2025-022 Construction Services Agreement - Seguin Reroofing Example.pdf

GUADALUPE-BLANCO RIVER AUTHORITY

CONSTRUCTION AGREEMENT

This agreement (the “Agreement”) entered into between the Guadalupe-Blanco River Authority (“GBRA”), a conservation and reclamation district in and of the State of Texas with its principal business office at 2225 E. Common St., New Braunfels, Texas 78130 and ??? with its principal place of business at ???, (“Contractor”) (collectively, “the Parties”), provides the terms and conditions under which Contractor agrees to perform the work and provide the materials necessary for to reroofing a portion of GBRA’s Seguin main office building at 933 East Court Street, Seguin, Texas 78155 (the “Work”).

1. Scope of Work Contractor agrees to perform the Work described herein for GBRA in accordance with the plans, specifications, and instructions in the Scope of Work attached hereto as Exhibit A. All matters not covered in sufficient detail shall be performed in a manner consistent with the highest standards prevailing for such type of work in the locality where the work is being performed.

GBRA reserves the right during the progress of the Work to make changes, additions, or deletions in the original plans, specifications, and/or instructions. These changes may be made by means of a written Change Order that may change the Agreement Price, or by a Work Change Directive that will not involve a change in the Agreement Price. The Agreement Price may only be changed through a written Change Order signed by GBRA or by written amendment to this Agreement, signed by both Parties.

Contractor shall provide at its own expense competent foreman and all bonds, permits, licenses, labor, tools, equipment, fuel, materials, machinery and transportation, and all other items which may be necessary in the performance and completion of the Work, except such as may be specifically provided by GBRA in its discretion. Unless otherwise specified, all materials shall be new and of a grade and quality adequate for the required use. If applicable, any steel or iron products used in conjunction with the Work hereunder shall be produced in the United States, as provided for in Texas Government Code, Chapter 2252, Subchapter G, unless GBRA specifies herein that an exemption exists.

2. Term and Termination This Agreement shall be effective upon the last signature hereto (“Effective Date”) and shall continue in force until Contractor completes the Work and such Work is accepted in writing by GBRA, as evidenced by written acceptance. GBRA may terminate this Agreement without cause upon thirty (30) days’ advance written notice to Contractor.

3. Price and Billing The total Agreement Price is $???. The Agreement Price shall be comprised of materials to be incorporated into the Work, which billing shall not exceed the actual costs of such materials to the Contractor, or any subcontractor, as applicable (the “incorporated material”); non-incorporated material; and other costs and fees. If applicable, all direct non-labor expenses related to mileage, travel, and lodging expenses for the Contractor or any subcontractor shall be limited to travel expenses authorized for state employees by the General Appropriations Act, 88th Texas Legislature Regular Session, 2023, Article IX, Part 5, as amended or as superseded by a subsequent General Appropriations Act in effect at the time of the travel.

Receipts, airline or public carrier tickets, or paid-stamped invoices will be required for transportation, lodging, meals and other travel expenses.

The total Agreement Price set forth above is the current estimate agreed upon by the Parties.

4. Tax-Exempt Status GBRA is a tax-exempt governmental entity. The incorporated material shall be exempt from sales and use tax in that the Work is being performed for GBRA.

Contractor shall neither collect sales or use tax from GBRA, or pay sales tax to any subcontractor or materialman with respect to incorporated material. When Contractor purchases, rents, or leases non-incorporated material, Contractor or subcontractor must pay sales or use tax at the time of purchase, rental, or lease of such non-incorporated material. All subcontracts shall provide that the subcontractor must comply with the provisions of this paragraph. For purposes of this section, the term subcontractor shall include a sub-subcontractor and materialman as applicable. Contractor must obtain a Texas sales tax permit.

All subcontracts entered into by and between Contractor and any subcontractor, and all sub-subcontracts entered into by and between the subcontractors and sub-subcontractors, relating to the Work shall be negotiated independently of this Agreement. All subcontractors and sub-subcontractors must obtain a Texas sales tax permit.

All subcontracts shall provide that when the subcontractor purchases incorporated material, such subcontractor will execute and deliver a resale certificate for such incorporated material to the sub-subcontractor or materialman who supplied subcontractor with the incorporated material. As a result, subcontractor will not have to pay sales or use tax on such incorporated material at the time of purchase. When subcontractor invoices Contractor for the cost of incorporated material, Contractor will execute and deliver a resale certificate for such incorporated material to subcontractor, and subcontractor shall not collect sales or use tax on the cost of such incorporated material. When any subcontractor purchases, rents, or leases non-incorporated material, such subcontractor must pay sales or use tax at the time of purchase, rental, or lease of such non-incorporated material.

5. Independent Contractor and Third-Party Beneficiary In the performance of all Work hereunder, Contractor and all subcontractors and sub-subcontractors are independent contractors and will not be construed to be agents or employees of GBRA. Contractor shall be responsible for the supervision, management, control, and completion of the Work by its subcontractors or sub-subcontractors. GBRA retains the right to inspect the Work to ensure compliance with its internal standards. The Parties acknowledge that this Agreement is entered into for the express benefit of Contractor and GBRA and no other person or entity is an intended third-party beneficiary.

6. Bonding If applicable, Contractor shall furnish a Payment Bond for contracts that exceed $25,000. The Payment Bond shall be in the amount of the contract. On all contracts that exceed $100,000, Contractor shall furnish a Performance Bond in the amount of the contract. The Payment and Performance bonds shall be issued by a surety company licensed to do business in the State of Texas. Furthermore, the surety company must have maintained an AM Best Rating of at least A- during the two years previous to the Effective Date.

7. Insurance and W-9 The Contractor shall, at all times during the period in which this Agreement is effective, provide and maintain insurance and shall require all subcontractors at any tier to provide and maintain insurance of the type and in limits as set forth below.

Such insurance shall name the Contractor or sub-contractor as the “Named Insured,” as applicable. True and correct copies of Certificates of Insurance shall be provided to GBRA prior to the commencement of any Work under this Agreement. All insurance policies shall be written with insurers that are licensed to write insurance coverage in the State of Texas and which have consistently maintained an AM Best rating of at least A- during the two years preceding the Effective Date. Failure to maintain the insurance requirements set forth herein may result in termination of this Agreement at GBRA’s sole option.

By requiring insurance herein, GBRA does not represent the coverage or limits will be adequate to protect Contractor or subcontractors, and Contractor shall not deem such coverage and limits as a limitation on Contractor’s indemnity obligations.

The Contractor shall not cause any insurance policy to be canceled or permit it to lapse, and all insurance policies shall include an endorsement to the effect that the insurance policy or certificate shall not be subject to cancellation or to a reduction in the required limits of liability or amounts of insurance until notice has been mailed to the GBRA, to the attention of the Executive Manager of Finance/CFO at the following address: Attention: Executive Manager of Finance/CFO, 2225 E. Common St, New Braunfels, TX 78130, thirty (30) days prior to the date when such cancellation or reduction shall be effective.

During the term of this Agreement, Contractor shall maintain, and shall require its subcontractors to maintain, the following minimum insurance coverage and with carriers approved by GBRA. Lower limits for subcontractors may be approved by

GBRA.

(1) Workers Compensation and Employer’s Liability:

Workers Compensation: Statutory Limits

Employer’s Liability:

Bodily Injury by Accident $ 1,000,000 Each Accident Bodily Injury by Disease $ 1,000,000 Each Employee Bodily Injury by Disease $ 1,000,000 Policy Limit

Required Endorsements:

Notice of Cancellation – as required by Section 5 below.

Waiver of Subrogation – as required by Section 6 below.

(2) General Liability; Products - Completed Operations Coverage and Contractual Liability:

General Each Occurrence: $ 1,000,000 General Aggregate: $ 2,000,000 Per Project Aggregate: $ 1,000,000 Personal and Advertising Injury: $ 1,000,000 Products – Comp/Op Aggregate: $ 1,000,000

Required Endorsements:

Additional Insured: Additional insured status shall be provided in favor of GBRA’s directors, officers, and employees (the “GBRA Parties”) on ISO forms CG 20 10, CG 2026, or an equivalent approved by GBRA.

Primary and Non-Contributing Liability: It is the intent of the Parties to this Agreement that all insurance coverage required herein shall be primary to and shall seek no contribution from all insurance available to GBRA Parties, with GBRA Parties’ insurance being excess, secondary, and non-contributing. This CGL coverage shall be endorsed to provide such primary and non-contributing liability coverage.

The General Aggregate Limit shall apply separately to each project of the Named Insured.

Notice of Cancellation – as required by Section 5 below.

(3) Umbrella Liability:

Umbrella Each Occurrence: $ 1,000,000 Umbrella Aggregate: $ 2,000,000

Required Endorsements:

Notice of Cancellation – as required by Section 5 below.

(4) Automobile Liability: Owned, Hired, and Non-Owned Vehicles:

Combined Single Limit: $ 500,000 Each Accident

Required Endorsements:

Notice of Cancellation – as required by Section 5 below.

Waiver of Subrogation – as required by Section 6 below.

(5) Notice of Cancellation or Reduction by Endorsement in Coverage:

In the event of cancellation or reduction by endorsement in coverage or a non-renewal affecting GBRA, thirty (30) days’ prior written notice shall be given to the certificate holder.

(6) Waiver of Subrogation:

Contractor hereby agrees to waive its rights of recovery from GBRA with regard to all causes of property and/or liability loss and shall cause a waiver of subrogation endorsement to be provided in favor of GBRA on all insurance coverage carried by the Contractor, whether required or not (except Contractor’s professional liability insurance).

(7) Evidence of Insurance:

Upon request, Contractor agrees to furnish to GBRA copies of Contractor’s policy, including applicable certificates reflecting that the above-required insurance coverages are in full force and effect. Contractor also agrees to furnish Certificates of Insurance as further information about all coverages and endorsements required in this section. Such Certificates of Insurance, upon approval by the GBRA, shall be incorporated herein for all purposes.

By signing this Agreement or providing or causing to be provided a certificate of coverage, the Contractor is representing to GBRA that all employees of the Contractor who will provide services in relation to the Work will be covered by workers’ compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier, or, in the case of a self-insured, with the Texas Workers’ Compensation Commission’s Division of Self-Insurance Regulation.

Providing false or misleading information may subject the Contractor to administrative penalties, criminal or civil penalties, and/or other civil actions.

Contractor’s failure to comply with the aforementioned insurance requirements shall be a material breach by Contractor, and GBRA retains the right to declare the Agreement void should Contractor fail to cure the breach within ten (10) days after receipt of notice of from GBRA.

Prior to commencement of the Work, Contractor shall provide GBRA with a Form W-9, Request for Taxpayer Identification Number and Certification. GBRA retains the right to withhold any and all payment due under this Agreement until such time as the aforementioned form has been received.

8. Risk of Loss Until written acceptance of the completed Work by GBRA, all risk of loss, injury, or destruction by any cause shall be borne by Contractor. Responsibility of Contractor shall extend to materials and equipment supplied by GBRA for the Work.

9. Assignment This Agreement shall not be transferred, assigned, or subcontracted by Contractor without the prior written consent of GBRA. Subcontracting any portion of the Work shall not relieve Contractor of its obligation to comply with this Agreement and all of the term and conditions specified herein.

10. Operations Contractor shall commence actual operations and perform them diligently and without interruption to completion in a good and workmanlike manner.

11. Defaults Time and quality of work shall be of the essence in this Agreement. If Contractor fails to begin or perform the Work with reasonable diligence, without interruption, and in a good and workmanlike manner, GBRA may, at its option, terminate the Work upon three (3) days’ written notice to Contractor. Additionally, GBRA retains the right to take control of the Work for the purpose of completing the same under the terms hereof, either by its own employees, or in accordance with a different agreement. If the cost of completion incurred by GBRA exceeds the Agreement Price, Contractor shall pay such difference to GBRA.

The obligations of either party to perform under this Agreement will be excused during each period of delay caused by acts of God, war or terrorism, shortages of power or materials, or government orders which are beyond the reasonable control of the party obligated to perform and which prevent the party from being able to perform (“Force Majeure Event”). In the event that either party ceases to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, such party shall: (a) promptly notify the other party in writing of such Force Majeure Event and its expected duration;

and (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible.

12. Notices All notices hereunder shall be sent to GBRA and Contractor at the mailing and/or electronic mail addresses set forth on the signature page herein. The Parties may provide notices by electronic format, and such notices shall be considered as acknowledged and received by a party upon sending to an email address identified in this Agreement. Notice sent by U.S.

mail or courier shall be sent certified mail, return receipt requested, and shall be considered received on the third business day after a party deposits properly addressed mail with the carrier. Notice sent by email is considered received by 5:00 p.m.

on the business day it was sent, or if sent after business hours, 5:00 p.m. of the next business day.

13. Indemnification Contractor agrees to indemnify, defend, and hold GBRA and any and all of its Boards, officers, agents, representatives, employees, volunteers, and elected or appointed officials, free and harmless from and against any and all claims, demands, losses, expenses, damages, liabilities, and causes of action of every kind and character (including the amounts of judgments, penalties, interest, court costs, and legal fees incurred by GBRA in defense of such claim) on account of taxes, claims, debts, personal injury, death, or damage to property, arising directly or indirectly out of the Work performed by Contractor.

With respect to settlement of a claim, Contractor may not, without GBRA’s written consent: (i) admit fault on the part of GBRA, or (ii) settle any such claim in any manner affecting GBRA’s rights or obligating GBRA to act or refrain from acting, including, but not limited to, obligating GBRA to pay money.

Contractor’s indemnification obligation extends to claims in which both Parties are determined by a court of competent jurisdiction to be at fault. In such circumstances, Contractor shall be liable for the portion of such claims attributable to its own fault.

14. Compliance with Law Contractor agrees to comply with all applicable laws, orders, rules, and regulations of all governmental bodies with jurisdiction over the Work, including, without limitation, those overseeing Social Security, Medicare, safety, health, and unemployment compensation. Before final settlement of billing under this Agreement, Contractor shall satisfy GBRA of the payment and release of all debts, taxes, liens, claims, charges, and obligations arising by operation of law, or otherwise, out of its performance of the Work. GBRA may withhold funds due to Contractor hereunder or otherwise, without interest, to ensure compliance with the obligations of Contractor in this section.

15. Safety Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to all persons on the Work site(s) or who may be affected by the Work; all the Work and materials and equipment to be incorporated therein, whether in storage on or off the Work site(s); and other property at the Work site(s) or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and underground facilities not designated for removal, relocation, or replacement in the course of construction.

Contractor shall conform to safety requirements set forth in federal, state, and local codes and regulations applicable to the construction industry, and other appropriate construction and other technical bulletins and manuals. Contractor shall train its employees in the safe work procedures for the tasks to be performed, and shall provide and require use of personal protective equipment for persons on or about the project site. Contractor shall be responsible for obtaining all the information needed to inform Contractor’s employees about the hazards that may be encountered while performing the Work.

16. Payment Payment conditions and conditions for the dispute of payment and remedies in the event of late payment shall be governed by Texas Government Code § 2251.001, et seq., relating to Payment for Goods and Services by state and local governmental entities. Upon completion of the Work in accordance with the terms herein and after final acceptance of the Work by GBRA and/or its contractors or other authorized representative, GBRA agrees to pay Contractor the Agreement Price stated herein.

GBRA, in its sole discretion, may permit interim progress payments on projects of sufficient size to warrant periodic payments. Progress payments will be made only after GBRA and Contractor agree in writing to such payments. All progress payments will be based upon completed work that is accepted by GBRA and/or its contractors or other authorized representative.

17. Choice of Law and Venue This Agreement shall be construed and enforced in accordance with the laws of State of Texas without regard to its conflict of law provisions. Venue for any disputes related to this Agreement shall be in a court of competent jurisdiction in Comal County, Texas.

18. Certificate Of Interested Parties Contractor acknowledges that for agreements and contracts needing GBRA Board of Director approval, GBRA may not accept or enter into a contract until they have received a completed, signed, and notarized Texas Ethics Commission (“TEC”) Form 1295, complete with a certificate number assigned by the TEC from Contractor, pursuant to Texas Government Code § 2252.908. Contractor understands that failure to provide said form complete with a certificate number assigned by the TEC may prohibit the Contractor from entering into this Agreement. Pursuant to the rules prescribed by the TEC, the TEC Form 1295 must be completed online through the TEC’s website, assigned a certificate number, and printed, signed, and provided to GBRA.

19. Continuing Obligation The representations, warranties, and covenants contained in Sections 11, 13, 16, and 17 shall be deemed to be material and continuing, shall not be merged, and shall survive the termination of this Agreement.

20. Texas Government Code, Chapter 2252, Subchapter F - Prohibition on Contracts with Certain Companies Contractor represents and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization as prohibited by Section 2252.152 of the Texas Government Code.

21. Texas Government Code, Chapter 2271 - Anti-Boycott Israel Verification In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the firm that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this document on behalf of the firm verifies that the firm does not boycott Israel and will not boycott Israel during the term of the contract.

22. Texas Government Code, Chapter 2274 - Prohibition on Contracts With Companies that Discriminate Against

Firearm and Ammunition Industries Contractor verifies that it does not have practice, policy, guidance, or directive against a firearm entity or firearm trade association and will not discriminate during the term of this contract against a firearm entity or trade association as defined and provided in Texas Government Code, Chapter 2274.

23. Texas Government Code, Chapter 2275 – Prohibited Contracts with Certain Foreign-Owned Companies in connection with Critical Infrastructure Contractor asserts and verifies that its company is not owned by or the majority of its stock or other ownership interest is held by individuals who are citizens of China, Iran, North Korea, Russia, or a country designated under Texas Government Code, Chapter 2275; nor is its company or entity owned or directly controlled by the government of China, Iran, North Korea, Russia, or is headquartered in any of the aforementioned four countries or a country designated under such chapter.

24. Entire Agreement This Agreement, together with the exhibits, specifications, and instructions attached herein, constitutes the entire agreement between the Parties, and shall supersede any and all prior understandings, agreements, or discussions among the Parties with respect to the subject matter herein. Any modifications or alterations to these terms and conditions, including, but not limited to, change in total Agreement Price or general scope of work, must be memorialized via a duly executed amendment.

The section headings in this Agreement are for convenience of the Parties in identification of the several provisions and shall not constitute a part of the Agreement not be considered interpretive thereof. If a provision of this Agreement is rendered or declared illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected thereby, but shall be enforced to the greatest extent permitted by law. Failure of GBRA to exercise any option, right or privilege hereunder, or to demand compliance as to any obligation or covenant of Contractor shall not constitute a waiver of any such right, privilege or option, or of the strict performance hereof, unless waiver is expressly required in such event, or is evidenced by properly executed instrument.

EXECUTED this _____day of _____________, 2025.

GUADALUPE-BLANCO RIVER AUTHORITY

BY: ________________________________________

Darrell Nichols, General Manager/CEO 2225 E. Common St New Braunfels, TX 78130

Emails for notice: GM@gbra.org purchasing@gbra.org

CONTRACTOR

BY: _______________________________________

(Title) Address: ___________________________________ Phone Number: _____________________________ Email for Notice:_____________________________

Exhibit A Scope of Work

Project Scope

The project will involve reroofing approximately 9,685 square feet of GBRA’s Seguin main office building.

Project Summary

This Scope of Work outlines the labor, materials, equipment, and procedures necessary to install a new SBS modified bitumen roofing system over approximately 9,700 square feet of roof area located in Seguin, Texas. The system will meet local building codes, manufacturer specifications, and applicable warranty requirements.

Materials to be Used

Base Sheet: Mechanically fastened or adhered base sheet compatible with substrate and SBS system.

SBS Modified Bitumen Cap Sheet: Torch-applied or cold-applied (depending on building/environmental needs).

Flashing Materials: Pre-manufactured and/or field-fabricated flashing components with SBS compatibility.

Insulation: R-25.

Cover Board: High-density gypsum or other compatible cover board over insulation.

Adhesives/Fasteners: Per manufacturer specifications.

Preparation for Work

Mobilization

Deliver materials and equipment to jobsite.

Set up safety barriers and signage in compliance with OSHA.

Demolition / Tear-Off

Remove existing roofing layers down to structural deck.

Removal of existing roofing materials down to structural deck (assumed to be structurally sloped metal - verify on-site).

Inspection and minor repairs to the deck if needed (extensive deck repair to be considered as a change order).

Remove all flashings, penetration seals, and obsolete equipment.

Substrate Preparation

Clean and inspect substrate.

Perform minor repairs (patch holes, reinforce weak areas).

Install primer or vapor barrier as required.

Insulation & Cover Board (if specified)

Mechanically fasten or adhere insulation.

Install cover board with fasteners or cold adhesive.

SBS Roofing System Installation

Install base ply.

Install SBS-modified cap sheet using torch or cold adhesive method.

Install new flashing at all walls, curbs, penetrations, drains, and perimeter edges.

Ensure seams are properly lapped, and waterproof.

Detail Work

Termination bar installation at parapets and transitions.

Seal all penetrations.

Install new roof drains, scuppers, or overflow drains if required.

Cleanup & Final Inspection

Remove debris and unused materials.

Final walk-through with owner/representative.

Provide manufacturer's warranty and contractor workmanship warranty documentation.

Minimum Warranty Requirements

Manufacturer’s Warranty: 20-year NDL (No Dollar Limit) warranty

Installer Warranty: 2-year workmanship warranty