HomeMy WebLinkAboutResolution 2026-066Resolution No. 2026-66
A RESOLUTION OF THE UNITED CITY OF YORKVILLE, ILLINOIS,
AUTHORIZING THE PURCHASE OF BULK ROCK SALT IN
AN AMOUNT NOT TO EXCEED $256,243
WHEREAS, the United City of Yorkville (the "City") is a duly organized and validly
existing non -home rule municipality created in accordance with the Constitution of the State of
Illinois of 1970 and the laws of the State; and
WHEREAS, the City's Municipal Code provides that the City may approve contracts for
supplies and equipment that have not been competitively bid by a two-thirds affirmative vote of
the City Council; and
WHEREAS, the City was notified by Illinois Central Management Services ("CMS") that
it had not received any bids in response to its annual request for bids for bulk sock salt; and
WHEREAS, the City had used the services provided by CMS to procure its annual need
for bulk rock salt however, given the notification from CMS, the City immediately reached out to
no less than seven vendors requesting bids in order to assure that it would be able to meet its needs
for rock salt for the winter months ; and
WHEREAS, in response to the requests, the City received two bids and understood that
immediate acceptance of the lowest bid was the only way to assure procurement of sufficient bulk
rock salt to meet the City's needs; and
WHEREAS, given the circumstances the Mayor and City Council have determined it is
in the best interest of the City to ratify the purchase of 2300 tons of bulk rock salt from Midwest
Salt of West Chicago at a cost not to exceed $256,243 and waive the requirements for public
bidding as hereinafter provided.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the United
City of Yorkville, Kendall County, Illinois:
Section 1. The foregoing recitals are hereby incorporated in this Resolution as the findings
of the Corporate Authorities.
Section 2. The Corporate Authorities hereby waive the competitive bidding requirements
in accordance with the City's Municipal Code in consideration of the foregoing recitals and ratify
the purchaser of 2300 tons of bulk rock salt from Midwest Salt of West Chicago in an amount not
to exceed $256,243.
Resolution No, 2026-66
Page 1
Section 3. This Resolution shall be in full force and effect upon its passage and approval
as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois
this 111h day of August, A.D. 2026.
KEN KOCH
AYE
ARDEN JOE PLOCHER AYE
CHRIS FUNKHOUSER AYE
RUSTY CORNEILS AYE
�V V�
ITY CLERK
DAN TRANSIER ABSENT
CRAIG SOLING AYE
MATT MAREK AYE
RUSTY HYETT ABSENT
APPROVED by me, as Mayor of the United City of Y
this �-'day of , A.D. 2026. '
Attest:
MAYOR
CIVAIA�A�
'6C Y CLERK
County, Illinois
Resolution No, 2026-66
Page 2
BULK SALT SALES AGREEMENT
This Bulk Road Salt Sales Agreement (the "Agreement") is entered into as of the date of last
signature below (the "Effective Date") between Midwest Salt, LLC ("Seller") and City of Yorkville
("Buyer"). Seller and Buyer are each a "Party" and together the "Parties".
Buyer Information
Entity Name: City of Yorkville
Ship To Address: 306 Boombah Blvd., Yorkville, IL
Offer 1 Agreement Valid Through: August 12, 2026
1. Product, Pricing, Quantity
1.1. The price, product and quantities are as follows:
Product: Bulk Rock Salt - Untreated
Pre -Season Quantity: 2,300 tons
Pre -Season Price: $111.41/ton delivered
In -Season Quantity: 0 tons
In -Season Price: $111.41/ton delivered
1.2. Quantity Commitment. Buyer commits to purchase, and Seller commits to provide,
one hundred percent (100%) of the combined total tonnage of the Preseason Quantity
and In -Season Quantity (together, the "Total Quantity") regardless of the proportion
actually delivered under each category, at the rates set forth in Section 1.1 and Section
1.3.
1.3. Preseason Rate Conversion. Any Preseason tons not delivered to or picked up by
Buyer by September 30, 2026, shall automatically convert to, and be priced and
delivered at, the In -Season rate set forth in Section 1.1. This conversion does not
reduce, excuse, or otherwise affect Buyer's Total Quantity commitment under Section
1.2.
1.4. Order Classification. Preseason orders are those placed by Buyer and confirmed in
writing by Seller on or before September 30, 2026, up to the Preseason Quantity listed
in Section 1.1. Orders placed after that date, or in excess of the Preseason Quantity, are
In -Season orders and priced accordingly. Orders that would cause cumulative
Preseason orders to exceed the Preseason Quantity shall be classified as In -Season
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only as to the excess tonnage; tonnage within the Preseason Quantity cap remains
classified as Preseason.
1.5. Sales Tax: The prices set forth above do not include applicable sales tax. Sales tax
shall be added to and stated separately on each invoice unless Buyer provides Seller
with valid tax -exemption documentation prior to Buyer's first order under this
Agreement.
2. Payment Terms
2.1. Buyer shall pay all invoiced amounts in accordance with the payment terms set forth in
Buyer's existing credit or account agreement with Seller, if any, as in effect on the date
of the applicable invoice (the "Account Terms"), Any extension, continuation, or
termination of credit availability to Buyer is at Seller's sole discretion at all times, and
nothing in this Agreement shall be construed to establish, guarantee, or limit Seller's
discretion with respect to Buyer's credit terms or availability.
2.2. Credit Hold. If Buyer has any invoice past due, or credit is limited, suspended, or
terminated by Seller, or Buyer is otherwise in breach of these payment terms, Seller
shall have no obligation to accept, confirm, process, or fulfill any further orders under
this Agreement until Buyer's account is brought current or Seller reinstates credit
availability. Seller's exercise of this right shall not (i) excuse, reduce, or extend Buyer's
minimum purchase commitment or any deadline under this Agreement, (ii) be deemed a
breach of Seller's delivery obligations hereunder, or (iii) constitute a waiver of any of
Seller's other rights or remedies under this Agreement or applicable law.
3. Minimum Quantity Shortfall
3.1. If Buyer's total deliveries as of March 31, 2027, are less than one hundred percent
(100%) of the Total Quantity, Buyer shall fulfill the remaining commitment through one of
the following options:
3.1.1. Late Delivery. Buyer picks up or takes delivery of the shortfall tons by April 15,
2027, at the In -Season rate listed in Section 1; or
3.1.2. Storage Fee. Buyer pays Seller a storage fee of $5.00 per ton on the shortfall
tons not picked up or delivered by March 31, 2027. Seller will invoice Buyer for the
Storage Fee of the shortfall tons.
3.2. Any shortfall quantity not removed by April 15, 2027, will automatically be billed the
Storage Fee in Section 3.1.2.
4. Carryforward Tons
4.1. Any shortfall tons not delivered to or picked up by Buyer by April 15, 2027
("Carryforward Tons") are automatically applied first to Buyer's orders the following
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season, at the In -Season rate then in effect under this Agreement, before any tons are
priced at that season's new rate. If Carryforward Tons still aren't fully delivered by the
following season's end, they roll forward again, under this same rule until 24 months
from April 15, 2027, after which they're forfeited with no refund. Notwithstanding the
foregoing, for any Carryforward Tons not delivered, picked up, or incorporated into a
new agreement under Section 4.2 by September 1, 2027, Seller shall have sole
discretion, either to continue honoring the rate and terms of this Agreement as to those
tons (subject in all cases to the 24-month limit above), or to deem them forfeited with no
refund.
4.2. Upon execution of a new agreement between the parties for a subsequent season, any
outstanding Carryforward Tons and their applicable rate shall be incorporated into that
new agreement as a priced line item, and this Agreement shall thereupon terminate and
be superseded in full subject to Section 11 (Term, Expiration, and Survival).
5. Warranty. This product shall comply with the specifications provided to Buyer by Seller.
SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATEVER, EXPRESS OR
IMPLIED; AND ALL IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER AND
EXCLUDED FROM THE AGREEMENT.
6. Inspection, Demurrage, and Detention
6.1. Buyer may inspect the product prior to delivery; however, upon delivery Buyer
acknowledges that the product delivered is in all respects accepted. Should Buyer reject
the product at the time of inspection, Buyer shall provide Seller with a written notice of
rejection via email or personal delivery to the Seller representative listed above, which
notice shall apply only to the load inspected and which notice shall specify the reasons
for the rejection. The parties agree that rejection of a load does not affect the remaining
tonnage subject to this Agreement.
6.2. Buyer shall unload and release all transportation vehicles and equipment promptly so
that no demurrage, detention, or other expenses resulting from delay shall be incurred;
however, if any claims or demurrage charges are incurred by reason of any action or
inaction by Buyer, then Buyer shall promptly reimburse Seller for such damages.
7. Excused Performance; Force Majeure
7.1. All orders are subject to Seller's ability to make delivery at the time and in the quantities
specified herein. Seller shall be excused from performance for any and all causes
beyond its reasonable control that impedes its ability to perform under this contract,
including but not limited to, any act of god, explosion, accidents, riots, pandemics,
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floods, labor disputes, or any other event that made performance impossible or
impractical under the circumstances. If Seller is unable to deliver a specific order in full
within 45 days of Seller's confirmation of receipt of that order, Buyer may, at its option,
cancel that order. Notice of cancellation shall be in writing to the Seller representative
listed above. Any refunds due shall be paid within seven (7) business days of notice
from Buyer of such cancellation.
7.2. In the event Seller is unable for any reason to supply the total requirements of its
customers, Seller may allocate its available supply of the product among its customers
in a manner of its choosing.
8. Indemnification. Buyer shall indemnify, hold harmless, and defend Seller, its employees
and agents, from any and all claims and expenses, including its reasonable attorneys' fees,
arising out of any claims by any third parties, including but not limited to, claims by Buyer's
employees and agents, excepting only claims for intentional misconduct by Seller.
9. Limits of Liability. In no event shall Seller be liable to Buyer or any third party for any
indirect, consequential, incidental, special or exemplary damages. Buyer's actual damages
are limited to the amounts actually paid to Seller under this Agreement, regardless of the
basis for any such claims for damages.
10. Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or
the breach thereof, shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any claims
under $75,000 shall proceed under the AAA Expedited Procedure rules. All claims shall be
heard by a single arbitrator, selected pursuant to a list of arbitrators published by the AAA,
which shall include as many former judges of the Circuit Court of Cook County, Illinois as are
then available. The place of arbitration shall be Chicago, Illinois. The arbitration shall be
governed by the laws of the State of Illinois. Each party will, upon written request of the other
party, promptly provide the other with copies of all relevant documents. There shall be no
other discovery allowed. Time is of the essence for any arbitration under this agreement and
arbitration hearings shall take place within 90 days of filing and awards rendered within 120
days. The arbitrator shall agree to these limits prior to accepting appointment. The arbitrator
will have no authority to award punitive or other damages not measured by the prevailing
party's actual damages limited by the amounts of any payments previously made by Buyer
to Seller under this agreement. The arbitrator may determine how the costs and expenses of
the arbitration shall be allocated between the parties; however reasonable attorneys' fees
shall be awarded to the prevailing party. Except as may be required by law, neither a party
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nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder
without the prior written consent of both parties.
11. Term, Expiration, and Survival
11.1. Term. This Agreement commences on the Effective Date and continues through
March 31, 2027 (the "Initial Term"), unless earlier terminated as provided herein. Buyer's
right to place new orders for the Total Quantity expires at the end of the Initial Term.
This Agreement does not automatically renew; any subsequent season's {pricing and
quantities shall be governed by a new agreement between the Parties.
11.2. Survival. Notwithstanding expiration or termination of this Agreement for any reason,
including under Section 4.2, the following continue in full force until fully satisfied: (i)
Buyer's obligations regarding any unpaid invoices; (ii) Sections 3 and 4 (Minimum
Quantity Shortfall; Carryforward Tons), with respect to any tons outstanding as of the
end of the Initial Term; and (iii) Sections 5 (Warranty), 8 (Indemnification), 9 (Limits of
Liability), and 10 (Dispute Resolution), with respect to any claim arising from conduct,
deliveries, or obligations occurring during the Initial Term or any period of survival under
this Section.
11.3. Final Expiration. This Agreement terminates in its entirety upon the earliest of: (1)
delivery of all Total Quantity tons and all Carryforward Tons in full; (ii) forfeiture of all
outstanding Carryforward Tons under Section 4.1; or (iii) 24 months from April 15, 2027.
Termination under this Section does not relieve either Party of any obligation accrued, or
liability arising from conduct occurring, before termination.
12. Miscellaneous
12.1, Entire Agreement, The Agreement constitutes the entire agreement between the
Parties and supersedes all prior or contemporaneous communications, representations,
or agreements.
12.2. Amendments. No amendment, modification, or waiver shall be effective unless in
writing and signed by both Parties.
12.3. Assignment. Neither Party may assign this Agreement without the prior written
consent of the other Party, except that Seller may assign to an affiliate or in connection
with a sale of all or substantially all of its business.
12.4. Counterparts. The Agreement may be executed in counterparts, each of which is
deemed an original, but all of which together are deemed to be one and the same
agreement. Notwithstanding anything to the contrary herein, a signed copy of the
Agreement delivered by facsimile, email, or other means of electronic transmission is
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deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.
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Contacts
For orders and all general customer service questions, please contact
customerservice@midwestsait.net. For questions specific to this contract, please contact
Jason Kane at jason.kane@midwestsait.net.
Signatures
BUYER SELLER
Business: City of Yorkville Business: Midwest Salt, LLC
Contact: Jon Bauer - Eric Dhuse Contact: Jason Kane
Signatur
Signature:
Dat of Contract:
Date of Contract:
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8/12/26