OPINION
Opinion by
This is an appeal from a traditional summary judgment in a subrogation claim arising out of a 1996 restaurant construction contract between TX. C.C. and Wilson/Barnes General Contractors. The restaurant was completed in January 1997, but destroyed in a December 2000 fire resulting from a faulty fireplace installed by Colorado Stone, Inc. a/k/a Colorado Stone and Stucco, a subcontractor. TX. C.C. was compensated for its loss by Safe-co Lloyds Insurance Company under a property insurance policy acquired in 1999. TX. C.C., as Safeco’s insured, subsequently sued Wilson/Barnes and Colorado Stone for reimbursement for the proceeds paid under the policy. Wilson/Barnes and Colorado Stone both successfully moved for summary judgment asserting two “standard” waiver of subrogation clauses in the contract shifted the risk of loss resulting from fire to any property insurance maintained by TX. C.C. and thus barred recovery as a matter of law. We must now determine, as an issue of first impression in this Court, whether waiver of subrogation clauses, one of which we have specifically held enforceable in subrogation claims during construction, 1 extend beyond the construction period to preclude recovery for proceeds paid for post-construction loss under a policy voluntarily obtained *565 after the construction period. 2 Concluding they do, we affirm the trial court’s judgment.
Background
The contract at issue here consists of two standard documents commonly used in the construction industry — the American Institute of Architects (AIA) A101-1987 “Standard Form of Agreement Between Owner and Contractor” and the A201-1987 “General Conditions of the Contract for Construction.” The “General Conditions” consists of fourteen articles concerning the various duties and responsibilities of the “Owner,” TX. C.C., and the “Contractor,” Wilson/Barnes, as well as the allocation of risks between the two. Of particular relevance to the appeal is Paragraph 11.3, entitled “Property Insurance.” This paragraph provides in relevant part as follows:
11.3.1 Unless otherwise provided, the Owner shall purchase and maintain ... [an all-risk] property insurance ... for the entire Work ... until final payment has been made....
11.3.2 Boiler and Machinery Insurance. The Owner shall purchase and maintain boiler and machinery insurance required by the Contract Documents 3 or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner ... 11.3.3Loss of Use Insurance. The Owner, at the Owner’s option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner’s property due to fire or other hazards, however caused ...
11.3.5 If ... after final payment 4 property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Subpara-graph 11.3.7 for damages caused by fire or other perils covered by this separate property insurance. All separate policies shall provide this waiver of subro-gation by endorsement or otherwise.
11.3.7 Waiver of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other ... for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to this Paragraph 11.3 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary ... The policies shall provide such waivers of subrogation by endorsement or otherwise.
*566 (Emphasis added.) The contract defines “Work” in relevant part as the “construction and services required by the Contract Documents, whether completed or partially completed, and ... may constitute the whole or a part of the Project.” “Project” is defined as the restaurant.
Paragraphs 11.3.5 and 11.3.7 form the basis of the summary judgment motions. Under- these provisions, subrogation rights are waived for damages resulting from fire or other perils in three situations: (1) under paragraph 11.3.5 if after final payment property insurance is “to be” provided through a policy or policies other than those insuring the project during the construction period; and under paragraph 11.3.7 to the extent covered by (2) property insurance obtained pursuant to paragraph 11.3 or (3) “other property insurance applicable to the Work.” In all three situations, the Contract Documents require that the policies provide such waivers of subrogation by endorsement or otherwise.
Wilson/Barnes and Colorado Stone argued in their motions that, although TX. C.C.’s obligation to maintain property insurance on the restaurant terminated upon final payment, because TX. C.C. opted to obtain a policy after final payment and the damage to the restaurant was covered by that policy, TX. C.C. waived its rights against them for damages caused by the fire either under the first situation or the third. And because Safeco, as TX. C.C.’s insurer, has no rights by way of subrogation beyond TX. C.C.’s, Wilson/Barnes and Colorado Stone argued further, recovery in the lawsuit is precluded as a matter of law.
See Nat’l Union Fire Ins. Co. of Pittsburgh, Pa. v. John Zink, Co.,
On appeal, TX. C.C. asserts enforcing the waiver of subrogation clauses after completion of the restaurant and final payment does not reflect the intent of the parties as construed by the rules of contract construction and does not advance the public policy underlying such clauses. Given the parties’ intent and the underlying public policy, the scope of the waiver of subrogation clauses, TX. C.C. argues, is limited to that of the insurance requirement which under paragraph 11.3.1 is the period of construction. As such, TX. C.C. maintains, the third situation — providing for waiver of subrogation claims under paragraph 11.3.7 if “other property insurance applicable to the Work” covers damages resulting from fire or other perils— applies only during the construction period if the owner opts to rely on existing property insurance in place at the time of construction instead of the insurance required by paragraph 11.3.1. TX. C.C. maintains the first situation — providing for waiver of subrogation claims under paragraph 11.3.5 if after final payment insurance is to be provided through a policy other than that insuring the project during construction — applies only if the contract requires the owner to maintain insurance post-construction. Because the fire did not occur during construction and because it was not required to maintain property insurance once the restaurant was completed, TX. C.C asserts, recovery is not barred as a matter of law and thus the waiver of subrogation clauses cannot support summary judgment. In the alternative, TX. C.C. asserts, the waiver of subro-gation clauses cannot support summary judgment because they are ambiguous.
*567 Standard of Review
We review de novo both the granting of a summary judgment motion and a trial court’s interpretation of a contract.
AIG Life, Ins. Co. v. Federated Mut Ins. Co.,
When reviewing the court’s interpretation of a contract, we give words in the contract their plain meaning and examine the entire contract in an effort to harmonize and give effect to all the provisions so that none will be rendered meaningless.
Am. Mfrs. Mut. Ins. Co. v. Schaefer,
Public Policy Underlying Waiver of Subrogation Clauses
A waiver of subrogation clause is a risk-shifting provision premised upon the recognition that it is economically inefficient for parties to a contract to insure against the same risk.
See Temple Eas-Tex, Inc. v. Old Orchard Creek Partners, Ltd.,
Discussion
In theory, we can affirm the judgment if the subrogation waiver in either paragraph 11.3.5 or 11.3.7 applies because the trial court did not specify the basis for its ruling.
See AIG Life,
Scope of Phrase “Other Property Insurance Applicable to the Work” in Paragraph 11.3.7
In arguing the scope of the sub-rogation waivers cannot exceed the insurance requirement itself and thus the waiver in paragraph 11.3.7 resulting from damages covered by “other property insurance applicable to the Work” applies only to damages covered by an existing property insurance in place at the time of construction, TX. C.C. relies on
Automobile Insurance Co. of Hartford, Connecticut v. United H.R.B. General Contractors, Inc.,
In
Trinity Universal,
the owner purchased a builder’s risk policy four months prior to entering into a contract for the restoration and renovation of a building complex.
Trinity Universal,
In
Walker,
this Court considered whether proceeds paid under property insurance covering an existing building and in effect prior to a contract for an addition and improvements to the building could be recovered in a negligence suit against the subcontractor after the building was heavily damaged by a water leak resulting from the subcontractor’s labor.
Walker,
Relying on the rationale in H.R.B., TX. C.C. notes its contract with Wilson/Barnes contains another waiver clause — paragraph 4.3.5.2 9 — similar to the “other” waiver clause in H.R.B. That clause specifically reserves the right of the owner, upon final payment, to bring a claim arising from “failure of the Work to comply with the requirements of the Contract Documents.” TX. C.C. argues that in accordance with H.R.B., to give meaning to both that clause and the “other insurance” waiver language in paragraph 11.3.7, ‘Work” must be interpreted to mean “the completed structure but only through final payment.” TX. C.C. maintains this interpretation is consistent with the holdings in Trinity Universal and Walker. Because the owners in these two cases opted to rely on an existing policy instead of the policy required to be provided under paragraph 11.3.1, TX. C.C. argues, the cases stand for the proposition that waiver is triggered by “an existing property insurance policy broad enough to allow the owner to comply with the insurance procurement obligations imposed under 11.3.1.” And because paragraph 11.3.1 imposes an obligation on the owner to maintain insurance only until final payment has been made, the “other property insurance” language necessarily is limited in scope to the insurance requirement during the construction period. As such, because its policy with Safeco was voluntarily obtained “well after” it had tendered its final payment, TX. C.C. maintains, its subrogation claim is not barred under paragraph 11.3.7. We disagree.
As stated, the contract defines “Work” in relevant part as the “construction services required by the contract documents, whether completed or partially completed.” (Emphasis added.) Under the plain meaning of these words, ‘Work” encompasses the completed services, in this case, the restaurant. No temporal limitation exists within the definition. To interpret “Work” to mean “the completed structure but only through final payment,” as the H.R.B. court did, would require us to go beyond the plain meaning of the words in contravention of our rules of contract construction. Additionally, limiting the term “Work” to “the completed structure, but only through final payment” would in turn limit the claims under paragraph 4.3.5.2 to those arising through the date of final payment also, and this in turn would render paragraph 4.3.5.2 meaningless. We find the rationale in H.R.B. unpersuasive.
We conclude paragraphs 4.3A.2 and 11.3.7 can both be given full effect simply by reading them together and giving them their plain meaning; final payment does not result in waiver of any claims resulting
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from non-complying work unless the damage is caused by fire and covered by property insurance obtained pursuant to paragraph 11.3 or other property insurance that covers the work. In so concluding, we reject TX. C.C.’s narrow construction of
Trinity Universal
and
Walker.
Although both cases involved property insurance policies obtained
prior
to construction, we find the import of the cases to be that as long as property insurance covered the damages to the structure, whether completed or not, the waiver applies. This is consistent with the plain meaning of “other property insurance applicable to the Work”: property insurance other than that required under paragraph 11.3 covering damages to the “construction, whether completed or partially completed.”
Cf. Town of Silverton v. Phoenix Heat Source Sys.,
Given the plain meaning of the phrase “other property insurance applicable to the Work,” we conclude the parties intended subrogation claims to be waived if TX. C.C. obtained property insurance that covered any damage to the restaurant resulting from fire and/or other perils. Because TX. C.C.’s policy with Safeco covered the damages to the restaurant, we conclude TX. C.C. waived all rights against Wilson/Barnes and Colorado Stone for damages caused by the fire and, because Safe-co’s rights are limited to TX. C.C.’s rights, the subrogation claim is barred as a matter of law.
See John Zink,
We find support for our conclusion in the language in paragraph 11.3.7 requiring the insurance “policies [to] provide such waivers of subrogation by endorsement or otherwise.” Requiring the owner to take affirmative action in these “other provisions” further shows the parties’ intent that the waiver would be broad. We also find support for our conclusion in the policy underlying subrogation waivers. Although subrogation waivers serve to ensure construction stays on schedule without falling victim to lawsuits or other protracted claims processes, their purpose extends beyond the construction period. By having all the contracting parties look solely to any insurance coverage maintained by the owner post-construction in the event of loss resulting from fire or other perils, subrogation waivers continue to ensure economic relations are preserved, risks are anticipated, proper insurance protection obtained, and also continue to afford the contracting parties certainty as to liability. TX. C.C.’s contention that enforcing the waiver in paragraph 11.3.7 post-construction and final payment does not reflect the parties’ intent as construed by the rules of contract construction and does not advance the public policy underlying subrogation waivers is without merit.
Scope of Phrase “If After Final Payment Property Insurance Is To Be Provided” in Paragraph 11.8.5
TX. C.C.’s argument that enforcing the waiver in paragraph 11.3.5 does not
*572
reflect the parties’ intent or further underlying public policy is also without merit. In arguing subrogation waivers cannot exceed the insurance requirement itself and thus the waiver in paragraph 11.3.5 resulting from property insurance that is “to be” provided after final payment applies only if the owner is
required
by contract to maintain insurance post-construction, TX. C.C. relies on
Lumbermens Mutual Casualty Co. v. Grinnell Corp.,
TX. C.C. asserts this interpretation of “to be” is consistent with language in paragraph 11.1 concerning the contractor’s liability insurance. Under paragraph 11.1.1, the contractor is required to maintain liability insurance to protect itself from claims such as disability benefit claims or claims for damages resulting from the death of an employee. This requirement exists until final payment. Paragraph 11.1.3 provides in relevant part that “[i]f any of the foregoing insurance coverages are required to remain in force after final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment.” (Emphasis added.) TX. C.C. argues this language “reference[s] ... future insurance to be maintained by the contractor that might be required elsewhere in the contract” and thus supports its position that “to be” means “required.” TX. C.C. also argues that if the contract intended for subrogation claims to be waived if any property insurance is provided upon final payment, then the word “is” would have been used instead of “to be.” We disagree.
In concluding “to be” means “required,” the
Grinnell
court relied on the dissenting opinion in
Midwestern Indemnity Co. v. Systems Builders, Inc.,
Such a construction of the phrase “to be,” however, cannot be obtained under our rules of contract construction. Although the dissent in
Midwestern
identified three “uses” of the phrase “to be,” only one was given in interpreting the scope of paragraph 11.3.5. Under our rules, we cannot choose what meaning to give words, but must give them their plain meaning. Giving “to be” its plain meaning, we conclude waiver results if after final payment the owner
intends
to provide property insurance, the contract
requires
the owner to provide property insurance, or the owner
provides
property insurance
in the future.
Am. HeRitage Dictionary 155 (4th ed.2000). That the word “is” could have been used instead does not change the plain meaning of the phrase. Nor does the language in paragraph 11.1.3 concerning the contractor’s liability insurance that TX. C.C. maintains support its position that the meaning of “to be” is limited to “required.” To the contrary, that language — “required to remain in effect after final payment” — by its plain meaning is self-limiting to that which is an obligation. Given the meaning of “to be,” we conclude the parties intended subrogation claims to be waived if TX. C.C. provided insurance post-construction through a policy other than that insuring the project during construction.
See Midwestern,
In reaching this conclusion, we reject the reasoning in
Chinnell.
Although a contractor and subcontractor might receive a “windfall” from the enforcement of the waiver in paragraph 11.3.5 if post-construction insurance is not negotiated in advance but is provided, the purchase of the policy does not come at a total loss to the owner and insurer. The construction industry, like other industries, is characterized by turnover and instability. No guarantee exists that a contractor or subcontractor in business today will be in business tomorrow. Moreover, with the passage of time, witnesses may move or their memories fade, making it harder to establish liability. By purchasing a post-construction insurance policy, even though not required by contract to do so, the owner, in furtherance of the public policy underlying subrogation waivers, is assured to be compensated for any losses resulting from fire or other perils and avoids the possibility of pursuing litigation against a judgment-proof or no-longer-in-business
*574
contractor or subcontractor. At the same time, the insurer stands to gain in the form of higher premiums.
Grinnell,
Our conclusion that the waiver in paragraph 11.3.5 applies to the facts in this case is consistent with our conclusion that the waiver in paragraph 11.3.7 also applies. If the phrase “to be” in paragraph 11.3.5 meant only “required,” then damages paid under a policy obtained voluntarily would not result in waiver under paragraph 11.3.7. This, however, would render the phrase “other property insurance applicable to the Work” in paragraph 11.3.7 meaningless in contravention of our rules of contract construction. Our conclusion is also consistent with the language requiring the insurance “policies [to] provide such waivers of subrogation by endorsement or otherwise.” This language is found not only in paragraph 11.3.7, but also paragraph 11.3.5. Again, requiring the owner to take affirmative action in these “other provisions” further shows the parties’ intent that the waiver would be broad.
Conclusion
Applying the appropriate standard of review and bearing in mind the public policy underlying subrogation waivers, we conclude the contract is not ambiguous and the subrogation waivers can be given a definite interpretation. That interpretation is that TX. C.C., and accordingly Safe-co, waived its rights against Wilson/Barnes and Colorado Stone for damages to the restaurant arising from fire that were covered by any property insurance, including a policy purchased post-construction. Because TX. C.C. maintained insurance post-construction and that policy paid for the damages to the restaurant, TX. C.C.’s sub-rogation claim is barred under paragraphs 11.3.5 and 11.3.7. In other words, the subrogation waivers extend beyond the construction period and Wilson/Barnes and Colorado Stone were entitled to judgment as a matter of law.
We affirm the trial court’s judgment.
Notes
.
See Walker Eng’g v. Bracebridge Corp.,
.In its motion, Wilson/Bames also asserted it was entitled to judgment as a matter of law because the limitations and loss of use provisions in the contract as well as the economic loss rule preclude recovery. In its order granting the motion, the trial court did not specify the basis for its ruling. In its other issues on appeal, TX. C.C. challenges the additional grounds for summary judgment alleged by Wilson/Barnes. Because the issue concerning the waiver of subrogation clauses is dispositive of the appeal, we do not address the propriety of summary judgment on the other grounds alleged.
See
Tex.R.App. P. 47.4.;
AIG Life Ins. Co. v. Federated Mut. Ins. Co.,
. The "Contract Documents” consist of the two AIA documents as well as several addenda.
. Final payment was made January 25, 1997.
. Under the 1976 version of the AIA 201 "General Conditions of the Contract for Construction,” paragraph 11.3.7 is numbered 11.3.6.
See H.R.B.,
. Article 9.8.1 of the AIA 201-1987 "General Conditions of the Contract for Construction” defines "substantial completion” as "the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so the owner can occupy or utilize the Work for its intended use.” A201-1987 General Conditions of the Contract for Construction, art. 9.
. Final payment is due once the architect issues a "final Certificate for Payment” indicating the work has been completed in accordance with the contract documents. Id.
. This provision, paragraph 9.9.4.2, appears to have been renumbered as paragraph 4.3.5.2 in the 1987 version of the "General Conditions.” Paragraph 4.3.5.2 provides that *569 upon final payment, the owner waives all claims "except those arising from ... failure of the Work to comply with the requirements of the Contract Documents.” See AIA A201-1987 General Conditions of the Contract for Construction, art. 4.
. Paragraph 4.3.5.2 is a subpart of paragraph 4.3.5. In addition to the claims in 4.3.5.2, paragraph 4.3.5 excludes from waiver claims arising from "liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled; ... or .3 terms of special warranties required by the Contract Documents.” TX. C.C. notes paragraph 9.10.3 of the contract reiterates that the making of final payment shall constitute a waiver of claims by the owner except as provided in paragraph 4.3.5.
. Under the 1997 version of the AIA 201-"General Conditions of the Contract for Construction,” paragraph 11.3.5 has been renumbered to paragraph 11.4.5 and paragraph 11.3.7 has been renumbered to paragraph 11.4.7.
See Grinnell,