ESBD_554003_1787859424930_01_Master-TWU A202 (1).pdf

TWU A202 Standard Form of Agreement Between Owner and Contractor Page 1 of 6 Project # Name of Project Date Location Filed in x drive

REMEMBER TO DO A SAVE AS TO THE APPRORIATE JOB FILE

TEXAS WOMAN’S UNIVERSITY

Standard Form of Agreement Between Owner and Contractor where the basis of payment is a

STIPULATED SUM

THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH

AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION

Use only with the current edition of the Uniform General Conditions for State of Texas Building Construction Contracts.

AGREEMENT

Made as of the XXth day of Month in the year of TWO THOUSAND SIXTEEN.

BETWEEN the Owner: Texas Woman's University Denton, Texas and the Contractor: Company Name of Contractor Address Address

Federal ID No.: 75-xxxxx

The Project: TWU xxxx Project NO. TWU#

Denton Campus

The Consultant: (Frank L. Wright) n/a

The Owner and the Contractor agree as set forth below.

TWU A202 Standard Form of Agreement Between Owner and Contractor Page 2 of 6

Name of Project

ARTICLE 1

CONTRACT DOCUMENTS

1.1 The Construction Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, Special and other), a Scope of Work to be accomplished, Project Drawings, Specifications, all Addenda issued prior to and written modifications after execution of this Agreement, in addition to all other documents, requirements and/or specifications included in the “Project Manual”. These form the Contract, and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. An enumeration of the Contract Documents appears in Paragraph 1.2.

1.2 The Contract Documents, which constitute the entire agreement between the Owner and the Contractor, except for modifications issued after the execution of this Agreement, are enumerated as follows:

Cooperative Contract #XXXX Drawings by X Addendum #1

ARTICLE 2

THE WORK

2.1 The Contractor shall perform all the Work required by the Contract Documents for

Project Name Project No.

Texas Woman's University

Denton, Texas

2.2 The Work shall include Base Proposal and at the Owner’s discretion additional work to be funded through the Owner’s Contingency.

2.3 Weekend work is allowed.

2.4 Construction Activity can not begin until 7:00 a.m. each work day, unless agreed otherwise.

ARTICLE 3

PROJECT STAFF AND SUBCONTRACTORS

3.1 The Contractor’s staff designated at the onset of the project shall maintain allocated responsibility through duration of Contractors activity on site from mobilization until Substantial Completion.

3.2 Staffing reallocation, role modification or responsibility changes shall be approved in writing by Owner prior to implementation by Contractor.

3.3 The Contractor shall not substitute staff listed in proposal without written authorization by Owner.

3.4 Contractor shall submit final subcontractor list to Owner. Attach a schedule of values for subcontractor’s responsibility.

3.5 The Contractor shall not unilaterally remove a subcontractor or HUB subcontractor without the approval of the Owner’s Contract Administrator and Contract Manager.

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Name of Project

ARTICLE 4

TIME OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4.1 The Work to be performed under this Contract shall commence within 10 business days after notice to proceed and, subject to authorized adjustments, Substantial Completion shall be achieved no later than Date after notice to proceed is issued.

4.2 Failure to Commence Work per Paragraph 4.1 constitutes Breach of Agreement.

4.3 The Owner will rely on the Contractor’s Critical Path Method (CPM) Schedule of activity for planning and scheduling of work performed by the Owner’s other contractors and vendors.

4.4 LIQUIDATED DAMAGES:

It is agreed that the Owner will suffer loss if the Work is not substantially completed on or before the date set forth in this Agreement. If the Contractor neglects, fails or refuses to complete the work within the time herein provided, or any proper extension thereof granted by the Owner, the Contractor shall pay to the Owner Liquidated Damages in the amount of $ 200.00 for each and every calendar day during which the work remains incomplete, meaning that the work has not reached the point of substantial completion.

ARTICLE 5

CONTRACT SUM

5.1 The Owner shall pay the Contractor in current funds for the performance of the Work, subject to additions and deductions by Contingency Reduction and/or Change Order as provided in the Contract Documents.

5.2 The Contract Sum is determined as follows:

Base Bid Item $ 4 Owner’s Contingency $ 2

TOTAL BASE BID $ 6

Alternate #1 (accepted) $ 3

TOTAL CONTRACT SUM $ 9

5.3 Owner’s Contingency will be used at Discretion of Owner’s Representative as described in the contract documents.

5.4 100% of the balance of funds remaining in the Owner’s Contingency at Substantial Completion shall be returned to Owner in the form of a deductive Change Order resulting in a reduction in the contract amount.

5.5 The Owner gives confirmation that the Total Contract Sum has been set aside in the appropriate account to fund the project.

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Name of Project

ARTICLE 6

PROGRESS PAYMENTS

6.1 Based upon Applications for Payment submitted to the Architect/Engineer by the Contract and Certificates for Payment issued by the Architect/Engineer, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided in the Contract Documents for the period ending the last day of the month as follows: no later than forty-five ( 45 ) days following the end of the period covered by the Application for Payment ninety-five percent ( 95% ) of the Contract Sum properly allocable to labor, materials and equipment incorporated in the Work and ninety-five percent ( 95% ) of the portion of the Contract Sum properly allocable to materials and equipment suitably stored at the site or at some other location agreed upon in writing, for the period covered by the Application for Payment, less the aggregate of previous payments made by the Owner; and upon Substantial Completion of the entire Work, a sum sufficient to increase the total payments to one hundred percent (100%) of the Contract Sum, less such amounts as the Architect/Engineer shall determine for all incomplete Work and unsettled claims as provided in the Contract Documents.

ARTICLE 7

FINAL PAYMENT

7.1 Final payment, constituting the entire unpaid balance of the Contract Sum subject to Article 6, shall be paid by the Owner to the Contractor when the Work has been completed, the Contract terms fulfilled and certified by the Architect/Engineer.

7.2 The Contractor may submit an Application for Final Payment for the remaining five (5%) of the Contract

Sum after receipt of Certificate of Substantial Completion.

ARTICLE 8

MISCELLANEOUS PROVISIONS

8.1 Terms used in this Agreement, which are defined in the Uniform General Conditions of the Contract, shall have the meanings designated in those Conditions.

8.2 The Contract Documents, which constitute the entire agreement between the Owner and the Contractor, are listed in Article 1.

ARTICLE 9

PROJECT PROGRESS DOCUMENTATION

9.1 The contractor will submit weekly progress reports.

Or

9.1 The contractor will conduct the weekly progress meetings and distribute meeting minutes for each

9.2 The Contractor will maintain and distribute a Contingency Reduction Log, RFI Log and Shop Drawing

Submittal Log.

9.3 The Contractor shall provide weekly photographic documentation sufficient to track progress of work. The photographs shall be labeled and illustrate the before/ after as well as construction and finish progress and completion. At the conclusion of the project the contractor shall provide TWU a compact disk (CD) with the photographs indexed and labeled for each month.

9.4 The Contractor shall provide a contact sheet and CD of digital photographs of previous month’s progress at one of the Progress Meetings.

9.5 TWU shall receive one copy of any professional or aerial photographs

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Name of Project

ARTICLE 10

DISPUTE RESOLUTION

10.1 The dispute resolution process provided for in Chapter 2260 of the Government Code shall be used, as further described herein, by Texas Woman's University and the contractor to attempt to resolve any claim for breach of contract made by the contractor:

10.1a A contractor’s claims for breach of this contract that the parties cannot resolve in the ordinary course of business shall be submitted to the negotiation process provided in Chapter 2260, subchapter B, of the Government Code. To initiate the process, the contractor shall submit written notice, as required by subchapter B, to the Contract Administrator. Said notice shall specifically state that the provisions of Chapter 2260, subchapter B, are being invoked. A copy of the notice shall also be given to all other representatives of Texas Woman's University and the contractor otherwise entitled to notice under the parties’ contract. Compliance by the contractor with subchapter B is a condition precedent to the filing of a contested case proceeding under Chapter 2260, subchapter C, of the Government Code.

10.1b The contested case process provided in Chapter 2260, subchapter C, of the Government Code is the contractor’s sole and exclusive process for seeking a remedy for any and all alleged breaches of contract by Texas Woman's University if the parties are unable to resolve their disputes under subparagraph (A) of this paragraph.

10.1c Compliance with the contested case process provided in subchapter C is a condition precedent to seeking consent to sue from the Legislature under Chapter 107 of the Civil Practices and Remedies Code. Neither the execution of this contract by Texas Woman's University nor any other conduct of any representative of Texas Woman's University relating to the contract shall be considered a waiver of sovereign immunity to suit.

10.2 Neither the occurrence of an event nor the pendency of a claim constitute grounds for the suspension of performance by the contractor, in whole or in part.

ARTICLE 11

TERMINATION OF AGREEMENT

The provisions for termination of the Agreement are as follows:

11.1 The Owner reserves and has the right and privilege of canceling, suspending or abandoning execution of all or any work in connection with this Agreement at any time upon written notice to the Contractor. The Contractor may terminate this Agreement upon seven (7) days written notice to the Owner only if the Owner substantially fails to perform obligations under Article 6 of this Agreement, and after adequate written notice is delivered to Owner so the Owner can correct the problem.

11.1a. In the event of termination, the Owner shall pay to the Contractor as full payment for all services performed and all expenses incurred under this Agreement, the appropriate portion of sum due under Paragraph 5.2 as shall have become payable because of the progress in the Work as the services actually rendered hereunder by the Contractor bear to the total services necessary.

11.1b. In ascertaining the services actually rendered hereunder up to the date of termination of this

Agreement, consideration shall be given to both completed work and work in progress.

11.1c For any said sum paid under this Article, and agreed to by the Owner and Contractor, the Contractor agrees to accept same in full settlement of all claims for services rendered under this Agreement.

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ARTICLE 12

EXECUTION BY SIGNATURE

This agreement dated Month XX, 2016

12.1 Issuance and written acknowledgement of receipt of a purchase order number shall constitute notice to proceed.

12.2 Contractor shall review and sign the original copy prior to signature of Texas Woman’s University Vice President for Finance and Administration.

12.3 Signature below of Vice President for Finance and Administration shall execute contract.

This Agreement entered into as of the day and year first written above.

OWNER CONTRACTOR

Texas Woman's University Name of Company

Printed Name Printed Name

Signature Signature

Title Title

Date Date