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CONSTRUCTION AGREEMENT JACKSON STREET PARKING LOT RECONSTRUCTION BETWEEN CITY OF MOSCOW, IDAHO AND GERMER CONSTRUCTION, INC. THIS CONSTRUCTION AGREEMENT BETWEEN CITY OF MOSCOW, A MUNICIPAL CORPORATION OF THE STATE QF IDAHO AND GERMER CONSTRUCTION, INC. (hereinafter "Agreement") dated this lCJ day of GJUtJE. , 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 Germer Construction, Inc., 140 East Palouse River Drive, Moscow, Idaho, 83843 (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. 2. Advertisement for Bids; Project Specifications titled: JACKSON STREET PARKING LOT RECONSTRUCTION CITY OF MOSCOW PROJECT NO. 101-012 3. Bid/Proposal of Contractor, dated June 4, 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. JACKSON STREET PARKING LOT RECONSTRUCTION CITY AND GERMER CONSTRUCTION PAGElOF5 ---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: "JACKSON STREET PARKING LOT RECONSTRUCTION" ARTICLE3. CONTRACT TIME/SUBSTANTIAL COMPLETION The work to be performed pursuant to this Agreement shall be substantially completed no later than August 9, 2013. The work shall be completed on or before Forty (40) 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 Two Hundred Seventy Eight Thousand Two Hundred Ninety Nine and 001100 Dollars ($278,299.00) for Base Bid and No Alternates. 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 perform all services required by the Contract Documents. All work shall be completed in accordance with the specifications and plans established for this Project. JACKSON STREET PARKING LOT RECONSTRUCTION CITY AND GERMER 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 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. 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 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 ofCity. 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. JACKSON STREET PARKING LOT RECONSTRUCTION CITY AND GERMER CONSTRUCTION PAGE3 OF5 ---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. ARTICLE13 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 14. EXECUTION City: City Engineer City ofMoscow 206 East Third Street P 0Box 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. JACKSON STREET PARKING LOT RECONSTRUCTION CITY AND GERMER CONSTRUCTION Inc. PAGE40F 5 ---PAGE BREAK--- State of \ l>t\tt 0 County of LA-T&-H: ACKNOWLEDGMENT ) ) :ss ) On this \ C1 day of :f\JNe , 2013, personally appeared b Gtl?...Mt..-R. andÄl'D qt;tdCf?.,.. known to me to be the 1 and\l \C'.E:-£Q6l tJE:::J\)1 of Germer Construction, Inc., described in the above document and acknowledged to me they executed the same. JACKSON STREET PARK1NG LOT RECONSTRUCTION CITY AND GERMER CONSTRUCTION esiding at: N£6CX)\N 1 I I) expires: l H PAGE50F5 ---PAGE BREAK--- INSCO INSURANCE SERVICES, INC. Underwriting Manager wr: Sursty and Indemnity Company Indemnity Company of California 17760 Filch, Suite 200 •Irvine, California 92614 • (949) 263-3300 PERFORMANCE BOND- PUBLIC WORK B d N 490413P $ oa,oo8:ou 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 PrinciJ>C!c and Developers Surety and Indemnity Company , a corporation duly authorized under the laws of the State of wa to become surety on bonds and undertakings, as Surety, are held and firmly bound unto City of Moscow As Obligee in the full and just sum of Two Hundred Seventy Eight Thousand Two Hundred Ninety Nine and Dollars,($ 278,299·00 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 , 2013 , with the Obligee to do and perform the following work, to-wit: YEAR Jackson Street Parking Lot Reconstruction 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, othetWise 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. 19th June 2013 Sealed with our seals and dated this day of VEM Germer Construction, Inc. Developers Surety and Indemnity Company Principal Attomsy·ii'I·F'acl ID-1219 (CA) (REV. ---PAGE BREAK--- r I POWER OF ATTORNEY FOR DEVELOPERS SURETY AND INDEMNITY COMPANY INDEMNITY COMPANY OF CALIFORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300 KNOW ALL BY THESE PRESENTS that except as expressly limited, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, do each hereby make, constitute and appoint: ***Della J_ Allen, Cherie Ashby, Lisa Smith, Karol McBride, James M. Hewitt, jointly or severally*** as their true and lawful Attorney(s)-in-Fact, to make, execute, deliver and acknowledge, for and on behalf of said corporations, 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 corporations could do, but reserving to 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 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 the 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 attorney(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 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 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 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 respective Secretary or Assistant Secretary this October 4th, 2011. By: Mǥ Daniel Young, Senior Vice-President By:SǦarǧ Steve A. Tvedt, Vice-President State of California County of Orange On October1,.IQ11 before me, -'AǨn"..':toǩnǪ io!.!NǫvǬa!!.! raǭ dǮ o,L.!N10 oǯ ta:!. ryȂ..,P ǰ uDZ Date Here Insert Name and Titie of the Officer personally appeared D::!:aǵ nǶ l Y:Ƿ oǸ unǹgl..!aǺnǻ dǼS:!!: te:,: veǽA vǿ edȀt _ ANTONIO AJ...VAIWXJ C(NdM.t1Õ I NDMV PUBLIC CAlFOAttA CRANGE COlMTY My COI'I'IITI. GAug. 9. 2013 Place Notary Seal Above Name(s) of Signer(s) who proved to me on the basis of satisfactory 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 his/her/their signature(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 and correct. WITNESS my h•od Md offiJIfiNGLE LIMIT $ 1,000,000 8 X ANY AUTO X [PHONE REDACTED] 5/9/2013 5/9/2014 BODILY INJURY (Per person) $ 1- ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON-OWNED r p=