Road Works Inc 2007-20 I
EXHIBIT ",C"
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 11TH DAY OF SEPTEMBER 2007 BY AND
BETWEEN THE CITY OF GRAND TERRACE ("CITY") AND CONTRACTOR FOR ASPHALT
CRACK SEALING SERVICES.
RECITALS
WHEREAS, CONTRACTOR is a licensed contractor who is qualified and- is a licensed
asphalt crack sealing maintenance contractor.
WHEREAS, CITY desires to utilize the services of CONTRACTOR to implement the 2007-
08 Street Maintenance Program.
NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS:
SECTION 1. SERVICES OR SCOPE OF WORK
Contractor shall perform a variety of services for the 2007-08 City-wide Street Maintenance Program
as follows:
A. For and in consideration of the payments and agreements hereinafter 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 Ontario Specifications, Exhibit B, 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 supply goods, services or materials
pursuant to a Maintenance Contract, the Contractor or subcontractor 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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SECTION 2. SERVICES PROVIDED
CONTRACTOR shall provide all labor, supervision and equipment required to perform said services.
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SECTION 3. COMPENSATION
Contractor shall be paid pursuant to the Schedule of Streets (see Exhibit A of the Slurry Seal
Program), not to exceed $20,000.
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 no way 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 31st, 2007 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.
SECTION 9. NOTICE
The parties may give notice under this contract by sending such notice certified mail addressed as
follows:
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TO CITY: CITY OF GRAND TERRACE
22795 Barton Rd.
Grand Terrace, CA 92313
City of Grand Terrace-2007-08 Asphalt Crack Sealing Agreement-ft!2
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i ATTN: STEVE BERRY
TO i CONTRACTOR:
Road Works, Inc.
30 Short Street
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 of 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
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The Contractor shall supply insurance and licensing as follows:
Commercial General Liability:
Primary insurance shall be provided on IOSCGL form No. CG 00 01 11 85 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 forme 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
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City. Coverage shall not be limited to the vicarious liability or supervisory role of any additional
insured. Umbrella Liability Insurance (over primary) shall apply to bodily injury/property damage,
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 ;riot 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 attorney's
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.
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WITNESS WHEREOF, the parties hereto have seftheir hands and seals the day and year first above
written.
ATTEST: CITY OF GRAND TERRACE
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City Clerk Mayor
APPROVED AS TO FORM: CONTRACTOR
By:
City Attorney
Title:
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