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AGREEMENT
THIS AGREEMENT is dated _________, 2016, and is between the County of
Fresno, a political subdivision of the State of California ("COUNTY"), and RJW
Enterprises, P.O. Box 162, Shaver Lake, CA 93664 ("CONTRACTOR").
RECITALS
WHEREAS, the COUNTY wishes to contract for snow removal services on roads
in County Service Area No. 35, zones AS and AT, the driveway from Solitude Lane to
the Shaver Lake Wastewater Treatment Plant, and Bretz Road from State Highway 168
to Slick Rock Lane (collectively, “Service Area”); and
WHEREAS, the COUNTY has issued an informal request for quotation for snow
removal service for four snow removal service areas, including the Service Area, and
WHEREAS, the CONTRACTOR is willing and able, and submitted the low bid to
provide snow removal services for the Service Area.
The parties therefore agree as follows:
1. CONTRACTING OF CONTRACTOR
A. The COUNTY hereby contracts with the CONTRACTOR as an
independent contractor to provide services under this agreement.
B. Subject to section 15 of this agreement, the CONTRACTOR may retain
subcontractors as CONTRACTOR requires to assist in providing services under this
agreement. Compensation to be paid by the COUNTY to CONTRACTOR under this
agreement will not be increased if CONTRACTOR retains any subcontractors. The
COUNTY has no obligation to compensate any subcontractors retained by
CONTRACTOR to assist in providing services under this agreement.
C. The CONTRACTOR shall provide all services under this agreement as
expeditiously as is consistent with the professional skill and the orderly progress of the
work.
The contact person for the CONTRACTOR shall be:
Name: Robert Walker, Owner
Phone: (559) 841-2411
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FAX: (559) 855-4776
E-mail:robert@shaverlakepowercenter.com
2. CONTRACTOR’S OBLIGATIONS
The CONTRACTOR shall have the following SCOPE OF WORK /
DUTIES AND RESPONSIBILITIES : CONTRACTOR shall provide snow removal
services in the Service Area. Snow removal at all times shall be done in a manner to
preserve and protect the roads to the e xtent necessary to insure safe and efficient
transportation. The work shall be performed in a professional, workmanlike manner,
and CONTRACTOR shall use those methods and equipment consistent with the best
practices of the snow removal trade. Snow removal services are divided into two
periods: The “November through April Snow Removal Period ” begins at 12:00 AM on
November 1, and lasts through 12:00 PM on the following April 30. The “Out-of-
Season Snow Removal Period” is begins at 12:00 PM on April 30 and last through
12:00 AM on the following November 1 . The CONTRACTOR’s responsibilities and
duties are detailed below.
A. The CONTRACTOR’s responsibilities and duties for the November
through April Snow Removal Period are as follows.
1. Before November 1, the CONTRACTOR shall:
a. Provide COUNTY staff with current certificates of insurance
for all categories of required coverage.
b. Conduct an inspection of the roadways in the Service Area,
while accompanied by the COUNTY Representative (as defined below), and one or
more Citizens Advisory Council member s for the relevant zone of County Service Area
No. 35 within the Service Area, to accomplish all of the following:
(i) Document in writing and in digital photographs the
location and extent of any previous damage to roadway pavement, curbs, gutters ,
driveway approaches, drainage and sewer collection facilities. The documentation
shall be transmitted to the COUNTY Representative promptly and will be retained by
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the COUNTY as a benchmark for evaluating future damage.
(ii) Determine where snow poles are needed to be
placed. The CONTRACTOR shall give p articular attention to areas susceptible to
damage during the performance of snow removal services, such as curves in the
roadway or cul-de-sacs. The CONTRACTOR can obtain snow poles from the
COUNTY’s Special Districts staff by written request (which may include by email).
Snow poles should be placed close to roadside curbing and close enough to each
other to guide the snow removal equipment operator away from c ausing damage to
curbs and other obstacles.
c. Contact the Permit Engineer in the Road Maintenance and
Operations Division of the COUNTY Department of Public Works and Planning and
obtain an encroachment permit for snow removal for all eligible roadways.
CONTRACTOR is solely responsible to pay encroachment permit fees. If
CONTRACTOR fails to obtain encroachment permits COUNTY may terminate this
agreement.
2. During the November through April Snow Removal P eriod, the
CONTRACTOR shall:
a. Have all necessary equipment in working and well -
maintained condition, have all necessary materials (such as sand) on hand, and have
all necessary labor available 24 hours a day, seven days a week , to perform snow
removal services in the Service Area.
b. Perform snow removal operations in the Service Area such
that snow does not accumulate to more than three (3) inches in any one place
including during storms. The CONTRACTOR must commit the necessary
equipment and manpower to reach the above referenced standard, no matter what
other snow removal commitments it has, and no matter the length of roadways or the
amount of snow. The COUNTY Representative may allow CONTRACTOR to deviate
from the above referenced standard in extreme or abnormal situations.
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c. The roadways in the Service Area shall be cleared of snow
(i) so that two (2) traffic lanes are open at all times, or (ii) if a roadway is not wide
enough for two traffic lanes, to within two (2) feet of curbs or edge of roadway
pavement.
d. Make every reasonable effort to avoid pilin g or pushing
snow up on driveway approaches or access ways.
e. To limit potholing and rutting of the roads, the Contractor
will remove snow that accumulates and packs during a storm as soon as weather
conditions permit, even if the accumulation is less than t hree inches.
f. Maintain and keep clear of snow all over -board drains
provided on the subject roadways.
g. Remove snow from fire hydrants sufficient to keep them all
accessible and maintainable.
h. Apply sand to road areas that are slippery or subject to
icing, or at the request of the COUNTY Representative.
i. Be responsible, and indemnify the COUNTY, for all
damages to public and private property resulting from snow removal and ancillary
services. If the CONTRACTOR damages COUNTY-owned property or property that
the COUNTY is responsible for maintaining, the COUNTY Representative shall
determine, and notify the CONTRACTOR in writing, whether the CONTRACTOR is
directly responsible to repair the damages or shall pay the COUNTY for the actual
cost of repair within 15 days after written notice.
j. Without additional compensation, remove snow or ice that
accumulated because CONTRACTOR failed to ensure that snow did not accumulate.
The COUNTY is not responsible for any damage or injury to equipment or persons
resulting from th e removal of accumulated snow or ice.
k. Respond in writing to the COUNTY Representative about
complaints made by residents in the Service Area.
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l. If there are complaints of insufficient services by the
CONTRACTOR, the COUNTY Representative will ask complainants to provide digital
photo images with time stamps. If the COUNTY Representative receives a first
complaint of insufficient service, the CONTRACTOR shall investigate and provide a
written response to the COUNTY regarding the circumstances.
m. If the COUNTY Representative receives a second
complaint about the same insufficient service, or about similar insufficient service after
a later snow storm and is not satisfied with the written explanation provided by the
CONTRACTOR, the COUNTY Representative may request a meeting with the
CONTRACTOR to discuss any improvements in operation the CONTRACTOR can
provide.
n. If the COUNTY Representative receives a third complaint
about the same insufficient service, or about similar insufficient service after a later
snow storm and is not satisfied with the CONTRACTOR’s written response, the
COUNTY Representative may assess liquidated damages of up to ten percent (10%)
of the monthly’s compensation. Further complaints about the same insufficient
service, or about similar insuf ficient service, are cause for the COUNTY to terminate
this agreement .
o. Replace all snow poles damaged or removed during the
season.
3. After the November through April Snow Removal Period , the
CONTRACTOR shall:
a. Provide street sweepings on all roadways in the Service
Area that received by snow removal services , preferably before the Memorial Day
weekend, unless prohibited by unseasonable snows. The purpose of street sweeping
is to remove excess sand and debris and whatever has been deposited in roadways
due to snow removal.
b. Repair all surfaces, curbs, bent snow poles and signs , and
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other facilities that were damaged by snow removal. The COUNTY Representative
may withhold payment under this agreement until repairs are made.
B. For the Out-of-Season Snow Removal Period: If snowstorm episodes
occur during the Out-of-Season Snow Removal Period, the COUNTY Representative
may give verbal authorization to the CONTRACTOR to remove snow from an area
within the Service Area . The COUNTY Representative may determine the level of
service, type of equipment, and manpower levels that may or may not match the level
of service provided in the November through April Snow Removal Period. Unless
there are extraordinary conditions that imminently jeopardize the health and safety o f
residents, or will result in damage to vital equipment or property , the CONTRACTOR
shall not provide snow removal services until the C OUNTY Representative provides
verbal authorization. If extraordinary conditions occur, the CONTRACTOR shall
inform the COUNTY Representative in writing of the reason for initiating snow removal
without verbal authorization .
3. COUNTY’S OBLIGATIONS
A. COUNTY shall compensate the CONTRACTOR as provided in this
agreement.
B. The COUNTY Representative is the COUNTY Director of Public Works
and Planning or his or her designee. The CONTRACTOR shall communicate and
coordinate with the COUNTY Representative, who will provide the following services:
1. Examine documents and written notices submitted to the COUNTY
by the CONTRACTOR and timely render decisions as needed; and
2. Provide communication between the CONTRACTOR and COUNTY
officials and staff.
C. COUNTY Representative shall consider all matters submitted by the
CONTRACTOR for approval in a manner reasonably calculated to avoid substantial
delays in the CONTRACTOR’s provision of services under this agreement.
4. COMPENSATION:
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A. November through April Snow Removal Period: The CONTRACTOR’s
compensation for the November through April Snow Removal Period is derived from
the “Quotation for an average year” amount provided in the CONTRACTOR’s informal
bid response, which was $49,000 for County Service Area 35, Zone AS, $4,500 for the
driveway from Solitude Lane to the Shaver Lake Wastewater Treatment Facilities,
$10,000 for County Service Are a 35, Zone AT, and $7,000 for Bretz Road from State
Highway 168 to Slick Rock Lane . The CONTRACTOR is guaranteed a minimum of
seventy percent (70%) of that amount, which will be paid in equal monthly installments
for the first five months starting in November. The CONTRACTOR may receive
additional compensation only as provided in this agreement.
1. For all purposes of this agreement, the amount of precipitation is
established by taking the precipitation (rain and snowmelt) amounts at the Granite
Ridge Pump Station for the period between November 1 and April 30 , as stated in
section 4.A.2., below. For purposes of this agreement, the ten -year average
precipitation is defined as the total amount of precipitation over the 10 year period
immediately preceding the year in which the average is determined, divided by 10.
2. The electronic measuring equipment at the Granite Ridge Pump
Station is linked to the website http://www.wunderground.com/personal -weather-
station/dashboard?ID=KCASHAVE11#history . This electronic measuring equipment
has a battery backup in the event of power failure, but if this equipment is damaged or
fails to function correctly, measurement da ta taken manually on a daily basis by
COUNTY staff at the same location will be substituted during the period of equipment
failure. If the electronic measuring equipment fails, and manual measurements are
not obtainable, then measurements from measuring e quipment located at the Shaver
Lake Regional Wastewater Facility will be substituted during that period. If there is an
equipment failure, the Special Districts staff have sole discretion to determine when
manual measurements, or measurements from the Shaver Lake Regional Facility, will
be used. The California Department of Water Resources (DWR) announcement of
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“Final Snow Survey Results” and data available from stations in the southern Sierra
from other agencies will not be used as a backup if there is eq uipment failure at the
Shaver Lake Regional Wastewater Facility or Granite Ridge Pump Station.
3. After April 30, the amount of precipitation for the immediately
preceding snow season from November to April will be tabulated by the COUNTY. If
the total amount of precipitation for that period is greater than 70 percent of the ten-
year average of precipitation, the CONTRACTOR will receive additional compensation
calculated as the number of inches by which the amount of precipitation exceeds 70
percent of the ten-year average of precipitation multiplied by the unit price per inch. In
any case, the compensation paid to CONTRACTOR for each November through April
Snow Removal Period shall not exceed 150 percent of the compensation amounts for
an average year as stated below. If the total amount of precipitation for the
immediately preceding snow season from November to April is less than or equal to
70 percent of the ten -year average of precipitation , the CONTRACTOR will not receive
any compensation in addition to the guaranteed minimum .
4. Below are the compensation amounts for an average year, for 70
percent of an average year (the guaranteed minimum compensation), for the monthly
payment for five months to reach the guaranteed minimum compensation , and the unit
price per inch for precipitation exceeding 70 percent of the ten-year average of
precipitation.
November through April Snow Removal Period Compensation Amounts
SERVICE AREA AVERAGE
YEAR
70% OF
AVERAGE
YEAR
MONTHLY
PAYMENT - FIVE
INSTALLMENTS
UNIT PRICE PER
INCH OF
PRECIPITATION
County Service Area 35
Zone AS $49,000 $34,300 $6,860 $1,672
Solitude Lane to Shaver Lake
Wastewater Treatment Plant $4,500 $3,150 $630 $154
County Service Area 35
Zone AT $10,000 $7,000 $1,400 $341
Bretz Road between Hig hway
168 and Slick Rock Lane $7,000 $4,900 $980 $239
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5. For illustrative purposes only, the table below shows what the
CONTRACTOR’s additional compensation would be if the ten-year average of
precipitation were 29.3 inches and the total amount of precipitation for the immediately
preceding snow season from November to April were 40.5 inches.
November through April Removal Snow Period Additional Compensation for over 70% of Ten-Year
Average Precipitation
SERVICE AREA Unit Price
Per Inch
70% of the
ten-year
avg.
Precipitation exceeding
70% of the ten-year avg.
(20.5 inches)
Additional
Compensation
County Service Area 35
Zone AS $1,672 20.5 inches 20 inches $33,440
Solitude Lane to Shaver
Lake Wastewater
Treatment Plant
$154 20.5 inches 20 inches $3,080
County Service Area 35
Zone AT $341 20.5 inches 20 inches $6,820
Bretz Road between
Highway 168 and Slick
Rock Lane
$239 20.5 inches 20 inches $4,780
B. Out-of-Season Snow Removal Period: During the Out-of-Season Snow
Removal Period, the CONTRACTOR will be compensated at the rates stated in the
table below. The CONTRACTOR shall submit in writing the hours engaged in Out-of-
Season snow removal when a minimum of three inches has accumulated on the subject
roadway. No allowance will be made for travel time to and from the service area. The
CONTRACTOR may be required to provide snow removal services for other areas that
the CONTRACTOR is not responsible for during the November through April Snow
Removal Period. The table below provides the hourly rate that may be utilized for Out-
of-Season Snow Removal.
Out-of-Season Snow Removal Period Hourly Rates
SERVICE AREA Hourly Rate
County Service Area 35 Zone AS $200
Driveway from Solitude Lane to Shaver Lake Wastewater Treatment Plant $200
County Service Area 35 Zone AT $200
Bretz Road from Highway 168 to Slick Rock Lane $200
C. The maximum compensation that may be paid to the CONTRACTOR for
each year of the two-year term of this agreement is $105,750 for the November
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through April Snow Removal Period a nd $14,100 for the Out-of-Season Snow
Removal Period, for a total of $119,850.
D. CPI ADJUSTMENT: For each of the two additional one year extensions
past the two year term, the price quote(s) will be adjusted based on the Consumer
Price Index (CPI) All Urb an Consumers for San Francisco -Oakland-San Jose, CA,
Standard Metropolitan Statistical Area published by the United States Department of
Labor, Bureau of Labor Statistics or any successor index. The CPI information will be
taken from the U.S. Department o f Labor’s website: http://www.bls.gov/cpi/.
The price quote(s) for an average year for the November through April snow removal
period and rate(s) per hour for Out-of-Season snow removal shall be adjusted as
follows.
1. In the third year of the service agreement, if both the COUNTY
Representative and CONTRACTOR agree to extend the agreement by one year, the
CPI value for April 201 6 will be subtracted from the CPI value for April 201 8 and the
difference divided into the April 2016 value to determine the p ercentage change in the
CPI from April 2016 to April 2018. The percentage change will be calculated to a
tenth of one percent. If the COUNTY Representative and the CONTRACTOR agree
to extend the agreement in the third year, all compensation amounts will be adjusted
up by the percentage change from April 2016 to April 2018 not to exceed six percent
(6%).
2. In the fourth year of the service agreement, if both the COUNTY
Representative and the CONTRACTOR agree to extend the agreement by one more
year, the CPI value for April 2018 will be subtracted from the CPI value for April 201 9
and the difference divided into the CPI value for April 2018 to determine the
percentage change during that period. If the COUNTY Representative and the
CONTRACTOR agree to extend the agreement in the fourth year, all compensation
amounts will be adjusted up by the percentage change not to exceed three percent
(3%).
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3. If the percentage change is zero or negative, t he respective
quotations and hourly rates shall remain the same in either or both of the third or the
fourth year of the agreement.
5. INVOICING:
CONTRACTOR shall prepare and send to the COUNTY Representative a
separate invoice for each County Service Area zone within the Service Area. If the
precipitation amount is above the ten-year average, the CONTRACTOR shall prepare
and send to the COUNTY an invoice by the end of May showing the adjustment
calculation.
The CONTRACTOR shall send invoices by United States First-Class Mail to:
Fresno County Department of Public Works and Planning
Resources Division, Special Districts Section
2220 Tulare Street, Sixth Floor
Fresno, CA 93721-2106
6. PAYMENT:
Upon receipt of a proper invoice, the COUNTY will take a maximum of forty-five
(45) working days to review, approve, and issue payment through the COUNTY Auditor-
Controller/Treasurer-Tax Collector. Unsatisfactory or inaccurate invoices may be
returned to the CONTRACTOR for correction and resubmittal.
7. TERM AND RENEWAL:
This agreement is effective when signed through October 31, 2018, provided
however that this agreement may be extended for no more than two one-year periods
after October 31, 2018, by the COUNTY Representative. To exercise each one-year
extension, the COUNTY Representative will notify the CONTRACTOR of the extension
by written letter before June 30, 2018, for the first extension and before June 30, 2019,
for the second extension.
8. DEFAULT:
In case of default by CONTRACTOR, the COUNTY may procure snow removal
services from another source and may recover the loss occasioned thereby from any
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unpaid balance due the CONTRACTOR or by any other legal means available to the
COUNTY.
9. TERMINATION:
A. Non-Allocation of Funds - The terms of this agreement, and the services
to be provided thereunder, are contingent on the approval of funds by the COUNTY.
Should sufficient funds not be allocated, the services provided may be modified, or this
agreement terminated, at any time by giving the CONTRACTOR thirty (30) days
advance written notice.
B. Breach of Contract - The COUNTY may immediately suspend or terminate
this agreement in whole or in part, where in the determination of the COUNTY there is:
1) An illegal or improper use of funds;
2) A failure to comply with any term of this agreement;
3) A substantially incorrect or incomplete report submitted to the
COUNTY;
4) Improperly performed service.
In no event shall any payment by the COUNTY constitute a waiver by the
COUNTY of any breach of this agreement or any default, which may then exist on the
part of the CONTRACTOR. Neither shall such payment impair or prejudice any remedy
available to the COUNTY with respect to the breach or default. The COUNTY shall
have the right to demand of the CONTRACTOR the repayment to the COUNTY of any
funds disbursed to the CONTRACTOR under this agreement, which in the judgment of
the COUNTY were not expended in accordance with the terms of this agreement. The
CONTRACTOR shall promptly refund any such funds upon demand.
C. Without Cause - Under circumstances other than those set forth above,
this agreement may be terminated by either party upon the giving of ninety (90) days
advance written notice of an intention to terminate to other party. In the event of such
termination, the CONTRACTOR shall be paid for satisfactory services or supplies
provided to the date of termination.
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10. LAWS AND REGULATIONS:
The CONTRACTOR shall comply with all laws, rules and regulations whether
they are Federal, State or municipal, which may be applicable to CONTRACTOR's
business, equipment and personnel engaged in service covered by this Agreement.
11. AUDITS AND INSPECTIONS:
A. The CONTRACTOR shall at any time during business hours, and as often
as the COUNTY may deem necessary, make available to the COUNTY for examination all
of its records and data with respect to the matters covered by this agreement. The
CONTRACTOR shall, upon request by the COUNTY, permit the COUNTY to audit and
inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
with the terms of this agreement.
B. If this agreement exceeds ten thousand dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the Auditor General for
a period of three (3) years after final payment under contract (Government Code
Section 8546.7).
12. HOLD HARMLESS:
CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY'S
request, defend the COUNTY, its officers, agents, and employees from any and all
costs and expenses, damages, liabilities, claims, and losses occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR,
its officers, agents, or employees under this agreement, and from any and all costs and
expenses, damages, liabilities, claims, and losses occurring or resulting to any person,
firm, or corporation who may be injured or damaged by the performance, or failure to
perform, of CONTRACTOR, its officers, agents, or employees under this agreement.
13. INSURANCE:
Without limiting the COUNTY's right to obtain indemnification from
CONTRACTOR or any third parties, CONTRACTOR, at its sole expense, shall maintain
in full force and effect the following insurance policies throughout the term of this
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agreement:
Commercial General Liability: Commercial General Liability Insurance with limits
of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence and an
annual aggregate of Two Million and No/100 Dollars ($2,000,000.00). This policy shall
be issued on a per occurrence basis. COUNTY may require specific coverage including
completed operations, product liability, contractual liability, Explosion-Collapse-
Underground, fire legal liability or any other liability insurance deemed necessary
because of the nature of the contract.
Automobile Liability: Comprehensive Automobile Liability Insurance with limits
for bodily injury of not less than Two Hundred Fifty Thousand Dollars and No/100
Dollars ($250,000.00) per person, Five Hundred Thousand and No/100 Dollars
($500,000.00) per accident and for property damages of not less than Fifty Thousan d
and No/100 Dollars ($50,000.00), or such coverage with a combined single limit of Five
Hundred Thousand and No/100 Dollars ($500,000.00). Coverage should include owned
and non-owned vehicles used in connection with this Agreement.
Worker's Compensation: A policy of Worker's Compensation insurance as may
be required by the California Labor Code.
CONTRACTOR shall obtain endorsements to the Commercial General Liability
insurance naming the COUNTY, its officers, agents, and employees, individually and
collectively, as additional insured, but only insofar as the operations under this
agreement are concerned. Such coverage for additional insured shall apply as primary
insurance and any other insurance, or self-insurance, maintained by COUNTY, its
officers, agents and employees shall be excess only and not contributing with insurance
provided under CONTRACTOR's policies herein. This insurance shall not be cancelled
or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
Within thirty (30) days from the date CONTRACTOR executes this agreement,
CONTRACTOR shall provide certificates of insurance and endorsement as stated
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above for all of the foregoing policies, as required herein, to the COUNTY Department
of Public Works and Planning, Resources Division, Special Districts Section, stating that
such insurance coverage have been obtained and are in full force; that the COUNTY, its
officers, agents and employees will not be responsible for any premiums on the policies;
that such Commercial General Liability insurance names the COUNTY, its officers,
agents and employees, individually and collectively, as additional insured, but only
insofar as the operations under this agreement are concerned; that such coverage for
additional insured shall apply as primary insurance and any other insurance, or self -
insurance, maintained by COUNTY, its officers, agents and employees, shall be excess
only and not contributing with insurance provided under CONTRACTOR's policies
herein; and that this insurance shall not be cancelled or changed without a minimum of
thirty (30) days advance, written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance
coverage as herein provided, the COUNTY may, in addition to other remedies it may
have, suspend or terminate this agreement upon the occurrence of such event. All
policies shall be with admitted insurers licensed to do business in the State of California.
Insurance purchased shall be purchased from companies possessing a current A.M.
Best, Inc. rating of A FSC VII or better.
14. INDEPENDENT CONTRACTOR:
A. In performance of the work, duties and obligations assumed by
CONTRACTOR under this agreement, it is mutually understood and agreed that
CONTRACTOR, including any and all of CONTRACTOR's officers, agents, and
employees will at all times be acting and performing as an independent contractor, and
shall act in an independent capacity and not as an officer, agent, servant, employee,
joint venturer, partner, or associate of the COUNTY. Furthermore, COUNTY shall have
no right to control or supervise or direct the manner or method by which CONTRACTOR
shall perform its work and function. However, COUNTY shall retain the right to
administer this agreement so as to verify that CONTRACTOR is performing its
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obligations in accordance with the terms and conditions thereof. CONTRACTOR and
COUNTY shall comply with all applicable provisions of law and the rules and
regulations, if any, of governmental authorities having jurisdiction over matters the
subject thereof.
B. Because of its status as an independent contractor, CONTRACTOR shall
have absolutely no right to employment rights and benefits available to COUNTY
employees. CONTRACTOR shall be solely liable and responsible for providing to, or on
behalf of, its employees all legally-required employee benefits. In addition,
CONTRACTOR shall be solely responsible and save COUNTY harmless from all
matters relating to payment of CONTRACTOR's employees, including compliance with
Social Security, withholding, and all other regulations governing such matters. It is
acknowledged that during the term of this agreement, CONTRACTOR may be providing
services to others unrelated to the COUNTY or to this Agreement.
15. NON-ASSIGNMENT:
Neither party shall assign, transfer or sub-contract this Agreement nor their rights
or duties under this agreement without the written consent of the other party.
16. AMENDMENTS:
Except as provided in section 7, this agreement may be amended only by written
agreement signed by both parties.
17. CONTRACTOR'S LEGAL AUTHORITY:
Each individual executing this agreement on behalf of CONTRACTOR hereby
covenants, warrants, and represents: (i) that he or she is duly authorized to execute and
deliver this agreement on behalf of the CONTRACTOR; and (ii) that this agreement is
binding upon the CONTRACTOR.
18. NOTICES:
The persons and their addresses having authority to give and receive notices under
this Agreement include the following:
COUNTY CONTRACTOR
COUNTY OF FRESNO Robert Walker, Owner
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Special Districts Administrator RJW Enterprises
Department of Public Works and Planning P.O. Box 162
2220 Tulare Street, 6th Floor Shaver Lake, CA 93664
Fresno, CA 93721
All notices between the COUNTY and the CONTRACTOR provided for or permitted
under this agreement must be in writing and delivered either by personal service, by first-
class United States mail, by an overnight commercial courier service, or by telephonic
facsimile transmission. A notice delivered by personal service is effective upon service to
the recipient. A notice delivered by first-class United States mail is effective three
COUNTY business days after deposit in the United States mail, postage prepaid,
addressed to the recipient. A notice delivered by an overnight commercial courier service
is effective one COUNTY business day after deposit with the overnight commercial courier
service, delivery fees prepaid, with delivery instructions given for next day delivery,
addressed to the recipient. A notice delivered by telephonic facsimile is effective when
transmission to the recipient is completed (but, if such transmission is completed outside
of COUNTY business hours, then such delivery shall be deemed to be effective at the next
beginning of a COUNTY business day), provided that the sender maintains a machine
record of the completed transmission. For all claims arising out of or related to this
agreement, nothing in this section establishes, waives, or modifies any claims presentation
requirements or procedures provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
19. GOVERNING LAWS AND VENUE:
This agreement shall be construed, interpreted and enforced under the laws of
the State of California. Venue for any action shall only be in County of Fresno.
20. SEVERABILITY:
If a court of competent jurisdiction finds that any provision of this agreement is
invalid, this agreement shall be construed as not containing such provision, and all other
provisions which are otherwise lawful shall remain in full force and effect.
21. ENTIRE AGREEMENT:
This agreement constitutes the entire agreement between the CONTRACTOR and
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COUNTY with respect to the subject matter hereof and supersedes all previous
agreement negotiations, proposals, commitments, writings, advertisements, publications,
and understanding of any nature whatsoever unless expressly included in this agreement.
[SIGNATURE PAGE FOLLOWS]
1 IN WITNESS WHEREOF, the parties have executed this Agreement on the date
2 set forth above.
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RJW ENTERPRISES
Robert Walker, Owner
REVIEWED AND RECOMM
FOR APPROVAL
By:-:-:-----=,.....-:-:-~P'-::1!:-i-----:---Steven E. Whi e,
Department of P
Planning
15 APPROVED AS TO LEGAL FORM
Daniel C. Cederberg 16
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County Counsel
By:~/~
~puty
APPROVED AS TO ACCOUNTING
21 FORM
Vicki Crow, C.P.A
22 Auditor-Controller/ Treasurer-Tax
Collector
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By: {(> c 1 :Zc ( 4c:::=--
Deputy
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COUNTY OF FRESNO
~~~
Ernest Buddy Mendes, Chairman
Board of Supervisors
ATTEST:
Bernice E. Seidel, Clerk
Board of Supervisors
By: ~,ci; ~ Depuy
FOR ACCOUNTING USE ONLY
CSA 35 Zone 0
Fund: 0220
Subclass: 12330
Org. No: 9180
Account: 7220
CSA 35 Zone AS
Fund: 0220
Subclass: 12778
Org. No: 9275
Account: 7220
CSA 35 Zone AT
Fund: 0220
Subclass: 12575
Org. No: 9231
Account: 7220
CSA 35 Zone CD
Fund: 0220
Subclass: 12758
Org. No: 9259
Account: 7220
CSA 35 Zone Cl
Fund: 0220
Subclass: 12765
Org. No: 9265
Account: 7220
CSA 31 Zone B
Fund: 0810
Subclass: 12000
Org. No: 9166
Account: 7220
WWD 41 ZoneS
Fund: 0920
Subclass: 16000
Org. No: 9351
Account: 7220