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HomeMy WebLinkAbout2024 -R-2 Resolution Designating Purchase of Clearlane Enhanced Deicer From Cargill as Special Purchase in Pursuant to IC 5-22-10 RESOLUTION NO. 2024-R- BEFORE THE BOARD OF PUBLIC WORKS AND SAFETY CITY OF JEFFERSONVILLE, INDIANA A RESOLUTION DESIGNATING PURCHASE OF CLEARLANE ENHANCED DEICER FROM CARGILL AS SPECIAL PURCHASE PURSUANT TO IC 5-22-10 WHEREAS, the City of Jeffersonville is an Indiana municipal corporation; and WHEREAS, the Board of Public Works and Safety ("BPW") is the designated purchasing agent for the City of Jeffersonville; and WHEREAS, the City of Jeffersonville desires to purchase a ClearLane Salt enhanced deicer to be used by its Street Department; and WHEREAS, the City of Jeffersonville needs sufficient salt to treat city streets and roads during winter weather; and WHEREAS, soliciting quotes from vendors for ClearLane Salt enhanced deicer would create an undue delay and threaten the public health, welfare or safety of City of Jeffersonville residents; and WHEREAS, the ClearLane Salt enhanced deicer is the most effective component in treating city streets and roads; and WHEREAS, purchasing salt other than ClearLane Salt enhanced deicer would impair the functioning of the street department when treating city streets and roads; and WHEREAS, Cargill is the single source of supply for ClearLane Salt enhanced deicer in the local area; and WHEREAS, I.C. 5-22-10(4)authorizes the BPW, as the purchasing agent,to make special purchases where competitive bidding would threaten public health, welfare or safety; and WHEREAS, I.C. 5-22-10(9)authorizes the BPW, as the purchasing agent,to make special purchases where competitive bidding would impair the functioning of the using agency; and WHEREAS, I.C. 5-22-10-13 authorizes the BPW, as the purchasing agent, to award a contract for a supply when there is only one (1) source of supply; and NOW, THEREFORE BE IT RESOVLED by the Board of Public Works and Safety that it finds that purchasing ClearLane enhanced deicer from Cargill, as described in attached Exhibit "A", is hereby designated a special purchase pursuant to I.C. 5-22-10(4) based upon the fact that competitive bidding would threaten public health, welfare and safety; and IT IS FURTHER RESOLVED by the Board of Public Works and Safety that the purchase of ClearLane enhanced deicer from Cargill, as described in attached Exhibit"A", is hereby designated a special purchase pursuant to I.C. 5-22-10(9) based upon the fact that competitive bidding would impair the functioning of the City street department; and IT IS FURTHER RESOVLED by the Board of Public Works and Safety that the purchase of ClearLane enhanced deicer from Cargill is hereby designated as a special purchase pursuant to I.C. 5-22-13 based upon the fact that Cargill is the only source of ClearLane enhanced deicer in the local area; and SO RESOLVED (2024-R- - ) on this - day of January, 2024. Mayor Mike M ore Presiding Officer Attest: Lisa Gill, Clerk EXHIBIT"A" PURCHASE ORDER WITH CARGILL Cargill Salt, Road Safety 24950 Country Club Blvd,Suite 450 North Olmsted,OH 44070 Thursday,January 11,2024 Billing Information Shipping Information 'Contact Information Account Number 2500011095 Attn: VALUED CUSTOMER Name Jeffersonville IN Title • Address 1 1003 Fulton St Phone P O Box I Fax City State Zip Jeffersonville, IN 47130 Mobile County e-mail Cargill,Incorporated Deicing Technology Business Unit("Cargill")is pleased to submit the following quote for your DEICING SALT needs for the 2023/2024 season. Product Pick-up Delivered Estimated Tons Terminal 100012763-ClearLane®enhanced deicer $106.00 $119.00 2000 Louisville KY THE PRODUCT QUOTED IN THIS AGREEMENT IS INTENDED FOR BULK DEICING USE ONLY. PLEASE SIGN AND RETURN THIS QUOTE LETTER TO OUR ATTENTION WITHIN TEN(10)BUSINESS DAYS FROM DATE OF LETTER. WE CANNOT UPDATE YOUR ACCOUNT FOR THIS YEAR WITHOUT THE SIGNED QUOTE LETTER. THIS PRICE QUOTE LETTER DOES NOT CONSTITUTE AN ORDER. ORDERS MUST BE PLACED BY CALLING CUSTOMER SERVICE AT 800-600-SALT(7258). ORDERS BEING PLACED FOR PICKUP MAY NOT BE AVAILABLE FOR 24 HOURS FROM THE TIME THE ORDER IS PLACED. TERMS AND CONDITIONS- • Provided this Price Quote Letter is signed and returned within ten(10)business days from the Date,Cargill agrees to hold the quoted prices firm from January 11, 2024 through April 30,2024.Notwithstanding the foregoing,the prices contained in this Price Quote Letter are contingent on Customers adherence to these Terms and Conditions and the attached Terms and Conditions of Sale,including,but not limited to.Customer's compliance with the Customer account's payment and credit terms stated below. • If purchase is not made by December 31,2023,Cargill reserves the right to revoke the pricing provided in this Price Quote Letter. • The Estimated Tons figure is an estimate of the total quantity of each Product(s)to be purchased by Customer under this Price Quote Letter. Customer is not obligated to purchase a minimum percentage of the Estimated Tons. Cargill is not obligated to sell Customer any quantity of the Estimated Tons. • Cargill's obligation to sell Product(s)is SUBJECT TO PRODUCT AVAILABILITY. Cargill has the right to(i.)decline,or suspend shipments of,any Customer order placed under this Price Quote letter or(ii)terminate this Price Quote Letter if, at any time, Cargill encounters Product shortages due to commitments to other customers. In addition,Cargill reserves the right to decline,or suspend shipments of,any Customer order placed under this Price Quote Letter for any reason(s) relating to Conditions at any Cargill terminal/production facility,weather conditions.or any other reason that may affect Cargill's ability to accept orders • Estimated delivery time three to seven business days after release of an order.This quote assumes that Product will be delivered from or picked up at the terminal set forth above. Sourcing of products from another Cargill facility is subject to availability and additional fees that may be applied to your account.Cargill's sale of Product is expressly conditional upon these Terms and Conditions and Customer's acceptance of the attached Terms and Conditions of Sale. Any terms which may exist on the Customer's standard purchase order(or similar forms)and which alter or are inconsistent with the terms and conditions will be of no legal force or effect and will not govern the transaction contemplated by this Price Quote Letter. • By accepting,Customer agrees that this Price Quote Letter(including the Terms and Conditions and the attached Terms and Conditions of Sale)constitutes the entire understanding between Cargill and Customer and supersedes all other prior agreements or quotations,whether written or oral,between Cargill and Customer with respect to the Product(s).Any individual signing this Price Quote on behalf of Customer represents and warrants that they have full authority to do so,and that the transaction described herein is consistent with any applicable procurement regulations. Payment Terms NET 30 Credit Limit ESTABLISHED Payment terms&credit limits are subject to change. Thank you for the opportunity to be of service. We are looking forward to supplying your salt needs. Cargill,Incorporated Accepted Salt,Road Safety Signature: Kaitlyn Jackson District Manager Name: Kaitlyn Jackson©cargill.com 800-600-7258-p Title. e-mail: Confidential-This document is intended only for the named recipient(i.e.,Seller)and contains confidential information Anyone other than the Seller is not permitted access to this information.Any dissemination or distribution of this information is a breach of the terms and conditions of this document If you have Pg 1 of 2 received this document in error,please advise CDT by reply e-mail/mail at the address above,and delete this document and any email related thereto Cargill Deicing Technology Business 24950 Country Club Blvd, Suite 450 North Olmsted,OH 44070 Please notify us of any required changes to your account information. Any incorrect information will delay your account setup. Billing Information Shipping Information Name: DBA(If applicable) Address 1 Address 2 City State Zip County Attn: Phone Fax e-mail: TERMS AND CONDITIONS OF GOVERNMENT ROAD SALT SALES 1. TERMS TO GOVERN.The terms and conditions set forth herein shall constitute the sole 7. INCREASES.My advance in applicable freight rates or taxes taking effect before the terms and conditions of sale for this quotation(the"Quote")and any orders placed thereunder. fulfillment of orders placed under this Quote shall be for Buyer's account. All demurrage or No other terms or conditions,whether contained in Buyers purchase order or elsewhere,shall detention charges shall be for Buyers account. Seller reserves the right to add energy and/or be binding on Seller unless agreed to in writing by Seller. transportation related surcharges for Buyers account.In addition,if Seller is unable,for any reason,to supply the goods from its plant closest to Buyers facility,then Seller may,but is not 2. TITLE/RISK OF LOSS.Title and risk of loss shall pass to Buyer at the time the goods are required to,supply the goods from another plant,to the extent it is available,subject to Buyer's delivered to or picked up by Buyer. payment of all increased freight costs. 3. PAYMENT AND CREDIT TERMS.Failure of the Buyer to pay on the due date for products 8. DELIVERY.Buyer shall furnish complete shipping instructions in sufficient time to enable shipped shall give Seller the right,but not the obligation,to suspend further shipment,without Seller to perform its obligations hereunder.Seller shall not be obligated to make shipment in notice to the Buyer,until all previous shipments are paid,or to terminate this agreement and absence thereof.If more than one delivery is called for,each delivery is to be considered a seek all available remedies from Buyer.Interest at the maximum rate permitted by law will accrue separate contract for purposes of furnishing complete shipping instructions by Buyer.Unless on all invoices unpaid as of the net due date.All payments by Buyer shall be final 180 days after otherwise provided for herein,if the Quote provides for deliveries over a period exceeding one shipment of the goods and Buyer shall have no right to audit payments or deduct future month,Seller shall not be obligated to deliver in any thirty day period more than approximately payments after such date.Notwithstanding anything else herein contained,Seller reserves the equal monthly quantities,in relation to the total amount. The destination routing of shipments right to modify payment terms or to allow no credit whatsoever to Buyer if Seller determines that will be at Sellers option. it cannot grant Buyer the credit terms which are specified herein or Buyers credit changes.Buyer understands that this reservation is necessary to allow Sellers credit department to have 9. TERMINATION.If either party breaches any of its obligations under this Quote or any order adequate time to review Buyers credit status. thereunder,the non-breaching party may give ten(10)day notice of termination,and if the breach has not been cured during the said 30-day period,this Quote shall terminate. In the 4.WARRANTY AND LIMITATION OF LIABILITY.Seller warrants that it has the right to convey event Buyer files a voluntary petition in bankruptcy,makes an assignment for the benefit of good title to the goods and that the goods will be delivered free of all liens and encumbrances. creditors;is adjudicated as bankrupt;and/or becomes insolvent,Seller may terminate this EXCEPT FOR THE WARRANTIES SPECIFICALLY SET FORTH ABOVE, SELLER Agreement effective immediately. Termination,pursuant to this Section,while being in itself a DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE remedy for breach,shall not preclude any other legal or equitable remedy which is available to PRODUCTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF the terminating party. MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SELLER BE LIABLE FOR TO BUYER,OR TO ANY THIRD PARTY,FOR ANY 10. TAXES.Buyer shall be liable for any taxes or other exactions levied by Federal,State or INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY local authorities upon the sale,delivery,storage,consumption or transportation of the goods or DAMAGES OF WHATSOEVER NATURE (INCLUDING, BUT NOT LIMITED TO, LOST services,and if any such items are paid or required to be paid by Seller,the amount shall be BUSINESS, LOST PROFITS, DAMAGE TO GOODWILL OR REPUTATION AND/OR added to and become part of the price payable to Seller for such goods or services. DEGRADATION IN VALUE OF BRANDS, TRADEMARKS, TRADENAMES, SERVICE NAMES OR SERVICE MARKS)WHETHER ARISING OUT OF BREACH OF CONTRACT, 11. ASSIGNMENT.The rights and obligations under this Quote are not assignable by Buyer WARRANTY, TORT (INCLUDING NEGLIGENCE, FAILURE TO WARN, OR STRICT unless in writing and signed by Seller. LIABILITY)OR OTHERWISE. 12.FORWARD CONTRACT. The Parties agree that the transactions hereunder constitute a 5. EXCLUSIVE REMEDY.If upon delivery to Buyer the goods appear not to meet the above "Bard contract'within the meaning of the United States Bankruptcy Code and that each Party warranty,Buyer shall immediately notify Seller who shall have a right to inspect them. Buyer is a"forward contract merchant'within the meaning of the United States Bankruptcy Code. shall not return,repair or dispose of any goods that fail to meet the above warranty without 13,CONTRACT AMBIGUITIES.The Parties acknowledge that they have had the opportunity Sellers written consent. In the event Seller breaches the above warranty,Buyers sole and to consult with legal counsel of their own choosing.As a result,the rule of construction that exclusive remedy and Sellers sole and exclusive liability shall be limited to,at Sellers option,replacement of non- forming goods with conforming goods or return of the purchase price. provides that ambiguities in a contract shall be construed against the drafter shall not apply to cemcon these terms and conditions and the Parties waive any such defense to the terms of these terms 6. FORCE MAJEURE.Seller shall be excused for failure to deliver or delay occasioned by and conditions. conditions beyond Sellers reasonable control,including,but not limited to,Acts of God.fire flood, windstorm, acts of governmental authorities, strikes shortage of raw materials, breakdown,shortage or non-availability of transportation facilities or equipment or any similar event not within Seller's control. In the event Seller is unable to supply the total requirements of its customers,Seller may allocate its available supply among its customers in a manner deemed by Seller to be fair and equitable.If Seller declares force majeure hereunder,Seller may cancel any unperformed portion hereof upon ten(10)days written notice to Buyer. Confidential-This document is intended only for the named recipient(i.e.,Seller)and contains confidential information.Anyone other than the Seller is not permitted access to this information.Any dissemination or distribution of this information is a breach of the terms and conditions of this document.If you have received this Pg 2 of 2 document in error,please advise CDT by reply e-mail/mail at the address above,and delete this document and any email related thereto