Finance and Personnel Committee Agenda & Packet (PDF)

MEETING AGENDA FINANCE & PERSONNEL COMMITTEE OF THE PLYMOUTH COMMON COUNCIL COUNCIL CHAMBERS 128 SMITH STREET CITY OF PLYMOUTH, WISCONSIN TUESDAY, FEBRUARY 24, 2026 @ 6:15 PM 1. Call to Order and Roll Call. 2. Approval of Meeting Minutes for September 30, 2025 meeting 3. Future Assessment Planning Update 4. Proposed 2027 Budget Item – Loader Replacement 5. Adjournment It is possible that members of and possibly a quorum of members of other governmental bodies of the municipality may be in attendance at the above stated meeting to gather information. No action will be taken by any governmental body at the above stated meeting other than the governmental body specifically referred to above in this notice. Please note that, upon reasonable notice, efforts will be made to accommodate the needs of disabled individuals through appro priate aids and services. For additional information or to request this service, please contact the City of Plymouth ADA Coordinator Leah Federwisch, located in the Plymouth Utilities office at 900 County Road PP, Plymouth, WI or call 920-893-3853. Members Present: ____ Mayor Pohlman ____ Angie Matzdorf ____ Jeff Tauscheck ____ Diane Gilson ____ Mike Penkwitz Staff: ____ Tim Blakeslee ____ Anna Voigt Other: UNOFFICAL MINUTES FINANCE & PERSONNEL COMMITTEE OF THE PLYMOUTH COMMON COUNCIL COUNCIL CHAMBERS 128 SMITH STREET CITY OF PLYMOUTH, WISCONSIN TUESDAY, SEPTEMBER 30, 2025 @ 5:45 PM 1. Call to Order and Roll Call.: Chairperson Penkwitz called the meeting to order at 5:45 PM. On the call of the roll, the following were present: Mayor Pohlman, Angie Matzdorf, Diane Gilson, Jeff Tauscheck, and Mike Penkwitz. Also present: John Binder, Kevin Sande, Dave Herrman, Dana Haucke, City Administrator/Utilities Manager Tim Blakeslee, Public Works Cathy Austin, HR Specialist Leah Federwisch, Finance Manager Chris Russo, Electrical Operation Manager Ryan Roehrborn, Assistant Administrator/Community Development Director Jack Johnston, City Clerk/Deputy Treasurer Anna Voigt. 2. Approval of Meeting Minutes for September 9, 2025 meeting: Motion was made by Tauscheck/Gilson to approve the minutes from September 9. A unanimous aye vote was cast. Motion carried. 3. Utilities Cash Flow Analysis: Kayla Thorpe from Ehlers gave a presentation about the 10-year outlook for electric, water and sewer. 4. 2026 Budget Work Session – Utility Operating and Capital / Debt Financing: Blakeslee went through the electric, water and wastewater operating and capital budget. 5. Discussion on Employee Handbook Updates: Blakeslee asked the committee to provide any additional feedback on the handbook. Motion was made by Pohlman/Tauscheck to recommend Council approve the Employee Handbook. Upon the call of the roll, all voted aye. Motion carried. 6. Adjournment: Motion was made by Tauscheck/Gilson to adjourn the meeting at 6:44 PM. A unanimous aye vote was cast. Motion was carried. 1 | Page City of Plymouth 128 Smith St. - P.O. Box 107 Plymouth, WI 53073-0107 Telephone: (920) 893-3745 Facsimile: (920) 893-0183 Web Site: plymouthgov.com DATE: February 19, 2026 TO: Finance and Personnel Committee FROM: Tim Blakeslee, City Administrator Utilities Manager. RE: Assessment Planning Update Background: The City is currently under contract with Associated Appraisals through the end of 2026 for assessment services. Staff has been in discussions with the City of Sheboygan regarding the potential creation of a shared, in- house assessor’s office, with the opt ion to add additional communities as their assessment contracts expire. With the current assessment contract ending in 2026, this is an ideal time to review service delivery options. In addition, the State of Wisconsin Innovation Grant is available to help fund shared services programs for approximately five years. The Innovation Grant application is due by the end of March. As such, staff is requesting confirmation from the Finance Committee that there is interest in pursuing this option before proceeding. Any initial agreement with the City of Sheboygan would be contingent on the Innovation Grant being awarded. Current Costs: The average annual cost over five years for assessment services under the current model, including the base contract and other services provided (interim market update in 2026 and full revaluation in 2022) is approximately $59,700 per year. It’s anticipated there would be incremental increases over time based on contracted cost escalators. Potential Benefits of a Shared Services Model • More stable annual cost (currently estimated at approximately $55,000 per year), rather than periodic large cost increases tied to revaluations and interim market updates. Estimated average cost over five years is approximately $5,000 per year lower than the current service model. • Properties maintained closer to 100 percent of market value on a regular cycle (every other year), helping ensure property tax is distributed proportionally to actual value. • Enhanced resident/business service with more opportunities for face-to-face conversations during and before Open Book/Board of Review. This approach w ould have in-person office hours in Plymouth, rather than phone-only service (anticipated once or twice per month). In-person Open Book, with an anticipated one-week window. • Improved day-to-day responsiveness and availability for questions for City Staff, compared to the current agreement, which allows up to a four-business-day response time. • Stronger coordination with City operations, including better alignment with building permits, inspections, zoning changes, annexations, splits, certified survey maps (CSMs), and new construction so assessments remain current. • A shared office structure can better absorb staff absences and transitions without service disruption. Hopefully this would also reduce disruption from frequent changes in contracted staff ( four different assessor contacts in the last four years - 3 different individuals). • Long-term scalability, with the option to add additional communities over time, spreading overhead and building a stronger regional assessment function. 2 | Page Potential Other Considerations: • Grant uncertainty: The fiscal savings portion of shared services concept is initially dependent on the Innovation Grant being awarded. If the grant is not received, staff would need to reassess whether the benefits of the proposal outweigh the costs. It’s not a big swing either way, but it’s a factor. • Start-up and transition effort: Moving from a contracted model to a shared office could require additional staff time in 2026 for planning, implementation, policies, data transfer, and communications. Recommendation: Provide Direction on Future Assessment Planning 1 | Page City of Plymouth 128 Smith St. - P.O. Box 107 Plymouth, WI 53073-0107 Telephone: (920) 893-3745 Facsimile: (920) 893-0183 Web Site: plymouthgov.com DATE: February 19, 2026 TO: Finance and Personnel Committee FROM: Cathy Austin, P.E., Director of Public Works RE: DPW – Proposed 2027 Budget Item – Loader Replacement The Public Works Department is planning on replacing the Volvo L60 Loader and associated plow equipment in the 2027 Capital Outlay. Based on current pricing, the anticipated capital costs are as follows: Monroe Equipment: Wing, plow, and assembly: $65,014 Brooks Tractor: Loader purchase (524P Loader): $232,130 Total estimated 2027 capital outlay request: $297,144 (Budgetary dollar: $300,000) This total does reflect the estimated $32,000 trade-in value of the City’s existing Volvo L60 loader. However, for this to occur in 2027, the Monroe Equipment agreement must be executed by the end of the month to maintain production scheduling of late 2027. The agreement allows cancellation without penalty until November 2026. The loader itself can be ordered at the beginning of 2027. Following the adoption of the 2027 Budget, the quotes will go to Common Council for approval. If the loader does not remain in the 2027 Capital Budget, the City will terminate the agreement with Monroe Equipment. Recommendation: To authorize Public Works to move forward with the Monroe Equipment agreement with the understanding that the agreement allows cancellation without penalty through mid-November 2026. Page 1 of 6 Quoted to: PLYMOUTH, CITY OF (ATTN: ) 1004 VALLEY RD PO BOX 107 PLYMOUTH, WI 53073 Ph: 920-893-1271 / Fax: 920-893-0183 Email: Chassis Information Year: Make: Model: Chassis Color: Cab Type: Single/Dual: CA: CT: Wheelbase: Engine: F.O. Number #: Vin: Notes: INSTALLATION WILL BE DONE IN DEPERE, WI IT WILL BE RESPONSIBILITY OF THE LOADER DEALER TO MOVE MACHINE TO AND FROM THE DE PERE FACILITY Monroe Truck Equipment, Inc. is pleased to offer the following quote for your review: Description Amount MONROE TRIP EDGE REVERSIBLE PLOW - MPJ45R12-ISTT - 10 GA STRAIGHT MOLDBOARD - CARBIDE CUTTING EDGE - (2) 4" X 10" DOUBLE ACTING POWER REVERSE CYLINDERS WITH CUSHION VALVE - BUILT-IN MONROE LEVEL LIFT ASSEMBLY - MOLDBOARD AND PUSHFRAME 100% CONTINUOUSLY WELDED - MOLDBOARD POWDER COATED YELLOW - PUSH FRAME POWDER COATED BLACK * 12" RUBBER SNOW DEFLECTOR, INSTALLED * 36" MARKERS INSTALLED * SWIVEL PLATE INSTALLED MONROE LOADER SIDE PLOW HITCH - STOPS DESIGNED INTO HITCH TO ALLOW HITCH TO LOCK IN EASILY - VOLVO HOOKS INTERGRATED 12' MONROE DFPW HD DOUBLE FUNCTION PATROL WING * PARA-GLIDE WING POST US PATENT NO 8,8596.376 - RIGHT SIDE MOUNT - REAR MOUNTED CROSS TUBE - 3/16" TAPERED MOLDBOARD - 29" INTAKE 39" DISCHARGE * TORSION TRIP EDGE * HD HYDRAULIC PUSHARM WITH 28” STROKE - WING STOP - MOLDBOARD POWDER COATED YELLOW - HARDWARE POWDER COATED BLACK * PLUMBED TO LOADER HYDRAULIC SYSTEM * FLOW DIVIDER TO OPERATE WING TOE/HEEL WITH ONE VALVE SECTION TRANSPORTATION OF LOADER WILL BE LOADER DEALERS RESPONSIBILTY STUCCI THREAD TO CONNECT HYDRAULIC FITTINGS FOR PLOW/WING AND HYDRAULIC PUSHARM - EXTEND WING HYD LINES TO LOADER TIP - AMBER/GREEN BEACON MOUNTED ON REAR ROOF W/ BRANCH GUARD AND RISER Quote Total: $65,014.00 ** NOTICE: We are closely monitoring the tariff situation very carefully. Aebi Schmidt North America and its Monroe brand manufacture products in the United States, so the direct impact of current tariffs will be moderate. Although we make significant efforts to source components domestically, this is not always feasible. At this time, we J.O. # 1151 W Main Avenue Quotation ID: 2MAW004354 DePere, WI 54115 Date: 2/3/2026 Sales Rep: Troy Redfearn Valid thru: 3/5/2026 Ph: (920) 360-4446 Terms: NET 30 www.MonroeTruck.com Quoted by: Mark Woelfel Ph/Fax: 920-347-4181 / 920-336-8118 Page 2 of 6 cannot predict the potential cost increases that may arise through our supply chain or from further tariffs. We understand that this may raise concerns, and we want to assure you that we are working hard to minimize any impact on our customers and if cost increases need to be applied to existing or future orders, we will discuss these changes with our customers upfront. IF AN ORDER IS PLACED IN FEBRUARY 2026 WE WOULD HAVE UNTIL NOVEMBER 2026 TO CANCEL WITHOUT AN ISSUE. Terms & 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 may be 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 MSO/MCO (ONLY check if legally required): MCO MSO Customer Signature: Customer P.O. Number: Date of Acceptance: 589 . 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 p roducts (the “Products”), and all transactions incidental thereto, by such subsidiary of ASH North America, Inc. identified on the respective Con -firmed 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. C ustomer 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 wr iting duly executed by an authorized officer of Seller. These Terms supersede any and all prior oral quotations, communications, agreements, or under -standings 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 the present Terms. Any a dditional or different terms or conditions contained in Customer's Order (as defined below), response to Seller’s confirmation, or any other form or document supplied by Customer ar e 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 sig ned 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 ame nd these Terms. 1.3. The issuance of an Order (as defined below) by Customer to Seller or any communication or conduct of Customer which conf irms 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 Customer’s 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 Ord er. Provided that the Order contains the same terms as in Seller’s corresponding offer, the Order shall be binding on Customer for six (6) weeks after Seller’s 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 l icense 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 ha ve no obligation to deliver Products to Customer or otherwise fulfill any of its obligations set forth in a Con-firmed Order if Customer is in breach of any of its obligations hereunder or any Confirmed Order. Page 3 of 6 2.5. Customer may submit to Seller written requests to change the terms of a Confirmed Order (each such request, a “Change Or der Re-quest”). 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 a nd 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 Seller’s cos ts 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 Con -firmed 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 Produc ts 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 (ag reed de-livery location on 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 Heavy Vehicle Use Tax (HVUT), other use tax or any other si milar 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. A ny special requests concerning shipping, transportation, and insurance shall be communicated to Seller in a timely manner and subject to Seller’s prior written approval. Customer shall b ear 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 discou nt, 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 re -lease 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 Seller’s invo ice. 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 rea -son 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 star ting 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 re -minder 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 S eller shall be-come due immediately, notwithstanding any payment terms agreed by the parties. All costs and expenses incurred by Seller with respect to the collection of overdue paym ents (including, without limitation, rea-sonable 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 C onfirmed 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 paya ble to Seller promptly upon Customer’s receipt of written notice of delinquency from Seller. 5. SECURITY INTEREST 5.1. If Seller extends credit to Customer for the purchase price for any Products (including but not limited to pursuant to S ection 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 “Security Interest”) 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 unde r the Uniform Commercial Code in any jurisdiction and take any and all other action necessary or desirable, in Seller’s sole and absolute discretion, to perfect its Security Interest in the Co llateral 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 ne cessary to enable Seller to perfect and enforce its Security Interest in all jurisdictions and vis-à-vis any of Customer’s creditors, and hereby irrevocably grants to Seller a power of attorney to execute all necessary stateme nts or documents in Customer’s name for the perfection and enforcement of such Security Interest. The Security Interest shall remain in force unt il 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 credi t at any time. 6. OBLIGATIONS OF CUSTOMER 6.1. Customer shall use the Products solely for their intended purpose and pursuant to Seller’s instructions, and agrees to u se 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 shal l 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 FCA (agreed delivery location) (I ncoterms 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 bindin g on Seller. Seller may make partial delivery of Products to be delivered under any Confirmed Order and invoice Customer separately for such partial de -liveries or performance. If Customer 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 agr ees 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 del ivery 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 govern-mental restrictions on exports or imports and similar measures. Page 4 of 6 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 Con-firmed Order. The Products shall be deemed delivered at the time they have been made available to Customer. If Customer rejec ts 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 deliver y 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 Con-firmed 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 Se ller 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 deter-mined 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 o ther 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 rec eipt 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) o n 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 Pr oducts. 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 recei pt 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 r equirements set forth in the applicable Confirmed Order for a period of twelve (12) months from the date of delivery for new business Products and ninety (90) days for after sales Product s. (the “Limited Product Warranty”). 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, i ntegration 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 us e 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 constr uction and materials pursuant to Customer’s re-quests, (c) use of improper tools, resources, or accessories including those but not limited to any third party tools, resources, or accessor ies 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) Customer’s failure to properly communicate Seller’s instructions and warnings to users of the Products, (f) Customer’s, its employees, agents, representatives, customer s 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 expen se, 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 a nd 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 r efund 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 re moval 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 P roduct (or any portion thereof). 9.5. Except for Limited Product Warranty, SELLER HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHE R 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 ar e 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 IND IRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIM -ITED 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, NEGLI-GENCE, 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 BETW EEN 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 Customer assumes responsibility and shall indemnify, defend, and hold Seller harmle ss 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, assembl y, integration, incorporation, assembly, maintenance, or unauthorized alteration, modification, or repair of the Products (including without limitation, the use storage, handling, op eration, 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 re-quests, (c) use of improper tools, resources, or accessories including those but not limited to any third party tools, resources, or accessories that are not ap proved by Seller or not in accordance with Seller’s recommendations, instructions, or directions, (d) acts or omissions of Customer or third parties following the delivery of th e Products, (e) Customer’s failure to properly communicate Seller’s instructions and warnings to users of the Products, or (f) Customer’s, its employees, agents, representatives, custo mers 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). 10.3. In jurisdictions that limit or preclude limitations or exclusion of remedies, damages, or liability, such as liability for gross 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 Term s 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. Page 5 of 6 11. CONFIDENTIALITY 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 n ature 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: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Customer; (ii) is rightfully known by the Customer at the time of disclosure without an obligation of confidentiality; (iii) 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 Inform ation 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 an d nondisclosure restrictions not less stringent than the terms set forth in this Section 11.3. The Customer will employ all reasonable steps to protect Seller’s Confidential Informat ion from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance. The foregoing obligations will not res trict the Customer from disclosing Seller's Confidential Information: (i) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the Custome r gives reasonable notice to Seller to contest such order or requirement; (ii) to its legal or financial advisors; and (iii) as required under applicable securities regulations. 11.4. In the event of a violation or threatened violation of Customer’s obligations under this Section 11, Seller shall be en titled to seek equitable relief, including in the form of a restraining order, orders for pre-liminary 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 add ition to all other remedies available under these Terms, at law, or in equity. 12. INTELLECTUAL PROPERTY 12.1 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 Seller’s 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, govern -mental 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 sup -plies, or other acts of God. 14. MISCELLANEOUS 14.1. If any provision contained in these Terms or any Confirmed Or -der 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 remai nder 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 as sign its rights or delegate its responsibilities under a Confirmed Order without Seller’s prior written consent. 14.3. Seller’s waiver of any breach or violation of these Terms or the provisions of any Confirmed Order by Customer shall no t 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 Terms must be signed by authorized repr esentatives 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 reg arding 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 ma y amend or modify these Terms from time to time. Seller may, at its sole discretion, provide Customer with written notice of any such changes, revisions, amendments, or modification s, 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 Wis consin 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 Wis consin. The parties hereby expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sale of Goods. Page 6 of 6 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 no twithstanding 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 claim s, 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 I N ANY LEGAL PROCEEDING DIRECTLY OR IN-DIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS.