Instructions for submission of LCRA’s standard Terms and Conditions.

Requesting exceptions to the Terms and Conditions will not be allowed after the RFP closing date and time. At LCRA’s discretion, the amount and nature of the requested exceptions may be grounds for disqualification.

Acceptance to LCRA’s standard Terms and Conditions.

If Offeror does not request any exceptions to the standard Terms and Conditions of the contract, check the box below and submit this page as part of your proposal.

☐ I Accept LCRA’s standard Terms and Conditions.

Exceptions to LCRA’s standard Terms and Conditions.

If Offeror wishes to request exceptions to the standard Terms and Conditions, Offerors must do so in the following format:

a) Offerors shall submit all requested exceptions electronically in a redlined, change-tracked, unprotected Word document; redlines should be accompanied by a brief explanation or reason for the request.

b) Offeror shall incorporate any additional documents, not contained in the Terms and Conditions, on an editable and unprotected Word document.

Requested revisions and additional documents returned to LCRA in any other format, including but not limited to PDFs, rights restricted documents, or non-change-tracked documents, will either be returned to Offeror without review for resub-mission in the required format or, at LCRA’s discretion, may be disqualified as a non-responsive proposal.

Any exceptions to the Terms and Conditions are subject to LCRA’s approval, the submission of such requested exceptions does not bind LCRA in any way to such exceptions.

Engineer Services Contract Page 2 of 44 Rev. 2017

Contract #______

ENGINEERING SERVICES CONTRACT

BETWEEN

LCRA

AND

Engineer Services Contract Page 3 of 44 Rev. 2017

LOWER COLORADO RIVER AUTHORITY

CONTRACT #_____ WITH [PROFESSIONAL NAME]

TABLE OF CONTENTS

The titles and section headings of this Contract are included for convenience only and shall not be deemed to constitute a part of this Contract.

TERM

CONTRACT DOCUMENTS

DEFINITIONS

NOTICES

AMENDMENTS AND CHANGE ORDERS

SERVICES TO BE PROVIDED

REVIEW AND ACCEPTANCE

SCHEDULE

PRICING

PAYMENT

TAXES

SHIPMENT AND DELIVERY

TITLE AND RISK OF LOSS

INSURANCE

OWNERSHIP OF DELIVERABLES

WARRANTIES AND STANDARDS

PUBLIC INFORMATION

GENERAL INDEMNITY

INTELLECTUAL PROPERTY INDEMNITY

INDEMNITY PROCEDURES

LIMITATION OF LIABILITY

FAILURE TO ACT

REMEDIES

FORCE MAJEURE

TERMINATION FOR CONVENIENCE

TERMINATION FOR CAUSE

SUSPENSION

DISPUTE RESOLUTION

GOVERNING LAWS, REGULATIONS AND STANDARDS

LICENSES AND PERMITS

INDEPENDENT CONTRACTOR

EMPLOYEE AND SUBCONTRACTOR CONDUCT

SITE INSPECTION

SAFETY REQUIREMENTS

ENVIRONMENTAL REQUIREMENTS

ON-SITE ACTIVITIES

USE OF LCRA EQUIPMENT

Engineer Services Contract Page 4 of 44 Rev. 2017

WORK FOR FPP AND LCRA AFFILIATES

SECURITY AT LCRA JOB SITE

ETHICS REQUIREMENTS

RIGHT TO AUDIT

FINANCIAL OBLIGATIONS

LIENS

BANKRUPTCY

PUBLICITY

ADDITIONAL PROVISIONS

SURVIVAL

EXHIBIT A: STATEMENT OF WORK TEMPLATE

EXHIBIT B: PRICING

MANDATORY HEALTH AND SAFETY CONDITIONS

CHANGE ORDERS TEMPLATE

EXHIBIT E: CONTRACT SCOPE OF SERVICES

EXHIBIT F: THIRD PARTY SYSTEM ACCESS

Engineer Services Contract Page 5 of 44 Rev. 2017

LOWER COLORADO RIVER AUTHORITY

CONTRACT #_____ WITH [PROFESSIONAL]

This Engineering Services Contract (“Contract”) is entered into by and between the Lower Colorado

River Authority (“LCRA”), a conservation and reclamation district of the State of Texas created pursuant to Article XVI, Section 59, of the Texas Constitution, and [professional name] (“Professional”). Sepa-rately, each party may hereafter be referred to as a “Party”; collectively, the parties may be referred to as the “Parties.”

This Contract is for Owner’s Engineer Services, as described in more detail in the Exhibits.

TERM

This Contract is a master contract.

The term of the Contract begins upon execution by an LCRA Agent (“Effective Date”) and is one year from the Effective Date, with annual automatic renewal periods, not to exceed a total maximum term of five (5) years. At the LCRA Agent’s sole option, these annual renewals may be discontinued by LCRA upon written notice to Professional prior to the next annual renewal date. This Contract will be deemed to extend beyond its expiration or termination date with respect to any Order being performed under it at that time, unless the Order (as defined in the Terms and Conditions) is also terminated.

CONTRACT DOCUMENTS

2.A. This Contract consists of the following documents, each of which are incorporated by refer-ence. The documents are listed in their order of precedence from highest to lowest.

2.A.1. These Terms and Conditions along with any Exhibits and Attachments and any docu-ments incorporated into by reference, as may be subsequently modified by Amend-ment;

2.A.2. Each Order, which may include a SOW issued under this Contract ,as may be subse-quently modified by a Change Order.

2.B. This Contract shall govern each Order and/or SOW between LCRA and Professional and any terms of this Contract shall control unless the Order or SOW clearly indicate otherwise. Not-withstanding the previous sentence, in the event that an Order or SOW expressly provides that certain provision(s) therein shall control over specified provisions of this Contract, and those provision(s) are agreed upon by duly authorized representatives from both Parties, then, to the extent that such provision(s) conflict or are inconsistent with the specified provisions in this

Contract, any such provision(s) shall control, but only for the purposes of the particular Order or SOW in which such provision(s) are provided.

Any terms and conditions submitted by Professional in connection with any proposal or pro-posed Order shall have no effect whatsoever unless expressly accepted in writing by the LCRA

Agent. If accepted by the LCRA Agent, the proposed terms and conditions are limited in effect to the proposal with which they were submitted.

Engineer Services Contract Page 6 of 44 Rev. 2017

DEFINITIONS

3.A. AE – The City of Austin doing business as Austin Energy.

3.B. Amendment - A written instrument executed by the Parties that expressly modifies specific and identified terms of this Contract.

3.C. Change Order - A written instrument executed by an LCRA Authorized Party and a desig-nated representative of the Professional that changes an Order by modifying: (1) the Services to be provided by the Professional; (2) the Deliverables to be provided by a Professional; (3) the Professional’s schedule; (4) the price; or (5) Key Personnel specified in an Order.

3.D. Corrective Action – Any repair, replacement, modification, re-performance or other action necessary for Professional to cure any defect in the Services.

3.E. Deliverables – Work products, including without limitation, materials necessary for proper per-formance of the Services, documentation, photographs, studies, data, schedules, test results, drawings, specifications, and reports under an Order.

3.F. F.O.B. Destination - Has the meaning set out in Chapter 2 of the Texas Business and Com-merce Code.

3.G. FPP - The Fayette Power Project located in La Grange, Texas.

3.H. Key Person - Any person designated by LCRA who is provided by Professional to provide

Services under this Contract and who LCRA deems essential to the services provided.

3.I. LCRA Affiliate – Any non-profit entity wholly or majority controlled by LCRA including

GenTex Power Corporation, LCRA Transmission Services Corporation, Wholesale Energy

Services Corporation, Wholesale Energy Services Corporation II, and any similar entity cur-rently existing or created at any time in the future in which the governing body is controlled by

LCRA.

3.J. LCRA Authorized Party - A designated representative of LCRA Only an LCRA Authorized

Party may execute this Contract or any Amendment to it; send and receive notices; or enforce contract remedies.

3.K. LCRA Indemnitees – LCRA, its directors, officers, and employees.

3.L. LCRA Representative(s) – Additional LCRA employee(s) identified on an applicable SOW.

3.M. Order – A written Order signed by an LCRA Authorized Party and Professional which may include any or all of the following: a SOW, technical specifications, pricing, schedules, purchase order, and other pertinent documents.

3.N. Professional - LCRA’s counterparty to this Contract identified in the preamble.

3.O. Purchase Order Number - A number that refers to LCRA’s internal accounting number by which expenditures under this Contract and its associated SOWs are tracked.

3.P. Services –Services that Professional is obligated to perform under this Contract including all associated Deliverables for which an engineering license or firm registration is required under

Ch. 1001 of the Texas Occupations Code or the Rules of the Texas Board of Professional En-gineers and related ancillary Services that may not require an engineering license or firm reg-istration.

Engineer Services Contract Page 7 of 44 Rev. 2017

3.Q. Site - The LCRA’s and its Affiliate’s lands or areas furnished by LCRA or its Affiliates and described in the contract upon which the Work is to be performed, including rights-of-way and easements, and such other lands furnished by LCRA which may be designated for the Profes-sional’s use.

3.R. SOW – A statement of work that describes the particular tasks to be performed and Delivera-bles to be provided by Professional and may also include as appropriate the period of perfor-mance, the place of performance, any Key Person(s), price, and any other pertinent information agreed to by the Parties.

NOTICES

All notices required under this Contract must be made in writing and sent by registered or certified United

States mail, return receipt requested or by nationally recognized courier service to the address below.

Notice may additionally be sent by email or fax as indicated below (referencing the contract number in the Subject line), but such service shall not excuse proper notice as set forth above. Parties may change their address by notifying the other party pursuant to this Article.

PROFESSIONAL: LCRA:

Authorized Representative:

Email: ___________________________

Lower Colorado River Authority

Attn: Kelly Sweetin

Re: Contract #_____

3700 Lake Austin Blvd.

Austin, TX 78703

Email: Kelly.Sweetin@lcra.org

With a copy to:

Lower Colorado River Authority

Attn: Office of the General Counsel

3700 Lake Austin Blvd.

Austin, TX 78703

Email: legal.notice@lcra.org

Nothing contained in the foregoing shall be construed to apply to routine communications between repre-sentatives of Professional and LCRA.

AMENDMENTS AND CHANGE ORDERS

5.A. Amendments. This Contract shall be modified only through an Amendment. No verbal mod-ifications to the Contract shall have any effect.

5.B. Change Order Contents. All Change Orders must be in a form substantially conforming to the Change Order Templates Exhibit.

SERVICES TO BE PROVIDED

6.A. Professional shall provide Services to LCRA, as further described in the Exhibits and any Order issued under this Contract. No Services are authorized unless an Order is issued. This Contract mailto:legal.notice@lcra.org

Engineer Services Contract Page 8 of 44 Rev. 2017 does not guarantee a minimum amount Professional will be paid or a minimum number of

Orders. In no event is LCRA liable to Professional for any costs or expenses other than for those stated in an Order and allowed under this Contract.

6.B. Notwithstanding anything to the contrary contained in this Contract, LCRA and Professional agree and acknowledge that LCRA is entering into this Contract in reliance on Professional’s special and unique abilities with respect to performing the Services.

6.C. Professional represents that there are no undisclosed obligations, commitments or impediments of any kind that will or could taint, limit or prevent performance of the Services.

6.D. Professional shall properly connect and coordinate its Services with LCRA and others, and shall notify the LCRA Agent if a problem with the work of others hinders Professional in the performance of its Services.

6.E. Staffing. Professional is to provide all personnel necessary to complete timely the Services in accordance with each Order. If Professional makes any change to its Key Personnel, Profes-sional’s staffing actions and personnel assigned under this Contract shall be approved in ad-vance by the LCRA Agent in order to assure compliance with this Contract. Should Profes-sional be unable to meet the staffing plan, overstaffing during later periods without the approval of LCRA’s Agent may not compensate for such understaffing. LCRA’s Agent may request the removal of any employee or independent contractor of Professional for any reason whatsoever, with or without cause. It is the responsibility of Professional to remove and replace the em-ployee or independent contractor at no cost to LCRA. Any staffing changes pursuant to this

Contract shall be done by Professional at no increase to either contract price or timeline. LCRA must approve of any replacement made by Professional.

6.F. Nothing in this Contract is intended to include any Services that could be rendered to LCRA through any form of the design-build project delivery method.

REVIEW AND ACCEPTANCE

7.A. Review and acceptance requirements may be specified in an Order.

7.B. When Professional can demonstrate that the Services are complete in accordance with the ac-ceptance criteria included in the Order and so notifies LCRA, LCRA shall review the Services for general compliance with the Contract. If the Services comply with the Contract require-ments, and Professional has furnished all required Deliverables, then LCRA shall accept the

Services (“Acceptance”). Acceptance shall not limit nor diminish Professional’s warranties and other obligations under the Contract. LCRA may reject any Services, or portion thereof, that do not comply with the Contract. If Services provided by Professional are not in accord-ance with the Contract, Professional shall remedy such nonconforming work at its own expense and in accordance with LCRA’s requirements.

SCHEDULE

8.A. Time shall be of the essence for performance under this Contract. Professional agrees to per-form all obligations as set forth in this Contract. If required by an Order, a specific progress schedule will be developed for each individual task in compliance with the Order. If at any time it appears to Professional that it may not meet any of the performance schedules or the

Engineer Services Contract Page 9 of 44 Rev. 2017 scheduled completion date under an Order for any reason, including labor disputes, Profes-sional shall immediately notify LCRA (to be confirmed in writing) of the reasons for and the estimated duration of such delay. If requested by LCRA, Professional shall make every effort to avoid or minimize the delay to the maximum extent possible. Any additional cost caused by these requirements of LCRA shall be borne by Professional. The foregoing requirements are in addition to any of the LCRA rights and remedies, as may be provided by law or this Contract.

8.B. The Professional shall be at all times responsible for maintaining the schedule and for keeping the LCRA Authorized Party and the LCRA Representative informed of the schedule progress.

Unless otherwise stated in an Order, Professional shall provide to LCRA regular, written pro-gress reports that shall show actual and projected progress and costs for all activities, finish dates, and actual percent of performance completed.

8.C. Professional shall notify the LCRA Authorized Party within twenty-four (24) hours of the first knowledge that any scheduled date(s) will not be met and shall, within five (5) business days thereafter, submit a detailed program depicting the plans and actions being taken to regain the lost time. The notice shall not limit any other rights or remedies afforded LCRA under this

Contract or by law.

PRICING

9.A. This Contract’s pricing is documented in the Pricing Exhibit. This Contract will not obligate any funds as all funding will be issued under separate Orders. Under no circumstances should

Professional invoice for any costs in excess of the amount stated in an Order. All monetary amounts will be calculated and based upon U.S. Dollars.

9.B. Authorized Compensation Structures. Orders shall only be issued either as a firm, fixed price or on a time and materials basis with a not-to-exceed price as directed by LCRA in the

Order. In no case shall LCRA compensate the Professional for hours incurred due to negli-gence, incompetence, or inefficiencies on the part of the Professional.

9.C. Firm Fixed Pricing. Each firm, fixed Order shall detail all costs to be paid by LCRA. Any labor, documentation, travel, per diem, testing, materials, credit card processing fees, software, copies, mileage, computer charges, courier services, long-distance phone calls, electronic me-dia charges, customs, duties, taxes, shipping and delivery costs, management, contingency fees, or equipment required to produce the intended result will be provided at no additional cost to

LCRA, unless specified in an Order. Unless otherwise agreed to in an Order, payments shall be based on a milestone and/or deliverable payment schedule.

9.D. Time and Material Compensation. Each time and material Order shall include a comprehen-sive SOW detailing all costs to be paid by LCRA. Payments shall be based on the payment schedule contained in an Order. Professional’s time and material compensation shall be based upon labor rate schedules as agreed between the Parties and reimbursable expenses, all in ac-cordance with the following provisions of this Article.

9.D.1. Labor Rates. Labor Rates shall be firm, fixed and adequate to cover Professional’s direct and indirect costs, taxes, benefits, overhead and profit. Except for reimbursable expenses below, Professional’s rates shall include all labor, documentation, testing, materials, software, copies, computer charges, courier services, long-distance phone calls, electronic media charges, credit card processing, customs, duties, taxes, shipping

Engineer Services Contract Page 10 of 44 Rev. 2017 and delivery costs, management, contingency fees, or equipment required to produce the intended outcome, unless specified in an Order. Professional shall provide the components of the mutually agreed labor rates, namely salary rate, overhead multiplier and profit multiplier. Labor rates shall be based upon bill rates defined by skill level.

Bill rate ranges for any one skill level are not permissible.

9.D.2. Reimbursable Expenses. LCRA shall reimburse Professional for:

9.D.2.a. Actual, external costs and expenses reasonably incurred by Professional’s employees in performing Services without mark-up by the Professional as detailed in Exhibit B Pricing. Travel shall comply with the LCRA travel procedures attached as Exhibit B Pricing.

9.D.2.b. Subcontracting expenses are limited to actual pre-approved expenses and shall not be marked up by Professional more than five percent (5%).

9.E. Labor rates shall be based upon bill rates defined by skill level as agreed between LCRA and

Professional in this Contract, pursuant to Exhibit B to this Contract, Labor Rates and subject to revision pursuant to Article 9.F. Bill rate ranges for any one skill level are not permissi-ble. Professional shall provide to LCRA the components of the labor bill rates, namely salary rate, overhead multiplier and profit multiplier.

9.F. Revision to Rates for Labor. The initial contracted rate sheet will be in place for one (1) year from the date of award. After the first year, labor rates may be revised annually. Any such revision must be agreed upon by both parties, will take effect on the renewal date of the Con-tract, and will remain firm and fixed for the remainder of the Contract (unless subsequently revised). The maximum revision shall be based on the year over year change in the Bureau of

Labor Statistics Series ID#, ceu6054130008, (“BLS Index,”) in comparing the month of Janu-ary; provided however, that in no case shall a revision to labor rates exceed 3% for any given year. The BLS Index to be used as the baseline shall be the month of January in the calendar year that this Contract is executed. In the event that the BLS Index is discontinued or the titles, codes or methodology revised, a new index shall be promptly identified and incorporated into the agreement upon mutual agreement between LCRA and Professional. Such revised rates as computed herein shall be incorporated into the Contract by Amendment.

PAYMENT

Professional shall invoice LCRA under the following terms:

10.A. Notwithstanding anything in this Contract to the contrary, all payments to be made by the

LCRA hereunder are subject to Chapter 2251 of the Texas Government Code. Invoices paid more than forty-five (45) days after the invoice is received are subject to interest calculated pursuant to Chapter 2251.

10.B. Invoices for payment under this Contract shall be emailed to invoice@lcra.org.

10.C. Invoices shall include:

10.C.1. Purchase Order Number prominently displayed on each invoice;

10.C.2. Unique invoice number;

10.C.3. Invoice period;

Engineer Services Contract Page 11 of 44 Rev. 2017

10.C.4. Invoice or billing date; and

10.C.5. Remittance address.

And, as applicable:

10.C.6. Timesheets for Services performed on a time and materials basis.

10.C.7. Receipts for all materials used for Services performed on a time and materials basis.

10.C.8. Itemization of all Deliverables completed and delivered to LCRA.

10.C.9. Records supporting all reimbursable expenses, including without limitation, receipts for lodging, meals, mileage, airfare, and car rentals.

10.D. Payments may be based on completion of the Services, fulfillment of milestones, or delivery of Deliverables as agreed in the Order. Professional shall invoice LCRA once a month for

Orders in progress that have activity for that month. Final payment by LCRA shall not waive any rights and remedies that LCRA has and shall not release Professional from any duties and obligations set forth in the Contract.

10.E. No invoice shall be considered complete or payable unless all required documentation is sub-mitted with invoice supporting reimbursable and LCRA approved expenses, such as time sheets, transportation, lodging, and meal expenses.

Credit Card Payments. If LCRA places an Order and pays with an LCRA credit card, Profes-sional must generate an invoice containing the details outlined above and an itemized receipt and send it to the LCRA Authorized Party who placed the Order.

TAXES

11.A. LCRA is exempt from all Federal Excise Taxes and the Texas Limited Sales and Use Tax under

Section 151.309 of the Texas Tax Code. LCRA will not pay or reimburse Professional for taxes based upon Professional’s net worth, capital, net income, or franchise. All invoices sub-mitted by Professional shall exclude these taxes. All pricing shall include, and the Professional shall pay, all other applicable taxes and assessments for unemployment insurance, workers’ compensation, social security and disability benefits, and other taxes that are based upon the compensation paid to persons employed by Professional for the performance of Services under this Contract.

11.B. Subject to Article 11.A., the Professional’s pricing shall include all applicable foreign, federal, state and local taxes payable with respect to this Contract. LCRA Agent shall provide Profes-sional with LCRA’s direct pay permit or exemption certificate where applicable.

SHIPMENT AND DELIVERY

Professional shall deliver all materials F.O.B. Destination and shall include shipping costs as a separate line item in the Pricing Exhibit. Professional shall coordinate shipment and delivery so that the Delivera-bles arrive at the Site on schedule and during Site receiving hours. Professional shall provide reasonable shipping notices to LCRA Authorized Party prior to shipment of the Deliverables.

Engineer Services Contract Page 12 of 44 Rev. 2017

TITLE AND RISK OF LOSS

13.A. Professional shall bear the expense and risk of loss or damage to its work in progress, completed work, materials, and equipment prior to Acceptance (as defined in Review and Acceptance

Article). Professional shall promptly replace or repair any loss or damage to its work at its own expense. In the event of Force Majeure (as defined in Force Majeure Article), the schedules shall be extended on a day for day basis. Professional shall bear the expense of storage space for its stored materials, whether on-site or off-site, and shall bear the risk of loss or damage to all such materials. Professional shall take precautions to protect its work from weather damage, burglary, pilferage, fire, theft, and similar hazards.

13.B. Professional shall bear the risk of loss or damage to its own equipment, tools, supplies and property and those of its subcontractors and suppliers, regardless of the cause of loss or damage, throughout the term of the Contract.

INSURANCE

14.A. Professional shall maintain or cause to be maintained, for the duration of this Contract and any applicable warranty period, the insurance required by this Article, together with any other type of insurance required by this Contract, with the following requirements:

14.A.1. Policies shall be issued by insurance companies rated A- VII or better, by Best’s In-surance Guide and Key Ratings (or, if Best’s Insurance Guide and Key Ratings is no longer published, an equivalent rating by another nationally recognized insurance rat-ing agency of similar standing) or other insurance companies of recognized responsi-bility satisfactory to LCRA, until all obligations of Professional pursuant to the Con-tract have been fully discharged, unless otherwise stated herein.

14.A.2. Professional shall obtain and maintain the insurance coverage specified below on an occurrence-basis, with the exception of Professional Liability insurance which may be on a claims-made basis. If Professional Liability insurance is provided on a claims-made form, then the coverage must continue for a minimum period of two (2) years beyond the expiration or termination of this Contract, and any retroactive date must coincide with or predate the Effective Date.

14.A.3. Professional shall require any subcontractors to have appropriate insurance coverage for work that subcontractors may do for Professional. Appropriate insurance may in-clude but not be limited to commercial general and auto liability insurance and work-ers’ compensation.

14.A.4. The coverage shall not be construed as establishing or limiting Professional’s lia-bility.

14.A.5. LCRA shall be listed as an “additional insured” on all policies that Professional ob-tains or relies upon to meet the requirements of this Contract other than the Workers’

Compensation and Professional Liability policies.

14.A.6. Professional agrees to add a waiver of subrogation endorsement in favor of LCRA, its directors, officers, employees, and agents if permitted by policy terms.

14.A.7. If Professional fails to meet the requirements of this Article, the LCRA Agent may suspend the Contract, withhold payments, or terminate the Contract for breach.

Engineer Services Contract Page 13 of 44 Rev. 2017

14.A.8. All policies shall provide by endorsement or otherwise that they may not be canceled, not renewed, or materially changed without thirty (30) days’ prior written notice sent to the LCRA Authorized Party.

14.A.9. The General Liability and Auto Liability policies will be endorsed to specify that they are primary to and not excess to or on a contributing basis with any insurance or self-insurance maintained by LCRA.

14.A.10. The General Liability and Auto Liability policies shall provide cross-liability coverage as would be afforded by the standard ISO separation of insureds provision, with no insured versus insured exclusions or limitations.

14.A.11. Professional shall be responsible for premiums, deductibles, and self-insured reten-tions, if any, stated in policies. The deductible portion of each type of coverage shall not exceed ten percent (10%) of the coverage limit.

14.B. Insurance Requirements

Type of Insurance Minimum Coverage

14.B.1. Workers’ Compensation

Coverage A statutory

Coverage B $1,000,000 employer’s liability

14.B.2. Commercial General Liability

Bodily Injury $1,000,000 per occurrence

Property Damage $1,000,000 per occurrence

General Aggregate $2,000,000

Such policy shall include the following coverages:

a. Products and/or completed operations (Professional shall continue this cover-age for two years after the completion of work);

b. Premises operations, personal, and advertising injury;

c. Property damage arising from blowout and cratering, explosion, collapse or underground damage; and

d. Sudden and accidental seepage, pollution and contamination coverage (or such pollution coverage shall be provided under a separate Contractors’ Pollu-tion Liability policy).

14.B.3. Automobile Liability (including owned, non-owned, hired or leased vehicles)

Bodily Injury $1,000,000 per occurrence

Property Damage $1,000,000 per occurrence

14.B.4. Professional Liability Insurance $1,000,000 per occurrence

14.B.5. Umbrella Insurance

The Professional shall obtain, pay for, and maintain umbrella liability insurance during the Contract term, insuring the Professional for an amount of not less than $2,000,000 that provides coverage at least as broad as and applies in excess and follows form of the primary liability coverages required above.

Engineer Services Contract Page 14 of 44 Rev. 2017

Individual Orders may require additional coverages, increased limits, or project specific insurance.

OWNERSHIP OF DELIVERABLES

15.A Intellectual property and rights to intellectual property owned by any Party on the date of any applicable Task Order shall remain the property of that Party.

15.B The Parties agree that all such Deliverables such as plans, drawings, designs, specifications, computer programs, or applications developed or utilized by Professional or its subcontractors which are developed and specified to be delivered under any Order and which are paid for by LCRA are the property of LCRA, but subject to Professional’s intellectual property rights. Professional grants to LCRA an irrevocable, non-exclusive, perpetual, fully paid up license to use, duplicate, and disclose such Deliverables, in whole or in part, for the purpose of constructing, completing, maintaining, operating, repairing, altering, or demolishing any building, structure, plant, equipment or system that may result from the performance of any Order. If an item produced by Professional or its subcontractor may be copyrighted or patented, such copyright or patent shall be subject to the rights of the LCRA granted under this Contract. Professional shall bind its subcontractors by its Contract with them in the same manner as it is bound to LCRA in order that any Deliverables prepared by its subcontractors are subject to the license stated above.

15.C The Parties agree that such Deliverables as photographs, studies, data, schedules, test readings, technical reports, calculations or other work products which are developed and specified to be delivered under any Order and which are paid for by LCRA are considered the sole property of LCRA. To the extent that Professional may have any intellectual property interest in such Deliverables; Professional irrevocably assigns and transfers all its right title and interest in such Deliverables to LCRA.

15.D LCRA recognizes that no deliverables will be suitable for reuse at any LCRA facility or in connection with any project other than that under which the deliverable was prepared.

Professional disclaims liability for any reuse of the deliverables on any other facility or project that is done without the explicit, written approval of the professional.

15.E The provisions of this Article shall control over any proprietary notices placed on any plans, drawings, designs, specifications, regardless of any approval by LCRA of those plans, drawings, designs, or specifications containing the proprietary notices.

WARRANTIES AND STANDARDS

16.A. Warranty of Title. Professional warrants the title to any Deliverables it delivers to LCRA incidental to the performance of the Services and that said Deliverables will be free and clear of all liens, mortgages, security interests or other encumbrances. Unless specifically stated in the Order and agreed to by LCRA, all materials, equipment or Deliverables sold and delivered pursuant to this Contract shall be new and shall not be reconditioned, remanufactured, used or previously used, sold or returned products. Professional shall transfer at no cost, all applicable warranties to the LCRA.

Engineer Services Contract Page 15 of 44 Rev. 2017

16.B. General Standard of Performance. Professional shall perform all Services in a professional manner consistent with the Contract Documents and with usual and customary industry stand-ards.

16.C. Specific Standards of Performance. Without limiting the generality of the foregoing, the following performance standards shall also apply to Professional with respect to each Order:

16.C.1. The Professional shall perform the Services in compliance with Ch. 1001 of the Texas

Occupations Code and any applicable Rules of the Texas Board of Professional Engi-neers;

16.C.2. The Professional shall perform the Services outlined in this Contract or any Statement of Work with the professional skill and care ordinarily provided by competent engi-neers or architects practicing in the same or similar locality and under the same or similar circumstances and professional license and as expeditiously as is prudent con-sidering the ordinary professional skill and care of a competent engineer or architect.

Tex. Gov’t Code 271.904(d);

16.C.3. The Services shall comply with generally accepted codes and standards in effect at the time the Services are performed and utilized by engineering and design Professionals in the United States performing work of the type required by the Order;

16.C.4. Professional is solely responsible for ensuring that all persons performing work under this Contract and related Orders meet the specific standards of performance aforemen-tioned.

16.D. For a period of 24 months following Acceptance of Services or the completion of any Project associated with the Order, whichever is later, Professional shall correct, without delay and at its sole expense, any Defect in Services or Deliverables. For the purposes of this Article, a

Defect may mean (i) any error or omission that causes a delay, disruption, or hindrance in the performance or the safety of any LCRA construction or retrofit project, or any other general project for which the Services or Deliverable is intended, or (ii) incomplete documentation, or

(iii) failure to conform to documentation standards, or (iv) Services or Deliverables do not conform to Contract or an associated Contract requirement, or v) Services that do not meet the performance standards contained in Articles 16(b) and (c), or (vi) Deliverable does not conform to Professionals own quality assurance and controls program or (vii) any non-compliance in a

Deliverable, that could be reasonably construed as a usual and customary standard for Profes-sional to perform Professionals obligations in this Contract. For any Defect, Professional shall indemnify and hold LCRA harmless in accordance with Article 18(a). Any correction, replace-ment or modification of the Services performed pursuant to the provisions of this paragraph shall be supplied on the same terms and conditions as provided for in this Contract and each applicable Order. In particular, a new correction period shall apply. Such new correction period shall expire twenty-four (24) months from the date of such replacement, or modification.

16.E. LCRA reserves the right to reject any Services that do not conform to the Standards of Perfor-mance stated in Article 16(b) and (c) or that are not in accordance with the Order regardless of the stage of completion, time or place of discovery and whether LCRA has accepted such Ser-vices.

16.F. Intellectual Property Warranty. Professional agrees that in performing this Contract it will not use or provide to LCRA any process, program, document, data, design, device or material

Engineer Services Contract Page 16 of 44 Rev. 2017 that infringes on, misappropriates, or otherwise violates any patent, copyright, trademark, trade secrets, or other proprietary right of any third party.

16.G. Business Standing Warranty. Professional warrants, represents and agrees that (i) if it is a corporation or limited liability company, then it is a corporation duly organized, validly exist-ing and in good standing under the laws of the State of Texas, or a foreign corporation or limited liability company duly authorized and in good standing to conduct business in the State of

Texas, that it has all necessary corporate power and has received all necessary corporate ap-provals to execute and deliver the Contract, and the individual executing the Contract on behalf of Professional has been duly authorized to act for and bind Professional; or (ii) if it is a part-nership, limited partnership or limited liability partnership, then it has all necessary partnership power and has secured all necessary approvals to execute and deliver this Contract and perform all its obligations hereunder; and the individual executing this Contract on behalf of Profes-sional has been duly authorized to act for and bind Professional.

16.H. Drawing and Deliverable Requirements. For all work performed under this contract, drawing and deliverable requirements will be those stated in the Exhibits.

PUBLIC INFORMATION

Professional, on its own behalf and on behalf of its affiliates and licensors, acknowledges that LCRA and

LCRA’s Affiliates are subject to certain statutory obligations regarding the retention, disclosure, and pub-lic availability of information in their possession, custody or control, including but not limited to the Texas

Local Government Records Act (ch. 201, Texas Local Government Code), the Texas Open Meetings Act

(ch.551, Texas Government Code), and the Texas Public Information Act, (ch, 552, Texas Government

Code). Nothing in this Agreement is intended to be construed to limit or prevent compliance with such obligations by LCRA or LCRA’s Affiliates. Any information submitted to the LCRA by a Professional shall be available to the public, unless it is clearly marked “CONFIDENTIAL” unless such information is required to be disclosed by applicable law. Pricing information contained in proposals or contracts and other “contracting information,” as defined in Texas Government Code chapter 552, is not considered confidential and will be disclosed without further notice making a request to the Texas Attorney General.

If any confidential information is to be exchanged among the Parties, the Parties shall execute a separate

Confidentiality Agreement.

GENERAL INDEMNITY

18.A. Professional shall indemnify and hold the LCRA Indemnitees harmless from all claims, damages, losses, fines, penalties, costs and expenses, including reasonable attorneys' fees

(hereafter, “Liabilities”), arising out of or resulting from this Contract, and either (1) caused, in whole or in part, by the act or omission of Professional, anyone directly or indi-rectly employed by it (including without limitation, Professional’s subcontractors or suppli-ers of any tier), or anyone for whose acts it may be liable, or (2) related to any payments due or owing between the Professional and its subcontractors or suppliers.

18.B. If the Parties are concurrently negligent, Professional’s liability shall be limited to that por-tion of negligence attributable to it as determined under the applicable proportionate respon-sibility rules of the State of Texas.

Engineer Services Contract Page 17 of 44 Rev. 2017

18.C. All indemnity provisions of this Contract shall be deemed independent covenants and shall survive completion or termination of the Contract or any claimed breach thereof.

INTELLECTUAL PROPERTY INDEMNITY

19.A. Professional shall, at its own expense, defend all claims, suits or proceedings instituted against the LCRA Indemnitees based upon any claim that the Services, or any part thereof, or the process performed thereby constitutes an infringement, misappropriation or other vi-olation of any patent or copyright of the United States or of any trademark or trade secret protected by either federal or state law. Professional shall pay all awards of damages as-sessed that result from any such claim, suit or proceeding and shall indemnify and save the

LCRA Indemnitees harmless against Liabilities resulting from any such claim, suit or pro-ceeding, including obedience to resulting decrees and to resulting compromises.

19.B. If, in any such claim, suit or proceeding, a restraining order or temporary injunction is granted, Professional shall make every effort to secure the suspension of any such restrain-ing order or temporary injunction. If, in any such claim, suit or proceeding, the Services or any part thereof or the process performed thereby is held to constitute an infringement and its use be permanently enjoined, Professional shall at once make every effort to secure for

LCRA a license at Professional’s expense authorizing the continued use of the alleged in-fringing portion of the Services. If Professional is unable to secure such license within a reasonable time, Professional shall, at its own expense and without impairing performance requirements, either provide non-infringing replacements or modify the Services to eliminate the infringement. In addition to indemnifying and saving the LCRA Indemnitees harmless, Professional shall reimburse LCRA for any costs incurred as a result of the unavailability of the infringing item or its non-infringing replacement.

19.C. All indemnity provisions of this Contract shall be deemed independent covenants and shall survive completion or termination of the Contract or any claimed breach thereof.

INDEMNITY PROCEDURES

Promptly after receipt by any entity entitled to indemnification of notice of the commencement or threat-ened commencement of any civil, administrative or investigative action or proceeding involving a claim for which the indemnitee seeks indemnification; it shall notify the indemnitor of such claim in writing.

No failure to so notify an indemnitor shall relieve the indemnitor of its obligations under this Contract except to the extent that the indemnitor can demonstrate damages attributable to such failure. Within fifteen (15) days following receipt of written notice from the indemnitee relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, the Indemnitor shall assume control of the defense and settlement of that claim.

LIMITATION OF LIABILITY

LCRA shall not be liable to Professional for any incidental, indirect, special, punitive or consequential damages regardless of whether liability would arise under contract or tort (including negligence and strict liability), warranty, indemnity, or otherwise. Professional must bring any cause of action arising under the Contract within two (2) years from the time the cause of action accrues.

Engineer Services Contract Page 18 of 44 Rev. 2017

FAILURE TO ACT

The failure of either Party at any one or more times to insist upon strict performance of the conditions and terms of this Contract shall not be construed as a waiver of the right to demand strict compliance.

REMEDIES

23.A. Professional shall be liable for any actual damages incurred by LCRA arising out of Profes-sional’s failure to perform on time.

23.B. LCRA shall have the right to any remedy at law or in equity including the remedies of a tem-porary and permanent injunction and specific performance. All remedies shall be cumulative.

In any action to enforce any portion of this Contract or related Order the prevailing party shall be entitled to its reasonable attorney’s fees and costs as authorized under Texas law. LCRA shall have the right to set off any amounts owed it by Professional and deduct those sums from amounts that LCRA may owe Professional.

23.C. LCRA may take Corrective Action (including hiring third parties to perform any portion of the work hereunder) when, in the judgment of LCRA, any Professional noncompliance threatens safety, unreasonably interferes with or delays the work of others, or otherwise creates a situa-tion the resolution of which cannot be delayed without adversely impacting safety, quality, cost, schedule, or the environment. LCRA may deduct the cost of such Corrective Action by others from any moneys due to Professional or require Professional to reimburse LCRA for such costs.

23.D. An LCRA representative is not authorized to execute, modify, terminate, enforce, waive com-pliance with or accept work performed under this contract and associated orders.

FORCE MAJEURE

24.A. The nonperformance or delayed performance by Professional or LCRA of any obligation under the Contract shall be excused if such nonperformance or delay is caused by an event beyond the control of the affected Party (“Force Majeure”), except to the extent that the affected Party knew of or should reasonably have been able to foresee such an event and failed to take measures to avoid the event. Items beyond the control of the Parties may include, if they meet the foregoing criteria: acts of war, acts of a public enemy, acts of domestic or foreign terrorism, natural disasters (including hurricanes, tornadoes and floods), epidemics or quarantine re-strictions, riot or sabotage, and acts of civil or military authority having jurisdiction. Routine weather shall not be considered a Force Majeure event unless so stated in an Order.

24.B. Upon occurrence of a Force Majeure event, the affected party shall notify the other party, in writing, of the reason for such delay, the estimated duration of the delay and the steps that can be taken to minimize the delay. Once a Force Majeure event occurs, the date for performance of the Services shall be extended for a period equal to the time lost by reason of the delay, provided Professional or LCRA has taken steps to proceed with the performance of the Contract and has made written notification of such delay and of any Corrective Action taken. Profes-sional shall not be entitled to any increase in compensation by reason of Force Majeure.

Engineer Services Contract Page 19 of 44 Rev. 2017

24.C. The following delays shall not be deemed Force Majeure or constitute excusable delays in performance by Professional. The following shall not constitute a reason for extending the date for performance of the Services:

24.C.1. Delays in approval of documentation because of inadequate performance or unrealistic approval schedules;

24.C.2. Delays caused by Professional’s lack of sufficient personnel with the necessary skills;

or

24.C.3. Delays caused by Services in hazardous environments to the extent such hazardous environments are identified in the applicable SOW.

TERMINATION FOR CONVENIENCE

25.A. LCRA shall have the right to terminate this Contract or any Order placed under it for its con-venience at any time. After receipt of a notice of termination, the Professional shall immedi-ately proceed with the following obligations, even if the parties are determining or adjusting any amounts due at that point in the Contract:

25.A.1. Stop all ongoing Services;

25.A.2. Place no further Orders for work under this Contract;

25.A.3. Terminate all subcontracts applicable to this Contract; and

25.A.4. Take any action that is necessary to protect and preserve all property related to this

Contract or terminated Order that is in the possession of the Professional.

25.B. Upon termination for convenience, Professional will comply with instructions in the notice of termination regarding delivery to LCRA of all Deliverables in progress and all completed De-liverables.

25.C. In the event of a termination under this Article, LCRA shall pay for portions of Services com-pleted and accepted by LCRA and materials purchased. LCRA shall not be liable in connection with any termination under this Article for indirect, special, incidental, consequential or puni-tive damages, including without limitation loss of anticipated future Services, anticipated prof-its, administrative costs or overhead on anticipated Services. Final payment shall be made upon the Parties' agreement of the amount of the final invoice and the LCRA Authorized Party's

Acceptance of the Services.

TERMINATION FOR CAUSE

26.A. The occurrence of any one or more of the following events will constitute an event of default:

26.A.1. Professional’s persistent failure to perform the Services in accordance with the Con-tract (including, but not limited to, failure to supply sufficiently skilled workers, suit-able materials or equipment, or to adhere to project schedules as adjusted from time to time by the Parties);

26.A.2. Professional’s disregard of applicable laws or regulations;

26.A.3. Professional’s violation in any material way of any provisions of the Contract;

26.A.4. Failure of Professional to pay subcontractors and/or material suppliers;

26.A.5. Professional’s violation of the Ethics Requirements contained herein; or

Engineer Services Contract Page 20 of 44 Rev. 2017

26.A.6. LCRA designates a Key Person and Professional reassigns that Key Person to another project without the consent of LCRA.

26.B. If one or more of the events identified above occur, the LCRA may, at its sole discretion, choose to either terminate this Contract immediately upon written notification to the Professional, or provide a Corrective Action request to Professional.

26.C. If Professional fails to initiate such Corrective Action or submit an acceptable plan within the timeframe required for a response to a Corrective Action request, or fails to follow through on completion of the plan, LCRA may take any or all of the following actions without affecting the Contract price or schedule:

26.C.1. LCRA Authorized Party may direct Professional to cease performance on all or…