Road Works Inc 2005-14-2005-14 AGREEMENT BETWEEN THE CITY OF GRAND
TERRACE AND ROAD WORKS', INC. (CONTRACTOR)
FOR THE PROVISION OF ASPHALT CRACK SEALING
SERVICES.
THIS AGREEMENT IS ENTERED INTO THIS 1 stDAY OF Sept. 2005 BY AND BETWEEN
THE CITY OF GRAND TERRACE ("CITY") AND ROAD WORKS, INC. (CONTRACTOR) FOR
ASPHALT CRACK SEALING SERVICES.
RECITALS
WHEREAS, CONTRACTOR is a licensed contractor wh6 is qualified, and is a licensed
asphalt crack sealing maintenance contractor.
WHEREAS, CITY desires to utilize the services of CONTRkCTOR to implement the 2005-
06 Street Maintenance Program.
NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS:
SECTION 1. SERVICES OR SCOPE OF WORK f
Contractor shall perform a variety of services for the;2005-06 City-wide Street Maintenance Program
as follows:
A. For and in consideration of the payments and agreements herein fter mentioned to be made and
performed by said City, said Contractor agrees with said City to perform and complete in a
workmanlike manner all work required under the City of San Diego Specifications, Exhibit D, to
furnish at his own expense all labor, materials, equipment, tools and services necessary therefor,
except those materials, equipment,,tools and services as may be stipulated in said specification to
be furnished by said City and to do everything required by this Agreement and the said
Specifications.
B. In entering into a Maintenance Contract for a subcontract to sup ly goods, services-or materials
pursuant to a Maintenance Contract, the Contractor or subcontrac cr offers and agrees to assign to
the City all rights, title, .and interest in and to all causes of action it may have under Section 4 of
the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2•commencing with
Section 16700) of Part 2 of Division 7 of the Business and Professions Code, arising from
purchases of goods, services', or materials pursuant to the Maintenance Contract or the subcontract.
This assignment shall be made and become effective at the time the City tenders final payment to
the Contractor without further acknowledgment by the parties.
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City of Grand Terrace-2005-06 Asphalt Crack SealingA i greement-Pg.1
SECTION 2. SERVICES PROVIDED,
CONTRACTOR shall provide all labor, supervision,and equipment-required to perform said services.
SECTION 3. COMPENSATION
Contractor shall be paid pursuant to the Schedule and Prices submitted in Exhibit B.
SECTION 4. BUSINESS LICENSE
CONTRACTOR shall, within five (5) days of executing this contract, obtain a current City of Grand
Terrace business license, during the term of this contract or any extension thereto.
SECTION 5. INDEPENDENT CONTRACTOR
The parties agree that CONTRACTOR is an independent contractor who is being paid to produce a
result. CONTRACTOR is in no way,an employee of CITY. CONTRACTOR controls the means of
accomplishing the work. CONTRACTOR shall pay all Federal and State payroll taxes.for-employees
of CONTRACTOR and said employees shall in noway be deemed or construed to be employees of
CITY for any purposes.
SECTION 6. EFFECTIVE DATE/TERM
This agreement shall become effective upon the date of execution of the Agreement by both parties.
,
This contract shall terminate on October 1,2005 unless renewed.
SECTION 7. TERMINATION
City shall have the right to terminate this agreement at a date earlier than specified for default. Before
CITY exercises said right it shall give CONTRACTOR 10 days'notice of the facts constituting the
default and a chance to cure any deficiencies within that time. If those deficiencies have not been
cured, CITY shall have the right to send CONTRACTOR notice that the contract has been terminated
for default pursuant to this paragraph by giving notice as provided herein.
SECTION 8. ASSIGNMENT,
No assignment of this contract may be made without'the express written consent of CITY.
SECTION9. NOTICE
The parties may give notice under this contract by'sending such notice certified mail addressed as
follows:
TO CITY: CITY OF GRAND TERRACE
22795 Barton Rd.
Grand Terrace, CA 92313
ATTN: STEVE BERRY
City of Grand Terrace-2005-06 Asphalt Crack Sealing Agreement-Pg.2
TO CONTRACTOR: ROAD WORKS, INC.
303 Short St.
Pomona, CA 91768
Such notice shall be deemed received five(5) days after mailing,whether signed for or not.
SECTION 10. -GRATUITIES
CONTRACTOR warrants that neither it nor any of its employees, agents or representatives has offered
or given any,gratuities to CITY'S employees, agents or representatives with a view toward securing
this contract or securing favorable treatment with respect thereto.
SECTION 11. CONFLICT OF.INTEREST
CONTRACTOR-warrants that he has no blood or marriage relationship, and that he is not in any way
associated with any architect, engineer or'other preparer of the plans and specifications,for this project.
CONTRACTOR acknowledges that CITY has detailed Conflict Lof Interest rules, agrees to abide by
those rules, and agrees that any breach of those rules shall give CITY the right to rescind, cancel or
otherwise terminate this agreement,at CITY'S discretion.
SECTION 12. INTEGRATION
This agreement constitutes the entire agreement and'understanding between the parties hereto, and it
shall not be considered modified, altered, changed; or amended in any respect unless in writing and
signed by the parties hereto.
SECTION 13. NO WAIVER
The failure of the CITY at the time to require performance by the CONTRACTOR of any provisions
hereof shall in no way affect,the right of the CITY thereafter to enforce same. Nor shall-waiver by the
CITY of any breach of any provisions hereof be taken or held to-be a waiver of any succeeding breach
of such provision or as a'waiver of any provision itself.
SECTION 14. INSURANCE
The Contractor shall supply insurance and licensing as follows:
Commercial General Liability:
Primary insurance shall be provided on IOSCGL form No. CG 00 01 1185 or 88. Total limits shall be
no less than 1 million dollars per occurrence for all coverage's and 2 million dollars general aggregate.
City and its employees and agents shall be added as additional insureds using ISO additional insured
endorsement form CG 20 10 11 ,85 (in no event will City accept an endorsement form with an edition
date later than 1990). Coverage shall apply on a primary,non-contributing basis in relation to any
other insurance or self-insurance, primary or excess, available to City or any employee or agent of
City. Coverage shall not be limited to the vicarious liability or supervisory role of any additional
insured.I Umbrella Liability Insurance (over primary) shall apply to bodily injury/property damage,
City of Grand Terrace-2005-06 Asphalt Crack Sealing Agreement-Pg.3
personal injury/advertising injury, at a minimum, and shall include a"drop down"-provision providing
primary coverage above a maximum $25,000.00 self insured retention for liability•not covered`by
primary policies but covered by the umbrella policy. Coverage, shall be following form to any -
underlying coverage. Coverage shall be provided on a "pay on behalf' basis, with defense costs
payable in addition to policy limits. There shall be no cross liability exclusion.. Policies shall have
concurrent starting and ending dates.
Worker's Compensation:
Shall be written on a policy form providing workers' compensation statutory benefits as required by
law. Employer's liability limits shall be no less than one million dollars per accident or disease.
Employer's liability coverage shall be-scheduled under any umbrella policy described above. Unless
otherwise agreed, this policy shall be endorsed to waive any right of subrogation as respects the City,
its employees or agents.
The Contractor shall also provide the City with a Certificate of Worker's Compensation Insurance and
completed Declaration Regarding Licenses Status form. Contractors must also.have a valid City of
Grand Terrace Business License. '
Auto Insurance•
CONTRACTOR shall provide Auto Insurance as follows:
Business Auto/Umbrella Liability Insurance. Primary coverage shall be written on ISO
Business Auto Coverage form CA 00 0106 92 including symbol 1 (Any Auto). Limits;shall be no
less than (one) 1 million dollars per accident. Starting and ending dates shall be concurrent. If
Contractor owns no autos, a non-owned auto endorsement to the General Liability policy
described above is acceptable.
SECTION 15 LEGAL ACTION
Should the City bring any legal or equitable action for the purpose of protecting or enforcing its rights
under this Agreement, the City shall recover, in addition to all other relief, its reasonable,attorneys
fees and court costs to be fixed by the Court.
SECTION 16 ATTORNEY'S FEES
The parties agree that should any dispute arise concerning the interpretation of'this contract, or
regarding the performance-or non-performance of this contract, that the prevailing party shall be
entitled to reasonable attorney's fees.
SECTION 17 EXTRA WORK
The Contractor hereby agrees that he will not.proceed with` any Extra Work unless he has been
authorized in writing to do so by CITY.
l City of Grand Terrace-2005-06 Asphalt Crack Sealing Agreement-Pg.4
Bid No.6559-04-W ,
I. PRICING PAGE
Est. Oty U/M. Descri tion.� .
.. 'Unit Cost - ,._....,;. Extension
1,500,000 LIN FT Asphalt Crack Sealing $ 0, 2 g 5 $ 4 4 2, 5 0 0 . 0
Page 3 of 20
WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above
written.
ATTEST:
CITY OF GRAND TERRACE
&,Ww Ae<Jac By
City Clerk Mayor
APPROVED AS TO FORM: CONTRACTOR
By: Nathan B ocker
City Attorney
Title: President
Citij of Grand Terrace-2005-06 Asphalt Crack Sealing Agreement-Pg.5