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CONSTRUCTION CONTRACT THIS AGREErvt:ENT, dated this clO 4_ day of 19 V, by and between the City of Moscow, Idaho, a municipal corporation of the ' ate ofldaho (hereinafter, "City") and Cole Sign Company, (hereinafter, "Contractor"): WITNESSETH: WHEREAS, pursuant to the invitation of the City, extended through an officially published "Advertisement for Bids", the Contractor did, in accordance therewith file with the City a proposal containing an offer which was invited by said notice; and WHEREAS, the 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 the City and the Contractor concerning the work to be performed pursuant to this contract, pages one through six and the following exhibits to this contract: 1. Exhibit A: 2. Exhibit B: 3. Exhibit C: 4. Exhibit D: 5. Exhibit E: 6. Exhibit F: 7. Exhibit G: 8. Exhibit H: 9. Exhibit I: Advertisement for Bids; Project Manual for the City of Moscow Recycling Center Signage; General Specifications as modified by the Project Manual, Exhibit B; Proposal of the Contractor, dated September 22, 1993; Contract Drawings; Bid Forms; Performance and Payment Bonds; Change Orders which may be delivered or issued after the effective date of this Agreement and are not attached hereto. Addenda issued prior to opening of bids. There are no contract documents other than those listed in Article 1. This contract may only be amended by change order as provided in the General Specifications. Agreement; Page I ---PAGE BREAK--- ARTICLE2. WORK The Contractor shall complete the entire work as specified, indicated and required under the Contract Documents. ARTICLE3. CONTRACT TIME AND LIQUIDATED DAMAGES 1. The work to be performed pursuant to this contract shall be completed on or before t'S t'\C\?J , unless adjustment of the contract time is made in accordance with the provisions of the Contract Documents. The Contractor shall begin work in conformance with the Contract Documents and shall complete the work prior to the date of completion. 2. Liquidated Damages. The City and the Contractor agree that time is of the essence in the performance of this contract and that the City will suffer financial loss if the Work is not completed within the time specified in the Contract Documents, plus any extensions thereof allowed in accordance with the Contract Documents. The Contractor also recognizes the delays, expense and difficulties involved in proving in a legal proceeding the actual loss suffered by the City occasioned by failure to complete the work on time. Accordingly, instead of requiring such proof, the City and the Contractor agree that as liquidated damages for delay (but not as a penalty) the Contractor shall pay to the City TWENTY-FIVE DOLLARS ($25.00) per day that expires after the time specified in the Contract Documents. ARTICLE 4. CONTRACT SUM The City shall pay the Contractor for completion of the Work in accordance with the Contract Documents in current funds the amount of FIVE THOUSAND FIVE HUNDRED NINETY-SEVEN DOLLARS AND FIFTY-SIX CENTS ($5,597.56), the sum of the base bid and Bid Alternates No. 1, No. 2, and No. 3. Said Contract Sum shall be paid in accordance with the General Specifications and the Contract Documents. ARTICLES. INDEPENDENT CONTRACTOR The parties warrant by their signature that no employer-employee relationship is established between the Contractor and the City by the terms of this contract. It is understood by the parties hereto that the Contractor is an independent contractor and as such neither it nor its employees, agents, representatives or subcontractors, if any, are employees of the City for purposes of tax, retirement system, or social security (FICA) withholding. Agreement; Page 2 ---PAGE BREAK--- ARTICLE 6. PROJECT ARCHITECT The City's designated Project Architect is Castellaw Kom Architects, 504 Main Street, Suite 210, Lewiston, Idaho. All communications between the parties; except as otherwise necessary, shall be through the Project Architect. ARTICLE7. SCOPE OF SERVICES A. The Contractor shall perform all services required by the Contract Documents. ARTICLE 8. CONFLICT OF INTEREST The 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. The Contractor further covenants that, in performing this contract, it will employ no person who has any such interest. Should any conflict of interest arise during the performance of this contract, Contractor shall immediately disclose such conflict to the Project Architect and the City. ARTICLE 9. MODIFICATION AND ASSIGNABILITY OF CONTRACT This contract 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 contract may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The 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 the City ofMoscow. ARTICLE 10. ADHERENCE TO LAW REQUIRED All applicable local, state and federal statues and regulations are hereby made a part of this contract and shall be adhered to at all times. Violation of any of these statutes or regulations by the Contractor shall be deemed material and shall subject the Contractor to termination of this contract for cause. Agreement; Page 3 ---PAGE BREAK--- ARTICLE 11. LEGAL FEES In the event either party incurs legal expenses to enforce the terms and conditions of this contract, 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 The Contractor warrants that nothing of monetary value has been given, promised or implied as remuneration or inducement to enter into this Contract. The 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 Contract. Any such activity by the Contractor shall make this Contract null and void. Agreement; Page 4 ---PAGE BREAK--- IN WITNESS WHEREOF, said Contractor and the City have caused this Contract to be executed on the day and year first above written. City: Paul C. Agidius)Ma}I(J ACK NOWLEDGMENT On thiso:J...,.J day of , 1993, before me, a Notary Public of the State of Idaho, personally aEPeared " , in his official capacity as A , known to me to be the person described in the above document and acknowledged to me he executed the same. ;e N-ry c residing at My Commission expires ? ACK NOWLEDGMENT On this * c:zt_,; day of , 1993, before me, a Notary Public of the State of Idaho, personally appeared Paul C. Agidius in his official capacity as Mayor of the City of Moscow, known to me to be the person described in the above document and acknowledged to me he executed the same. Agreement; Page 5 Notary Public residing at 222 My Commission expires 3/?u1 ---PAGE BREAK--- ACK NOWLEDGMENT On this 1-f day of '"21 , 1993, before me, a Notary Public of the State of Idaho, personally appeared Elaine Russell in her official capacity as Moscow City Clerk, known to me to be the person described in the above document and acknowledged to me she executed the same. Agreement; Page 6 Notary Public residing at My Commission expires 3 Z/f9 /