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CONSTRUCTION AGREEMENT BOOSTER STATION REPLACEMENTS - PHASE I BETWEEN CITY OF MOSCOW, IDAHO AND T.W. CLARK CONSTRUCTION, LLC THIS CONSTRUCTION AGREEMENT BOOSTER STATION REPLACEMENTS - PHASE 1 BETWEEN CITY OF MOSCOW, IDAHO AND T.W. CLARK CONSTRUCTION, LLC (hereinafter 'Agreement"), dated this Z8+ day of February, 2017, 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 T.W. Clark Construction, LLC, 1117 N Evergreen Road Spokane, Washington, 99216 (hereinafter "Contractor"); W I T N E S S E T H : 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 and the following: 1. Advertisement for Bids; 2. Project Specifications titled: Booster Station Replacements - Phase I (Volumes 1 and 2) 3. Bid/Proposal of Contractor, dated January 31, 2017, physically attached to this Agreement; 4. The Engineering Plans; 5. Performance and Payment Bonds and Insurance Certificates, physically attached to this Agreement; 6. Addenda issued prior to opening of bids: total of five 7. Change Otders which may be delivered or issued after the effectivid11te.Ĕ, ths Ageēllleht There are no Contract Documents other than those listed in Article I. Thi Agreement may only be I f 1 amended by change order as provided in the General Conditions. BOOSTER STATION REPLACEMENTS - PHASE I CITY AND T. W. CLARK CONSTRUCTION PAGE I OF 5 D \'1-01 \ ---PAGE BREAK--- ARTICLE 2. WORK Contractor shall complete the entire work as specified, indicated, and required under the Contract Documents for City project (hereinafter "Project") titled: "Booster Station Replacements - Phase I" ARTICLE 3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall be substantially completed within three hundred sixty five (365) calendar days after receiving the Notice to Proceed. Final Completion of all work shall be accomplished within fifteen (15) calendar days after receiving Substantial Completion. All work shall be completed within these described time frames 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 Two Million Two Hundred Twenty Two Thousand Five Hundred Dollars ($2,222,500) for Base Bid and Additive Bid Item #1 - Vegetative Landscaping, as submitted by Contractor. In no event shall Contract amount exceed Contractor's bid amount of Two Million Two Hundred Twenty Two Thousand Five Hundred Dollars ($2,222,500) unless otherwise authorized by the City. Any such increase in work shall be compensated in accordance with 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. ARTICLE 6. SCOPE OF SERVICES Contractor shall perform all services required by the Contract Documents. All work shall be completed in accordance with the specifications and plans established for this Project. BOOSTER STATION REPLACEMENTS - PHASE I CITY AND T. W. CLARK CONSTRUCTION PAGE20F 5 ---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, 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 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. BOOSTER STATION REPLACEMENTS - PHASE I CITY AND T. W. CLARK CONSTRUCTION PAGE3 OF 5 ---PAGE BREAK--- ARTICLE 11. 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 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 oflitigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of ldaho, 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 ofthis 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: T.W. Clark Construction, LLC 1117 N. Evergreen Road, #1 Spokane, Washington 99216 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: T.W. Clark Construction, LLC BOOSTER STATION REPLACEMENTS - PHASE I CITY AND T. W. CLARK CONSTRUCTION PAGE40F 5 ---PAGE BREAK--- STATE OF WASHINGTON County of Approved As To Form: tlill Roderick HaU, City Attorney ACKNOWLEDGMENT ) ) ss: ) On this.Z. day ofMM , 2017, before me, the undersigned, a Notary in and for said State, personally appeared Steve Sll4r. known to me to be the person whose name is subscribed to the foregoing Agreement and acknowledged to me that he executed the same in his capacity as Managing Member for T.W. Clark Construction, LLC. (seal) BOOSTER STATION REPLACEMENTS - PHASE I CITY AND T.W. CLARK CONSTRUCTION Notarymt-:kL a My commission expires: \ D @ PAGES OF 5 ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK--- ---PAGE BREAK---