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CONSTRUCTION AGREEMENT STREET & GARFIELD SEWER REPLACEMENT BETWEEN CITY OF MOSCOW, IDAHO AND WESTERN CONSTRUCTION AND EXCAVATION, INC. THIS CONSTRUCTION AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND WESTER CONSTRUCT.ION AND EXCAVATION, INC. (hereinafter "Agreement") dated this & day of Aprt \ , 2013, 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 Western Construction and Excavation, Inc., 911 Vista Avenue, Lewiston, Idaho, 83501 (hereinafter "Contractor"); WITNESSETH: WHEREAS, pursuant to the invitation of City, extended through an officially published "Advertisement for Bids", Contractor did, in accordance therewith, file with City a proposal containing an offer which was invited by said notice; and WHEREAS, City has determined that said offer was the lowest and best submitted; 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: 1. Advertisement for Bids; 2. Project Specifications titled: Street & Garfield Sewer Replacement Proj ect No. 103-011 3. Bid/Proposal of Contractor, dated March 19, 2013, 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, attached to this Agreement; 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. STREET AND GARFlELD SEWER REPLACEMENT CiTY AND WESTERN CONSTRUCTION AND EXCAVATION PAGE 1 OF 5 ---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: STREET & GARFIELD SEWER REPLACEMENT ARTICLE3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall start no earlier than June 10, 2013 and be substantially completed no later than August 23, 2013. The work shall be completed on or before sixty (60) 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. 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 One Hundred Ninety Eight Thousand Eight Hundred Ninety Three Dollars ($198,893) for Base Bid and No Alternates. 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. 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. STREET AND GARFIELD SEWER REPLACEMENT CtTY AND WESTERN CONSTRUCTION AND EXCAVATION PAGE 2 OF 5 ---PAGE BREAK--- ARTICLE7. HOLD HARMLESS/INDEMNIFICATION In addition to other rights granted City by the Contract Documents, Contractor shall indemnify and save harmless the Engineer and City, its officers and employees, 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 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 harmless City and its employees, agents 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. STREET AND GARFIELD SEWER REPLACEMENT CITY AND WESTERN CONSTRUCTION AND EXCAVATION PAGE 3 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. SPECIAL WARRANTY Contractor warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Agreement. Contractor further 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 13 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: Western Construction and Excavation, Inc. 911 Vista A venue Lewiston, Idaho 83501 ARTICLE 14. EXECUTION City: City of Moscow 206 E. 3rd Street P 0 Box 9203 Moscow, Idaho 83843 IN WITNESS WHEREOF, said Contractor and the City have caused this Agreement to be executed on the day and year first above written . Contractor: . Lruction and Excavation, Inc. By: STREET AND GARFIELD SEWER REPLACEMENT CITY AND WESTERN CONSTRUCTION AND EXCAVATION PAGE4 OF 5 ---PAGE BREAK--- ACK NOWLEDGMENT State of ) County of llill.C.l ) :ss ) On this 8 day of A-(Jfl·;l L 2013 , personally appeared. rY\ ¥l < to okfa and known to me to be the fGI\e.Q, dfln.r and St?