Annual Contract to Supply Cold Mix Asphalt Materials
RFB NO. 24-25-56
ANNUAL CONTRACT TO SUPPLY COLD MIX ASPHALT MATERIALS
(City of Visalia Bid No. 24-25-56)
This Agreement, entered into and effective this ________ day of ________________, 20 26 [“Effective Date”], by and between the City of Visalia, hereinafter referred to as the “CITY”, and Porterville Asphalt, Inc. hereinafter referred to as the “CONTRACTOR”, “BIDDER”, or “SUBRECIPIENT”.
R E C I T A L S
WHEREAS, CONTRACTOR is an corporation with a primary business address of 14200 Rd 284 Porterville Ca., 93257 and SSN or EIN: 71-0901217; and
WHEREAS, CITY is a municipal corporation and Charter Law City; and
WHEREAS, City of Visalia reviewed and evaluated responses to the Bid and determined to award a contract to CONTRACTOR for the Annual Project to Supply Cold Mix Asphalt Materials; and
WHEREAS, CONTRACTOR represents it is licensed, qualified and willing to complete the Project pursuant to terms and conditions of this Agreement.
NOW, THEREFORE, CITY and CONTRACTOR agree as follows:
1. TERM:
The term of this Agreement shall commence on the Effective Date and expire upon completion of all obligations of the parties, unless earlier terminated by the parties. The initial contract term shall be for a twelve (12) month period and shall, at the City’s option and with the consent of the CONTRACTOR , be extended annually thereafter for four (4) consecutive one -year periods.
Additionally, this Agreement may be terminated for convenience. In the event of termination or expiration of this Agreement, CONTRACTOR shall transfer to CITY any funds and/or accounts receivable on hand attributable to the use of CITY funds.
2. ATTACHMENTS INCORPORATED:
The following are attachments for this Agreement. Said attachments are incorporated into this Agreement as if included in full in the body:
ATTACHMENT NO. DESCRIPTION OF ATTACHMENT
Attachment 1 General Contract Provisions
Attachment 2 City of Visalia Bid 24-25-56, Annual Contract to Supply Cold Mix Asphalt Materials
Attachment 3 CONTRACTOR’s bid in response to Bid No. 24-25-56
3. CONTRACTOR SCOPE OF SERVICES and COMMITMENTS*:
CONTRACTOR shall provide the following services for the stated compensation on or before the stated completion dates (“Scope of Services”):
All work described in Scope of Services in Bid No. 24-25-56.
4. CITY COMMITMENTS:
CITY shall perform the following tasks on or before the stated completion dates:
TASK COMPLETION DATE
Pay Contractor for actual product received and invoiced. As requested by Contractor
5. COMPENSATION:
Annual Contract to Supply Cold Mix Asphalt Materials
RFB NO. 24-25-56
CITY shall pay CONTRACTOR compensation for services as indicated in Paragraph 4 above; however, CITY shall pay not more than the following amount as total compensation under this Agreement, unless otherwise agreed in writing. Such sum shall be expended and paid by CITY on a reimbursement basis for services actually performed based on invoices, receipts, time sheets and similar documents presented by CONTRACTOR to CITY.
6. CONTRACT PRICE ADJUSTMENTS:
All prices shall be firm and fixed for twelve (12) months from the annual anniversary date of the agreement. Prices may be adjusted annually at time of contract renewal and upon mutual agreement of the parties to the contract to allow for price increases or decreases for labor and benefit rates, supplies and materials.
It will be the responsibility of the contractor to request a price adjustment and to provide all documentation necessary. The request for price adjustment must be submitted to the Project Manager in writing a minimum of thirty (30) days but no sooner than ninety (90) days prior to the annual anniversary date of the agreement. Requests filed after this time will not be considered.
The unit prices for the ensuing contracts shall be based on the movement of the unadjusted figures of the U.S. Bureau of Labor Statistics, Consumer Price Index (CPI) for all Urban Consumers (CPI -U, U.S. City Average, All Items). The contract unit prices may be changed in an amount equal to the percentage of movement for the most recent twelve -month period closest to the anniversary date of contract. In no instance shall the price increase exceed 5%. The contracts unit price changes as a result of this formula shall be binding on the contractor for the subsequent contract year. The adjustment of the unit bid price shall not be retroactive and shall apply only to changes incurred after approval.
IN WITNESS WHEREOF, this Agreement is executed on the day and year first above written.
CONTRACTOR
Dated: ___________________ By:______________________________________________________ Authorized Officer: I certify under penalty of perjury under the laws of the State of California that I am fully authorized to execute this Agreement for CONTRACTOR in the capacity I have stated, and that such execution is sufficient to bind the CONTRACTOR.
CITY OF VISALIA
Dated: ____________________ By:______________________________________________________ City Manager
Dated: ____________________ By:______________________________________________________ City Attorney
Dated: ____________________ By:______________________________________________________ City of Visalia Risk Manager
Dated: ____________________ By:______________________________________________________ City of Visalia Project Manager
Total Compensation: Not to exceed $623,000 annually and not to exceed Contractor’s stated bid prices.
Source of Funds: Local Revenues
Payment Schedule: Within 30 days of receipt of Contractor’s itemized invoice.
Annual Contract to Supply Cold Mix Asphalt Materials
RFB NO. 24-25-56
Attachment 1
GENERAL CONTRACT PROVISIONS
A. Successors and Assigns : This Agreement shall be binding upon and shall inure to the benefit of any successors to or assigns of the parties.
B. Prohibition of Assignment : Neither party shall assign, delegate or transfer their rights and duties in this Agreement without the written consent of the other party.
C. Notices: Notice shall be sufficient hereunder if personally served upon the City Clerk of the CITY or an officer or principal of the CONTRACTOR, or if sent via the United States Postal Service, postage prepaid, addressed as follows:
CITY OF VISALIA CONTRACTOR
707 W. Acequia Ave. 14200 Rd 284
Visalia, CA 93291 Porterville, Ca 93257
Attention: City Clerk Attention: Jerry Cobb
D. Independent Contractor: It is understood and agreed by the parties herein that CONTRACTOR, in the performance of this Agreement, shall act as an independent contractor, and therefore shall obtain no rights to any fringe benefits that accrue to regular full -time CITY employees.
E. Jurisdiction/Venue/Waiver Of Removal : This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in California. Any action brought to interpret or enforce this Agreement, or any of the terms or conditions hereof, shall be brought in Tulare County, California. The CONTRACTOR hereby expressly waives any right to remove any action to a county other than Tulare County as permitted pursuant to Section 394 of the California Code of Civil Procedure.
F. Integration/Modification: This Agreement and each of the documents and exhibits or attachments referenced herein, which are incorporated by reference, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder.
This Agreement may not be modified or altered except in writing signed by the parties, unless otherwise explicitly authorized.
G. Conflict With Law : If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said law, but the remainder of the Agreement shall be in full force and effect.
H. Indemnification: The CONTRACTOR waives any and all claims and recourse against the CITY, including the right of contribution of loss or damage to person or property arising from, growing out of, or in any way connected with or incidental to the CONTRACTOR’s performance of this Agreement, except claims arising from the concurrent or sole negligence of the CITY or its officers, agents or employees. The CONTRACTOR will indemnify, hold harmless, and defend (at CITY’s option) the CITY against any and all claims, demands, damages, costs, expenses, or liability arising out of the CONTRACTOR’s performance of this Agreement except for liability arising out of the concurrent or sole negligence of the CITY or its officers, agents, or employees.
I. Guarantees and Warranties:
1. IN GENERAL : All guarantees and warranties specifically called for by the specifications and/or this Agreement shall expressly run to the benefit of the CITY.
Annual Contract to Supply Cold Mix Asphalt Materials
RFB NO. 24-25-56
2. WARRANTIES: Warranties required by the Invitation to Bid or this Agreement shall commence on the date of acceptance of the product by CITY.
CONTRACTOR warrants that the materials , products and/or equipment furnished under the Agreement will be new and of recent manufacturer unless otherwise specified and in conformance with the Agreement. Materials, products, and/or equipment that does not conform may be considered defective. This warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the CONTRACTOR, improper or insufficient maintenance, improper operation, or normal wear and tear under normal usage.
CONTRACTOR warrants that title to all products by an application for payment will pass to the CITY by the receipt of payment by the CONTRACTOR, whichever occurs first, free and clear of all liens.
CONTRACTOR warrants that it has good title to all materials, products, and/or equipment free from all liens.
J. Attorney’s Fees : In the event either party commences any action, arbitration or legal proceedings for the enforcement of this Agreement, the prevailing party, as determined by the court or arbitrator, shall be entitled to recovery of its attorney’s fees and court costs incurred in the action brought thereon.
K. Headings: Section headings are provided for organizational purposes only and do not in any manner affect the scope or intent of the provisions thereunder.
L. Firearms Prohibited : Guns may not be carried by contractors /vendors/consultants while working on City of Visalia premises without the expressed written approval of a City of Visalia Department Head, or an exemption in the contract. If a contractor/vendor/consultant is caught carrying a gun, without City permission, their contract will be terminated.
M. Executive Order N -6-22 – Russia Sanctions: On March 4, 2022, Governor Gavin Newsom issued Executive Order N -6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.