Agreement for Construction Contract

Rev: 3-3-15

AGREEMENT FOR CONSTRUCTION CONTRACT

SMALL PROJECT

(For Projects Less than $200,000 or as Directed by the Director of Facilities Planning)

1.Parties. The parties to this agreement are:

Owner:The Most Reverend Joe S. Vasquez, Bishop of the Catholic Diocese of Austin and his successors in office whose address is 6225 US Highway 290 E, Austin, TX 78723, for the benefit of Parish (the Parish);

Email:; and,

Contractor: whose address is and email is .

2.Statement of Work.

A.Contractor shall furnish all work, materials, supplies, labor, services and equipment required for the construction and completion of the following improvements, alteration, or repair (known as the “Project” or the “Work”):

Address of the Project:

Description of the Project: . It is the parties’ intent that the Project will be a "turnkey" job.

B.Contractor shall complete the Project according to the Plans and Specifications:

(1)prepared by (Architect/Engineer), dated .

(2) attached onExhibit A which is incorporated into this agreement.

3.Commencement Date: The Commencement Dateis the date Owner gives Contractorwritten notice to begin construction of the Project.

4.Time for Completion. Contractor shall substantially complete the Project within calendar days after the Commencement Date.

5.Contract Amount. Owner agrees to pay Contractor the stipulated fixed sum of $ for the completion of the Project (“Contract Amount”). The Contract Amount includes all applicable federal, state, and local taxes, if any; for which Contractor shall be responsible to pay.

6.Payment of Contract Amount.

A.On or before the last day of each month following the Commencement Date, Contractor shall invoice Owner for the Work Contractor completed on the Project during that calendar month prior to such invoice date. With each invoice, Contractor shall submit a Contractor Waiver and Release of Lien in form and substance acceptable to Owner.

B.Within 30 days after receipt of each invoice, Owner shall pay Contractor the invoiced amount less ten percent (10%) retainage provided, however, Owner may withhold payment, in whole or part, in accordance with Paragraph 6C .

C.Owner may withhold payment of any invoice, in whole or part, if:

(1)Owner, in its sole discretion, determines that any Work:

(a)is defective and is not remedied;

(b)is not completed in compliance with the Plans and Specifications; or

(c)was not completed in a good workman-like manner or quality;

(2)Contractor does not make prompt and proper payments to subcontractors and material suppliers to the Project;

(3)another contractor or Owner is damaged by an act for which the Contractor is responsible;

(4)claims are filed against Contractor of Owner for an item for which Contractor is responsible or when Owner receives notice that such claims are apparent;

(5)claims or liens are filed against the Property at which the Project is located or against the Owner for a matter related to the Project;

(6)Contractor has filed a claim or lien against the Owner or the Property at which the Project is located;

(7)Contractor has caused damaged to the Owner, the Owner’s property, or another’s property;

(8)Owner maintains reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount;

(9)Owner maintains reasonable doubt that the Work will be functional upon completion; or

(10)Contractor is in default of this agreement.

D.Upon final completion of the Project, as defined in Paragraph 8B, Contractor shall send written notice of final completion to Owner. Owner shall pay any retainage to Contractor within thirty-five (35) days after receipt of notice of final completion provided, however, Owner may withhold payment of the retainage for reasons under Paragraph 6C.

E.Owner’s acceptance of any Work as complete will not preclude Owner from later: (i) submitting punch-list items to Contractor; or (ii) asserting Owner’s rights under this agreement if Owner later determines that the Work is not satisfactory or acceptable.

F. Liquidated Damages for Delay. For each and every day the Work or any portion of the Work remains incomplete after the time for completion required by this contract, extended by any permitted delays, Contractor shall pay Owner liquidated damages as follows:

If Contract Amount is:Damages Per Calendar Day

$0 to $50,000.00 $50.00

over $50,000.00 $150.00

7.Subcontractors.

A.Within 5 days afterthe Commencement Date, Contractor shall provide Owner with a list of all subcontractors and material providers for the Project.

B.Contractor agrees to promptly pay all subcontractors and materials providers to the Project.

C.Contractor shall secure a signed and acknowledged Subcontractor Waiver and Release of Lien from each subcontractor or material provider upon payment to each.

8.Substantial Completion and Final Completion.

A.Substantial completion of the Project occurswhen: (i) the Work is sufficiently complete and ready for use and occupancy for the purpose for which the Work is intended; (ii) the Project has received a Certificate of Occupancy and final approval from all applicable governmental entities; and (iii) Contractor has removed all debris generated by or attributable to Contractor from Owner’s property.

B.Final completion of the Project occurs after substantial completion when all punch-list items are completed to the Owner’s satisfaction.

9.Permits. Contractor shall, at its sole expense, be responsible for obtaining all necessary licenses and permits, and for complying with any applicable federal, state and municipal laws, codes and regulations in connection with the construction of the Project.

10.Safety andLiability

A.Contractor shall be solely responsible for initiating, maintaining, and supervising all proper safety and health programs and precautions to protect the Project, workers at the site, the public, and the property of others. Contractor shall be fully and solely responsible for the jobsite safety including any means methods, techniques, sequences or procedures of construction.

B.Contractor shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of any public authority having jurisdiction for safety of persons or property or to protect them from damage, injury or loss.

C.Contractor shall assume full responsibility for compliance with the Occupational Safety and Health Administration regulations pertaining to trench safety systems. Contractor will be responsible for completion of additional detailed plans and specifications for trench safety to the extent that such detailed plans and specifications are necessary to supplement the provisions of these conditions.

D.Neither explosives nor blasting shall be permitted as part of the Work unless approved, in advance, by Owner and Architect/Engineer.

E.Contractor shall designate one of its employees at the Work site as the person responsible for the prevention of accidents. Contract shall provide written notice to Owner and the Architect/Engineer of the designated employee.

F.Contractor shall not load, unload store, or permit any materials or other items to be loaded, unloaded or stored in a location or manner that endangers the safety of persons or the property on which the Project is located.

G.Contractor shall be responsible for all materials delivered and Work performed until completion and Owner’s acceptance of the Project.

H.Contractor shall be solely responsible for location and protection of any and all public lines and utility customer service lines in the Work area.

I.Contractor may not permit any person to be present at the site where the Work is performed if such person has been convicted or is awaiting trial for:

(1)an offense involving moral turpitude;

(2)an offense involving a form of sexual or physical abuse of a minor or student or other illegal conduct in which the victim is a minor or student;

(3)a felony offense involving the possession, transfer, sale, or distribution of or conspiracy to possess, transfer, sell, or distribute a controlled substance, as defined by Chapter 481, Health and Safety Code, or by 21 U.S.C. Section 801 et seq.;

(4)an offense involving the illegal transfer, appropriation, or use of church/parish funds or other church/parish property; or

(5)an offense involving an attempt by fraudulent or unauthorized means to obtain or alter a professional certificate or license.

J.Contractor assumes all risk of damage or injury, including but not limited to death and bodily injury, to Contractor's own property or person or to the property or person of Contractor's employees from any cause whatsoever.

11.Indemnity.

A.For the purposes of Paragraph 11 :

(1) “Indemnified Parties” means Owner, Parish, and their sureties, members, clergy, officers, agents, representatives, employees, volunteers, successors and assigns;

(2) “Liability” means any claims, suits, liabilities, demands, damages, losses, injuries, causes of action, liens, foreclosures, judgments, awards, attorney’s fees, costs, expenses of suit including expert fees in defending or settling a claimed liability, attorney’s fees to enforce or collect on this indemnity, government imposed fines or penalties, and any other expenses of any kind or character; and

(3)“Contractor’s Representatives” means Contractor, its agents, employees, material supplies, and subcontractors of any tier, and any other person directly or indirectly employed by them for whose acts they may be responsible.

B.INDEMNITY.

(1)CONTRACTOR SHALL INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS THE IDEMNIFIED PARTIES AND ALL PROPERTY COMPRISING OR RELATED TO THE PROJECT FROM AND AGAINST ANY AND ALL LIABLITY OR ALLEGED LIABILITY ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH, OR IN THE COURSE OF OR INCIDENTAL TO, ANY OF CONTRACTOR'S OR CONTRACTOR’S REPRESENTATIVES’ WORK OR OPERATIONS UNDER THIS CONTRACT (THE “GENERAL INDMENITY OBLIGATION”).

(2)WITHOUT LIMITING THE GENERAL INDEMNITY OBLIGATION, AND NOTWITHSTANDING ANY OTHER PROVISIONIN THIS PARAGRAPH 11, CONTRACTOR SHALL, IN ADDITION, HAVE THE SPECIFIC OBLIGATION TO INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS THE INDEMNIFIED PARTIES AGAINST LIABILITY OR ALLEGED LIABILITY:

(a)FOR FAILING TO PAY PROMPTLY, WHEN DUE, ALL LABOR, SERVICES, MATERIAL, EXPENSES, ITEMS FURNISHED OR FABRICATED, EQUIPMENT, AND SUPPLIES USED IN CONNECTION WITH THE WORK OR OPERATIONINCURRED AS PART OF THISCONTRACT;

(b)FOR FAILING TO COMPLY WITH THIS AGREEMENT IN ANY OTHER WAY PROVIDED THAT ANY RESULTING LIABITY WHICH, IF ESTABLISHED, COULD CREATE A LIABILITY TO ANY INDEMNIFIED PARTY OR RESULT IN A LIEN ON THE PROPERTY ON WHICH THE PROJECT IS LOCATED OR ANY OTHER PROPERTY OWNED BY OWNER; AND

(c)MADE AGAINST THE INDEMNIFIED PARTIES BY OR IN THE NAME OF ANY EMPLOYEE OF CONTRACTOR OR CONTRACTOR’S REPRESENTATIVES FOR BODILY INJURY OR DEATH OF THE EMPLOYEE TO INCLUDE ANY LIABILITY OR ALLEGED LIABILITY CAUSED, IN WHOLE OR PART, BY THE EXPRESS NEGLIGENCE OF THE INDEMNIFIED PARTIES.

(3)OWNER MAY RETAIN OUT OF ANY PAYMENT OTHERWISE DUE CONTRACTOR SUFFICIENT FUNDS AS OWNER DETERMINES IN ITS SOLE DISCRETION TO PROTECT AND INDEMNIFY AN INDEMNIFIED PARTY OR THE PROPERTY.

(4)CONTRACTOR SHALL PROMPTLY SATISFY, DISCHARGE OR OTHERWISE REMOVE ANY LIABILITY OR ALLEGED LIABILITY BY PROMPTLY EXECUTING A BOND IF NECESSARY. IF CONTRACTOR HAS BEEN PAID IN FULL, CONTRACTOR OR ITS SURETY SHALL PROMPTLY PAY THE INDEMNIFIED PARTIES ALL COSTS AND EXPENSES INCURRED BY THE INDEMINFIED PARTIES IN REMOVING OR DISCHARGING SUCH LIABILITY OR ALLEGED LAIBILITY.

(5)THE GENERAL INDEMNITY OBLIGATION SHALL APPLY REGARDLESS OF CAUSE OR ANY ALLEGATION OF CONCURRENT OR CONTRIBUTING FAULT OR NEGLIGENCE OF ANY INDEMNIFIED PARTY OR ANY BREACH OF THE CONTRACT, BUT IT SHALL NOT APPLY TO LIABILITY CAUSED BY THE SOLE NEGLIGENCE OF THE INDEMINFIED PARTIES EXCEPT AS PROVIDED IN PARAGRAPH 11B(2)(c).

(6)CONTRACTOR ASSUMES ALL RISK OF DAMAGE OR INJURY TO CONTRACTOR’S OWN PROPERTY OR TO THE PROPERTY OF CONTRACTOR’S REPRESENTATIVES FROM ANY CAUSE WHATSOEVER, AND FURTHER AGREES TO FULLY PROTECT, INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES, FROM AND AGAINST ANY AND ALL LIABILITY OR ALLEGED LIABILITY THAT MAY ARISE FROM DAMAGE OR INJURY TO CONTRACTOR’S OWN PROPERTY OR TO THE PROPERTY OF CONTRACTOR’S REPRESENTATIVES. THIS PROVISION IS INTENDED TO PROTECT, DEFEND, INDEMNIFY AND HOLD AN INDEMNIFIED PARTY HARMLESS FROM LIABILITY OR ALLEGED LIABILITY CAUSED BY ANY PERSON FOR ANY CAUSE, INCLUDING BUT NOT LIMITED TO THE NEGLIGENCE OF AN INDEMNIFIED PARTY.

(7)THE GENERAL INDMENIFICATION OBLIGATION SHALL NOT BE LIMITED BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR BENEFITS PAYABLE BY OR FOR CONTRACTOR OR CONTRACTOR’S REPRESENTATIVES UNDER WORKERS’ OR WORKMAN’S COMPENSATION ACTS, DISIBILITY BENEFIT ACTS, OR OTHER EMPLOYEE BENEFIT ACTS, AND SHALL EXTEND TO AND INCLUDE LIABILITY OR ALLEGED LIABILITY BY OR IN THE NAME OF ANY EMPLOYEE OF CONTRACTOR OR CONTRACTOR’S REPRESENTATIVES.

(8)ALL INDEMNITY OBLIGATIONS CONTAINED IN THIS CONTRACT SHALL SURVIVE THE COMPLETION OR TERMINATION OF THIS CONTRACT.

(9)THE INDEMNIFIED PARTIES SHALL BE ENTITLED TO CONTROL THE DEFENSE OF ANY LIABIILITY AND SHALL HAVE THE EXCLUSIVE RIGHT TO CHOOSE THEIR OWN COUNSEL FOR THIS PURPOSE.

C.REFORMATION UNDER CERTAIN CIRCUMSTANCES.

(1)IF CHAPTER 151 OF THE TEXAS INSURANCE CODE, CURRENTLY OR AS MAY BE AMENDED, IS DEEMED OR ADJUDICATED BY A COURT OR AN ARBITRATOR TO BE APPLICABLE TO THISCONTRACT, THE INDEMNITY PROVISIONS UNDER THISCONTRACT SHALL BE REFORMED TO COMPLY WITH APPLICABLE LAW. UNDER NO CIRCUMSTANCE SHALL THE APPLICABILITY OF CHAPTER 151 OF THE TEXAS INSURANCE CODE VOID, INVALIDATE, OR OTHERWISE ACT AS A COMPLETE BAR OR DEFENSE TO THE INDEMNITIES CREATED UNDER THE CONTRACT.

(2)IF CHAPTER 151 OF THE TEXAS INSURANCE CODE APPLIES TO THIS CONTRACT, CONTRACTOR’S OBLIGATION TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE INDEMNIFIED PARTIES SHALL BE REFORMED SO THAT THE INDEMNITY OBLIGATIONS APPLY ONLY TO THE EXTENT THAT THE LIABILITY OR ALLEGED LIABILITY IS CAUSED IN WHOLE OR IN PART BY A NEGLIGENT ACT OR OMISSION OR FAULT OF CONTRACTOR OR CONTRACTOR’S REPRESENTATIVES.

12.Insurance.

A.Required Insurance Coverages. Contractor shall carry throughout term of the Contract, at Contractor’s expense, insurance of not less than the following amounts:

CoverageAmount

Workers' CompensationStatutory

Employers' Liability$1,000,000

Commercial General Liability

Each occurrence$1,000,000

Annual Aggregate$1,000,000

Business Automobile Liability

Bodily Injury, each occurrence$1,000,000

Property Damage, each occurrence$1,000,000

Owners' and Contractors'

Protective Liability$1,000,000

Builder's Risk 100% of Contract Amount

B.Bonds.

(1)Prior to commencement of the Work, Contractor will provide a performance bond and a payment bond, each in principal amount equal to 100% of the Contract Amount bonding Contractor to faithfully perform all its obligations under the Contract and will fully pay all persons furnishing labor and material in the prosecution of the Work provided for in the Contract.

(2)The performance bond and payment bond shall be on forms supplied by the Owner, with good and sufficient surety approved by Owner.

(3)If any surety upon any bond becomes insolvent or otherwise ceases to do business in Texas, Contractor shall promptly furnish equivalent security to protect the interests of Owner and of persons furnishing labor and materials in the prosecution of the Work.

C.Additional Specifications for Insurance and Bonds.

(1)Contractor shall obtain and, at all times during the term of this Agreement, maintain at its own expense, with insurance companies rated “A- VI” or better by AM Best and acceptable to Owner, the minimum insurance coverages and bond amounts described under Paragraph 10A.

(2) Any and all premiums and deductibles associated with the insurance policies shall be assumed by, for the account of, and at the sole risk of Contractor.

(3)All insurance policies required by this Agreement shall be endorsed to:

(a)provide Owner and Contractor with at least 30 days advance written notice by certified mail, return receipt requested of cancellation, reduction, restriction, expiration, limitation or non-renewal of the insurance policy;

(b) provide a waiver of subrogation in favor of Owner and Parish and their trustees, clergy, officers, and employees;

(c) state the insurance is primary to and non-contributory with any other insurance carried by Owner and Parish; and,

(d)specifically be in support of, but not limited to, the indemnity provisions set forth in this Agreement to the fullest extent allowed by law.

(4)Contractor shall maintain Commercial General Liability (“CGL”) coverage for itself and each additional insured for the duration of the Project and maintain Completed Operations coverage for itself and each additional insured for at least ten (10) years after completion of the Work. CGL policies shall be written on ISO form CG 0001 12/04 or equivalent and shall include the following:

(a)coverages to include premises/operations liability, independent contractors liability, personal and advertising injury, explosion, collapse and underground property damage, electronic data loss, other than your work or ensuing loss, cross-liability and severability of interest, and broad form contractual liability coverages;

(b)an endorsement adding Owner and Parish as an additional insured using CG 2010 (11/85) or its equivalent with the following wording: "'WHO IS AN INSURED' (Section II) is amended to include the Owner, Parish, and their trustees, clergy, officers and employees as additional insureds but only with respect to liability arising out of 'your work' by or for you. This insurance is primary and any other valid and collectible insurance available to the additional insureds in this endorsement shall be excess."

(c)the additional insurance endorsement shall extend coverage to the additional insured for both ongoing and completed operations for the owners concurrent and sole negligence, to the fullest extent allowed by law and not prohibited under Chapter 151, Texas Insurance Code; and

(d)an endorsement CG2503, or its equivalent, providing that the general aggregate limit applies separately to the Work performed under the Contract.

(5)Owners and Contractors Protective Liability policies shall identify Owner as the Named Insured and shall contain an additional-insured endorsement with the following wording: “WHO IS AN INSURED” (Section II) is amended to include as insureds the Owner and Parish and their trustees, clergy, officers, and employees while acting in the scope of their duties as such."

(6)Builders Risk Insurance policies shall:

(a)insure on an all-risk basis;

(b)cover the interests of Owner, Parish, Contractor and all Subcontractors as their interests may appear and waive subrogation as against any of these;

(c)include, as covered property, all fixtures, materials, supplies, machinery and equipment to be used in, or incidental to the construction; and,

(d)include provisions that any exclusions relating to faulty workmanship or design error do not apply to damage ensuing from a covered cause of loss.

(7)Workers compensation insurance in the state(s) or jurisdiction in which Contractor’s employees perform services for Owner and Parish, and employer’s liability insurance with limits as stated above: (i) for each accident; and (ii) for each employee for occupational disease; or (iii) policy limit for disease. Contractor hereby waives all claims and causes of action against Owner and Parish, their members, officers, directors and employees for any and all injuries suffered by Contractor’s employees.