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CONSTRUCTION AGREEMENT NEW DOWNTOWN RESTROOMS BETWEEN CITY OF MOSCOW, IDAHO AND GOLIS CONSTRUCTION, INC. THIS CONSTRUCTION AGREEMENT NEW DOWNTOWN RESTROOMS BETWEEN CITY OF M QS< OW, ID.Af!O AND GOLIS CONSTRUCTION, INC. (hereinafter "Agreement"), dated this day of Nli\/tMb-r , 2016, by and between the City of Moscow, Idaho, a municipal corporation of the State of fdaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "City"), and Golis Construction, Inc., 320 Nelson Avenue, Moscow, Idaho, 83843 (hereinafter "Contractor"); WITNESSETH: WHEREAS, pursuant to the invitation of City through a "Solicitation For Bids", Contractor submitted a proposal containing an offer invited by said notice; and WHEREAS, City has determined that Contractor's said offer was the lowest responsive bid; and WHEREAS, City has accepted Contractor's bid; NOW THEREFORE, the parties to this Agreement, in consideration of the mutual covenants and stipulations set out, agree as follows: ARTICLE 1. CONTRACT DOCUMENTS The Contract Documents which comprise the entire agreement between City and Contractor concerning the work to be performed are this Agreement, comprised of: 1. Advertisement for Bids; 2. Project Manual titled: New Downtown Restrooms, including AIA 101 and AIA 201 documents (three hundred seventy six [376] pages, dated 08-20-2016) 3. Bid/Proposal of Contractor, physically attached to this Agreement; 4. The Construction Drawings (six sheets, dated 08-20-2016); 5. Performance and Payment Bonds and Insurance Certificates, physically attached to this Agreement; 6. Addendum No.I dated September 9, 2016; 7. Change Orders which may be delivered or issued after the effective date of this Agreement. There are no Contract Documents other than those listed in Article 1. This Agreement may only be amended by change order as provided in the General Conditions. NEW DOWNTOWN RESTROOMS CITY AND Gaus CONSTRUCTION, INC. PAGE I OF6 Dlw-07 ---PAGE BREAK--- ARTICLE2. WORK Contractor shall complete the entire work as specified, indicated, and required under the Contract Documents for City project (hereinafter "Project") titled: "New Downtown Restrooms" ARTICLE3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall be completed on or before one hundred eighty (180) calendar days from the Notice to Proceed commencement of work, unless adjustment of the contract time is made in accordance with the provisions of the Contract Documents. Contractor shall begin work in conformance with the Contract Documents and shall complete the work prior to the date of completion. ARTICLE 4. CONTRACT SUM City shall pay Contractor for completion of the Work in accordance with the Contract Documents in current funds the amount of Two Hundred Five Thousand, Five Hundred Dollars ($205,500), subject to additions or deductions as provided in Contract Documents. In no event shall Contract amount exceed Contractor's bid amount of Two Hundred Five Thousand, Five Hundred Dollars ($205,500) unless otherwise authorized by the City. Any such increase in work shall be compensated in accordance with unit pricing terms specified in bid documents. Said Contract Sum shall be paid in accordance with the Contract Documents. ARTICLE 5. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between Contractor and City by the terms of this Agreement. It is understood by the parties hereto that Contractor is an independent contractor and, as such, neither it nor its employees, agents, representatives or subcontractors, if any, are employees of City for purposes of tax, retirement system, or social security (FICA) withholding. ARTICLE6. SCOPE OF SERVICES Contractor shall perfonn all services required by the Contract Documents. All work shall be completed in accordance with the specifications and plans established for this Project. NEW DOWNTOWN RESTROOMS CITY AND Gous CONSTRUCTION, !NC. PAGE2 OF 6 ---PAGE BREAK--- ARTICLE 7. HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted City by the Contract Documents, Contractor shall indemnify and hold harmless the City, its officers, employees, architects, and engineers, from all suits, actions, or claims of any character brought because of any injuries or damages received or sustained by any person, persons, or property on account of the operations of Contractor or its subcontractors; or on account of or in consequence of any neglect in safeguarding the work; or through use of unacceptable materials in constructing the work; or because of any act or omission, neglect, or misconduct of Contractor or its subcontractors; or because of any claims or amounts recovered from any infringements of patent, trademark or copyright; or from any claims or amounts arising or recovered under the Workmen's Compensation Act or any other law, ordinance, order or decree. ARTICLE 8. CONFLICT OF INTEREST Contractor covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the Project which would conflict in any manner or degree with the performance of its services hereunder. Contractor further covenants that, in performing this Agreement, it will employ no person who has any such interest. Should any conflict of interest arise during the performance of this Agreement, Contractor shall immediately disclose such conflict to the Project Engineer/Engineer and City. ARTICLE 9. DISCRIMINATION PROHIBITED In performing the Services required herein, Contractor shall not unlawfully discriminate in violation of any Federal, State or local law, rule or regulation against any person on the basis of race, color, religion, gender, pregnancy, national origin, ancestry, age, marital status, veteran status, disability, sexual orientation, genetic information, or any other basis prohibited by Federal, State or local law. ARTICLE 10. ENTIRE AGREEMENT, MODIFICATION AND ASSIGNABILITY This Agreement and the exhibits hereto (if any) contain the entire agreement between the parties, and no statements, promises, or inducements made by either party, or agents of either party are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. Contractor may not subcontract or assign its rights (including the right to compensation) or duties arising hereunder other than as contemplated by the Contract Documents, without the prior written consent and express authorization of City. ARTICLE 11. ADHERENCE TO LAW REQUIRED All applicable Federal, State and local statutes and regulations are hereby made a part of this Agreement and shall be adhered to at all times. Violation of any of these statutes or regulations by NEW DOWNTOWN RESTROOMS CITY AND Gous CONSTRUCTION, INC. PAGE30F6 ---PAGE BREAK--- Contractor shall be deemed material and shall subject Contractor to termination of this Agreement for cause. No pleas of misunderstanding or ignorance on the part of Contractor will in any way serve to modify the provisions of this requirement. Contractor and its surety shall indemnify and hold harmless City and its employees, agents, engineers and representatives against any claim or liability arising from or based on the violation of any such laws, codes, ordinances, or regulations, whether by Contractor, Contractor's employees, or its subcontractors. ARTICLE 12. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. ARTICLE 13. JURISDICTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court. ARTICLE 14. SPECIAL WARRANTY Contractor declares that no improper personal, political or social activities have been used or attempted in an effort to influence the outcome of the competition, discussion, or negotiation leading to the award of this Agreement. Any such activity by Contractor shall make this Agreement null and void. ARTICLE 15. COMMUNICATIONS Such communications as are required by this Agreement shall be satisfied by mailing or by personal delivery to the parties at the following address: Contractor: Golis Construction, Inc. Tom Golis 320 Nelson Avenue Moscow, Idaho 83843 NEW DOWNTOWN RESTROOMS CITY AND Gous CONSTRUCTION, INC. City: City Engineer City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 PAGE4 OF 6 ---PAGE BREAK--- ARTICLE 15. EXECUTION IN WITNESS WHEREOF, said Contractor and City have caused this Agreement to be executed on the day and year first above written. Contractor: Golis Construction, Inc. By: Tom Golis STATEOF County of City: City of Moscow, Idaho Approved As To Form: Roderick Hall, City Attorney ACKNOWLEDGMENT ) ) :s ) d On thi day f N ()\/'-Ojy\lQ!c 2016 before m the undersigned a Notary in and for said State, personally appeared Tom Golis, known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he/she executed the same in his capacity as representative for Golis Construction, Inc. L. = > c..a - : 'fl" " : = = s E - 0 < @ ,,,4f1"E Of . ''•u11•1'· NEW DOWNTOWN RESTROOMS CITY AND Gous CONSTRUCTION, INC. PAGE5 OF 6 ---PAGE BREAK--- EXHIBIT(S) NEW DOWNTOWN RESTROOMS CITY AND Gous CONSTRUCTION, INC. PAGE6 OF 6 ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK---