Loading...
HomeMy WebLinkAbout109447 INDEPENDENT SALT COMPANY - CONTRACT - BID - 7541 MAPO SALTSERVICES AGREEMENT .THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and INDEPENDENT SALT COMPANY, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of eight (8) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, service provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence upon signing, and shall continue in full force and effect until July 1, 2014 unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by Services Agreement Page 1 of 20 EXHIBIT A SCOPE OF SERVICES AGENCIES The Host Agency is the Agency who is facilitating this Bid. An agency is defined as the Agencies participating in the Bid. SPECIFICATION DEVIATIONS BY THE BIDDER Any deviation from this specification MUST be noted in detail, and submitted in writing on the Bid Form. Completed specifications should be attached for any substitutions offered, or when amplifications are desirable or necessary. The absence of the specification deviation statement and accompanying specifications, will hold the Bidder strictly accountable to the specifications as written herein. Failure to submit this document of specification deviation, if applicable, shall be grounds for rejection of the item when offered for delivery. If specifications or descriptive papers are submitted with Bids, the Bidder's name should be clearly shown on each document. SPECIFICATION CHANGES, ADDITIONS AND DELETIONS All changes in Bid documents shall be through written addendum and furnished to all Bidders. Verbal information obtained otherwise will NOT be considered in awarding of Bids. DELIVERY DATE The delivery time, as stated in the Bid Form, shall be the time required to deliver the complete item after the receipt of the order or award of the Contract. Where multiple items appear on a Bid request, the Bidder shall, unless otherwise stated by the participating Agencies, show the delivery time for each item separately. If only a single delivery time is shown, it will be assumed to mean that all items included in the Bid can and will be delivered on or before the specified date. The Bidder agrees that the delivery will be completed in the time stated assuming that the time between the Bid Opening and the placing of the order, does not exceed the number of days so stipulated. The right is reserved to reject any Bid in which the delivery time indicated is considered sufficient to delay the operational needs for which the commodity/service is intended. INVOICES Individual purchase orders will be assigned to the successful Bidder(s) from the participating Agencies in this Bid and each is to be invoiced separately. All invoices submitted must show the respective Agency's purchase order number. PAYMENTS Payments will be made for all goods/services delivered within 30 days of receipt and acceptance of delivery. Services Agreernent 7541 MAPO Salt Page 10 of 20 LAWS AND REGULATIONS All applicable State of Colorado and Federal laws, City and County ordinances, licenses and regulations of all Agencies having jurisdiction shall apply to the award throughout and incorporated here by reference. SUBCONTRACTING No portion of this Bid may be subcontracted without the prior written approval by each Agency. COOPERATIVE BIDDING Other governmental agencies may be extended the opportunity to purchase off this Bid with the agreement of the successful vendor(s) and the participating MAPO Agencies. Requests for participation of other Agencies will be coordinated by the MAPO Agency hosting the Bid The Host Agency may notify the vendor(s) and the Agency wishing to participate, in writing. TERMS AND CONDITIONS MODIFICATION OF AGREEMENT No modification of award shall be binding upon any participating Agency unless made in writing and signed by authorized agents of each participating Agency. WARRANTIES Bidder warrants that all articles, materials and work will conform within applicable drawings, specifications, samples and/or other descriptions given to Agencies, and will be free from defects. Without limitation of any rights which Agencies may have by reason of any breach of warranty, goods which are not as warranted may be returned at Bidder's expense at reasonable time after delivery, for either credit or replacement, as each participating Agency may direct. OVERSHIPMENTS Material shipped in excess of quantity ordered may be returned at Bidder's expense. CANCELLATION Either party may cancel the award in the event that a petition, either voluntary or involuntary, is filed to declare the other party bankrupt or insolvent or in the event that such party makes an assignment for the benefit of creditors. PATENT GUARANTEE Bidder shall, with respect to any device or composition of Bidder's design or Bidder's standard manufacture, indemnify and hold harmless each participating Agency, its employees, officers, and agents, from costs and damage as finally determined by any Services Agreement 7541 MAPO Salt Page 11 of 20 court of competent jurisdiction for infringement of any United States Letters Patent, by reason of the sale of normal use of such device or composition, provided that Bidder is promptly notified of all such actual or potential infringement suits, and is given an opportunity to participate in the defense thereof by the Agencies. TERMINATION OF AWARD FOR CAUSE If, through any cause, the successful Bidder shall fail to fulfill in a timely and proper manner its obligations or if the successful vendor shall violate any of the covenants, agreements or stipulations of the award, the Agency shall thereupon have the right to terminate the award by giving written notice to the successful Bidder of such termination and specifying the effective date of termination. In that event, all finished or unfinished services, reports or other materials prepared by the successful Bidder shall, at the option of the Agency, become its property, and the successful Bidder shall be entitled to receive just, equitable compensation for any satisfactory work completed, prepared documents or materials as furnished. Notwithstanding the above, the successful vendor shall not be relieved of liability to the Agency for damage sustained by the Agency by virtue of breach of the award by the successful vendor and the Agency may withhold any payments to the successful vendor for the purpose of set off until such time as the exact amount of damages due the Agency from the successful vendor is determined. TERMINATION OF AWARD FOR CONVENIENCE The Agency may terminate the award at any time by giving written notice to the successful vendor of such termination and specifying the effective date thereof, at least thirty (30) working days before the effective date of such termination. In that event, all finished or unfinished services, reports, material(s) prepared or furnished by the successful Bidder under the award shall at the option of each Agency become its property. If the award is terminated by each Agency as provided herein, the successful vendor will be paid an amount which bears the same ratio to the total compensation as the services actually performed or material furnished bear to the total services/materials the successful Bidder covered by the award, less payments of compensation previously made. If the award is terminated due to the fault of the successful Bidder, termination of award for cause, relative to termination shall apply. ACCEPTANCE OF TERMS BY SHIPMENT Shipment of all or any portion of the goods covered by this order shall be deemed an acceptance of the Bid upon the terms and prices set forth herein. ASSIGNMENT Bidder shall not assign this order nor any monies to become due hereunder without the prior written consent of each Agency. Any assignment or attempt at assignment made without such consent of the Agency shall be void. TAXES Services Agreement 7541 MAPO Salt Page 12 of 20 The Agencies are exempt from City, County, State and Federal Sales/Excise Taxes. Certificates will be issued upon request. Any appropriate taxes shall be shown as a separate item on your Bid. Bidder shall obtain all appropriate tax exemption certificates from the Agencies. EQUAL OPPORTUNITY The successful firm will agree not to refuse to hire, discharge, promote, demote, or to otherwise discriminate in matters of compensation against any person otherwise qualified solely because of race, creed, sex, national origin, ancestry or physical handicap. AMERICANS WITH DISABILITIES ACT It shall be a condition that any company, firm or corporation supplying goods or services, must be in compliance with the appropriate areas of the Americans With Disabilities Act of 1990 as enacted, and from time to time amended, and any other applicable Federal regulation. A signed, written certificate stating compliance with the Americans With Disabilities Act may be required, upon request, by any participating Agency. COMMON LANGUAGE Unless otherwise specified in this document, all words shall have a common language unless the context in which they are used clearly requires a different meaning. Words in the singular number include the plural, and in the plural include the singular. Additionally, words in the masculine gender include the feminine and the neuter, and when the sense so indicates, words of the neuter gender may refer to any gender. PROPRIETARY INFORMATION All information included in any Bid that is of a proprietary nature must be clearly marked as such. Each Agency shall be held harmless from any claims arising from the release of proprietary information not clearly designated as such by the proposing firm. Because of the need for public accountability, the following information concerning the Bid will not be considered proprietary, even if such information is clearly marked as such: prices of Bid, non -financial information concerning compliance with specifications, guarantees and warranties. COMPETITIVENESS AND INTEGRITY The collective Agencies have assigned control of this acquisition process to the Host Agency identified in the Bid Notice of this document, to prevent biased evaluations and to preserve the competitiveness and integrity of such acquisition efforts. Offerors are to direct all communications regarding this Bid to the designated Host Agency, unless otherwise specifically noted. Attempts by offering firms to circumvent this requirement will be viewed negatively and may result in rejection of the offer of the firm found to be in non-compliance. The Host Agency may refer communications to other participating Agencies for clarification. Services Agreement 7541 MAPO Salt Page 13 of 20 FOB POINT The FOB point shall in all cases be destination(s). CREDIT If a vendor places any dollar limitations for credit extended on a purchase order, the participating Agencies will consider such limitations in the evaluation of the Bids. Any credit limits without justification may cause the Agencies to disqualify the Bid. Additionally, MAPO Agencies will not complete credit applications. SPECIAL INSTRUCTIONS TO BIDDERS Road Salt Requirements for the 2013-2014 Colorado Political Subdivisions A. COLLECTIVE Each item on the bid must be bid individually, and the Agencies reserve the right to accept the lowest and best bid per item, combination of items, or all items combined, whichever is deemed in the best interest, and actual applications as appropriated by the Agencies. Releases to be made as required throughout the period of the award. Consideration will be given to vendors with a favorable firm price period with no minimum release requirements. Prices must remain in effect from Date of Award through July 1, 2014. The quantities listed are estimates and may increase or decrease as deemed necessary by the Agencies unless fixed quantities are stated. In the event of any emergency where quick delivery is a necessity and the successful bidder cannot meet the time constraints, the political subdivision may order from another vendor in order to meet that emergency only. Vehicles shall not be operated on any roadway in excess of the legal weight limitation. The contractor shall be responsible for any and all fines incurred for being overloaded as well as any other safety or moving violations. Overweight trucks will not be accepted or unloaded. All equipment must comply with city, county, state and DOT rules, regulations, requirements, etc. which apply. All operators must be properly licensed for the type of equipment being operated. The Local Agency reserves the right to reject any improperly licensed equipment or operator. Services Agreement 7541 MAPO Salt Page 14 of 20 7. This award shall be available for use by Local Governments and Political sub -divisions in the state of Colorado. This award may be extended for an additional 4 (four) twelve (12) month periods, contingent upon future years funding, and agreement of the Agencies and vendor. B. SPECIAL BID CONDITIONS All orders will be in truck load quantities or railcars. 2. All prices quoted are to be F.O.B. destination. All salt to be bulk delivery as designated per attached sheets. No deliveries will be accepted on either Saturday or Sunday, unless permission has been previously granted by the ordering agency. At least twenty-four (24) hours prior notice must be given before any delivery will be accepted at any destination unless the condition is waived by the political subdivision when the order is placed with the vendor. All deliveries must be accompanied by a certified weight ticket, otherwise the shipment may be refused. Unloading instructions will vary depending upon the need of each political subdivision and are given on the bid sheets in detail. Additional delivery instructions which do not affect the vendor's cost may be included on the blanket purchase order. 3. A blanket purchase order will NOT be issued on behalf of the political subdivision. Each agency will send a purchase order to the Vendor. If any problems arise in the performance of the resulting contract, the hosting agency, City of Fort Collins, should be notified immediately and will assist in the problems solution. 4. After October 15, 2013 all orders of from one (1) to five (5) truck loads must be delivered within 10 (10) working days and orders of more than five (5) truck loads must be delivered within twenty (20) working days. For each day beyond those deadlines in which delivery is made, twenty-five dollars ($25) shall be deducted from any monies due the vendor, not as a penalty but as liquidated damages notwithstanding any act of God. In the event that the vendor fails, refuses or otherwise declines to perform in accordance with the terms of the contract, the political subdivision may then purchase the road salt ordered from the vendor from any other source and the vendor shall be liable for the difference between the contract prices and the purchasing price of said material in addition to any liquidated damages that are due and owing the political subdivision. Termination of the contract will be done by notifying both the vendor and the City of Fort Collins, in writing, in the event of the vendor's failure to perform. 5. Any representative samples of delivered material that fail to meet the specifications relative to gradation or moisture content will be penalized succeeding deliveries failing to meet specifications. Services Agreement 7541 MAPO Salt Page 15 of 20 6. The resulting contract shall be in effect from the date of the award until July 1, 2014 7. In order to minimize the possibility of any single vendor being committed to delivering more road salt that he can effectively haul, you are asked to specify a maximum quantity of road salt which you can satisfactorily deliver to the local governments on this bid invitation. If you are the low responsive, responsible bidder on more than the amount you specify, you will be given the opportunity to select those contracts which you most desire. 8. Should a bidder find discrepancies in, or omissions from the special bid conditions and/or specifications or should be in doubt as to their meaning, please notify the City of Fort Collins Purchasing, John Stephen, CPPO, LEED AP, Senior Buyer, PO 580, Ft Collins, CO. 80522, (970) 221-6775. the point in question is not fully set forth, a written addendum will be e- mailed to the vendors. 9. Price changes will be allowed for increases or decreases in freight rates upon written approval by the hosting agency. PRODUCT SPECIFICATIONS Rock Salt Must meet AASHTO Specifications for Sodium Chloride M 143-74, Type 1, Grade 1 or Grade 2 as specified on the bid sheets. In addition, representative samples of delivered material must meet the following maximum moisture content requirements when dried to a constant weight at 105 C: • Salt must be mined rock salt and not evaporated sea salt. Untreated Sodium Chloride 2% maximum • Sodium Chloride with non -caking and/or anti -freeze additives - 3% maximum • Non -caking additive may be called for by the ordering agency and must meet the following specifications. Non -caking additive. Yellow Prussiate of Soda (YPS), or other approved chemical shall be uniformly added to the Sodium Chloride at a ratio of not less than 200 parts per million (200ppm) to produce a non -caking material when subjected to the following test: the materials shall be exposed to two (2) twenty-four moisture cycles from 3% minus moisture by weight to 25% plus moisture and back to 3% moisture. The addition of the YPS to the Sodium Chloride shall be done prior to stockpiling and shall be done in such a manner as to produce a uniform coating throughout all crystals. Solar/Evaporated Salt The salt specification shall meet the following minimum requirements: Services Agreement 7541 MAPO Salt Page 16 of 20 1. Moisture Content —5.0% Maximum 2. Insoluble Material — 1.0% Maximum 3. Gradation — Sieve Wt. % Size Passing 3/4" 100 #4 20 — 100 #8 10 - 60 #30 0 - 15 4. Anti -Caking agent will be included to insure that the material remains free from hard caking and suitable for its intended purpose. 5. Material must be clean and free from extraneous matter. The material must be homogenous or manufactured in such a manner to assure that the corrosion inhibitor, anti -caking agent and the chemical product does not segregate. 6. The salt shall be dried to a maximum moisture content of 5.0 % (percent by weight). Water in excess of 5.0% of dry salt weight will not be accepted. 7. Insoluble Residue - The salt shall have a maximum insoluble residue of 1.0 % (percent by dry weight). Services Agreement 7541 MAPO Salt Page 17 of 20 EXHIBIT B COMPENSATION r1e 8. , .K�, .. a d, �•�. City of Fort Collins- Stree6 Dept 6259th Streetl PO Box 580 8,000 Rock Salt Grade 1(regular) Bulk Non -Caking $57.68 Fort Collins, CO 80522 City of Thomin - Street Operations -2,000 9500 Civic Center Dive Rock Salt Grade 1 (regular) Bulk Nan -Caking $66.59 Thorni C080229 City of Grand Junction - Stree6 Division 333 West Avenue Building A 1,030 Rock Salt Grade l (regular) Bulk None 5111.51 Grand Junction, CO 81501 Ct y of Golden 1445 10th`Street 200 Rock Salt Grade 1 (regular) Bulk Non -Caking $66.94 Golden, GO 80401 Adams County Public Works 4955 E 74h Avenue 2,000 Rock Salt Grade 1 (regular) Bulk Non -Caking $65.75 Commerce City ,C080022 City. of Wheat Ridge 7500 W 296Avenue 800-1,000 Rock Salt Grade 1 (regular) Bulk Non -Caking $66.25 Meet Ridge; C080033 CilyofAurora- Stee6DNision 15740 E 32nd Avenue 3,340 Rock Salt Grade 1 (regular) Bulk Non -Caking $67.68 Aurora, CO 80011 City of WesVninsdter - Street Operations 66575 W 88th Avenue 2,500 Rock Salt Grade 1 (regular) Bulk Non -Caking $66.64 Westroinslar,'CO 80031 City of Brighton 500 S 4111 Avenue 100 Rock Salt Grade 1 (regular) Bulk Non -Caking $67AB Brighten, CO 80601 Araphoe County Road & Bridge Division 7600 3 Peoria Street 500b00 Rock, Salt Grade 1 (regular) Bulk Non -Caking $70.65 Englewood. C060012 - - - 660-700 " Rock Salt . Grade 1 (regular) Bulk Non -Caking $68.00 City of Arvada - Streets Deivision 6161 Wadsworth Blvd 2,500 Rode Salt Grade 1 (regular) Bulk Non -Caking $65.87 Arvada, C080003 El Paso County DOT 3275 Akers Drive "1,000- Rock Salt Grade I(regular) Bulk Non -Caking $79.80 Colorado Springs, C080233 City of Norlhglenn 12301 Claude Court 1,500 Rock Salt Grade 1 (regular) Bulk Non -Caking $66.97 Northglenn, C080241 City of Centennial 13133E Araphoe Road . 2,000 Rock Salt Grade 1 (regular) -- Bulk None $68.28 Centennial; C080012 - 500 Solar Salt Grade 1(regular) Bulk None NOSID Services Agreement 7541 MAPO Salt Page 18 of 20 EXHIBIT C INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Services Agreement 7541 MAPO Salt Page 19 of 20 such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Independent Salt Company City of Fort Collins Attn: SK Olson Attn: Purchasing Dept, PO Box 36 PO Box 580 Kanopolis, KS 67454 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, Fifty -Seven Dollars and Sixty - Eight Cents ($57.68) per ton delivered, in accordance with the attached Exhibit "B", consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. Services Agreement Page 2 of 20 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the "City') pursuant to this Agreement (the "Agreement"), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as "information") that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City , or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City) . The Service Provider shall not disclose any such information to any person not having a legitimate need -to -know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City's remedies at law for a breach of the Service Provider's obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Services Agreement 7541 MAPO Salt Page 20 of 20 A4 "® CERTIFICATE OF LIABILITY INSURANCE DAM 9/13/ 0Dln2 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER CONTACT NAME: Brenda Smith PHONEE (BOO)563-1871 F Not :(785)825-5098 Assurance Partners 2090 S Ohio ppopEs$;bsmith@yourassurance.com PO Box 1213 PUS DU TOMER ID 00000749 INSURE S AFFORDING COVERAGE NAIC4 Salina KS 67402-1213 INSURED INSURER A:Federal Insurance Compariv 0281 Independent Salt Company INSURER B: - INSURER C KCI, Inc. PO Box 36 INSURER D INSURER E : Kanopolis KS 67454 INSURERF: COVERAGES CERTIFICATE NUMBER:12/13 All Lines REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL USR POLICY NUMBER POLICY EFF MMmO POCYEXP LI MMIDD UMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAMS -MADE FXI OCCUR 7110044 9/16/2012 9/16/2013 DAMAGE TO PREMISE Edccowrn n $ 1,000,000 MED EXP (My oneperson) $ 5,0()0 PERSONAL S ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENL AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOPAGG $ 2,000,000 X POLICY F'RO- LOC $ A AUTOMOBILE X UAMLJTY ANY AUTO ALL OWNED AUTOS 8389735 9/16/2012 9/16/2013 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY(Per aereon) $ BODILY INJURY (Par accident) $ X SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Peraccident) $ $ X NON -OWNED AUTOS UMBRELLA LIAB X DCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5, 000, 000 X EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ A X RETENTION $ Q 9764048 9/16/2012 9/16/2013 $ WORKERS COMPENSATION - &CSTATU- I I OTH. AND EMPLOYERTUABILITY YIN E.L. EACH ACCIDENT $ ANY PROPRIETOWPARTNER XECUNVE ❑ OFFICERIMEMBER EXCLUDED? N/A E.L DISEASE - EA EMPLOYEE $ (raan40tory In NH) Ito, describe under DESCRIPTION OF OPERATIONS W. EL. DISEASE -FVUCY UMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, A4dibnal Remarlu Sche ule, H more coca le r"ulre4) City of Fort Collins, CO is named as additional insured respecting General Liability coverage for Independent Salt Company as regards Independent Salt's product. (970)221-6707 City of Fort Collins ATTN: Purchasing Department PO Box 280 Fort Collins, CO 80522-0580 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Bailey/LBAILE ©1988-2009 ACORD CORPORATION All rinhte mAAruo I1,15025 (200909) I he AGGRO name and logo are registered marks of ACORD 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. Service Provider may, however, subcontract the [...] work or other portions of the Work by providing notice to the City of its intent to do so. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Services Agreement Page 3 of 20 Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12, Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Services Agreement Page 4 of 20 Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non -defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required Services Agreement Page 5 of 20 from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17, Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement, and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Services Agreement Page 6 of 20 Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department') made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Services Agreement Page 7 of 20 Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Services Agreement Page 8 of 20 CITY OF FORT COLLINS, COLORADO a municip rporation� By: Gerry Paul Director of Purchasing and Risk Management Date: 7 hh In jdeennt Salt Company By: S. K. Olson PRINT NAME VP -Distribution CORPORATE PRESIDENT OR VICE PRESIDENT Date: 08/27/2013 ATTV: (Corporate Seal) CORPORATE ARY Services Agreement Page 9 of 20