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CONSTRUCTION AGREEMENT PAVEMENT PRESERVATION PROJECT - 2016 BETWEEN CITY OF MOSCOW, IDAHO AND INTERMOUNTAIN SLURRY SEAL, INC. THIS CONSTRUCTION AGREEMENT PAVEMENT PRESERVATION PROJECT - 2016 BETWEEN CITY OF MOSCOW, IDAHO AND INTERMOUNTAIN SLURRY SEAL, INC. (hereinafter"Agreement") dated this _2l_ day of nJ\.8--n:.k, , 2016 by and between the City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "City"), and Intermountain Slurry Seal, Inc., P 0 Box 26754, Salt Lake City, Utah, 84126 (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 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, pages one through five (1 through 5) and the following: I . Advertisement for Bids; 2. Project Specifications titled: Pavement Preservation Project - 2016 City of Moscow Project No. 104-016 3. Bid/Proposal of Contractor, dated March 8, 2016, physically attached to this Agreement; 4. The Engineering Plans; 5. Performance and Payment Bonds and Insurance Certificates, physically attached to this Agreement; 6. No Addendum issued prior to opening of bids; 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. PAVEMENT PRESERV ATJON PROJECT - 20 J 6 CITY AND [NTERMOUNTA!N SLURRY SEAL PAGE I Of 15 ---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: "Pavement Preservation Project -2016" ARTICLE 3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall start no earlier than June 13, 2016 and shall be substantially completed by August 19, 2016. The work shall be completed on or before Thirty (30) calendar days from the 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. ARTICLE4. CONTRACT SUM City shall pay Contractor for completion of the Work in accordance with the Contract Documents in current funds the amount of One Hundred Ninety Thousand Nine Hundred Twenty and 00/l 00 Dollars ($190,920.00) for Bid Schedule B, as submitted by Contractor. In no event shall Contract amount exceed Contractor's bid amount of One Hundred Ninety Thousand Nine Hundred Twenty and 00/J 00 Dollars ($190,920.00) 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. ARTICLES. 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 aH services required by the Contract Documents. All work shall be completed in accordance with the specifications and plans established for this Project. PAVEMENT PRESERVATION PROJECT -2016 CITY AND INTERMOUNTAfN SLURRY SEAL PAGE2Of15 ---PAGE BREAK--- ARTICLE7. HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted City by the Contract Documents, Contractor shall indemnify and save harmless the City, its officers, employees, 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. ARTICLES. 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. ARTICLE9. 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 10. ADHERENCE TO LAW REQUIRED All applicable local, state and federal 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 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 save hannless 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. PAVEMENT PRESERVATION PROJECT- 2016 CITY AND INTERMOUNTA!N SLURRY SEAL PAGE30F 15 ---PAGE BREAK--- ARTICLE 11. LEGAL FEES In the event either party incurs legal expenses to enforce the tenns 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 12. 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 ofldaho, in and for the County of Latah. ARTICLE 13. 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 14. 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: Intermountain Slurry Seal, Inc. P 0 Box26754 Salt Lake City, UT 84126 ARTICLE 15. EXECUTION City: City Engineer City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 IN WITNESS WHEREOF, said Contractor and City have caused this Agreement to be executed on the day and year first above written. Contractor: Intermountain Slurry Seal, Inc. City: City of Moscow, Idaho , fi±!_ By: Bill Lambert, Mayor Kathleen Schreckengost, ice Prtni ¢ l [C VT.A !Jf.. : _ oi0E ; . _ \ lt:-4\ Zf PAVEMENT PRESERVATION PROJECT - 2016 Y CITY AND INTERMOUNTAIN SLURRY SEAL 7V3S PAGE40Fl5 ---PAGE BREAK--- By: ATTEST: Approved As To Fonn: llQQ Roderick Hall, City Attorney ACKNOWLEDGMENT - See 0 p ) ) :ss ) On this day of , 2016, before me, the undersigned, a Notary in and for said State, personally appeared . 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/her capacity as for Intermountain Slurry Seal, Inc. (seal) Notary Public residing at: My commission expires: PAV EMEN r PRi-:SERVATION PROJECT - 2016 CITY AND INTERMOUNTAIN SLURRY SEAL PAGE 5 OF 15 ---PAGE BREAK--- INTERMOUNT AIN SLURRY SEAL, INC. CERTIFICATE OF SECRETARY I, Kathleen Schreckengost, Assistant Secretary of INTERMOUNTAIN SLURRY SEAL, INC., a Wyoming corporation (the "Company"), do hereby certify that the following is a true and correct copy of resolutions duly adopted effective December 18, 2014 by unanimous written consent and without a meeting as authorized by 17-16-821 of the Wyoming Business Corporation act and the Bylaws of the Company: AUTHORIZATION OF APPROVED CONTRACT SIGNERS RESOLVED, that the below listed officers are authorized to execute and deliver on behalf of the Company all documents, agreements and undertakings required in connection with construction contract formation and operations of the Company: Jason T. Klaumann Kathleen Schreckengost Darren S. Beevor President Vice President, Treasurer & Assistant Secretary Vice President, Controller & Secretary Gary R. Price Vice President & Assistant Secretary Ryan W. Brady Assistant Secretary RESOLVED FURTHER, that the below listed individuals of Granite Construction Incorporated, parent of the Company, are authorized to execute and deliver on behalf of the Company all documents, agreements and undertakings required in connection with construction contract formation and operations of the Company: James H. Roberts Christopher S. Miller Laurel J. Krzeminski Philip M. DeCocco Michael F. Donnino Patrick B. Kenny Martin P. Matheson James D. Richards Richard A. Watts Jigisha Desai President & Chief Executive Officer Executive Vice President, Chief Operating Officer & Assistant Secretary Senior Vice President, Chief Financial Officer & Assistant Secretary Senior Vice President of Human Resources & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, General Counsel, Corporate Compliance Officer & Secretary Vice President of Corporate Finance, Treasurer, Assistant Financial Officer & Assistant Secretary Bradley G. Graham Vice President, Controller, Assistant Financial Officer & Assistant Secretary Nicholas B. Blackburn Director of Corporate Taxation & Assistant Secretary RESOLVED FURTHER, that the authority provided for herein shall be in accordance with applicable policies, procedures and limits of authority previously approved and the Granite Construction Incorporated Delegation of Authority and Policy then in effect. Page I of2 L: SHARED COU All.CORP Corporalc 09-0027 Cl'l"lillcalcs of Secretary Ac1ions-Ccrtificales-UWCs·.Ccr1.` for ISS 12 14 Final doc ---PAGE BREAK--- AUTHORIZATION OF APPROVED ATTESTORS RESOLVED, that the below listed officers are authorized to attest documents, agreements and undertakings required in connection with construction contract formation and operations of the Company: Jason T. Klaumann Kathleen Schreckengost Darren S. Beevor President Vice President, Treasurer & Assistant Secretary Vice President, Controller & Secretary Gary R. Price Vice President & Assistant Secretary Ryan W. Brady Assistant Secretary RESOLVED FURTHER, that the below listed individuals of Granite Construction Incorporated, parent of the Company, are authorized to attest documents, agreements and undertakings required in connection with construction contract formation and operations of the Company: James H. Roberts Christopher S. Miller Laurel J. Krzeminski Philip M. DeCocco Michael F. Donnino Patrick B. Kenny Martin P. Matheson James D. Richards Richard A. Watts Jigisha Desai President & Chief Executive Officer Executive Vice President, Chief Operating Officer & Assistant Secretary Senior Vice President, Chief Financial Officer & Assistant Secretary Senior Vice President of Human Resources & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, Group Manager & Assistant Secretary Senior Vice President, General Counsel, Corporate Compliance Officer & Secretary Vice President of Corporate Finance, Treasurer, Assistant Financial Officer & Assistant Secretary Bradley G. Graham Vice President, Controller, Assistant Financial Officer & Assistant Secretary Nicholas B. Blackbum Director of Corporate Taxation & Assistant Secretary Kenneth M. Smith Group Counsel & Assistant Secretary Jason M. Jasper Group Counsel & Assistant Secretary Heather J. Lenhardt Group Counsel & Assistant Secretary Dated: December 19, 2014 Page 2 of2 L: SHARED COU AU. CORP Corporalc 09-0027 CcnifieCC8d the penalty hereof, between the amount specified In said bid and the amount for whleh the Obligee may legally contract Wiii another party to perform the work covered by said bid, H the latter amount be in exCB88 of the fonner, then this Obligation shal be null and void, otherwlee to remain In full force end effect. PAVEMENT PRESERVATION PROJECT· 2016 CITY AND JNTERMOUNTA!N SLURRY SEAL lnt1rmountaln Slurry Seal, Inc. Principal FEOeR By: _ A8hley Stlnaon, Attomey-ln-F1ct PAGE 100F 15 ---PAGE BREAK--- A notary public or olh<:r officer compleling fhis certificate verifies only the identity oflhe individual who signed lhc document to which lhis certificate is 111uachV and not lhc truthfulness, aiccuncy, or validity of lhal documenl. State of California County of Santa Cruz On February 26, 2016 ACKNOWLEDGMENT before me, Sumi Sohn-Rigler, Notary Public (Insert name and title of the officer) personally appeared Ashley Stinson. Attorney-in-Fact who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that helshelthey executed the same in hls/herlthelr authorized capaclty(les), and that by hislher/their slgnature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. PAVEMENT PRESERVATION PROJECT - 2016 CITY AND INTERMOUNTAIN SLURRY SEAL (Seal) SUMI SOltN·RIGl.ER Commission ti 2083167 Notary Puࢱiic • Calilornla Santa Cruz County E Comm. C.Xplrࢯࢰ Oct 19, ?018 PAGE 11OF15 ---PAGE BREAK--- Chubb Surety POWER OF ATTORNEY Federal lnsu111nce Company Vigilant Insurance Company Pacific Indemnity Company Attn: Surety Department 15 Mountain View Road Warren, NJ 07059 Know All by These Presenls, Thol FEDERAL INSURANCE COMPANY"' an Indiana eorpomtlon, VIGILANT INSURANCE COMPANY, a Now York corporation, end PACIFIC INDEMNITY COMYANY, a Wisconsin corporation, do each hereb)' conelilule and appolnl liaisha Dn1l, 10hn D. Cuherl11ޜ Gustavnn, Kathlten Sdlre1bngost, Stlnion end Toe of W1uo11v!llޝ. Calif orއ • ••tl1" U••ޔ uuo •nd lo1>1ul Ano1noy.1n. Frei lo cld undol1Alclno• and olhot tl!lnga oblig1I01Y In""' b.'111 l>O<'ll•I elw1 covrot oJ w1lno1>J on oelllޗ GRANITE CONSTRUCTION INCORPORATED nnd an fluboldl•rln •Iona or In Join\ venlure n• rt!. In ކnee on ޖl. ptOj>ONI• DI oonlraot< 10 flo Uni1fd si.i... eny Slolo Vier.of"' IKf1 poBOn, l\ml or corponUOf\ And of •lid• t-c>ndorobࢧJl>ll!OO by 1ut11 ADOll'I0'/·111· Fact in lllo Coވ• ond 011 rt• ޒ1hali"' "'otll....t1e. u'ldl< Ill In PJrtUfnoo cl lhe alll110l!1yht con.,..ny. in ޕU10•1 Whtruo •nd olflt<..i v1e11 C01p<1r111 tࢷ>.18 day o1 July, r STATE OF HEW JERSEY SI. County al So-I On lhb 18"' day cl July, 201<4 tiofort me,• Ho\>1\1 Plll>lot of New Jortoy, 1111roono11twm• 0111"!'1 M Ch!Oto1. IO ma l.ll!>wn lo bo 111.Wtonl ol IN5UAANC€ COMPANY, \llGILANT COMPANV, aNI PACIFIC INOEJ,lflf!Y COMPANY, 1he compa 1 "illcl' utllNY ll)CI oors>OOfll'° ™to ano WOii> lhertlO .mxoo 1>y •u!J>Oll'Y of"" ey. Urws o1 MJ4 C1 tno clOr>&l•l'l ol O.l'ld o_ Nool•, Jr oulnalbtd so u!d ol ADll'IU B. Nonfs. Jt, •nd 11>-.rolO t.Ut>oolbcd l>f oulhoril1 OI uldBy·LaNtlUldln 1nl'1pn>M1noct. KAT}1ERIHEJ.ࢨ · ' NctarWS,..t ll" NOTAAYPU91.1COFHEWJEASEY W\\OTAAI'X -:-1t,201e Ʌ ލ·ގ :0 9 L \C Na111y Publlo 4-'t°lrJl:\\'O CERTIFICATION Eli1nld Imm lhe Br- EOERAL INSURANCE COlolPANY, INSURAHCE COMPANY, end PACIAC INDE*fTY COMPANY: 'All or far on lltllao ot lllO COmpo11y, ellht1 Ulo Cna1t1M11 DI 11>o Plula1\t The or •i!dl oftloatO m•r be engrawc. Jl'\nlOd or Tho o1gn.1m ol 111 lho 1-.-l•O o111c1n· nn Piii dlnl tny P"'.idOfll, Aot.lol>nl YID> SloaoLl aoy M:Qll.t 1t1<11in9 lhontto AslJ•Wlt Socntorltt Anoll\IYJ· In· F IOI cnly 01 and aftoll/ng bOnO• end tlld IMl1'1?• ob!g110ry Ill Iii• noluro ono any wdo powar cl ft!lOmO)l .-11camlo oiQUCh couloo- - by tudl facslm'lt algnoll/rlO tnd fOOd; f, Drwn M. ChloOlll" I• ޠ1111 1<1 OQ Cotnpanlot 11• duty licoro. ol Amrnc.> and !ho "'"rid 0( COlumltla ano ore ainhonz.ed bV lllo U.8 Treuury ll/"'1tr, fޚdo,.I ond Vi;l!Ont 010 ln 111< U,S, IWM• Md fodoral Ii l;o,n•Oo ފ·1110 ol i• lnm, COfllloncl or obllg11li0n by aucn Altomey- In- Fad In Ille Company'& f\Sm8 and on tts behaU as !iurely tlwl .nixed by authority of ltie By- law5 of uld comp⩽̸ and that she signed said Power of Attorney as Se<:retary or said Companies by like authortly; and that 1118 is acquainted with David e. Norris, Jr., and knows him to be Vice Ptetldent of $11kl Companies; end tltat tile .tlgnature or David e. Norris, Jr . . subsalbed to said Power or Attomey is In the genuine handwriting of David B. Norris, Jr •nd was thereto subsalbed by autl\ol1ty of said By- laws and In de nenh presence. l(A THERINE J. ADELAAR Notanat sea1 þ • ÿ NOTARY PUBUC OF NEWJERSEY · / / Colml..:011,2019 tr Pueuc Notary Pub11c Āā CERTIFICATION rrom the By· EDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, and PACIFIC INDEMNITY COMPANY: ·Au power& of attorney for and on behalf of Ille comp11ny mey and shall be e)(flCUled In the name end on benalf of lhe Company, either by the Chairman or !he President or a Vice President ot an Vice Prealrlenl jointly Will the Secl8181Y or an Assistant Se<:relafy, under tileir respedi\tl! dl!Slgne11ons. The algnelllre of such ot'lloers may l>e engraved, plintea or llthOQrephed. The signature of each or the fOllowing ofllcer•: Chalnnen. •ny Vice President any Vlca Pt8M!ant. any secretary, 811)' Seaetaiy and 1ha seal ol lbe Company may be alllxed by facsimile to any ࢟r of attorney 01 10 any oertl!eate relati119 theruto appolnUnu or Attoroevs· In· Fact for purposea only o1 execut1119 and attesting bond$ and undert&kln9' end Olher wriUng& obtigatoty In the nature lheieof. and any auch power o1 attorney or beating sueh ftlcaimHe tignal....e or lac:llmlie 11HI ellal tie. valid and upon tile COfTlpany and any auch power so executed and by auch facaimlle a!gnalure and faal mlle seal shall be valid and blndiOQ upon !tie Company with reapa<:t to any bond or undertaking to wllc:tl It Is. ettaclled." I, Dawn M. Chtoros, secretary of FEDERAL INSURANCE COMPANY, VIGllANT INSURANCE COMPANY. and PACIFIC COMPANY (lhe 'Cornparles') do hereby certll'y tllal the r°""'olng of the By- t.awa of Ille Companies fa ltUe and oorr. (il} \he Compankl8 are duty licensed end alllhortzed to trannct surety busJnen In all 50 ot the United Slete11 o1 America and IJle ll1' Columl>la 1111d are authorfZ.ed by lhe U.S. Treasuiy Department further, Federal and are •tensed In !lie U.S. Virgin Islands, and l'ede(tll I$ liC*nl&6 Ir. Sarnoa. Guam, Puerto Rloo. and each ol the Provtnces of canada ࢠ Pl'il\C8 Edward Island; and (II࢞ lhe foregoing POV