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CONSTRUCTION AGREEMENT NORTH POLK WATER LOOP CONNECTION - 2014 BETWEEN CITY OF MOSCOW, IDAHO AND GERMER CONSTRUCTION, INC. THIS CONSTRUCTION AGREEMENT NORTH POLK WATER LOOP CONNECTION - 2014 BETWEEN CITY OF MOSCOW, IDAHO AND GERMER CONSTRUCTION, INC. (hereinafter "Agreement") dated this -5 day of MP--1 L- , 2014, by and between the City of Moscow, Idaho, a municipal corporation of the State ofldaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "City") and Germer Construction, Inc., 140 East Palouse River Drive, Moscow, Idaho, 83843 (hereinafter "Contractor"); WITNESSETH: WHEREAS, pursuant to the invitation of City, extended through an "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 responsive 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: 1. Advertisement for Bids; 2. Project Specifications titled: NORTH POLK WATER LOOP CONNECTION - 2014 CITY OF MOSCOW PROJECT NO. 113-013 3. Bid/Proposal of Contractor, dated April 8, 2014, physically attached to this Agreement; 4. The Engineering Plans; 5. Performance and Payment Bonds and Insurance Certificates, physically attached to this Agreement; 6. Addendum No. 1 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. NORTH POLK WATER LOOP CONNECTION - 2014 CITY AND GERMER CONSTRUCTION, INC. PAGE 1 OF5 2-0 \ L\ - f ---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: "NORTH POLK WATER LOOP CONNECTION - 2014" ARTICLE 3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall start no earlier than June 9, 2014 and be substantially completed no later than August 18, 2014. 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. 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 Forty Seven Thousand Nine Hundred Twenty Eight Dollars ($147,928) 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. ARTICLE6. 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. 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 NORTH POLK WATER LOOP CONNECTION - 2014 CITY AND GERMER CONSTRUCTION, INC. PAGE 20F5 ---PAGE BREAK--- 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. 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 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 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. NORTH POLK WATER LOOP CONNECTION - 2014 CITY AND GERMER CONSTRUCTION, INC. PAGE30F 5 ---PAGE BREAK--- 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 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 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: Germer Construction, Inc. 140 East Palouse River Drive Moscow, Idaho 83843 ARTICLE 15. EXECUTION City: City Engineer City of Moscow 206 East Third Street P O 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: Germer Construction, Inc. NORTH POLK WA TERLooP CONNECTION - 2014 CITY AND GERMER CONSTRUCTION, INC. City: Roderick Hall, City Attorney PAGE40F 5 ---PAGE BREAK--- State of \d2D County of La.1 ACKNOWLEDGMENT ) ) :ss ) On this 2. B day of 1\'P'l2-1 L , 2014 personally appeared LM&'J' D Gr:Rtf\E1l andt:fo-\HC t. ei known to me to be the Pl2.G:i 08'JT and \)lt-G- fRl;:SlT of Germer Construction, Inc., described in the above document and acknowledged to me they executed the same. (seal) NORTH POLK WATER LOOP CONNECTION - 2014 CITY AND GERMER CONSTRUCTION, INC. iding at: \\AOS'-DvJ xpires: L.O I lp PAGE50F5 ---PAGE BREAK--- INSCO INSURANCE SERVICES, INC Underwriting Manager for: Developers Surety and Indemnity Company Indemnity Company of California 17771 Cowan, Suite 100 •Irvine, California 92614 • (800) 782-1546 Z InscoDico com PERFORMANCE BOND - PUBLIC WORK Bond No. Ő 4ő90Œ5œ 8Ŕ 2 ŕP _ _ _ _ $ 2 130 premium is for contract term and is subject to adjustment based on final Contract Price. KNOW ALL MEN BY THESE PRESENTS: That we, Germer Construction Inc. As Principal, and State of City Of Moscow Developers Surety and Indemnity Company , a corporation duly authorized under the laws of the Iowa to become surety on bonds and undertakings, as Surety, are held and firmly bound unto As Obligee in the full and just sum of One Hundred Forty Seven Thousand Nine Hundred Twenty Eight and no/100---- Dollars, 147 928.00 lawful money of the United States of America, to be paid to the said Obligee, successors or assigns; for which payment, well and truly to be made, we bind ourselves, our heirs, executors, successors, administrators and assigns, jointly and severally, firmly by these presents. The Condition of the foregoing obligation is such that: whereas the above bounden Principal has entered into a contract, dated , with the Obligee to do and perform the following work, to-wit: YEAR N. Polk Water Loop Connection-2014 as is more specifically set forth in said contract. to which contract reference is hereby made; Now therefore, if the said Principal shall well and truly perform the work contracted to be performed under said contract in accordance with the plans and specifications, then the above obligation to be void, otherwise to remain in full force and virtue. No right of action shall accrue under this bond to or for the use of any person other than the Obligee named herein. Sealed with our seals and dated this 2_ 3_ r_d day of A il _ 2014 Germer Construction Inc. 10·1219 (CA) (REV. 8112) Yi'.AR Developers Surety and Indemnity Company Sur giving and granting unto said Attomey(sHn-Fact full power and aulh01ity lo do end to perform every act necessary, requisite or proper lo be done in connection therewith as each of said corporations could do, but reserving lo each of said corporations full power of substitution and revocation, and all of the acts of said Attorney(s)-in-Fact, pursuant to these presents, are hereby ratified and This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Boards of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008. RESOLVED, that a combination of any two of the Chaimnan of the Board, the President, Executive Vice-President, Senior Vice-President or any Vice President of the corporations be, and that each of them hereby is, aulhorized to execute this Power of Attorney, qualifying lhe attomey(s) named in the Power of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of either of the corporations be, and each of them hereby is, authorized to attest Iha execution of any such Power of Attorney; RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the Mure with respect to any bond, undertaking or contract of suretyship to which it is attached. IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective officers and attested by their respective Secretary or Assistant Secretary this May 23, 2013. By: 08 Daniel Young, Senior Vice-President State of California County of Orange )l / 1ce·Preslde11t On ɇ M=rwɈ2ɉ3Ɋ, 2ɋ 0Ɍ13=------ɍbefore me, ɎG=inɏaɐLɑ.G = aɒmɓeɔɕɖ N=ot: ary"-'--Pɗ ub= fiɘ c _ Date Here Insert Name and TIHe of lhe Officer personally appeared-------- GINA L. GARNER COMM.# 2021213 NOTARY PU8UC CALflOflM OMHOI COUN'N' 18,2017 Place Notary Sear Above Daniel Young and Gregg N. Okura Name(s) of Signer(s) who proved to me o n the basis of saHsfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by hishler/their signalure(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true end correct. m _ y _ h - a n _ d _ a - nd _ o_ f fi-1e1 a_ I s _ eal _ . _ · L - Gina L. Gamer, Notary Public CERTIFICATE The undersigned, as Secretary or Assistant Secretary of DEVELOPERS SURETY AND INDEMNITY COMPANY or INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked and, furthermore, that the provisions of the resolutions of the respective Boards of Directors of said corporations set forth in the Power of Attorney are in force as of the date of this Certificate. This Certificate is executed in the City of Irvine, California, this23nl day of Ap (I l By; Mark J. Lansden, Assistant Secretary ID-1380(Rev.05/13) ---PAGE BREAK--- @ INSCO INSURANCE SERVICES. INC Underwriting Manager for: Developers Surety and Indemnity Company Indemnity Company of California 17771 Cowan, Suite \00 •Irvine, California 92614 • (800) 782-1546 www !nscoDico com PAYMENT BOND- PUBLIC WORK Bond No.ŗ49058=2P---- Premium included in Performance bond KNOW ALL MEN BY THESE PRESENTS, That Germer Construction Inc. , as Principal, and Developers Surety and Indemnity Company , a corporation authorized to transact a general surety business in the State of California, as Surety, are held and firmly bound unto City Of Moscow , as Obligee in the sum of One Hundred Forty Seven Thousand Nine Hundred Twenty Eight and - Dollars($ 147 ,928.00 ) for the payment whereof, in lawful money of the United States, said Principal and Surety bind themselves, their heirs, administrators, successors and assigns, join,tly and severally, firmly by these presents. The Condition of the foregoing obligation is such that: whereas, the above bounden Principal has entered into a contract, dated , with the obligee to do the following work, to wit: YEAR N. Polk Water Loop Connection-2014 Now, therefore, if the above bounded Principal, contractor, person, company or corporation, or his or its sub-contractor, fails to pay any claimant named in Section 9100 of the Civil Code of the State of California, or amounts due under the Unemployment Insurance Code, with respect to work on labor performed by any such claimant, that the Surety on this bond will pay the same, in an amount not exceeding the aggregate sum specified in this bond, and also, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded by the court to the prevailing party in said suit, and attorney's fees to be taxed as costs in said suit. This bond shall inure to the benefit of any person named in Section 9100 of the Civil Code of the State of California so as to give a right of action to them or their assigns in any suit brought upon this bond. This bond is executed and filed to comply with the provisions of the act of Legislature of the State of California as designated in Civil Code, Sections 9550-9566 inclusive, and all amendments thereto. Signed and Sealed this 2_ 3_r_ d day of AŖp_ri_I , 2014 Germer Construction Inc. Principal 10-1210 (CA) (REV. 8/12) YEAR Developers Surety and Indemnity Company By 7 Q, Cherie AShby 0 'S Surety Allorney-ln·Fact ---PAGE BREAK--- POWER OF ATTORNEY FOR DEVELOPERS SURETY ANO INDEMNITY COMPANY INDEMNITY COMPANY OF CALIFORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300 KNOW ALL BY THESE PRESENTS lhat except as expressly limited, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, do each hereby make, consHtute and appoint: Della J. Allen, Cherie Ashby, Lisa Smith, Karol McBride, James M. Hewitt, jointly or severally••• as their llue and lawful Attomey(s)-in·Fact, to make, execule, deliver and acknowledge, for and on behalf of said corporalions, as sureties, bonds, undertakings and contracts of surety ship giving and granting unto said Attomey{s)-In-Fact full power and authority to do and to perform every act necessary, requisite or proper to be done in connection therewith as each of said corporalions could do, but reserving to each of said corporatioJlS full power'of subsUtution and revocation, and all of the acts of said Attomey(s)-in-Fact, pursuant to these presents, are hereby ratified and confirmed. This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Boards of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008. RESOLVED, that a combination of any two of lhe Chairman of the Board, the President Executive Vice-President Senior Vice-President or any Vice President of the corporations be, and that each of them hereby is, authorized to execute this Power of Attorney, qualifying the attomey(s) named in the Power of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of either of the corporations be, end each of them hereby is, authorized to attest the execution of any such Power of Attorney; RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relaUng thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporafons when so affixed and in the future with respect to any bond, undertaking or contract of suretyship to which it is attached. IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective officers and attested by their respecUve Secretary or Assistant Secretary this May 23, 2013. r;-;A ʼn · \ ŊŋAOŌō . D . I" S . v· P 'd t anre .oung, enror ice- res1 en /.:fi ·'Q.fl-'PO/ilf;· · )l , 1 oct : Q: t I B 1 \ 10 J n ! y : reggN:lce·President \ \ 1 9 3 Ii /j l State of California County of Orange tow" , · ] 11''11•11u1t1''''''' On ʇ M= ayʈ2=3ʉ 0ʊ 1 3ʋ---ʌ befʍe naʏLʐ amʑeʒʓʔNʕoʖ taʗʘʙPʚu=ʛ= ic ^ Date Here Insert Name and TiHe of the Officer personally appeared ie"- 1 Yi"'o"'un""g "'a""nd"""G""'r_.eoo Place Notary Seal Above Name(s) of Signer(s) who proved to me on the basis of saHsfaclOIY evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that helshelthey executed the same in his/her/lheir authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the enlity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Gina L. Gamer, Notary Public CERTIFICATE The undersigned, as Secretary or Assistant Secretary of DEVELOPERS SURETY AND INDEMNITY COMPANY or INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Power of Attorney remains in full force and has not been revoked and, furthermore, lhat the provisions of the resolutions of the respecUve Boards of Directors of said corporalions set forth in the Power of Attorney are in force as of the date of this Certificate. This Certificate is executed In the City of Irvine, California, this a' day of .1.Dl'f. By: _ _ 526- _ Mark J. Lansdon, Assistant Secretary ID-1380(Rev.05/13) ---PAGE BREAK--- GERMCON-01 LLEHMITZ ACORD' CERTIFICATE OF LIABILITY INSURANCE I DA TE (M MIDDIYYY ) 4/23/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, certain pollcles may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such andorsemenl(s). PRODUCER I.lit"' Stonebraker McQuary E•l\:(509) 758-5529 I ic. No1: (509) 758-5 311 616 5th St. • , °kiL PO Box 9 AOORESS; Clarkston, WA 99403 INSURER(S) AFFORDING COVERAGE NAICI INSURER A: CNA-Contlnental Insurance 35289 INSURED 1NSURERB: CNA-Transportation Ins Co 20494 Germer Construction, Inc. 1NsuRERc ,state Insurance Fund 37129 140 E. Palouse River Dr INSURERO: Moscow, ID 83843 INSURERE: INSURERF: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 'llilS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TiiE POLICY PERIOD INDICATED. N01WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WlilCH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TVPE OF INSURANCE f"VVň ,.vŇ POLICY NUMBER l1Mlll01 LIMrrs INSR wvo GENERAL LIABILllY EACH OCCURRENCE $ 1,000,000 - A x COMMERCIAL GENERAL LIABILITY x 049503308 05/09/2013 05/0912014 Pliel:liSE VF.WXYZ[onco1 $ 100,000 CLAIMS-MADE U OCCUR 5,00C MEO EXP (Any one pee;on) $ I- PERSONAL & /ADV IN..URY $ 1,000,000 - GENERAL AGGREGATE $ 2,000,000 - - GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 2,000,000 n POLICY lxl 'lflr nLoc $ AUTOMOBILE LIABILITY un•~v >;U•ll>lE L IMll Ea &«:x!On!I $ 1,000,000 I- B x ANY AUTO x [PHONE REDACTED] 05/09/2013 05/09/2014 BODILY IN..URY (Per person) $ - ALL OW'IED - SCHEDULED AUTOS AUTOS BODILY IN.JJRY (Per accident) $ - NON-011'.NEO I tPEPAccolfl'"" HIRED AUTOS AUTOS $ - - $ x UMBRl!LLA LIAB *OCCUR EACH OCCURRENCE $ 2,000,000 - [PHONE REDACTED] 05/0912014 B EXCESS LIAS CLAIMS-MADE x 05/0912013 AGGREGATE $ OED I x I RETENTION $ 10,000 ggregate $ 2,000,000 WORKERS COMPENSATION ITnii:lNsl I OTH- AND EMPLOYERS' LIABILITY ER Y/N 30352 c ANY PROPRIETORIPARTNERIE>