HomeMy WebLinkAboutC17-352 Intrepid Potash - Moab LLCAGREEMENT FOR ROAD SALT MATERIALS BETWEEN
EAGLE COUNTY, COLORADO
AND
INTREPID POTASH — MOAB, LLC.
THIS AGREEMENT ("Agreement") is effective as of —__ 1 n/1f(2QJZ___— by and between
Intrepid Potash — Moab, LLC, a Delaware limited liability company (hereinafter "Vendor") and Eagle County,
Colorado, a body corporate and politic (hereinafter "County").
WHEREAS, County desires to purchase 300 tons of medium road salt material (hereinafter "Road Salt Material" or
"Materials"] for its various County Roads from Vendor; and
WHEREAS, Vendor is authorized to do business in the State of Colorado and has the time, skill, expertise, and
experience necessary to provide the Materials as set forth below in Paragraph I hereof; and
WHEREAS, this Agreement shall govern the relationship between Vendor and County in connection with the
procurement of Road Salt Material.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the following promises Vendor and County agree as
follows:
1. Materials. Vendor agrees to procure and deliver 300 tons of medium road salt material as described in
Exhibit A which is attached hereto and incorporated herein by reference. The Materials shall be delivered to the
Maintenance Service Center ("MSC") located at 3289 Cooley Mesa Road in Gypsum, CO 81637. The Road Salt
Material shall be provided in accordance with the provisions and conditions of this Agreement.
a. Vendor agrees to furnish the Road Salt Material no later than December 1, 2017. By signing
below, Vendor represents that it has the expertise and personnel necessary to properly and timely provide the Road
Salt Material.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement
shall prevail.
C. County shall have the right to inspect all Road Salt Material. Inspection and acceptance shall not
be unreasonably delayed or refused. In the event County does not accept the Road Salt Material because the
Materials do not meet the County's specifications in a material way, then Vendor shall upon County's request and at
no charge to County, at Vendor's election either:
i. take the Road Salt Material back; or
ii. exchange the Road Salt Material.
2. County's Representative. The Road and Bridge Department's designee shall be Vendor's contact with
respect to this Agreement.
C17-352
3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to
the provisions of Paragraph 10 and other provisions that may survive termination hereof, shall continue in full force
and effect through the 1" day of December, 2017.
4. Extension or Modification. Any amendments or modifications shall be in writing signed by both parties.
No additional Materials shall be provided by Vendor unless and until Vendor has obtained written authorization and
acknowledgement by County for such additional materials in accordance with County's internal policies.
Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied
acceptance of alterations or additions to the Materials, and no claim that County has been unjustly enriched by any
Materials, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the
compensation payable hereunder. In the event that written authorization and acknowledgment by County for such
additional materials is not timely executed and issued in strict accordance with this Agreement, Vendor's rights with
respect to such additional materials shall be deemed waived and such failure shall result in non-payment for such
additional materials.
S. Compensation. County shall compensate Vendor for the Materials in a sum computed and payable as set
forth in Exhibit A. The compensation under this Agreement shall not exceed $22,575.
a. Payment will be made for Materials satisfactorily delivered and accepted by County within thirty
(30) days of receipt of a proper and accurate invoice from Vendor. All invoices shall include detail regarding the
Materials and such other detail as County may reasonably request.
b. If, at any time during the term or after termination or expiration of this Agreement, County
reasonably determines that any payment made by County to Vendor was improper because the Materials for which
payment was made were not provided materially as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, Vendor shall forthwith return such payment(s) to
County, and County at Vendor's request will return the Materials to Vendor at no cost to County. Upon termination
or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to
County.
C. County will not withhold any taxes from monies paid to the Vendor hereunder and Vendor agrees
to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to
the terms of this Agreement.
d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no
obligations under this Agreement after, nor shall any payments be made to Vendor in respect of any period after
December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the
Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local
Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X,
Sec. 20).
b. Insurance. Vendor agrees to provide and maintain at Vendor's sole cost and expense, the following
insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
Workers' Compensation insurance as required by law.
2
Eagle County Materials and Equipment Agreement 5114
ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined
bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
persona I/ad vert i s ing injury, prod uctslcompleted operations, broad form property damage with limits of liability not
less than $1,000,000 per occurrence and $1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and
volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iii. The parties hereto understand and agree that the County is relying on, and does
not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and
protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise
available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and
volunteers.
iv. Vendor is not entitled to workers' compensation benefits except as
provided by the Vendor, nor to unemployment insurance benefits unless unemployment compensation coverage is
provided by Vendor or some other entity. The Vendor is obligated to pay all federal and state income tax on any
moneys paid pursuant to this Agreement.
7. Indemnification. The Vendor shall indemnify and hold harmless County, and any of its officers, agents and
employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any
such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any
performance or nonperformance by Vendor or any of its subcontractors hereunder; and Vendor shall reimburse
County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with
investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to
claims by third parties against the County to the extent that County is liable to such third party for such claims
without regard to the involvement of the Vendor. This paragraph shall survive expiration or termination hereof.
Vendor will not be liable for any special, incidental, indirect, or consequential damages of County.
S. Documents. Vendor shall execute any bill of sale or other documents reasonably required by County to
transfer title of the Materials to County.
9. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally
delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx
or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv)
when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with
confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days
prior written notice of such change to the other party.
3
Eagle County Materials and Equipment Agreement 5114
Eagle County Road and Bridge
Atten: John Harris
500 Broadway
Post Office Box 250
Eagle, CO 81631
Telephone: 970-328-3542
Facsimile: 970-328-3546
E-mail: john.harris@eaglecounty.us
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
Telephone: 970-38-8685
Facsimile: 970-328-8699
E -Mail: atty@eaglecounty.us
VENDOR:
Intrepid Potash — Moab, LLC
Atten: Frank Martorana
707 17th Street Ste. 4200
Denver, CO 80202
Telephone: 303-996-4983
E -Mail: frank.martorana@intrepidpotash.com
10. Terminalis. County may terminate this Agreement, in whole or in part, at any time and for any reason,
with or without cause, and without penalty therefor with 14 calendar days' prior written notice to the Vendor. Upon
termination of this Agreement, Vendor shall immediately provide County with all documents as defined in
paragraph 8 hereof, in such format as County shall direct and shall return all County owned materials and documents
in the possession of Vendor, if any. County shall pay Vendor for Materials delivered in accordance with Section 1
prior to the date of termination.
It. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this
Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
12. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R -S. 24-71.3-1O1 to 1.21.
13. Other Cwt Requirements and Vendor Representations.
4
Eagle County Materials and Equipment Agreement 5114
a. Vendor has familiarized itself with the intended purpose and use of the Materials to be provided
hereunder, the intended use of such Materials by County, and with all local conditions, federal, state and local laws,
ordinances, rules and regulations that in any manner affect cost, progress, or the Materials.
b. Vendor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of this Agreement.
C. The fact that the County has accepted or approved the Materials shall not relieve Vendor of any of
its responsibilities. Vendor represents and warrants that it has the expertise and personnel necessary to properly
perform the terms of this Agreement. Vendor shall provide appropriate supervision to its employees to ensure the
performance in accordance with this Agreement. Vendor will provide the Materials in a skillful, professional and
competent manner and in accordance with the standard of care applicable to vendors supplying similar materials.
d. Intentionally Omitted.
e. Vendor hereby represents and warrants that the Materials will be new and not mixed with or co -
mingled with other material.
Intentionally Omitted.
g. Vendor warrants that title to all Materials shall pass to County either by acceptance by County at a
County facility or upon receipt by Vendor of payment from County (whichever occurs first) free and clear of all
liens, claims, security interests or encumbrances. Vendor further warrants that Vendor (or any other person
performing work) purchased all Materials free and clear of all liens, claims, security interests or encumbrances.
Notwithstanding the foregoing, Vendor assumes all risk of loss with respect to the Materials until County has
inspected and approved the same.
h. Intentionally Omitted.
i. Guarantees and warranties shall not be construed to modify or limit any rights or actions County
may otherwise have against Vendor in law or in equity.
j. Vendor agrees to work in an expeditious manner, within the sound exercise of its judgment and
professional standards, in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
k. This Agreement constitutes an agreement for performance by Contractor as an independent
Contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a
relationship of employer-employee, master -servant, partnership, joint venture or any other relationship between
County and Vendor except that of independent Vendor. Vendor shall have no authority to bind County.
1. Vendor represents and warrants that at all times in the performance of the Agreement, Vendor
shall comply with any and all applicable laws, codes, rules and regulations.
In. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understanding between the parties with respect thereto.
5
Eagle County Materials and Equipment Agreement 5114
n. Vendor shall not assign any portion of this Agreement without the prior written consent of the
County. Any attempt to assign this Agreement without such consent shall be void.
o. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties, and not to any third party.
p. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver
thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach.
q. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
r. The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Materials described in this Agreement. The Vendor has no
beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the
Agreement and Vendor shall not employ any person having such known interests.
S. The Vendor, if a natural person eighteen (18) years of age or older, hereby swears and affirms
under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to
federal law, (ii) to the extent applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this
Agreement.
14. Prohibitions on Government Contracts. As used in this Section 14, the term undocumented individual will
refer to those individuals from foreign countries not legally in the United States as set forth in C.R -S. 547.5401, et.
seq. If Vendor has any employees or subcontractors, Vendor shall comply with C.R.S. 8-17.5-101, et. seq., and this
Agreement. By execution of this Agreement, Vendor certifies that it does not knowingly employ or contract with an
undocumented individual who will perform under this Agreement and that Vendor will participate in the E -verify
Program or other Department of Labor and Employment program ("Department Program") in order to confirm the
eligibility of all employees who are newly hired for employment to perform Services under this Agreement.
a. Vendor shall not:
Knowingly employ or contract with an undocumented individual to perform Services
under this Agreement; or
ii. Enter into a subcontract that fails to certify to Vendor that the subcontractor shall not
knowingly employ or contract with an undocumented individual to perform work under the public contract for
services.
b. Vendor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement through participation in the E -Verify Program or Department
Program, as administered by the United States Department of Homeland Security. Information on applying for the
E -verify program can be found at:
httos://www.uscis.aov/e-verify
C. Vendor shall not use either the E -verify program or other Department Program procedures to
undertake pre-employment screening of job applicants while the public contract for services is being performed.
6
Eagle County Materials and Equipment Agreement 5114
d. If Vendor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an undocumented individual, Vendor shall be required to:
i. Notify the subcontractor and County within three (3) days that Vendor has actual
knowledge that the subcontractor is employing or contracting with an undocumented individual; and
ii. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to subparagraph (i) of the paragraph (d) the subcontractor does not stop employing or
contracting with the undocumented individual; except that Vendor shall not terminate the contract with the
subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor
has not knowingly employed or contracted with an undocumented individual.
C. Vendor shall comply with any reasonable request by the Department of Labor and Employment
made in the course of an investigation that the department is undertaking pursuant to its authority established in
C.R.S. 8-17.5-102(5).
f. If Vendor violates these prohibitions, County may terminate the Agreement for breach of contract.
If the Agreement is so terminated specifically for breach of this provision of this Agreement, Vendor shall be liable
for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Vendor violates this provision of this
Agreement and County terminates the Agreement for such breach.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
7
Eagle County Materials and Equipment Agreement 5114
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above.
COUNTY OF EAGLE, STATE OF COLORADO, By and
Through Its COUNTY MANAGER
By: --
Bryan Treu, Interim County Manager
W0 0 01 0 1 114
INTREPID POTASH — MOAB, LLC
m �
�a�t-oma
By:.
Print
y:—Print Name: Frank Martorana
Title:
Director of Industrials
8
Eagle County Materials and Equipment Agreement 5114
MATERIALS AND FEES
Eagle County Materials and Equipment Agreement 5114
w1wicvi r r-agie L ounty uovemmem maii - intrepia mares Lomraci rar r_4ULM r,ut_riv i t KUPW a nrrcruut
P�W Tco it Nicole Trujillo 4nicole.trujlllo@eaglecounty,us>
EAGLE CQ
Intrepid Sales Contract For EAGLE COUNTY ROAD & BRIDGE
1 message
Frank Martorana frank. martorana@intre pid potash.com> Fri, Sep 1, 2017 at 9:17 AM
To:"nicale.trujillo@eaglecounty.us" rnicole.tru]illo@eaglecounty.us>
Cc: "robin.stewart@a intrepidpotash.com" robin.stewart@intrepidpotash.com>
SALES CONTRACT FROM INTREPID POTASH
September 29, 2017
Nicole Trujillo
EAGLE COUNTY ROAD 8, BRIDGE
Phone:
Email: nicale.trujillo,@eagiecounty.us
Dear Nicole,
Thank you for your purchase of product from Intrepid Potash. Below is a summary of our agreement;
PRODUCT QUANTITY (TONS)PRICE (VTONIIESTIMATED INVOICE AMOUNT ($)
MEDIUM SALT -MOAB 300.0 578.2 $22,675.00
Total 300,01 $22,575.0
Purchase Order Number:
Intrepid Opportunity Number: 000483-2017-09-29-A-aBB1
Payment Terms: Net 15 days from date of invoice
Origin: Moab
Destination: Eagle County
Shipping Terms: Delivered
Location of Title Transfer:
Shipping Method: Trues
Earliest Potential Shipping Date: September 4, 2017
Latest Potential Shipping Date: November 30, 2017
Shipping Instructions: Steve Miller, Reliant Transportation is the shipper.
Additional information: Nicole,
Thank you very much for the business. I will make it a point to stop by your office the next time I am in your area.
Thank you again for your business.
Frank Martorana
Director of Industrial Sales
70717TH Sir. Suite 42x0
Denver, Colorado 84242
Direct -343-996-4983
Mobile 303-815-9341
e-mail-frank.martorana@intrepidpotash.com
Mina-nmail nnnnlo re' mlm=;u,,int? iii=7Ri e=R7rf7gAn77RicvarwPinAPnFtr iNn an R«iouo=ntkmazr h=inhnvAlh=1 gia7andfj;An A71"Ingxcimi=1 .aganAMAM iP}
CONFIRMATION OF SALE
Contract Date:
Seller:
Sales Representative:
Purchaser: Nsime
Address
Phone
Atter tion
Bill to (if &ffemnt than Purchsseriuf►�mrnsdon)
P.G. No.:
Product/Grade:
Volume (if applicable, +/- % Seller's option):
Price (USD; per unit or total price as noted):
Freight charges (prepaid; to be charged back):
Payment Terms:
Net 30 days from date of invoice or for international
shipments net 30 days from bill of lading.
Title/Delivery:
Ex Works Seller's facility, including warehouses
(Incoterms 2010). Title to Materials to pass to
Purchaser in accordance with delivery as defined by the
shipping terms and upon inspection and acceptance of
Materials by Purchaser. Freight prepaid.
Origin:
Destination:
Delivering Carrier.
Shipment Period:
Shipping Details:
Miscellaneous:
THE TERMS AND CONDITIONS SET FORTH ON THE NEXT PAGE ARE INCORPORATED HEREIN
BY REFERENCE AND MADE A PART OF THIS AGREEMENT.
Version! j anu ary 2017
THESE TERMS AND CONDITIONS, ALONG WITH THE TERMS ON THE RELATED CONFIRMATION OF SALE
FROM SELLER ("ORDER") AND THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT
EXECUTED BY THE PARTIES, GOVERN THE PURCHASE OF THE MATERIALS LISTED ON THE RELATED
ORDER (MATERIALS") FROM INTREPID POTASH, INC., INTREPID POTASH -NEW MEXICO, LLC, INTREPID
POTASH-MOAB, LLC, INTREPID POTASH-WENDOVER, LLC, OR ANY OF THEIR AFFILIATES ("SELLER")
NAMED THEREIN AND ARE INCORPORATED INTO THE TERMS OF THE ORDER BY THIS REFERENCE.
1. Conflicting Provisions. In the event of any conflict or inconsistency between the terms and conditions set forth herein and the
terms and conditions set forth in the Agreement, the terms and conditions of the Agreement shall prevail. Purchaser, by taking
delivery of and upon inspection and acceptance of all or any portion of any Materials from Seller, will be conclusively deemed to
have accepted and assented to these Terms and Conditions.
2. Purchase Price and Payment Terms. The purchase price for the Materials in the Order excludes sales, use, occupation, license,
VAT, GST, and/or any applicable taxes, customs, duties and fees of any kind, all of which will be paid by Purchaser, with the
exception of any income tax which is to be legally bourn by Seller resulting from this sales transaction. Purchaser or its
designated agent will be the "Importer of Record." Purchaser is a tax-exempt entity.
3. Payment. The purchase price for all items is payable in lawful money of the United States. International sales will require
payment be made by wire transfer. Acceptance by Seller of drafts, checks or other media of payment will be provisional only and
subject to immediate collection of the full face amount thereof. All orders and credit availability may be subject to other terms as
may be in effect at the time of shipment. Furthermore, international sales will require an irrevocable standby letter of credit
("SLOC") in contractual form by a bank acceptable to Seller and on any other terms as are acceptable to Seller. If Purchaser fails
to open a SLOC in time or in a form acceptable to Seller, then Seller may reject, delay or cancel any and all Orders with Seller at
any time and has no obligation to ship the Materials referred to herein.
4. Shipments and Delivery. Title to Materials to pass to Purchaser in accordance with delivery as defined by the shipping terms and
upon inspection and acceptance of Materials by Purchaser. Seller will assume risk of loss until the time as title transfers to
Purchaser, who then assumes all risk of loss or damage to products upon delivery by Seller and upon inspection and acceptance of
Materials by Purchaser. In addition, Seller assumes any and all risk of loss or damage to any third party related to or involving the
Materials at any time during shipment.
5. Force Maieure. Neither Purchaser nor Seller will incur any liability to the other by reason of failure or delay in fulfilling its
obligations under the Order (except for payment obligations which will not be excused) where the failure or delay is beyond the
reasonable control of the party affected, has a material impact on the affected party ("Affected Party") and is caused by or results
from acts of God, floods, fires, accidents, explosions, strike, lockouts, cessation, slowdown or stoppage of labor, sabotage, riots,
war, acts of terrorism, enemy action, laws, regulations, rulings or acts of any governmental body or authority, governmental
restriction or prohibition of exports or imports, governmental blockade or hostility, governmental seizure or expropriation or the
closure of international trade routes, other inability to obtain raw materials or power or any other cause beyond the reasonable
control of the Affected Party, whether or not the contingency is of the same type or nature as those enumerated above ("Force
Majeure Event"). The Affected Party will promptly provide notice to the other party explaining in detail the full particulars of
the Force Majeure Event and the expected duration thereof. The Affected Party may elect to suspend performance of all or any
portion of its obligations under the Order for any time as may be reasonably necessary under the circumstances and will use its
commercially reasonable efforts to remedy the Force Majeure Event.
fi. General. Each party agrees to comply with applicable national, regional and local laws and regulations including, but not limited
to applicable labor, health, safety, environmental related laws, rules, ordinances and regulations, anti -corruptions laws including
the U.S. Foreign Corrupt Practices Act (as amended) and any equivalent laws of any applicable jurisdiction, and export control
laws, and all other laws applicable to its obligations hereunder. Neither party may assign any of its rights or delegate any of its
obligations hereunder, in whole or in part, without the prior written consent of the other party, which consent will not be
unreasonably withheld or delayed. Any purported assignment or delegation in violation of this Section will be null and void.
Accepted Orders will be binding upon and will inure to the benefit of the parties hereto and their respective permitted successors
and permitted assigns. Notwithstanding the above, Seller may, without the consent of Purchaser, assign its rights and delegate its
duties under an Order if the assignment or delegations is to (a) an affiliate of Seller; (b) a successor of Seller by consolidation,
merger or operation of law; or (c) a purchaser of all or substantially all of the assets of Seller. Any waiver by Seller of any breach
of an Order, including these Terms and Conditions, must be in writing and signed by Seller and the waiver will not be construed
as a waiver of any other breach. The terms of the Order, including these Terms and Conditions, will be governed and controlled
by the laws of the State of Colorado, U.S.A. excluding (a) its conflicts of laws principles and (b) the United Nations Convention
on Contracts for the International Sale of Goods. Notwithstanding the above, with respect to any contracts for international
shipment of Materials, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination,
enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to
arbitrate, will be determined by arbitration in Denver, Colorado, before one arbitrator. The arbitration will be administered by
JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The parties will share equally all initial costs of
arbitration. Judgment on the award may be entered in any court having jurisdiction. This clause will not preclude parties from
seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Purchaser by taking delivery of all or
any items will be conclusively deemed to have consented to personal jurisdiction in Colorado in any action arising out of the
purchase and sale of Materials and the Order, including these Terms and Conditions. If any provision or provisions of an Order,
Version! January 2017
including these Terms and Conditions, will be held to be illegal or unenforceable, the legality and enforceability of the remaining
provisions will not in any way be affected or impaired. Any terms of an Order, including these Terms and Conditions, which by
their nature should apply beyond their terms will remain in force after any termination or expiration thereof.
Version! j anu ary 2017
EXTUBIT B
INSURANCE CERTIFICATES
10
Eagle County Materials and Equipment Agreement 5114
ACC)R"' CERTIFICATE OF LIABILITY INSURANCE 7/30/2018
DATEJMMIDDTYYYY)
F 10/11/2017
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(iss) must have ADDITIONAL INSURED provisions or 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 endorsement(s).
PRODUCER LOCKTON COMPANIES
5847 SAN FELIPE, SUITE 320
HOUSTON TX 77057
866-260-3538
CONTACT
NAME:
PHC No, Exf : FAX
Na
E-MAIL
ADDRESS:
INSURERS AFFORDING COVERAGE NA1C k
INSURER A: Ameri l: an Zur lch Insurance Comp any 40142
INSURED Intrepid Potash, Inc.
1429741 707 17th Street, Suite 4200
Denver 00 80202
INSURER B : Zurich American Insurance Comp any 16535
INSURER C
INSURER D
INSURER E:
INSURER F,
COVERAGES CERTIFICATE NUMBER: 14992733 REVISION NUMBER: XXXXXXX
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.
NSR
LTR
TYPE OF INSURANCE
AWL
NSB
SUBR
WW
POLICY NUMBER
POLICY EFF
MMIDDNYYY
POLICY EXP
/DDNM
LOWS
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE FRI OCCUR
X $250.000 SIR
Y
Y
GL0 5571161-05
7/30/2017
7/30/2018
EACH OCCURRENCE 2,000,000
DAMAGE TO RENTED 1,000,000
PREMISES Ea occurrence
MED EXP (Any one ersa 10,000
PERSONAL &ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
X PDL�Y� EC LDC
OTHER.
GENERAL AGGREGATE 4,000,000
PRODUCTS - CGMPIDPAGG 4,000,000
tj
A
AUTOMOBILE LIABILITY
ANY AUTO
AUTOSONLYMSCHEDULED
AUTOS
HIRED
AUTOSONLY
Ix
Y
Y
BAP5570966-05
7/30/2017
7/30/2018
COMBINED SINGLE LIMIT
Ea accident 00
BODILY INURY(Per person) XXX
BO DI LYINJURY(Per accident $ XXXXXXX
PROPERTY DAMAGE
$ XXXXXXX
$ 30=XXX
UMBRELLA LIABOCCUR
EXCESS UAB
HCLAIMS-MADE
NOT APPLICABLE
EACH OCCURRENCE $ XXXXXXX
AGGREGATE $ XXXXXXX
DED I I RETENTION $
$
B
WORKERS
AND EMPLOYEMPENSATION RSr ABILITY YIN
ANY PROPRIETORIPARTNERIEXECLlr IV E
OFFICERNEMBER EXCLUDED4 FNI
(Myaens� gtory In NH)
DESC RI PT ION O OF below
NIA
Y
WC 474442g-05
7/30/2017
7/30/2018
X I STATUTE OERµ
E.L. EACH ACCIDENT 31,000,000
E. L. DISEASE- EA EMPLOYEE 1,000,000
E. L. DISEASE - POLICY LIMIT 1,000,000
DESCRIPTION OF 0PERATIONS I LOCATIONS I VEHICLES iACORD 101, Additional Remarks Schedule, may be all ached if mora space is regi red)
THIS CERTIFICATE SUPERSEDES ALL PREVIOUSLY ISSUED CERTIFICATES FOR THIS HOLDER, APPLICABLE TO THE CARRIERS LISTED .AND THE POLICY TERMfS) REFERENCED.
CERTIFICATE HOLDER CANCELLATION See Attachment
The ACORD name and logo are registered marks of ACORD
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
14992733
AUTHORIZED REPRESENTATIVE
Eagle Courcy
500 Broadway
Post Office Box 250
Eagle CO 81631
ACORD 25 (20761031 ®1988-2015 ACORD CORP ORATI M. All riahts reserved
The ACORD name and logo are registered marks of ACORD
CONTINUATION DESCRIPTION OF
ADDED BY END0RSEM ENTIS PEC IAL PROVISIONS )Use only if more space is required
All policies (except workers' compensationlel) include a blanket automatic additional insured [provision] that
confers additional insured status to the certificate holder only if there is a written contract between the named
insured and the certificate holder that requires the named insured to name the certificate holder as an additional
insured. In the absence of such a contractual obligation on the part of the named insured, the certificate holder
is not an additional insured under the policy. All policies include a blanket automatic waiver of subrogation
endorsement [provision] that provides this feature only when there is a written contract between the named insured
and the certificate holder that requires it. In the absence of such a contractual obligation on the part of the
named insured, the waiver of subrogation feature does not apply.
ACORD 25 (2016103) Certificate Holder M: 14992733
Named Insured Schedule:
INTREPID POTASH, INC.
INTREPID POTASH - MOAB, LLC
INTREPID POTASH - NEW MEXICO, LLC
INTREPID POTASH - WENDOVER, LLC
MOAB CAS PIPELINE, LLC
Miscellaneous Attaclunent : M533237
Master ID: 1429741, Certificate ID: 14992733
