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R-65-26 Authorizing the Purchase of Bulk Road Salt from Midwest Salt LLC FY27TO: FROM: THROUGH: SUBJECT: DATE g-�5,2� 418 Main Street I Lemont, IL 60439 Village Board Meeting Ted Friedley, Public Works A Resolution Authorizing the Purchase of Bulk Road Salt from Midwest Salt LLC FY27 August 10, 2026 SUMMARY/BACKGROUND The Village of Lemont participates in the State of Illinois CMS bid for bulk road salt every year. Due to supply and market conditions from last year's winter season, many Communities did not have all their requests included in the bid results from the State. Since the State requires each delivery location to submit a separate request, the Archer Derby salt dome was included in the bid, but the Public Works salt barn on New Avenue was not. As a result, the Village has two options. Either procure salt through our own purchasing process or elect to remain on the State's procurement process while they continue to identify sources of salt through an emergency purchase. With the second option, there is no guarantee the State will be able to source salt, pricing may be higher than anticipated due to market conditions, and there is no ability to guarantee orders would be fulfilled. To procure enough road salt for the winter season, staff reached out to area vendors to obtain pricing. Due to market conditions this year, supply is limited, prices will only increase with time, and any guarantees for supply will likely decrease. • Midwest Salt - $111.50 per ton delivered with no prepay or deposit required. • Barge Terminal Trucking - $117.72 per ton delivered - the order must be prepaid in advance • Russo ANALYSIS The purchase of rock salt is included in the FY27 Motor Fuel Tax budget and the amount requested is within the budgeted amount Consistency with Village Policy Budget (if applicable) STAFF RECOMMENDATION Pass A Resolution Authorizing the Purchase of Bulk Road Salt from Midwest Salt LLC FY27 BOARD ACTION REQUESTED Pass A Resolution Authorizing the Purchase of Bulk Road Salt from Midwest Salt LLC FY27 ATTACHMENTS A Resolution Authorizing the Purchase of Bulk Road Salt from Midwest Salt LLC FY27.pdf VILLAGE OF LEMONT RESOLUTION NUMBER R- 4s-26 A RESOLUTION AUTHORIZING THE PURCHASE OF BULK ROAD SALT FROM MIDWEST SALT LLC FY27 JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk SAMUEL J. FORZLEY JANELLE KITTRIDGE KEN MCCLAFFERTY KEVIN SHA UGHNESSY RICK SNIEGOWSKI RON STAPLETON Trustees Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont on _A22026 RESOLUTION NO. R-_� 5 -26 A RESOLUTION AUTHORIZING THE PURCHASE OF BULK ROAD SALT FROM MIDWEST SALT LLC FY27 WHEREAS, it has become necessary for the Village of Lemont "Village" to purchase bulk road salt for the upcoming winter season; and WHEREAS the Village participates annually in the State of Illinois CMS bid for bulk road salt; and WHEREAS the Public Works salt barn was not bid on through the State for the upcoming winter season; and WHEREAS the Village will not participate in the State Procurement for Emergency Sourcing and will source bulls road salt through the Village's procurement process; and WHEREAS, the Village has purchased bulk road salt from Midwest Salt LLC and is satisfied with its relationship; and WHEREAS, the Village desires to contract with Midwest Salt LLC for the purchase of bulk road salt; and WHEREAS, Section 5/8-9-1 of the Illinois Municipal Code (65ILCS 5/8-9-1) allows the Board of Trustees of the Village ("Village Board"). Upon a vote of two-thirds of the trustees then holding office, to waive the requirements for competitive bidding; and WHEREAS, The Village Board has determined that it is advisable, necessary, and in the best interest of the Village to waive competitive bidding and authorize the purchase of bulk road salt from Midwest Salt LLC at a price not to exceed $78,050.00. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, as follows: SECTION 1: The Foregoing findings and recitals are hereby adopted as section One of this Resolution and are incorporated by reference as if set forth verbatim herein. SECTION 2: Waiver of Public Bid Requirements and Authority to Purchase. The Village Board hereby waives the competitive bidding requirements otherwise applicable to the purchase of bulk road salt from Midwest Salt LLC at price not to exceed $78,050.00. SECTION 3: The Village Administrator or his designee is hereby authorized to execute any documents and take any other steps necessary to purchase bulk road salt from Midwest Salt LLC at a price not to exceed $78,050.00, and to otherwise conduct this resolution. SECTION 4: This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEM NT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON THIS 1-0_ DAY OF k- 5 2026. PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYES: ABSENT: ABSTAIN: Samuel J. Forzley 1/ Janelle Kittridge Ken McClafferty Kevin Shaughnessy Rick Sniegowski V Ron Stapleton 0000 JOHN EGOFSKE President ATTEST: CHARLENE M. SMOLLEN Village Cler � Exhibit A Midwest Salt LLC Bulk Road Salt Purchase Agreement 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 Village of Lemont ("Buyer"). Seller and Buyer are each a "Party" and together the "Parties". Buyer Information Entity Name: Village of Lemont Ship -To Address: 16680 New Ave., Lemont, IL Offer / 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: 0 tons Pre -Season Price: $111.50/ton delivered In -Season Quantity: 700 tons In -Season Price: $111.50/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 Page Iof7 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 $8.00 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 Page 2 of 7 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, Page 3 of 7 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 Page 4of7 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: (i) 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 Page 5 of 7 deemed to have the same legal effect as delivery of an original signed copy of this Agreement. [Remainder of page intentionally left blank] Page 6of7 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 Business: Village of Lemont Contact: Ralph Pukula Signature: Date of Contract: SELLER Business: Midwest Salt, LLC Contact: Jason Kane Signature: Date of Contract: Page 7of7