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Home My WebLink About#11 - Loader Purchase STAFF REPORT DATE: 10/4/2022 REGULAR ITEM #: TO: City Council FROM: Marty Powers, Public Works Director AGENDA ITEM: Wheel Loader/Snow Plow Purchase REVIEWED BY: Kristina Handt, City Administrator BACKGROUND: The City of Lake Elmo Public Works Department utilizes a fleet of 9 vehicles to remove snow and salt over 160 lane miles of city streets, 90 cul-de-sacs and 10 parking lots on snow events. The fleet consists of pick-ups, a loader and plow/dump trucks. Of these units, a 23 year old 1999 wheel loader with front plow, wing and forks is in service. The loader has exceeded its recommended replacement schedule of 15 years, and is in need of replacement as a key asset in Lake Elmo’s snow removal process. Public Works would like to retain the 1999 loader as a yard machine to move material around with it forks, to load salt (as we are currently using a small back hoe) and to use it as a backup unit for when other units go down. Currently Lake Elmo Public Works does not have a backup unit. When a unit goes down, that unit’s route is not plowed until another route is finished, this can be a 6 or more hour delay. ISSUE BEFORE COUNCIL: Should the City Council approve the purchase of an additional wheel loader with front plow and wing to be used as a key asset in its snow removal process as outlined in the 2023 Capital Improvement Plan? PROPOSAL DETAILS/ANALYSIS: Proceeding with this purchase will benefit the city and its citizens by replacing an aged wheel loader with a new reliable wheel loader. The 2022 State Wheel Loader Contract ends in November of 2022 and are expected to see an increase of up to $35,000 in 2023. By ordering the machine on the 2022 contract we can expect a substantial savings and will not have to pay for it until received in 2023 as budgeted. This purchase will aid Pubic Works in its increasing demand for snow removal due to the continued growth of the city. The loader with plow is more maneuverable in tight quarters, has great visibility, is most efficient in cul de sacs and is used for winging back encroaching snow banks later in the season. Public works compared three comparably sized machines by three different manufactures FISCAL IMPACT: Purchase of the John Deere 524P wheel loader with plows shall not exceed the budgeted $235,000 in the 2023 CIP and will be funded through the vehicle replacement fund. John Deere 524P $224,850.00 Case 621G $239.395.00 Cat 926M $242,786.60 Page 2 OPTIONS: Approve purchase of wheel loader as outlined in the 2023 CIP Amend and approve purchase of wheel loader Deny purchase of wheel loader RECOMMENDATION: If removed from consent agenda….. “Motion to approve the purchase of the John Deere 524P wheel loader and plows for an amount not to exceed $235,000” ATTACHMENTS: • John Deere Quote (State Bid) • Case Quote (State Bid) • Caterpillar Quote. (State Bid) Investment Proposal (Quote) RDO Equipment Co. 11030 Holly Lane N Dayton MN, 55311 Phone: (763) 294-7800 - Fax: Proposal for: CITY OF LAKE ELMO 3445 IDEAL AVE N LAKE ELMO, MN, 550429406 WASHINGTON Investment Proposal Date: Pricing Valid Until: Deal Number: Customer Account#: Sales Professional: Phone: Fax: Email: 9/7/2022 9/21/2022 1586422 5414030 Andrew Morton (763) 294-7800 amorton@rdoequipment.com Equipment Information Quantity Serial Number Stock Number Hours (approx.) Status / Year / Make / Model Additional Items Cash Price 1 TBD TBD 0 New 2022 JOHN DEERE 524P $181,845.00 1 TBD TBD 0 Attachment - New 2022 LITTLE FALLS MACHINE Snow Plow $14,400.00 1 TBD TBD 0 Attachment - New 2022 LITTLE FALLS MACHINE LLDL-10A $28,605.00 Equipment Subtotal: $224,850.00 Purchase Order Totals Balance:$224,850.00 Sub Total:$224,850.00 Cash with Order:$0.00 Balance Due: $224,850.00 *Applicable taxes not shown for this document D1586422 Page 1 of 2 Equipment Options Qty Serial Number Year / Make / Model Description 1 TBD 2022 JOHN DEERE 524P 6020DW 524 P WHEEL LOADER 2605 English Decals and Manuals 1010 Standard Wheel Loader 0924 John Deere PowerTech Engine 1610 Standard Fuel Filter with Water Separator and Standard Fuel Fill 9015 Engine Block Heater 9043 Environmental Drains and Sampling Ports 9240 Engine Compartment Light 1217 140 amp Alternator 2715 15 Amp Converter 7140 Premium LED Work and Drive Lights 1110 5-Speed Powershift Transmission 3049 High Traction - Front & Rear Hydraulically Locking Differential Axles 3120 Manual Axle Differential Lock 9065 Axle Oil Cooling and Filtration 2010 Standard Z-BAR 2360 Joystick Controls 2404 Four Function Hydraulics 1970 Hydrau Hydraulic Fluid 2515 Ride Control 1910 Premium Cab 8450 Cab with Air A/C Charge 2240 Premium Seat, Heated and Ventilated with Heavy Duty Air Suspension 1940 7 inch Monitor 8350 Remote Powered and Heated Exterior Mirrors 8370 Premium AM/FM/Weather Band (WB) with Bluetooth, Remote Aux and Remote USB Port 8240 Rear Camera 8275 LED Strobe Beacon with Left Beacon Bracket 5610 Left Side Steps Only 9115 Powered Cab Fresh Air Pre-Cleaner 2120 Steering Wheel Only 2890 No Payload Scale without Cycle Counter 170K JDLink™ 5550 Full Width Front and Rear Fenders 4415 Michelin XSnoPlus, 20.5R25 L2 Radial Tires with 3pc Rims 8560 Hydraulic Coupler - JRB 416 Pattern 8910 3.0 Cu. Yd. Bucket (Coupler only) 8860 Bolt-on Cutting Edge 5840 No Fork Frame 5940 No Tines 8220 Rear Hitch and Counterweight BYT11235 5th/6th Function Hydraulics 1410 Standard Engine Air Intake System ZEROOUTMDP ZERO OUT MDP SO THE CONTRACT MDP CAN BE ADDED 1510 Standard Hydraulic Fan CONTRACT MPD PRICE PROTECTED CONTRACT MDP 1 TBD 2022 LITTLE FALLS MACHINE Snow Plow PR-1243-E2-MS FALLS MODEL PR-1243-E2-MS REV SNOW PLOW LJRB FALLS SUPPLIED JRB 416 HOOKS LADAPT ADAPT/INSTALL JRB 416 BLANKS TO FIT FALLS PLOW 1 TBD 2022 LITTLE FALLS MACHINE LLDL- 10A LLDL-10A FALLS MODEL LDL-10A LOADER MOUNTED SNOW WING LLDLHPP LOADER WING HYD BUFFER BRACE L6PFQ FALLS MODEL 6 PORT STUCCHI QUICK DISCONNECT L4PFQ FALLS MODEL 4 PORT STUCCHI QUICK DISCONNECT D1586422 Page 2 of 2 TO: QTY PRICE 01621G WHEEL LOADER $155,847.00 1 734152 CAB COMFROT PACKAGE $860.001782511WIDE FENDERS FRONT AND BACK $659.00 1 734154 ENHANCED VISIBILITY PACKAGE $1,682.00 1 WARRANTY 3YR/3000HR WARRANTY WITH 3YR MAINTINANCE INCLUDED 1 CASE SITE WATCH 3YR SUBSCRIPTION INCLUDED 1 482599 MICHELIN TIRE BRAND PREFERENCE $1,701.00 1 9420466 20.5R25 MICHELIN SNOPLUS TIRES $6,944.00 1 424224 4 SPEED TRANSMSSION STANDARD 1 734054 JOYSTICK WITH 1 AUX FUNCTION STANDARD 1 734009 ACS STYLE COUPLER WITH 3.0 CU YD BUCKET $8,766.00 1 FALLS SNOW EQUIPMENTITAN MACHINERY PREMIUM HYDRUALIC PACKAGE $9,750.00 1 FALLS SNOW EQUIPMEN2 PORT FAST HYD. QUICK COUPLER SYSTEM $1,129.00 1 FALLS SNOW EQUIPMEN6 PORT FAST HYD. QUICK COUPLER SYSTEM $2,027.00 FALLS SNOW EQUIPMENFALLS SNOW PLOW PACKAGE $50,030.00 Total $239,395.00 Tax 0.00% Tax Amount $0.00 Total $239,395.00 Customer (signed)Company Name Date Customer(printed) Equipment Sales Consultant (signed)Date Titan Machinery - Rogers, MN 14375 James Road Rogers, MN 55374 Phone: 763-428-5099 CITY OF LAKE ELMO 9/21/2022 DESCRIPTION STATE CONTRACT# 185723 Field Marketer AJ Kalupa VALID 12/01/2021 - 11/30/2022 612-247-4634 Here is the quotation on the goods named, subject to the conditions noted below PRODUCT PURCHASE AGREEMENT DATE Sep 16, 2022 S O L D T O PURCHASER CITY OF LAKE ELMO STREET ADDRESS 3880 LAVERNE AVE N STE 100 CITY/STATE LAKE ELMO,MN COUNTY WASHINGTON (MN) POSTAL CODE 55042-4121 PHONE NO.651-777-5510 CUSTOMER CONTACT: EQUIPMENT PRODUCT SUPPORT INDUSTRY CODE: Trucking And Courier Services, Except Air(4210)PRINCIPAL WORK CODE S H I P T O <SAME> F.O.B. AT:MINNEAPOLIS ACCOUNT 4911000 Sales Tax Exemption # (if applicable)PURCHASER PO NUMBER NUMBER N/A T E R M S PAYMENT TERMS:(All terms and payments are subject to Finance Company - OAC approval) NET PAYMENT ON RECEIPT OF INVOICE NET ON DELIVERY FINANCIAL SERVICES CSC LEASE CASH WITH ORDER $0.00 BALANCE TO FINANCE $0.00 CONTRACT INTEREST RATE 0 PAYMENT PERIOD PAYMENT AMOUNT NUMBER OF PAYMENTS OPTIONAL BUY-OUT $0.00 DESCRIPTION OF EQUIPMENT ORDERED / PURCHASED MAKE:TBA MODEL:926M YEAR:TBA STOCK NUMBER:TBA SERIAL NUMBER:TBA NEW USED 926M WHEEL LOADER 541-2670 HYDRAULICS, 3V, CPLR READY, SL 536-5323 10' Wing with trip edge & Hyd push bar assembly with nitrogen cushion cylinder LANE 2 ORDER 0P-9002 JUMPER LINES, AUX 3RD, FUSION 445-4725 3 Way Spool valve installation Included 1 PREP PACK, UNITED STATES 430-2943 CAB, DELUXE 536-5309 Plow will have Fusion Hooks to match Loader 1 STEERING, STANDARD 430-2996 SEAT, DELUXE 563-5967 6 Port Fastner Hydraulic Quick Coupler Disconnect for Wing 1 DIFFERENTIAL,LIMITED SLIP REAR 333-6526 PRODUCT LINK, CELLULAR PL641 565-0908 ...1 STANDARD RADIO (12V)372-1868 QUICK COUPLER, FUSION 536-5313 FENDERS, STANDARD 366-8148 LIGHTS, AUX, LED, PREMIUM 559-0844 CTWT, STANDARD, 763LBS, 2 PCS 348-2579 WEATHER, COLD START 120V 525-5964 RIDE CONTROL 430-2859 SERIALIZED TECHNICAL MEDIA KIT 421-8926 CAMERA, REAR VIEW 377-5635 ENGINE 527-0422 WARNING, BEACON, LED STROBE 333-1425 HYDRAULICS, STANDARD, SL 536-5281 ANTIFREEZE, -50C (-58F)0P-2407 TIRES,20.5R25 MX XSNOPLUS * L2 366-6892 TOOLBOX AUX, NONE 519-8081 TOOLBOX AUX 491-7922 PACK, DOMESTIC TRUCK 0P-0210 BUCKET-GP, 3.0 YD3, FUS, BOCE 360-3323 ENVIRONMENT, STANDARD 536-5320 Falls PR1243E2 12' Reversible Plow with trip Moldboard with 4 Port Hyd Quick Connect Cplr Disconnect 1 YEAR BILL OF SALE - TRADE-IN EQUIPMENT SERIAL NO. PURCHASER REPRESENTS AND WARRANTS ANY TRADE-IN EQUIPMENT IS FREE OF ALL LIENS, ENCUMBRANCES, LIABILITIES, AND ADVERSE CLAIMS OF EVERY NATURE WHATSOEVER EXCEPT AS NOTED BELOW. GROSS TRADE ALLOWANCE PAYOUT TO AMOUNT OWING: PURCHASER TO PAYOUT ZIEGLER INC. TO PAY OUT PURCHASER HEREBY SELLS THE TRADE-IN EQUIPMENT DESCRIBED ABOVE TO ZIEGLER INC. SUBJECT TO THE TERMS ON PAGE 2 SELL PRICE $242,786.64 NET BALANCE DUE $242,786.64 BALANCE $242,786.64 NEW EQUIPMENT WARRANTY New equipment is subject to a limited warranty (“Limited Warranty”) as provided by the manufacturer or Seller, which will either be included in a written warranty statement with the Product or the manufacturer’s standard limited warranty in force when the Product is delivered to Purchaser. Limited Warranties extend only to parts or attachments sold by manufacturer, and Purchaser’s failure to follow warranty conditions may result in voiding the Limited Warranty, as further stated on Page 2. Neither manufacturer nor Seller will be responsible for any other warranty. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED AS FURTHER STATED ON PAGE 2. Standard manufacturers warranty 1 YEAR FULL WARRANTY, 3 YEAR / 3,000 HOUR POWERTRAIN WARRANTY USED EQUIPMENT WARRANTY ALL WARRANTIES, EXPRESS OR IMPLIED, ARE EXPRESSLY DISCLAIMED AS FURTHER STATED ON PAGE 2. All used equipment is sold “as is with all faults,” and no warranty is offered except as specified here: CSA: NOTES: THIS AGREEMENT INCLUDES THE TERMS ON PAGE 2 AND THE WEBSITE REFERRED TO THEREIN Ziegler Inc. Company ORDER RECEIVED BY Thooft, Anthony REPRESENTATIVE PURCHASER APPROVED AND ACCEPTED ON CITY OF LAKE ELMO PURCHASER BY SIGNATURE TITLE TERMS By purchasing or financing the equipment listed on page 1 (collectively, “Products”), Purchaser hereby agrees to the preceding and following terms (collectively, the “Terms”). 1. ACCEPTANCE.All sales are subject to availability of Products. Seller may accept or reject this agreement and will not be required to give any reason for rejection. Seller rejects any terms submitted by Purchaser not contained herein. Purchaser may issue a purchase order for administrative purposes only, and any terms in any purchase order are rejected, not binding on Seller, and are of no force. 2. TAXES.Purchaser agrees to pay all taxes, assessments, licenses, and governmental charges of any kind resulting on account of Purchaser’s purchase, possession, or use of Products. 3. FINANCING.. If Purchaser finances Products, Seller’s acceptance of this agreement is subject to the approval of Seller’s or Purchaser’s lender, and Purchaser shall sign any security agreement and financing statement required by such lender. 4. ADDITIONAL DOCUMENTATION.On Seller’s request, Purchaser shall, at its sole expense, sign and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this agreement or otherwise required by Seller. If Purchaser fails to sign and deliver such documents or instruments to Seller, the entire balance of the purchase price will, upon Seller’s tender of performance and at Seller’s option, become immediately due and payable. 5. SECURITY INTEREST.To secure Purchaser’s prompt and complete payment of any present and future indebtedness of Purchaser to Seller under this agreement, or any document or instrument signed in connection with this agreement, Purchaser hereby grants Seller a security interest, in Products, wherever located, whether now existing or hereafter arising from time to time, and all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. Purchaser acknowledges that the security interest granted under this Section 5 is a purchase-money security interest under applicable law. Seller may file a financing statement to perfect the security interest, and Purchaser shall sign any statements or other documents necessary to perfect Seller’s security interest. Purchaser also authorizes Seller to sign, on Purchaser’s behalf, statements or other documentation necessary to perfect Seller’s security interest. Seller may exercise all rights and remedies of a secured party under applicable law 6. TITLE AND RISK OF LOSS; DELIVERY.Title and risk of loss to Products passes to Purchaser upon Delivery. “Delivery” occurs upon Seller’s delivery of the Products to the carrier in the event of shipment, or Purchaser’s receipt of Products at Seller’s location. 7. SHIPMENT.Seller shall deliver Products FOB at the location specified on Page 1. Purchaser shall pay all shipping charges and insurance costs. 8. INSURANCE.Upon Delivery, and at all times thereafter while there is any balance due under this agreement, Purchaser shall, at its own expense, have and keep Products insured against loss by fire, theft, collision, vandalism, and any other hazard as Seller may require by an insurance company acceptable to Seller and in an amount no less than the balance due under or in connection with this agreement. On Seller’s request, Purchaser shall provide Seller with a certificate of insurance from Purchaser’s insurer evidencing the coverages specified in this Section. Purchaser shall provide Seller with 10 business days’ advance notice in the event of cancellation or a material change in its policy 9. BILL AND HOLD.If Purchaser requests to be billed prior to Delivery, in its sole determination, notwithstanding any provisions to the contrary herein, Purchaser assumes all risk of ownership and liability for Products as of the date of the invoice, including insuring Products in accordance with Section 8. Purchaser shall indemnify, hold harmless, and defend Seller and its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates, successors, and permitted assigns against any loss or damage to Products between the invoice date and the date and time of Delivery. Purchaser acknowledges, other than Delivery, the transaction with respect to Products is complete, and there are no outstanding obligations preventing Delivery. 10. DAMAGES; MAXIMUM LIABILITY.IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENCHANCED, INDIRECT, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION OF VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR PRODUCTS, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR PRODUCTS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY EVEN IF PURCHASER’S REMEDIES UNDER THIS AGREEMENT FAIL THEIR ESSENTIAL PURPOSE. 11. WARRANTY LIMITATIONS.Limited Warranties do not apply where Products: (a) are subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper handling, abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by Seller or manufacturer; (b) have been reconstructed, repaired, or altered by any persons other than Seller or its authorized representative; or (c) have been used with any third-party product, hardware, or product that has not been previously approved in writing by Seller. Notwithstanding anything in this agreement to the contrary, Seller’s liability under any Limited Warranty is discharged, in Seller’s sole discretion and at its expense, by repairing or replacing any defective Products, or crediting or refunding the price of any defective Products, less any applicable discounts, rebates, or credits. 12. WARRANTY DISCLAIMER.EXCEPT FOR THE LIMITED WARRANTY IDENTIFIED ON PAGE 1, NEITHER SELLER NOR ANY PERSON ON SELLER’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. PURCHASER ACKNOWLEDGES IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED ON PAGE 1. 13. TRADE-IN EQUIPMENT.Purchaser assigns, sells, transfers, and conveys title of any trade-in equipment described on Page 1 (“Trade-In Equipment”) to Seller. Purchaser represents to Seller that Purchaser is the lawful owner with full authority to sell and transfer Trade-In Equipment, and that the Trade-In Equipment is free of all liens, encumbrances, liabilities, and adverse claims of every nature except as noted on Page 1. Purchaser shall indemnify, hold harmless, and defend Seller against all claims and demands of all persons who claim any interest to Trade-In Equipment. This Bill of Sale on Trade-In Equipment will be effective as of the time of Delivery to Purchaser of the replacement Products purchased hereunder, or at such earlier time that Seller obtains physical possession of the Trade-In Equipment. All trade-ins are subject to Trade-In Equipment being in “As Inspected Condition” by Seller at the time of Delivery of replacement Products. 14. DATA AND PRIVACY.Seller and its partners, affiliates, subsidiaries, and third parties, including but not limited to manufacturers, dealers, and service providers (collectively, “Seller Parties”), collect and share information relating to products, services, and customers as detailed in Seller’s Privacy Statement located at www.zieglercat.com/privacy as well as applicable manufacturers’ statements, which are hereby incorporated into this agreement by this reference. Manufacturers’ statements may be updated at any time without notice. Products equipped with telematics or other tools, applications, or devices to assess information, such as machine locations, operating hours, health of equipment, and basic utilization (collectively “Telematics”), whether manufactured by Caterpillar or by other companies, collect and transmit information to Seller Parties with a legitimate business reason to access the information, including but not limited to providing services and support, developing new products and services, personalizing user experiences, improving products, or compliance with legal obligations. Purchaser understands that Telematics may have been activated on Products by Seller or the manufacturer, and may be subject to or required by specific manufacturer user agreements available to Purchaser upon request. Purchaser consents to the collection, use, storage, processing, sharing, and disclosure of such information by Seller Parties in accordance with this agreement, Seller’s Privacy Statement, and applicable manufacturers’ statements. 15. INTELLECTUAL PROPERTY. A All intellectual property rights in the Products, including patents, trademarks, internet domain names, works of authorship, expressions, designs, and design registrations, whether are not copyrightable, trade secrets, and all other intellectual property rights related to or associated with Products (collectively, “Intellectual Property”) are the sole and exclusive property of manufacturer. Purchaser will not acquire any ownership interest in any Intellectual Property Rights under this agreement. If Purchaser acquires any Intellectual Property Rights in or relating to any Products by operation of law or otherwise, these rights are deemed and are hereby irrevocably assigned to manufacturer or its licensors, as the case may be, without further action by either party. 16. ENTIRE AGREEMENT; AMENDMENT.Purchaser may not revoke its purchase of Products. The order will not be binding upon Seller until it is accepted in writing by an authorized representative of Seller. This agreement, including the purchase order transaction terms on page 1, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, written and oral, regarding such subject matter. No modification of this agreement is effective unless it is in writing and signed by each party. 17. FORCE MAJEURE.Seller will not be liable to Purchaser, and will not be deemed to have breached this agreement, for any failure or delay in performing any term of this agreement, to the extent the failure or delay is caused by or results from acts beyond Seller’s control, including acts of God, flood, fire, earthquake, explosion, war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest, requirements of law, embargoes or blockades, actions by any governmental authority, national or regional emergencies, labor stoppages or slowdowns or other industrial disturbances, delays in manufacture, supply shortages, or shortages of adequate power or transportation facilities (collectively, “Force Majeure Events”). Any Force Majeure Event that has an adverse effect on Seller’s ability to perform will absolve Seller from any liability to Purchaser. 18. DISPUTES.Purchaser shall pay Seller’s legal fees, court costs, and any other costs of recovery incurred in enforcing the terms of this agreement. This agreement is governed by and to be construed in accordance with the laws of the State of Minnesota, without regard to its principles of conflicts of law. If legal action is brought to enforce this agreement, the Federal District Court of Minnesota (4th Division) or Hennepin County District Court (4th Judicial District) will be the exclusive jurisdiction and venue for said action unless Seller, in its sole discretion, commences proceedings in a different jurisdiction or venue 19. UCC.All terms used but not defined in this agreement that are defined in the Minnesota Uniform Commercial Code, as amended from time to time (the “UCC”) have the meanings set forth in the UCC, and such meanings will automatically change at the time any amendment to the UCC, which changes such meanings, becomes effective. 20. COUNTERPARTS.This agreement may be separately signed by Seller and Purchaser in any number of counterparts, each of which, when signed and delivered, will be deemed to be an original, and all of which will constitute the same agreement. 21. ELECTRONIC SIGNATURES.Purchaser agrees that the Electronic Signatures (whether digital or encrypted) included in this agreement are intended to authenticate this writing and have the same effect as manual signatures. “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a person with the intent to sign the record, including facsimile or email electronic records, in accordance with the Uniform Electronic Transactions Act, Minnesota Statutes 325L.01–325L.19, as amended from time to time. A signed copy of this agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this agreement. DIGITAL AUTHORIZATION CATERPILLAR TELEMATICS DATA AND CAT REMOTE SERVICES-SOFTWARE UPDATES PROCESS FOR SELECT PRODUCT LINK TELEMATICS AND CAT EQUIPMENT CONTROL MODULE SOFTWARE. Customer equipment has installed devices that transmit data to Caterpillar Inc. ("Caterpillar"). Data transmitted to Caterpillar is used in accordance with Caterpillar's Data Governance Statement ("DGS"), which describes Caterpillar's practices for collecting, sharing and using data and information related to customer’s machines, products, Devices or other Assets and their associated worksites. The DGS can be reviewed at https://www.caterpillar.com/en/legal-notices/data-governance-statement.html Caterpillar’s process for performing remote diagnostics and making available remote software and firmware updates and upgrades, such as configuration, patches, bug fixes, new or enhanced features, etc., for Assets and Devices is described in the Cat® Remote Services – Software Update Process for select Product Link™ Telematics and Cat Equipment Control Module Software document (the “RSP Document”) The RSP Document can be reviewed at https://www.cat.com/remoteservicesprocess?_ga=2.245276421.1412167159.1561985855-475983137.1559312215. Company acknowledges and agrees to data transmission to Caterpillar via devices installed on Company equipment or by other means as outlined and described in the DGS, and grants to Caterpillar the right to collect, use, and share such information, including to its Distribution Networks or other affiliates, in accordance with the Caterpillar Data Governance Statement . Company's authorization also applies to any data and information previously collected by Caterpillar. AGREE DECLINE Company acknowledges and agrees to participate in Remote Services (including, remote diagnostics and remote updates and upgrades) and authorizes Caterpillar to remotely access, program, and install updates and upgrades for Company’s Assets and Devices in accordance with the Remote Services Process Document. AGREE DECLINE The rights granted in this authorization survive the termination or expiration of the Company’s subscriptions to any Digital Offerings. Except as set out in a written agreement between Company and Caterpillar expressly referencing the Data Governance Statement, this authorization supercedes and replaces any other authorizations with regard to the subject matter hereof. Company Company (Print) Company Representative (Print) Signature Date FOR DEALER USE ONLY Company UCID Company Representative CWS ID Main Store Dealer Code Dealer Representative Name Dealer Representative CWS ID Caterpillar: Confidential Green