3,500.00EA/$175.0020INSTALLATIONLABOR-SB
PROJECT TOTAL (BEFORE TAX):$15,658.64
2 // (952) 224.4440 //15100 BUSINESS PARKWAY, ROSEMOUNT, MN 55068 //
ACCEPTED DATE: _____________________________ACCEPTED BY: ______________________________
ALL ITEMS ARE ON MN STATE CONTRACTS
170214 OR 264963 UNLESS MARKED
"NCI" (NON-CONTRACT ITEM)
PROJECT TOTAL (BEFORE TAX):$15,658.64
THE PARTIES AGREE THAT THE TERMS AND CONDITIONS ATTACHED HERETO OR ON THE BACK SIDE OF THIS
ORDER ARE INCORPORATED HEREIN AND A PART OF THIS ORDER.
TERMS AND CONDITIONS
13.SUITABILITY DISCLAIMER.The performance of the Products depends on a variety of parameters
which are beyond the control of the Company.Performance of the Products may vary considerably from
one application to the next.THE COMPANY MAKES NO CLAIM,REPRESENTATION OR WARRANTY
CONCERNING THE PERFORMANCE OR SUITABILITY OF THE PRODUCTS FOR OR IN BUYER’S
APPLICATION.The assessment of usefulness and suitability of the Products for each application rests
solely with the Buyer.
14.WARRANTY.The Company warrants its workmanship to be free from defects for a period of twelve
(12)months from shipment,unless a different period is otherwise quoted in writing by the Company to the
original Buyer.The only exception to this is paint issues,which are warranted for a period of ninety (90)
days.If an issue arises during the warranty period,the original Buyer shall notify the Company and
request a return or re-work authorization.Only after the authorization from the Company has been
received can the work to repair the deficiency proceed.The foregoing warranty shall not apply to defects
resulting from (i)improper or inadequate maintenance by Buyer;(ii)Buyer-supplied equipment,(iii)
unauthorized modifications,misuse or accidents,(iv)operation outside of the environmental
specifications of the Product.All Services shall be performed in professional manner,in conformity with
industry standards.THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS OR
IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
15.COMPANY INDEMNIFICATION.The Company shall defend any claim,suit,or proceeding brought
against Buyer by a third party (“Claim”)insofar as such Claim is based upon an assertion that the use or
transfer of any Product delivered hereunder constitutes infringement of a US patent or registered
copyright,provided Buyer (i)notifies the Company promptly in writing as to any such Claim,(ii)grants the
Company sole control over the defense and settlement thereof,and (iii)reasonably cooperates in
response to a Company request for assistance.Should any Product become,or in the Company’s
opinion be likely to become,the subject of a Claim,the Company may,at its sole discretion and expense,
(a)obtain for Buyer the right to make continued use of such Product,(b)replace or modify such Product
so that the Product is no longer infringing,or (c)request return and upon receipt thereof refund to Buyer
the residual value thereof,calculated using straight depreciation over a five (5)year useful life.The
Company shall have no liability if the alleged infringement is based on (1)combination with non-Company
products;(2)use for a purpose or in a manner for which the Product was not designed;(3)use of any
older version when use of a newer Company revision would have avoided the infringement;(4)any
modification not made with the Company’s written approval;(5)any modifications made by the Company
pursuant to Buyer’s specific instructions;or (6)any intellectual property right owned or licensed by Buyer
or any of its affiliates.Notwithstanding the foregoing,in no event shall the Company’s liability to Buyer
under this Section exceed the amount paid by Buyer to the Company for any allegedly infringing Product.
THIS SECTION STATES BUYER’S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S ENTIRE
LIABILITY TO BUYER FOR THIRD PARTY INFRINGEMENT CLAIMS.
16.BUYER IDEMNIFICATION.Buyer shall defend,indemnify and hold harmless the Company against
any and all losses claims,demands,actions,damages,attorney’s fees and costs,however characterized,
including but not limited to those involving personal injury,wrongful death,property damage or diminution
of value,business damage or diminution of value,patent or copyright infringement,or any other liabilities
of any nature as a result of the Company’s goods,materials,representations (both implicit and explicit)
and/or Services,if,and only if,Buyer is at least partially at fault for said liabilities.Buyer’s indemnification
of the Company for patent and copyright infringement under this section shall also apply where Buyer (a)
modified,altered,or combined the Product with any equipment not supplied by the Company,or (b)used
the Product in a manner for which it was not designed.
17.ENTIRE AGREEMENT.In the absence of a separate,duly executed volume purchase or similar
agreement between the Company and Buyer,BUYER’S PURCHASE OF THE COMPANY PRODUCTS
HEREUNDER REPRESENTS ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN,WHICH
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ANY PRIOR
OR CONTEMPORANEOUS COMMUNICATIONS,REPRESENTATIONS,UNDERSTANDINGS OR
AGREEMENTS BY EITHER PARTY,WHETHER VERBAL OR WRITTEN,CONCERNING THE
SUBJECT MATTER HEREOF.The terms and conditions contained herein take precedence over Buyer’s
additional or different terms and conditions,to which notice of objection is hereby given.Neither the
Company’s commencement of performance nor delivery shall be deemed or construed as acceptance of
Buyer’s additional or different terms and conditions.No waiver,change,or modification to the terms and
condition herein shall be valid or binding unless in writing and signed by authorized representatives of
both parties.
18.ASSIGNMENT.This Agreement may not be assigned by Buyer without prior written consent from a
duly authorized representative of the Company.This Agreement shall be binding upon the Buyer’s
permitted successors and assigns.
19.SURVIVABILITY.If any provision of this Agreement shall be invalid or unenforceable under any
applicable law,such provisions shall not apply in such instance,but the remaining provisions shall be
given their full effect in accordance with their terms.
20.MISCELLANEOUS.Except as prohibited by US bankruptcy laws,in the event of Buyer’s insolvency
or inability to pay debts due,or voluntary or involuntary bankruptcy proceeding by or against Buyer,or
appointment of a receiver or assignee for the benefit of Buyer’s creditors,the Company may elect to
cancel any unfulfilled obligations to Buyer hereunder.The Company shall have all rights and remedies of
a secured creditor under the Uniform Commercial Code (UCC)and all other applicable laws.Buyer
agrees to execute such financing statements and other documents as the Company may request in order
to protect its security interest.If Buyer fails to execute such financing statements and other documents
within fourteen (14)days of written request by the Company,then Buyer hereby grants the Company full
power and authority to execute and file such financing statement and other documents on Buyer’s behalf.
21.CHOICE OF LAW AND JURISDICTION.The parties agree that any dispute regarding interpretation
or validity of these terms and conditions or relating in any manner to Products or Services sold hereunder
shall be governed by the laws,and subject to the jurisdiction of courts,of Minnesota,USA,with any
dispute or Claim venued or heard in the State of Minnesota.
22.NOTICE.Any notice required under this Agreement shall be valid upon either hand delivery or
delivery via United States Mail,postage prepaid,to the parties at the addresses set forth in this
Agreement,and if mailed via United States Mail,postage prepaid,be deemed delivered within three (3)
days following the date of mailing.
1.PRICING.All price quotations are valid for fifteen (15)days unless otherwise noted.
2.PAYMENT.Unless otherwise quoted by the Company,agreed to in writing or expressly stated on the
face of this document,terms of payment shall be as follows:
a.For new Buyers or those without open account the terms are Prepay.
b.For Buyers with open account the terms are:Net ten (10)days unless otherwise stated.
c.A 50%down payment will be required for projects requiring significant engineering and design work,or
projects with non-standard components provided or manufactured to the Buyer’s requirements,or projects
over a certain value as required in the Proposal Terms.Balance due as per a.or b.above.
d.A convenience fee of 3%will be added to all credit card payments.This applies to the full amount of
the invoice.
e.The Company may alter or suspend credit whenever the payment history or financial condition of
Buyer warrants such action.
f.Overdue payments will be subject to a 1.5%monthly interest rate.
g.Buyer shall be liable for all costs,expenses and attorney’s fees incurred by the Company in the
collection of delinquent accounts.
3.CUSTOMER VEHICLES IN OUR CARE,CUSTODY AND CONTROL.The Company is not responsible
for damage to Buyer vehicles while in its care,custody,and control.
4.CUSTOMER VEHICLE STORAGE.Buyer vehicles not picked up within 10 business days of completion
will be assessed a storage fee of ten dollars ($10.00)per day.
5.TAXES AND DUTIES.Prices for Products and Services do not include applicable federal,state or local
taxes,now or hereafter enacted,which tax or taxes (i)will be added by the Company to the sales price
whenever the Company has the legal obligation to collect same,and (ii)shall be paid by Buyer unless
Buyer provides the Company with an appropriate tax-exemption certificate.Except as otherwise agreed to
in writing or provided on the face hereof,for sales to points outside the United States all export duties,
taxes,licenses,and fees,including customs,are in addition to the quoted prices and shall be Buyer’s
responsibility,and any such cost incurred by the Company will be passed on to Buyer.
6.FREIGHT AND SHIPMENTS.All shipments for domestic sales are F.O.B.the Company manufacturing
facility.The Company shall have satisfied all delivery obligations and,subject to the limitations set forth
herein,possession of and title to all goods sold hereunder shall be deemed to pass to Buyer upon delivery
to the carrier at point of shipment,whereupon Buyer assumes all risk of loss or damage to the goods and
responsibility for shipping and insurance costs,regardless of any insurance that may have been secured by
the Company at Buyer’s request.Any freight and delivery charges paid by the Company in connection with
shipments to Buyer will be passed on to Buyer.Buyer shall notify the Company in writing relative to any
shipment shortage or damage within two (2)days of receipt of shipment.The Company shall not be liable
for delays in delivery or failure to manufacture due to causes beyond its reasonable control.In the event of
any such delay or failure,the Company shall be entitled to extend the delivery date by a commensurate
period of days.The Company shall have the right to cancel any order or to refuse or delay shipment if
Buyer fails to meet payment terms or if there is any materially adverse change in Buyer’s financial status.
Export of the Company Products or Services outside the United States of America is subject to the latest
U.S.Export Regulation issued by the U.S.Department of Commerce,adherence to which is a Buyer’s
responsibility after initial shipment by the Company.
7.ORDER CANCELLATION.If an order is canceled prior to the scheduled ship date,Buyer will be subject
to the following cancellation charges:Buyer will be responsible for all costs incurred by the Company prior
to the date of cancellation and any further costs incurred in the termination of the project.Cancellation of
the order will not relieve the Buyer’s liability for payment as specified herein.
8.CHANGE ORDERS.Change orders include any deviation from the last design reviewed and agreed
upon at the time the purchase order was issued.Buyer directed change orders are subject to additional
fees.Depending on the scope of the change order,the Company reserves the right to collect all costs
incurred to date.The added cost of the change order will be quoted by the Company and the Buyer can
choose to (i)issue a second purchase order to cover the cost of the change order,or,(ii)add the additional
charges to the original purchase order.
9.SCHEDULE CHANGES.Any delays in installation due to change orders,customer readiness,and/or
reasons uncontrollable by the Company,may be subject to partial invoicing for all labor and materials
incurred to date by the Company.
10.PROPRIETARY RIGHTS.The parties acknowledge that the Company may possess certain proprietary
inventions,discoveries,Patents,Trademarks,or other intellectual properties in its products and designs
and that the Company retains all right,title,ownership,copyright and/or other intellectual property rights in
such.All such intellectual property incorporated shall remain the sole and exclusive property of the
Company.
11.CONFIDENTIAL INFORMATION.The parties agree that except for the written consent of the other
party,each party shall keep confidential and not disclose to any person not affiliated with such party,any of
the other party’s confidential information and business secrets.The term “confidential information”shall
include each party’s respective financial,marketing,product,process,customer,dealer,accounting,sales,
manufacturing,employment and related information,including such other information that a party treats or
otherwise deems as confidential.Confidential information shall also include the Company Creations,
Services and payment under this Agreement.
12.LIMITATION OF LIABILITY.NOT WITHSTANDING ANY OTHER PROVISIONS OF THIS ORDER,IN
NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INCIDENTAL,INDIRECT,SPECIAL,PUNITIVE
OR CONSEQUENTIAL DAMAGES ARISING IN ANY MANNER OUT OF ANY BREACH OF WARRANTY
OR OUT OF OR CONNECTED WITH THE SALE,LICENSE,LEASE,USE OR ANTICIPATED USE OF
THE PRODUCTS,SERVICES,INCLUDING,BUT NOT LIMITED TO,ANY INTERRUPTION OF SERVICE,
LOSS OF BUSINESS OR ANTICIPATORY PROFITS RESULTING FROM THE USE OR OPERATION OF
THE PRODUCTS OR PROVISION OF SERVICES.NOTWITHSTANDING THE FOREGOING,THE
COMPANY’S TOTAL CUMULATIVE LIABILITY UNDER THIS ORDER SHALL NOT EXCEED THE
AMOUNT PAID BY BUYER FOR THE PARTICULAR PRODUCTS OR SERVICES INVOLVED.
3 // (952) 224.4440 //15100 BUSINESS PARKWAY, ROSEMOUNT, MN 55068 //
13.SUITABILITY DISCLAIMER.The performance of the Products depends on a variety of parameterswhicharebeyondthecontroloftheCompany.Performance of the Products may vary considerably fromoneapplicationtothenext.THE COMPANY MAKES NO CLAIM,REPRESENTATION OR WARRANTYCONCERNINGTHEPERFORMANCEORSUITABILITYOFTHEPRODUCTSFORORINBUYER’SAPPLICATION.The assessment of usefulness and suitability of the Products for each application restssolelywiththeBuyer.14.WARRANTY.The Company warrants its workmanship to be free from defects for a period of twelve(12)months from shipment,unless a different period is otherwise quoted in writing by the Company to theoriginalBuyer.The only exception to this is paint issues,which are warranted for a period of ninety (90)days.If an issue arises during the warranty period,the original Buyer shall notify the Company andrequestareturnorre-work authorization.Only after the authorization from the Company has beenreceivedcantheworktorepairthedeficiencyproceed.The foregoing warranty shall not apply to defectsresultingfrom(i)improper or inadequate maintenance by Buyer;(ii)Buyer-supplied equipment,(iii)unauthorized modifications,misuse or accidents,(iv)operation outside of the environmentalspecificationsoftheProduct.All Services shall be performed in professional manner,in conformity withindustrystandards.THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES,EXPRESS ORIMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE.15.COMPANY INDEMNIFICATION.The Company shall defend any claim,suit,or proceeding broughtagainstBuyerbyathirdparty(“Claim”)insofar as such Claim is based upon an assertion that the use ortransferofanyProductdeliveredhereunderconstitutesinfringementofaUSpatentorregisteredcopyright,provided Buyer (i)notifies the Company promptly in writing as to any such Claim,(ii)grants theCompanysolecontroloverthedefenseandsettlementthereof,and (iii)reasonably cooperates inresponsetoaCompanyrequestforassistance.Should any Product become,or in the Company’sopinionbelikelytobecome,the subject of a Claim,the Company may,at its sole discretion and expense,(a)obtain for Buyer the right to make continued use of such Product,(b)replace or modify such ProductsothattheProductisnolongerinfringing,or (c)request return and upon receipt thereof refund to Buyertheresidualvaluethereof,calculated using straight depreciation over a five (5)year useful life.TheCompanyshallhavenoliabilityiftheallegedinfringementisbasedon(1)combination with non-Companyproducts;(2)use for a purpose or in a manner for which the Product was not designed;(3)use of anyolderversionwhenuseofanewerCompanyrevisionwouldhaveavoidedtheinfringement;(4)anymodificationnotmadewiththeCompany’s written approval;(5)any modifications made by the CompanypursuanttoBuyer’s specific instructions;or (6)any intellectual property right owned or licensed by Buyeroranyofitsaffiliates.Notwithstanding the foregoing,in no event shall the Company’s liability to BuyerunderthisSectionexceedtheamountpaidbyBuyertotheCompanyforanyallegedlyinfringingProduct.THIS SECTION STATES BUYER’S SOLE AND EXCLUSIVE REMEDY AND THE COMPANY’S ENTIRELIABILITYTOBUYERFORTHIRDPARTYINFRINGEMENTCLAIMS.16.BUYER IDEMNIFICATION.Buyer shall defend,indemnify and hold harmless the Company againstanyandalllossesclaims,demands,actions,damages,attorney’s fees and costs,however characterized,including but not limited to those involving personal injury,wrongful death,property damage or diminutionofvalue,business damage or diminution of value,patent or copyright infringement,or any other liabilitiesofanynatureasaresultoftheCompany’s goods,materials,representations (both implicit and explicit)and/or Services,if,and only if,Buyer is at least partially at fault for said liabilities.Buyer’s indemnificationoftheCompanyforpatentandcopyrightinfringementunderthissectionshallalsoapplywhereBuyer(a)modified,altered,or combined the Product with any equipment not supplied by the Company,or (b)usedtheProductinamannerforwhichitwasnotdesigned.17.ENTIRE AGREEMENT.In the absence of a separate,duly executed volume purchase or similaragreementbetweentheCompanyandBuyer,BUYER’S PURCHASE OF THE COMPANY PRODUCTSHEREUNDERREPRESENTSACCEPTANCEOFTHETERMSANDCONDITIONSHEREIN,WHICHCONSTITUTETHEENTIREAGREEMENTBETWEENTHEPARTIESANDSUPERSEDEANYPRIORORCONTEMPORANEOUSCOMMUNICATIONS,REPRESENTATIONS,UNDERSTANDINGS ORAGREEMENTSBYEITHERPARTY,WHETHER VERBAL OR WRITTEN,CONCERNING THESUBJECTMATTERHEREOF.The terms and conditions contained herein take precedence over Buyer’sadditionalordifferenttermsandconditions,to which notice of objection is hereby given.Neither theCompany’s commencement of performance nor delivery shall be deemed or construed as acceptance ofBuyer’s additional or different terms and conditions.No waiver,change,or modification to the terms andconditionhereinshallbevalidorbindingunlessinwritingandsignedbyauthorizedrepresentativesofbothparties.18.ASSIGNMENT.This Agreement may not be assigned by Buyer without prior written consent from adulyauthorizedrepresentativeoftheCompany.This Agreement shall be binding upon the Buyer’spermittedsuccessorsandassigns.19.SURVIVABILITY.If any provision of this Agreement shall be invalid or unenforceable under anyapplicablelaw,such provisions shall not apply in such instance,but the remaining provisions shall begiventheirfulleffectinaccordancewiththeirterms.20.MISCELLANEOUS.Except as prohibited by US bankruptcy laws,in the event of Buyer’s insolvencyorinabilitytopaydebtsdue,or voluntary or involuntary bankruptcy proceeding by or against Buyer,orappointmentofareceiverorassigneeforthebenefitofBuyer’s creditors,the Company may elect tocancelanyunfulfilledobligationstoBuyerhereunder.The Company shall have all rights and remedies ofasecuredcreditorundertheUniformCommercialCode(UCC)and all other applicable laws.BuyeragreestoexecutesuchfinancingstatementsandotherdocumentsastheCompanymayrequestinordertoprotectitssecurityinterest.If Buyer fails to execute such financing statements and other documentswithinfourteen(14)days of written request by the Company,then Buyer hereby grants the Company fullpowerandauthoritytoexecuteandfilesuchfinancingstatementandotherdocumentsonBuyer’s behalf.21.CHOICE OF LAW AND JURISDICTION.The parties agree that any dispute regarding interpretationorvalidityofthesetermsandconditionsorrelatinginanymannertoProductsorServicessoldhereundershallbegovernedbythelaws,and subject to the jurisdiction of courts,of Minnesota,USA,with anydisputeorClaimvenuedorheardintheStateofMinnesota.22.NOTICE.Any notice required under this Agreement shall be valid upon either hand delivery ordeliveryviaUnitedStatesMail,postage prepaid,to the parties at the addresses set forth in thisAgreement,and if mailed via United States Mail,postage prepaid,be deemed delivered within three (3)
days following the date of mailing.
1.PRICING.All price quotations are valid for fifteen (15)days unless otherwise noted.2.PAYMENT.Unless otherwise quoted by the Company,agreed to in writing or expressly stated on thefaceofthisdocument,terms of payment shall be as follows: a.For new Buyers or those without open account the terms are Prepay. b.For Buyers with open account the terms are:Net ten (10)days unless otherwise stated. c.A 50%down payment will be required for projects requiring significant engineering and design work,orprojectswithnon-standard components provided or manufactured to the Buyer’s requirements,or projectsoveracertainvalueasrequiredintheProposalTerms.Balance due as per a.or b.above. d.A convenience fee of 3%will be added to all credit card payments.This applies to the full amount oftheinvoice. e.The Company may alter or suspend credit whenever the payment history or financial condition ofBuyerwarrantssuchaction. f.Overdue payments will be subject to a 1.5%monthly interest rate. g.Buyer shall be liable for all costs,expenses and attorney’s fees incurred by the Company in thecollectionofdelinquentaccounts.3.CUSTOMER VEHICLES IN OUR CARE,CUSTODY AND CONTROL.The Company is not responsiblefordamagetoBuyervehicleswhileinitscare,custody,and control.4.CUSTOMER VEHICLE STORAGE.Buyer vehicles not picked up within 10 business days of completionwillbeassessedastoragefeeoftendollars($10.00)per day.5.TAXES AND DUTIES.Prices for Products and Services do not include applicable federal,state or localtaxes,now or hereafter enacted,which tax or taxes (i)will be added by the Company to the sales pricewhenevertheCompanyhasthelegalobligationtocollectsame,and (ii)shall be paid by Buyer unlessBuyerprovidestheCompanywithanappropriatetax-exemption certificate.Except as otherwise agreed toinwritingorprovidedonthefacehereof,for sales to points outside the United States all export duties,taxes,licenses,and fees,including customs,are in addition to the quoted prices and shall be Buyer’sresponsibility,and any such cost incurred by the Company will be passed on to Buyer.6.FREIGHT AND SHIPMENTS.All shipments for domestic sales are F.O.B.the Company manufacturingfacility.The Company shall have satisfied all delivery obligations and,subject to the limitations set forthherein,possession of and title to all goods sold hereunder shall be deemed to pass to Buyer upon deliverytothecarrieratpointofshipment,whereupon Buyer assumes all risk of loss or damage to the goods andresponsibilityforshippingandinsurancecosts,regardless of any insurance that may have been secured bytheCompanyatBuyer’s request.Any freight and delivery charges paid by the Company in connection withshipmentstoBuyerwillbepassedontoBuyer.Buyer shall notify the Company in writing relative to anyshipmentshortageordamagewithintwo(2)days of receipt of shipment.The Company shall not be liablefordelaysindeliveryorfailuretomanufactureduetocausesbeyonditsreasonablecontrol.In the event ofanysuchdelayorfailure,the Company shall be entitled to extend the delivery date by a commensurateperiodofdays.The Company shall have the right to cancel any order or to refuse or delay shipment ifBuyerfailstomeetpaymenttermsorifthereisanymateriallyadversechangeinBuyer’s financial status.Export of the Company Products or Services outside the United States of America is subject to the latestU.S.Export Regulation issued by the U.S.Department of Commerce,adherence to which is a Buyer’sresponsibilityafterinitialshipmentbytheCompany.7.ORDER CANCELLATION.If an order is canceled prior to the scheduled ship date,Buyer will be subjecttothefollowingcancellationcharges:Buyer will be responsible for all costs incurred by the Company priortothedateofcancellationandanyfurthercostsincurredintheterminationoftheproject.Cancellation oftheorderwillnotrelievetheBuyer’s liability for payment as specified herein.8.CHANGE ORDERS.Change orders include any deviation from the last design reviewed and agreeduponatthetimethepurchaseorderwasissued.Buyer directed change orders are subject to additionalfees.Depending on the scope of the change order,the Company reserves the right to collect all costsincurredtodate.The added cost of the change order will be quoted by the Company and the Buyer canchooseto(i)issue a second purchase order to cover the cost of the change order,or,(ii)add the additionalchargestotheoriginalpurchaseorder.9.SCHEDULE CHANGES.Any delays in installation due to change orders,customer readiness,and/orreasonsuncontrollablebytheCompany,may be subject to partial invoicing for all labor and materialsincurredtodatebytheCompany.10.PROPRIETARY RIGHTS.The parties acknowledge that the Company may possess certain proprietaryinventions,discoveries,Patents,Trademarks,or other intellectual properties in its products and designsandthattheCompanyretainsallright,title,ownership,copyright and/or other intellectual property rights insuch.All such intellectual property incorporated shall remain the sole and exclusive property of theCompany.11.CONFIDENTIAL INFORMATION.The parties agree that except for the written consent of the otherparty,each party shall keep confidential and not disclose to any person not affiliated with such party,any oftheotherparty’s confidential information and business secrets.The term “confidential information”shallincludeeachparty’s respective financial,marketing,product,process,customer,dealer,accounting,sales,manufacturing,employment and related information,including such other information that a party treats orotherwisedeemsasconfidential.Confidential information shall also include the Company Creations,Services and payment under this Agreement.12.LIMITATION OF LIABILITY.NOT WITHSTANDING ANY OTHER PROVISIONS OF THIS ORDER,INNOEVENTSHALLTHECOMPANYBELIABLEFORANYINCIDENTAL,INDIRECT,SPECIAL,PUNITIVEORCONSEQUENTIALDAMAGESARISINGINANYMANNEROUTOFANYBREACHOFWARRANTYOROUTOFORCONNECTEDWITHTHESALE,LICENSE,LEASE,USE OR ANTICIPATED USE OFTHEPRODUCTS,SERVICES,INCLUDING,BUT NOT LIMITED TO,ANY INTERRUPTION OF SERVICE,LOSS OF BUSINESS OR ANTICIPATORY PROFITS RESULTING FROM THE USE OR OPERATION OFTHEPRODUCTSORPROVISIONOFSERVICES.NOTWITHSTANDING THE FOREGOING,THECOMPANY’S TOTAL CUMULATIVE LIABILITY UNDER THIS ORDER SHALL NOT EXCEED THEAMOUNTPAIDBYBUYERFORTHEPARTICULARPRODUCTSORSERVICESINVOLVED.
4 // (952) 224.4440 //15100 BUSINESS PARKWAY, ROSEMOUNT, MN 55068 //