LONG TERM INDEFINITE DELIVERY AND INDEFINITE QUANTITY AGREEMENT

BETWEEN

THE LOWER COLORADO RIVER AUTHORITY

AND

TABLE OF CONTENTS

ARTICLE 1. DEFINITIONSARTICLE 2. TERMINOLOGY AND INTERPRETATION ARTICLE 3. CONTRACT DOCUMENTS: INTENT, REUSE....................................................................ARTICLE 4. MODIFICATION OF CONTRACT DOCUMENTS.ARTICLE 5. PRELIMINARY MATTERS.ARTICLE 6. PROJECT SCHEDULE FOR PERFORMANCE OF WORKARTICLE 7. AVAILABILITY OF LANDSARTICLE 8. BONDSARTICLE 9. INSURANCEARTICLE 10. CONTRACTOR’S RESPONSIBILITIESARTICLE 11. GENERAL SAFETY AND SITE OPERATIONS REQUIREMENTSARTICLE 12. ENVIRONMENTALARTICLE 13. CONTRACTOR’S GENERAL WARRANTY AND GUARANTEEARTICLE 14. INDEMNIFICATIONARTICLE 15. OTHER WORKARTICLE 16. LCRA’S RESPONSIBILITIESARTICLE 17. LCRA REPRESENTATIVES’ STATUS DURING CONSTRUCTIONARTICLE 18. CLAIMSARTICLE 19. FIXED PRICE WORK; TIME AND MATERIALS WORKARTICLE 20. TESTS AND INSPECTIONS; CORRECTION, REMOVAL AND ACCEPTANCE OF NON-

CONFORMING WORKARTICLE 21. PAYMENTS ARTICLE 22. COMPLETIONARTICLE 23. SUSPENSION OF WORK AND TERMINATIONARTICLE 24. ALTERNATIVE DISPUTE RESOLUTIONARTICLE 25. MISCELLANEOUSARTICLE 26. SUPPLIER DIVERSITYARTICLE 27. EXCLUSIVITYARTICLE 28. TERMARTICLE 29.

LIST OF EXHIBITSExhibit A – General Specifications for Construction of Transmission LinesExhibit B – Form of Change OrderExhibit C – Form of Change Order RequestExhibit D – Time and Equipment RatesExhibit E – Sample Order Exhibit F – Open Book ProcessExhibit G – Statutory Payment BondExhibit H – Statutory Performance BondExhibit I – Payment Application FormExhibit J – Project Cost SummaryExhibit K – Pricing Request Form

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GENERAL CONDITIONS FOR TRANSMISSION LINE CONSTRUCTION

This is a long-term indefinite delivery and indefinite quantity agreement (“Contract”) between the Lower Colorado River Authority (“LCRA”), a conservation and reclamation district of the State of Texas, and _________________________________________, collectively referred to as the “Parties” or individually as a “Party” for the construction and procurement of services, equipment and materials as described in this Contract, for and in consideration of the payment terms and performance obligations described herein. The Parties hereby intend and agree that these General Conditions shall govern all Work issued under the Contract as of the Effective Date of the Contract.

ARTICLE 1 - DEFINITIONS.

Wherever used in the Contract Documents and printed with initial or all capital letters, the terms listed below will have the meanings indicated which are applicable to both the singular and plural thereof.

a) Alternative Dispute Resolution – The process by which a disputed Claim may be settled if LCRA and Contractor cannot reach an agreement between themselves, as an alternative to litigation.

b) Amendment – A written statement modifying the General Conditions, signed by the LCRA Agent and Contractor on or after the Effective Date of the Contract.

c) Asbestos – Asbestiform varieties of: (i) chrysotile; (ii) crocidoite; (iii) amosite; (iv) anthophyllite; (v) tremolite; or (vi) actinolite. 15 U.S.C. § 2642(3).

d) Asbestos-containing material – Any material which contains more than 1 percent asbestos by weight. 15 U.S.C. § 2642(3).

e) Project Cost Summary – Document provided by Contractor with the Contract Cost relevant to a Project that is provided in response to a Pricing Request. The form of the Project Cost Summary is set out in Exhibit J, but in no way shall the listing of a category or line item in Exhibit J authorize, assume or entitle the Contractor to any type of cost. The Project Cost Summary provided by the Contractor shall include estimated costs for each item expected for the Project without any mark up or contingency included in any cost listed thereon. Any expected fuel price changes shall be estimated and delineated clearly. Average rain day meteorology data for each month of a Project within the geographic boundaries of the Project shall be used to calculate expected rain day delay costs, which shall be limited to two hours per man per day.

f) Bonds – Performance and payment bonds and other instruments of security.

g) Business Day – Any Day of a week consisting of Monday, Tuesday, Wednesday, Thursday or Friday except for LCRA recognized or mutually agreed upon holidays.

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h) Calendar Day – Any Day of the week; no days being excepted.

i) Change Order – A document in substantial conformity with Exhibit C executed by the LCRA Agent and an authorized representative of the Contractor that (i) authorizes an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times of a Project, and (ii) is issued on or after the Effective Date of the Contract.

j) Change Request – A request conforming substantially to Exhibit C by either LCRA or Contractor to make an addition, deletion, or revision in the Work or an adjustment in the Contract Price or the Contract Times of a Project.

k) Claim –a demand or assertion by one of the parties seeking an adjustment or interpretation of the terms of any Contract Document, an increase or decrease in the Contract Price, an extension of the completion date(s), any other payment of money, damages or costs or an extension of time or other relief with respect to the terms of this Agreement or the Work performed on any Project. The term “Claim” also includes all other disputes and matters in question between the LCRA and Contractor arising out of or relating to this Agreement or any Project. All claims must be made by written notice. The responsibility to substantiate claims shall rest solely with the Party making the claim

l) Contract – The entire Contract between LCRA and Contractor concerning the Work, comprising all of the Contract Documents applicable to a Project.

m) Contract Cost – The agreed upon cost of a Project that will include only real substantiated out-of-pocket direct and indirect costs assigned and allocated solely to Work for LCRA on the Project. Contract Costs shall not include: any mark-up on any cost; any profit or contingency; any taxes that Contractor will owe to any local, state or federal entity; or any general and administrative costs.

n) Contract Documents – The Contract Documents establish the rights and obligations of the Parties and are identified in Section 3.1. Reports and drawings of subsurface and physical conditions provided by LCRA or referenced in Contract Documents are not Contract Documents.

o) Contract Price – The moneys payable by LCRA to Contractor under an Order for completion of the Work for a Project in accordance with the Contract Documents as stated in an Order. The Contract Price shall equal Contract Cost/.__ (this accounts for _% Margin to cover General and Administrative Costs and _% Gross Operating Margin).

p) Contract Time – The number of days or the dates stated in the Order to achieve Substantial Completion for a Project.

q) Contractor – The individual or entity with whom LCRA has entered into this Contract.

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r) Contractor’s Agent – The person designated by Contractor who shall have primary responsibility for overall progress of the Contract including administration and management of the overall Contract and related contractual matters.

s) Contractor’s Superintendent – The person representing the Contractor who shall have overall supervision and responsibility for all ongoing Projects.

t) Contractor’s Site Manager – The person representing the Contractor who shall supervise and direct the construction of a particular Project.

u) Contractor’s Response – Documents delineated in Article 5 that Contractor prepares in response to a Pricing Request, information from which may be later included in a Change Order.

v) Day – A calendar day of twenty-four (24) hours measured from midnight to the next midnight.

w) Defects – Work that is unsatisfactory, faulty, or deficient in that it does not conform to the Contract Documents or does not meet the requirements of any inspection, reference standard, test, or approval referred to in the Contract Documents, or has been damaged prior to LCRA Project Managers’ recommendation of final payment (unless responsibility for the protection thereof has been assumed by LCRA at Substantial Completion under Article 22).

x) Diverse Business Target – Target for Diverse Business participation in Contractor’s performance of this Contract in utilizing Subcontractors, Suppliers, professionals, practitioners and consultants as defined in Article 26.

y) Drawings – That part of the Contract Documents prepared by LCRA Engineer of Record that graphically shows the scope, extent, and character of the Work to be furnished and performed by Contractor. Drawings may include, without limitation, plans, profiles, elevations, sections, details, sag charts, schedules and diagrams.

z) Effective Date of the Contract – (add date prior to execution).

aa) Emergency – An event, condition or circumstance that arises unexpectedly and causes imminent peril to the public or employee safety or health, the Work, property (real, personal or mixed) at the Site or adjacent thereto, or that otherwise threatens significant financial, operational or property loss to LCRA or Contractor.

bb) Field Order – An order issued by LCRA Construction Manager, which requires minor changes in the Work but does not involve a change in these Terms and Conditions, the Contract Price, the Contract Times or any other provision of the Order.

cc) Final Completion – The point in time when LCRA determines that all Work has been completed, including without limitation, removal of all tools, appliances,

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construction equipment and machinery, and surplus materials from the Site, and the delivery of all as-built drawings, operations and maintenance manuals, warranties and all other Documents required by the Contract Documents.

dd) Fixed Price – Type of pricing by which the Contract Price is set at a fixed fee pursuant to negotiation by the Parties under Article 3 below, subject to the Terms and Conditions of this Contract.

ee) General and Administrative Costs – General and Administrative Costs are the total of overhead and all general and administrative costs associated with a Project.

ff) Gross Operating Margin – Gross Operating Margin includes the General and Administrative Costs and the sole and only profit allowed per Project.

gg) Hazardous Environmental Condition – The presence at the Site of Asbestos, PCBs, Petroleum, Solid Waste, Hazardous Waste, a Hazardous Substance or Radioactive Material in such quantities or circumstances that may present a substantial danger to persons or property exposed thereto in connection with the Work.

hh) Hazardous Substance – Any substance designated pursuant to the Tex. Solid Waste Disposal Act, Tex. Health & Safety Code § 361.003(11) as amended.

ii) Hazardous Waste – The term Hazardous Waste shall have the meaning provided in Tex. Solid Waste Disposal Act, Tex. Health & Safety Code § 361.003(12) as amended.

jj) Laws and Regulations; Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction.

kk) LCRA – Lower Colorado River Authority, a conservation and reclamation district of the State of Texas pursuant to Article XVI, Section 59, of the Texas Constitution.

ll) LCRA Agent – The sole designated representative of LCRA or any successor appointed by LCRA in writing as the agent who shall have primary responsibility for overall execution, modification and management of the Contract. Only the LCRA Agent may execute a Change Order, Written Amendment or Order; send and receive notices; and/or enforce contract remedies for LCRA.

mm) LCRA Construction Manager – LCRA’s field representative during Project construction. This may be the construction manager, field construction coordinator or other named site representative for the construction duration as specified in the Statement of Work.

nn) LCRA Delay - An LCRA delay consists solely of:

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a. LCRA's or its separate contractor’s unexcused failure to perform its obligations under this Contract by the time specified,

b. a suspension of the Work for convenience as directed by LCRA,c. a Change In Applicable Law,d. the discovery of an Undisclosed Hazardous Environmental Condition at

the Site;e. the discovery of undisclosed Underground Facilities.

oo) LCRA Engineer of Record – LCRA Engineer of Record for a particular Project as specified in the Statement of Work.

pp) LCRA Project Manager – LCRA Project Manager for a particular Project as specified in the Statement of Work.

qq) Liens – Charges, security interests, or other encumbrances upon Project funds, real property, or personal property.

rr) Nonhazardous Waste – The term Nonhazardous Waste shall have the meaning provided in Tex. Solid Waste Disposal Act, Tex. Health & Safety Code Chapter 361 as amended and includes Class 1, 2 and 3 Nonhazardous Waste.

ss) Notice of Emergency – When, in LCRA’s determination, there is an Emergency need for transmission line construction services, LCRA will provide a notice to Contractor that shall provide as much information, outage constraints, known working restrictions and material lists as possible.

tt) Open Book Process – Process through which Contract Cost is delineated pursuant to Exhibit F.

uu) Order – A written instrument executed by the LCR Agent and the Contractor’s Agent by which the Parties agree to the performance of a Statement of Work subject to these General Conditions and the pricing established in this Contract A sample Order is attached as Exhibit E.

vv) LCRA’s Representative – Any person or persons, identified by LCRA in the Statement of Work or any successor appointed by LCRA in writing that is designated as the representative of LCRA for a particular Project or portion thereof. (For example: Site Manager Environmental Representative; Safety Representative, etc).

ww) Partial Utilization – Use by LCRA of a substantially completed part of the Work for the purpose for which it is intended prior to Substantial Completion of the entire Work.

xx) Payment Application or Application for Payment – The document acceptable to LCRA which is to be used by Contractor during the course of the Work in requesting progress or final payments that is to be accompanied by such supporting

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documentation as is required by the Contract Documents. A sample Application for Payment is attached at Exhibit G.

yy) PCBs – Polychlorinated biphenyls, as defined 40 C.F.R. § 76.13 as amended.

zz) Petroleum – A crude oil or any refined or unrefined fraction or derivative of crude oil which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with Nonhazardous Waste.

aaa) Pricing Request – Request issued by LCRA that contains all pertinent information regarding a potential project that is currently known by LCRA including all known project information that may include: outage constraints, known working restrictions, drawings, material lists, and technical specifications and seeks to obtain pricing for the proposed project. (A sample pricing form included in the Pricing Request is attached as Exhibit A.)

bbb) Project – The total Work, including construction, services and/or materials, to be performed or provided under an Order issued pursuant to this Contract.

ccc) Project Schedule – The construction schedule and all updates thereto required to be submitted under Article 6.

ddd) Proposal – The offer submitted by Contractor on the prescribed form setting forth the prices for the Work to be performed, which will include a completed Pricing Request form.

eee) Radioactive Material – Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time.

fff) Retainage – Percentage of a payment withheld until Final Completion of each Order as provided in its Statement of Work.

ggg) Site – Lands or areas indicated in the Contract Documents as being furnished by LCRA upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by LCRA which are designated for the use of Contractor.

hhh) Site Management – Those duties, responsibilities, and actions of LCRA Construction Manager as indicated or specified in the Contract Documents as pertaining to LCRA’s on site management of the Site, the Project, the Work under the Project and all construction and all Project management related matters.

iii) Solid Waste – The term Solid Waste shall have the meaning provided in Tex. Solid Waste Disposal Act, Tex. Health & Safety Code Chapter 361 as amended.

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jjj) Specifications – That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto.

kkk) Statement of Work or SOW – The complete description of the Work to be performed by Contractor under an Order for a particular Project, along with any Drawings, Specifications, sketches, performance standards, pricing, schedules and Exhibits against which the Supplier’s performance of the SOW will be measured.

lll) Subcontractor – An individual or entity having a direct relationship with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site.

mmm) Substantial Completion – The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of LCRA, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof.

nnn) Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or other Contractor having a direct contract or agreement with Contractor or any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or any Subcontractor.

ooo) Time, Equipment and Material – Type of pricing for Work as defined in Sections 5.3 and 5.4.

ppp) Time, Equipment and Material Rates – Time, Equipment and Material Rates agreed upon by LCRA and Contractor, which are delineated in Exhibit D. Such rates shall be adjusted from time to time as agreed upon by the Executive Committee. Such rates are to be used for Projects based on Time, Equipment and Material.

qqq) General Conditions – These terms and conditions, which are part of the Contract Document.

rrr) Underground Facilities – All underground site conditions, including pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any encasements containing such facilities, including those that convey electricity, gases, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems.

sss) Undisclosed Hazardous Environmental Condition - A Hazardous Environmental Condition at the Site of a Project prior to mobilization by Contractor that has not been disclosed or cannot be reasonably inferred from contents of the Order

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applicable to the Project. Undisclosed Hazardous Material shall not include any Hazardous Material generated or released as a result of any Defect, any breach of warranty, or any act or omission or willful misconduct of Contractor or any of its Subcontractors.

ttt) Unit Prices – Delineation of the units of cost of Work for Fixed Price Projects. Such prices shall be used for payment requests that Contractor will submit for Fixed Price Projects. LCRA and Contractor will agree upon the Fixed Price and also upon Unit Prices to be assigned for payment purposes. This term does not include rates established for time and material work.

uuu) Work – The entire completed construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents.

vvv) Working Day – Any day of the week, not including Saturdays, Sundays or an LCRA recognized, or mutually agreed upon holiday, for a continuous period of not less than seven (7) hours between 7:00 a.m. and 6:00 p.m.

www) Written Notice – Notice given in the form of signed letter, fax or email, or hand-written note.

ARTICLE 2 - TERMINOLOGY AND INTERPRETATION.

2.1 Intent of Certain Terms or Adjectives. Whenever in the Contract Documents the terms “as allowed,” “as approved,” or the adjectives “reasonable,” “suitable,” “acceptable,” “proper,” “satisfactory,” or words of like import are used to describe an action or determination of LCRA as to the Work, it is intended that such action or determination will be solely to evaluate, in general, the completed Work for compliance with the requirements of the Contract Documents and conformance with the design concept of the completed Project as a functioning whole, as shown or indicated in the Contract Documents (unless there is an explicit statement indicating otherwise).

2.2 Furnish, Install, Perform, Provide. The word “furnish,” when used in connection with services, materials, or equipment, shall mean to supply and deliver said services, materials, or equipment to the Site (or some other specified location) ready for use or installation and in usable or operable condition.

a. The word “install,” when used in connection with services, materials, or equipment, shall mean to put into use or place in final position said services, materials, or equipment complete and ready for intended use.

b. The words “perform” or “provide,” when used in connection with services, materials, or equipment, shall mean to furnish and install said services, materials, or equipment complete and ready for intended use.

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c. When “furnish,” “install,” “perform,” or “provide” is not used in connection with services, materials, or equipment in a context clearly requiring an obligation of Contractor, “provide” is implied.

2.3 Knowledge. The terms “knowledge,” “recognize,” and “discuss,” and their respective derivatives, and similar terms in the Contract Documents, used in reference to the Contractor shall be interpreted to mean that which the Contractor knows (or should know), recognizes (or should recognize), and discovers (or should discover) in using the care, skill and diligence required by the Contract Documents and as would be used by a reasonably prudent Contractor. The term “reasonably inferable” and similar terms shall be interpreted to mean reasonably inferable by a Contractor familiar with the Project, and exercising the care, skill and diligence as would be exercised by a reasonably prudent Contractor and as required by the Contract Documents.

2.4 General. Unless stated otherwise in the Contract Documents, words or phrases which have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with such recognized meaning.

2.5 Include. Include and including refer to inclusion without limitation.

ARTICLE 3 - CONTRACT   DOCUMENTS: INTENT, REUSE .

3.1 Identification of Contract Documents. The Contract Documents are complementary; what is called for by one is as binding as if called for by all. The following order of precedence shall govern (top item receiving priority of interpretation):

a. Written Amendments to these General Conditions;b. These General Conditions including their Exhibits;c. Change Orders;d. Each Order, including its Statement of Work, Exhibits, Specifications and

Drawingse. Other documents expressly identified as Contract Documents

3.2 Intent. It is the intent of the Contract Documents to describe a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any labor, documentation, services, materials, or equipment required to produce the intended result will be provided at no additional cost to LCRA if it may reasonably be inferred from the Contract Documents, or from prevailing custom or trade usage, even if not specifically called for. However; for the avoidance of doubt, if there is an inconsistency between or ambiguity about requirements to comply with Applicable Laws and other provisions of these General Conditions or other Contract Documents, Contractor shall comply with all Applicable Laws.

3.3 Standards, Specifications, Codes, Laws and Regulations. Reference to standards, specifications, manuals, or codes of any technical society, organization, or association, or to Laws or Regulations, whether explicit or implicit, shall mean the standard, specification, manual, code, or Laws or Regulations in effect at the time of opening of Proposals for a Project except as may be otherwise specifically stated in the Contract Documents. No provision of

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any such standard, specification, manual or code, or any instruction of a Supplier shall be effective to change the duties or responsibilities of LCRA, Contractor, or any of their Subcontractors, consultants, agents, or employees from those set forth in the Contract Documents, nor shall any such provision or instruction be effective to assign to LCRA, its employees any duty or authority to supervise or direct the performance of the Work or any duty or authority to undertake responsibility inconsistent with the provisions of the Contract Documents.

3.4 Reporting and Resolving Ambiguities and Discrepancies. If, during the performance of the Work, Contractor discovers any conflict, error, ambiguity, or discrepancy within the Contract Documents or between the Contract Documents and any provision of any Law or Regulation applicable to the performance of the Work or of any standard, specification, manual or code, or of any instruction of any Supplier, Contractor shall at once report it in writing to LCRA’s Representatives and shall obtain written instructions from LCRA before proceeding with the Work affected thereby. Upon receiving written instructions from LCRA, Contractor shall proceed as instructed.

3.5 Reuse of Documents. No Contractor, Subcontractor, Supplier or other individual or entity performing or furnishing any of the Work directly or indirectly to LCRA: (i) shall have or acquire any title to or ownership rights in any of the Drawings, Specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of LCRA Engineer of Record, including electronic media editions; none of them shall reuse any of such Drawings, Specifications, other documents, or copies thereof on extensions of the Project or any other project without written consent of LCRA and specific written verification or adaptation by LCRA Engineer of Record. This prohibition will survive final payment, completion, and acceptance of the Work, or termination or completion of the Contract. Nothing herein shall preclude Contractor from retaining one copy of the Contract Documents for record purposes.

ARTICLE 4 - MODIFICATION OF CONTRACT DOCUMENTS.

4.1 Amendments to the General Conditions. The General Conditions may only be modified by a written Amendment signed by an authorized representative of the Contractor and the LCRA Agent. If, following the execution of any Amendment to the Contract, the requirements placed upon the Contractor are adjusted in a material way that has a demonstrable cost or schedule impact on the Contractor’s ability to perform the Work, a Change Order shall be agreed to between both Parties.

4.2 Changes to the Work. Changes to the Work that alter any Milestone, the Required Substantial or Final Completion Dates, alter the Specifications and Drawings, any Exhibit to an Order or increase or decrease the Contract Price of an Order must be modified by a written Change Order, executed by Contractor’s authorized representative and the LCRA Agent.

4.3 Required Contents of Change Orders. Change Orders must state with particularity, as applicable:

a. the specific change in the Work;b. the amount of any adjustment in the Contract Price;

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c. any adjustment in the Substantial Completion Date, or the Final Completion Date.

The Change Order must be substantially in compliance with the form attached as Exhibit B.

4.4 LCRA Requested Changes. LCRA may at any time request in writing a change in the Work. Contractor shall, at no cost to LCRA, reasonably review and consider such requested change or instruction and shall make a written response thereto within seven (7) Days after receiving such request or instruction, detailing the full and complete cost and schedule impacts of the requested change. This seven (7) Day “review period” may be altered at the written request of the Contractor, but only in writing signed by the LCRA Agent, whose signature shall not be unreasonably refused.

4.5 Contents of Contractor’s Response. If Contractor believes that giving effect to any change in the Work requested by LCRA will increase or decrease its cost of performing the Work, shorten or lengthen the time needed for completion of the Work, or require modification of any other provisions of this Contract, its response to the proposed change shall include a Request for a Change Order. Such Request for a Change Order shall only be considered if the requirements of Section 4.7(a) are met. Contractor shall use all reasonable efforts to minimize, or if possible, eliminate any effect adverse to LCRA of any requested Change, including any increase in cost or any adverse effect on scheduling or other provisions of this Contract. Contractor’s response shall include a description of all such mitigation efforts of Contractor.

4.6 Contractor’s Failure to Respond. In the event that Contractor fails to respond to LCRA’s written request for a Change with all impacts to cost, schedule, warranty obligations or other provisions hereof resulting from the requested Change within the review period established in Section 4.4, Contractor shall be deemed to have accepted the requested Change as specified by LCRA, including any amendments to the Contract Documents specified in the request, if any, unconditionally. In such event, Contractor shall not be entitled to additional consideration, reimbursement of costs, extension of time or other amendments to the Contract Documents. In that event, such requested Change shall be deemed to be a Change Order binding upon Contractor, and Contractor shall have waived, discharged and released any claims or offsets against LCRA as a result of such Change Order.

4.7 Contractor Requested Changes. Contractor’s Requests for a Change Order must be submitted in a writing that conforms in form and substance to Exhibit C. Contractor shall be entitled to a Change Order only as specified in this Article.

a. Pre-requisites to a Contractor Requested Change Order. To be entitled to a Change Order under this Article, Contractor must show that a Force Majeure Event or an LCRA Delay has occurred that will:

i. result in a demonstrable and material adverse effect on the Critical Path of the Work that will cause Contractor not to meet the Required Substantial Completion Date or the Required Final Completion Date; or

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ii. cause a demonstrable, material and measurable cost increase to Contract.

b. Requests Relating to the time of Performance. A Request for Change Order shall set forth the changes (including any Amendments to this Contract) that Contractor deems necessary as a result of the requested change and its justification therefor, together with all reasonable supporting documentation. Contractor’s Request for Change Order shall include an analysis demonstrating (i) the time impact, if any, of the proposed Change on the Critical Path items yet to be completed and (ii) how Contractor proposes to incorporate the time impact into the schedule without the need for any extension of time. If the Project Schedule and/or other timing requirements may be maintained or adjustments thereof minimized only by increasing the Contract Price, Contractor shall, in its response, set forth possible trade-offs among or between cost and schedule so that LCRA may make an informed decision regarding whether to issue a Change Order.

c. Requests Relating to the Contract Price. A Contractor’s Request for a Change Order must include an itemized description any proposed change in the Work and the Contract Price, whether as a result of an increase in cost or cost savings. For any net increase in the Contract Price, Contractor will, as specified by LCRA, either propose an all-inclusive, lump sum, fixed-price Change Order, or a Change Order priced on the basis of the fully loaded hourly rates for labor, sampling, testing, disposal, equipment and materials contained on Exhibit D.

4.8 Notice of Events affecting Time or Cost. The Contractor shall give the LCRA written notice of any condition, event, circumstance or occurrence that the Contractor believes will affect the performance of the Work or require any increase in the Contract Price or extension of the Contract Time (including all matters falling within Section 4.7(a)) within seven (7) Days after the Contractor is first able, through the exercise of reasonable diligence, to recognize the condition giving rise to the Notice. The Contractor acknowledges that the failure to notify the LCRA of any such event, circumstance or occurrence within the time required by this paragraph will prejudice the LCRA’s ability to respond to such condition, event, circumstance or occurrence and mitigate the cost and schedule impacts resulting from such event, circumstance or occurrence. If the Contractor performs any activity affected by any such event, circumstance or occurrence without first giving prior written notice to and obtaining the instructions of the LCRA with respect to such activity, the Contractor shall be liable for any attributable costs incurred by the LCRA as a result of the Contractor’s failure to have given such notice, and shall not be entitled to any extension of the Required Substantial Completion Date or the Required Final Completion Date on account thereof.

4.9 Notification to Surety. If notice of any change affecting the in the Work or the provisions of the Contract Documents (including, but not limited to, Contract Price or Contract Times) is required by the provisions of any Bond to be given to a surety, the giving of any such notice will be Contractor’s sole responsibility. The value of each applicable Bond will be adjusted to reflect the effect of any such change.

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ARTICLE 5 - PRELIMINARY MATTERS.

5.1 Starting the Work. LCRA shall authorize Contractor to perform Work in connection with each Project through the issuance of an Order for each Project. A sample Order is attached as Exhibit E. Projects may involve a specific construction project, emergency repair projects, services, and/or procurement of equipment and/or materials. Contractor shall start to perform the Work on the date set in the Order. No Work shall be done at the Site prior to the date set in the Order. LCRA maintains the right to contract with a competitor to solicit services for any transmission line or other Work under this Contract if the Contractor’s submittal pricing is determined to be unacceptable at any time. LCRA may in its sole discretion request a Project be done by Fixed Price or on a Time, Equipment and Material basis. The process for each type of Work is delineated below.

5.2 Fixed Priced Work. All Projects entered into on a Fixed Price basis shall be limited to the Contract Price fixed in the Order unless modified by a mutually agreeable Change Order.

a. Price Determination. The Contract Price for Fixed Price Work shall be determined in the following manner:

i. Pricing Requests. LCRA shall issue Contractor a Pricing Request for any potential projects that LCRA would like to consider awarding to Contractor on a Fixed Price basis. Drawings shall be issued with the Pricing Request.

ii. Contractor Response. Upon receipt of a Pricing Request, Contractor shall delineate and share with LCRA all estimated Contract Costs associated with the Work requested in the Pricing Request for all mobilization, Work and clean-up. Such cost delineation shall be shared with LCRA in the form of a Project Cost Summary. Contractor shall provide notice that it is available to perform the Work delineated in the Pricing Request under the schedule specified therein and shall provide a time to meet with LCRA to discuss the Project Cost Summary and all costs expected for the proposed project within two (2) Business Days of receipt of the Pricing Request. Contractor then shall submit all relevant information such as pricing estimation (which will include the Project Cost Summary , the estimated Unit Prices, estimated quantity of units and estimated bonding costs as separate line items), construction schedule, Work capabilities, monthly cash flow expectation (“Cash Flow”) within ten (10) Business Days after receipt of the Pricing Request. The Parties will meet in good faith to discuss the proposed costs and proposed unit costs. The Parties agree that this should be an open book process (see Exhibit M) whereby all relevant cost information will be fully and truthfully conveyed. The Parties will mutually agree on a Fixed Price that shall cover the agreed upon Contract Cost and allow a nine percent (_%) Gross Operating Margin on the Contract Cost and a seven percent (_%) margin for all indirect, general and administrative costs. (Contract Price=Contract Cost/._) Within two (2) Business Days upon mutual agreement of the Fixed Price, Contractor shall submit a Proposal with the final Unit Prices attached.

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iii. Project Initiation. Within five (5) Business Days after the Parties establish the Contract Price, LCRA shall provide an Order. The Order shall be executed and returned by Contractor to LCRA within three (3) Business Days, which shall constitute Contractor’s binding commitment to complete the Project.

5.3 Procurement on a Time, Equipment and Material Basis. Except as stated in Section 5.4, below, Work to be performed on a time, equipment and material basis shall be authorized solely in accordance with the following requirements:

a. Pricing Requests. LCRA shall issue Contractor a Pricing Request for any potential Work or procurement of equipment, materials, and services that LCRA would like to consider purchasing from Contractor under a Time, Equipment and Material basis. LCRA will request that Time, Equipment and Material Rates be used for the proposed project in the Pricing Request form. LCRA also shall provide the specifications to be used for the proposed project. No substitution of materials may be made unless Contractor has received written permission from LCRA Engineer of Record and the LCRA Project Manager.

b. Contractor Response. Contractor shall provide notice that it is available to provide the equipment, material, and/or services delineated in the Pricing Request in accordance with the Time, Equipment and Material Rates in Exhibit D and under the schedule specified therein within two (2) Business Days of receipt of the Pricing Request. Contractor then shall submit all relevant information such as pricing (which will include material prices, estimated services costs and estimated bonding costs as separate line items), schedule, Work capabilities, and monthly cash flow expectation (“Cash Flow”) within ten (10) Business Days after receipt of the Pricing Request. LCRA will verify the proposed prices by comparison to other information that LCRA in its sole discretion deems to be relevant, with the expectation that the Parties will agree to a Not to Exceed Price. The rates Identified in Exhibit D are include all payroll, taxes, insurance, overhead and profit.

c. Project Initiation. Within five (5) Business Days of establishing a Not To Exceed Price, LCRA shall provide an Order. The Order shall be executed and returned by Contractor within three (3) Business Days, which shall constitute Contractor’s binding commitment to complete the Project.

5.4 Projects Requested on a Time, Equipment and Material Basis – Emergency Response. In an Emergency, Work to be performed on a time, equipment and material basis shall be authorized solely in accordance with the following requirements

a. Notice of Emergency. When LCRA determines, in its sole discretion, that there is an emergency need for transmission line construction services, repair or other services that would not allow for completion of full design with full estimates of Unit Prices or number of units, LCRA may issue Contractor a Notice of Emergency. If LCRA determines in its sole discretion that the timeline delineated

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below needs to be expedited, LCRA will notify Contractor and Contractor will work in good faith to meet the needs of the emergency.

b. Contractor Response. Contractor’s Agent shall respond immediately to call-out at any time of any day or night when LCRA deems that circumstances warrant the presence on Project Site of Contractor to protect the Work or adjacent property from damage, restriction or limitation or to take such action or measures pertaining to the Work as may be necessary to provide the safety of the public. Should Contractor and/or its agent fail to respond and take action to alleviate such an emergency situation, LCRA may direct other forces to take action as necessary to remedy the emergency condition, and LCRA will deduct any cost of such remedial action from the funds due Contractor under this Contract.

c. In an Emergency situation, Contractor shall use its best efforts to expedite the response, maintain accurate records of all cost of the performed in response to LCRA’s Notice of Emergency and shall ensure that all potential documentation and requirements under the Texas Recovery Manual, Federal Emergency Management Agency, or other disaster relief entity be complied with for any potential emergency relief that may be available.

d. Response to Emergency Notice. As soon as possible, but in no instance more than one (1) Day of receipt of an acceptance by Contractor to LCRA’s Notice of Emergency , LCRA shall issue an Order with a not-to-exceed contract amount (which shall be deemed to be the Contract Price until it is the actual cost later determined).

e. Pricing Information. As soon as possible, but in no instance more than three (3) Business Days following receipt of the Notice of Emergency and all necessary Project documentation, Contractor shall provide a pricing cost estimate for the project completion to LCRA, meeting the requirements of Article 19. The Contractor also will include all documents that contain all relevant information including the pricing (with estimated bonding cost as a separate line item), construction schedule, proposed Cash Flow, and Work capabilities.

f. Project Initiation. As soon as possible, but in no instance more than three (3) Business Days of receipt of an Order or Change Order, Contractor shall execute the Order, provide the Bonds and return both to LCRA. The Order that shall delineate the Contract Price (Time, Equipment and Material Rates multiplied by estimated time units plus estimated bonding costs).

5.5 Before Starting Construction.

a. Contractor’s Review of Contract Documents. Before undertaking each part of the Work, Contractor shall carefully study and compare the Drawing and Specifications and check and verify pertinent figures therein and all applicable field measurements. Contractor shall promptly report in writing to LCRA Project Manager, any conflict, error, ambiguity, or discrepancy which Contractor may

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discover and shall obtain a written interpretation or clarification from LCRA Project Manager before proceeding with any Work affected thereby;

b. Preliminary Schedules and Submittals. Within ten (10) Business Days after the issuance of an Order under this Contract, Contractor shall submit to LCRA Project Manager and Construction Manager for review:

i. A preliminary schedule of values (Unit Prices) for all of the Work which includes quantities and prices of items which when added together equal the Contract Price and subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during performance of the Work. Contractor will also include the shipping schedule for major equipment and materials, unloading and storage areas, if applicable.

ii. An email to LCRA Project Manager designating Contractor’s Superintendent and Contractor’s Site Manager.

iii. An email to LCRA Project Manager with names of the responsible representatives of each Subcontractor and Supplier.

iv. A copy of the Contractor’s safety manual for record purposes only and intended Site security measures (unless previously provided for another Project and the one provided is still the current manual).

v. An email to LCRA Project Team designating the “Competent Person(s)” on general safety and trench safety measures.

vi. If applicable, a trench safety / shoring system plan.

vii. If applicable, a plan illustrating proposed locations of temporary facilities.

viii. If applicable, Contractor provided permits and licenses; and

ix. A list of the following types of materials that will be used to perform the Work, if any:

Ozone-depleting chemicals;

Materials with volatile organic compounds (VOCs);

Any material which will become an F-Listed waste (e.g., acetone, xylene, toluene, methyl ethyl ketone); or

5.6 Preconstruction Conference. Prior to commencement of Work on a Project, a preconstruction conference attended by LCRA, Contractor, LCRA’s Representatives, and other appropriate persons will be held to establish a working understanding among the Parties as to the Work and to discuss the pricing and schedules referred to in Articles 5 and 6, procedures for handling submittals, processing Application for Payments, the crew that will be involved in

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the Project and maintaining required records. To ensure that Contractor is knowledgeable about LCRA safety and environmental policies, LCRA will cover these topics during every pre-construction meeting. Additionally, LCRA may, at its discretion, conduct a one-day seminar for Contractor which Contractor’s personnel responsible for Safety and Environmental compliance for the Project must attend. This one-day seminar will be provided by LCRA at no charge, and Contractor agrees not to invoice LCRA for any time spent attending the seminar.

ARTICLE 6 - PROJECT SCHEDULE FOR PERFORMANCE OF WORK.

6.1 Contractor’s Project Schedule. Within ten (10) Business Days after the issuance of an Order under this Contract, Contractor shall submit to LCRA Project Manager and Construction Manager for review a preliminary Project Schedule for starting and completing the various stages of the Work under the applicable Order, and identifying each Subcontractor and when such Subcontractor will be utilized. Contractor’s submitted construction schedule for each Project shall be in a detailed, precedence-style critical path management or Microsoft Project format, satisfactory to LCRA, that shall also: (i) provide a graphic representation of all activities and events that will occur during performance of the Work; (ii) identify each phase of construction; and (iii) set forth dates that are critical in ensuring the timely completion of the Work in accordance with the Contract Documents. Review by LCRA does not constitute acceptance or approval of any of the Contractor’s means, methods, sequences, or techniques related to the construction, but does indicate that the schedule demonstrates compliance with the Contract Time and that the timetable included in the schedule appears feasible. LCRA may reject any schedule that does not conform to the Contract Time or that appears to establish an unfeasible plan for construction, and require re-submission. The Contractor shall monitor the progress of the Work for conformance with the requirements of the construction schedule, and shall promptly advise LCRA of any delays or potential delays. The accepted construction schedule shall be updated monthly to reflect actual conditions, or if requested by LCRA. If any progress report indicates any delays, the Contractor shall propose an affirmative plan to correct the delay, including overtime and/or additional labor, if necessary. In no event shall any schedule update constitute an adjustment in the Contract Time, or the Contract Price unless such adjustment is agreed to in writing by the LCRA Agent, and authorized pursuant to a Change Order.

6.2 Float. Float contained in the Contractor’s schedule belongs neither to the Contractor nor LCRA, but may be consumed by either Party hereto to meet its individual needs. If Contractor’s schedule demonstrates intent to substantially complete the Work early, the time between the planned early completion date and the end of the Contract Time shall be considered float.

ARTICLE 7 - AVAILABILITY OF LANDS.

7.1 Availability of Lands. LCRA shall furnish the Site. LCRA shall notify Contractor of any encumbrances or restrictions not of general application but specifically related to use of the Site with which Contractor must comply in performing the Work. LCRA will obtain in a timely manner and pay for easements for permanent structures or permanent changes in existing facilities.

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Contractor shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment.

7.2 Contractor’s Understanding of Jobsite and Work Conditions. Prior to commencing construction under any Order, Contractor shall, by careful examination, satisfy itself as to the nature and location of the Work, the soil and subsurface materials, Underground Facilities to be encountered, the trenching requirements, the physical and environmental conditions, the character of equipment needed for performance of the work, the local conditions, the facilities available, labor markets and all other matters which can in any way affect the Work under this Contract. Contractor may at their own expense, before submitting an Order proposal and upon approval by LCRA, perform additional investigations or tests required to familiarize themselves fully with the nature of the jobsites. Data obtained shall be used solely for the preparation of the proposal. Data obtained from such investigations or tests shall be provided at no expense to LCRA upon request.

7.3 Underground Facilities.

a. Shown or Indicated. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or contiguous with the Site is based on information and data furnished to LCRA by the owners of such Underground Facilities. LCRA has indicated the general location of Underground Facilities and installations, such as pipes and buried cables, to the best of its knowledge. However, Contractor shall prospect to determine the exact locations before digging. Unless it is otherwise expressly provided in the Contract Documents, LCRA shall not be responsible for and disclaims all warranties of the accuracy or completeness of any such information or data. The cost of reviewing and checking all such information and data; locating all Underground Facilities shown or indicated in the Contract Documents; coordination of the Work with the owners of such Underground Facilities during construction, and the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work is included in the Contract Price, and Contractor shall have full responsibility therefor.

b. Not Shown or Indicated. If an Underground Facility is uncovered or revealed at or contiguous to the Site which was not shown or indicated, Contractor shall, promptly after becoming aware thereof and before further disturbing conditions affected thereby or performing any Work in connection therewith (except in an Emergency as required by Sections 5.4 and 12.15, identify the owner of such Underground Facility and give notice to that owner and to LCRA Project Manager. LCRA Project Manager will promptly review the Underground Facility with LCRA Construction Manager and LCRA Engineer of Record, as appropriate, and determine the extent, if any, to which a change is required in the Contract Documents to reflect and document the consequences of the existence or location of the Underground Facility. During such time, Contractor shall be responsible for the safety and protection of such Underground Facility.

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c. Necessity of a Change Order. If the LCRA Agent concludes that a change in the Contract Documents is required, a Change Order will be issued to document such consequences. An equitable adjustment shall be made in the Contract Price or Contract Times, or both, to the extent that a material change in either is attributable to the existence or location of any Underground Facility that was not shown or indicated or not shown or indicated with reasonable accuracy in the Contract Documents and that Contractor did not know of and could not reasonably have been expected to be aware of or to have anticipated. If LCRA and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any such adjustment in Contract Price or Contract Times, LCRA or Contractor may make a Claim therefor as provided in Article 18.

7.4 Reference Points. LCRA shall provide engineering surveys to establish reference points for construction that in LCRA Construction Manager’s judgment are necessary to enable Contractor to proceed with the Work. Contractor shall be responsible for laying out the Work, shall protect and preserve the established reference points and property monuments, and shall make no changes or relocations without the prior written approval of LCRA Construction Manager. Contractor shall report to LCRA Construction Manager with copy to LCRA Project Manager whenever any reference point or property monument is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for the accurate replacement or relocation of such reference points or property monuments by a Registered Public Land Surveyor at Contractor’s expense.

7.5 Hazardous Environmental Condition at Site.

a. Reports and Drawings. Reference will be made in the Request for Pricing r to those reports and drawings utilized by LCRA in the preparation of the Order for a Project, and relating to a Hazardous Environmental Condition identified at the Site, if any.

b. Reliance by Contractor on Technical Data. Technical data regarding a Hazardous Environmental Condition contained in reports and drawings provided by LCRA are not Contract Documents. Contractor may not rely upon or make any Claim against LCRA, with respect to: (i) the accuracy or completeness of such reports and drawings for Contractor’s purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto; or (ii) other data, interpretations, opinions and information contained in such reports or shown or indicated in such drawings; or (iii) any Contractor interpretation of or conclusion drawn from any technical data or any such other data, interpretations, opinions or information.

7.6 Undisclosed Hazardous Environmental Condition. Contractor shall not be responsible for any Hazardous Environmental Condition uncovered or revealed at the Site which was not shown, indicated in or reasonably inferable from the Drawings or Specifications to be within the scope of the Work or from the Technical Data referenced in Section 7.5. If

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Contractor encounters a Hazardous Environmental Condition or if Contractor or anyone for whom Contractor is responsible creates a Hazardous Environmental Condition, Contractor shall immediately: (i) secure or otherwise isolate such condition; (ii) stop all Work in connection with such condition and in any area affected thereby (except in an emergency as required by Sections 5.4 and 12.15); and (iii) immediately notify LCRA Construction Manager. Contractor shall not be required to resume Work in connection with such condition or in any affected area until after LCRA has obtained any required permits related thereto and delivered to Contractor notice: (i) specifying that such condition and any affected area is or has been rendered safe for the resumption of Work; or (ii) specifying any special conditions under which such Work may be resumed safely. If LCRA and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of any adjustment in Contract Price or Contract Times, or both, as a result of such Work stoppage or such special conditions under which Work is agreed to be resumed by Contractor, either Party may make a Claim therefor as provided in Article 18 Contractor shall not be entitled to an adjustment in the Contract Price unless the special conditions for performance of the Work constitute a material change in the Work and the cost therefor.

If, after receipt of such notice to resume Work, Contractor does not agree to resume such Work based on a reasonable belief it is unsafe, or does not agree to resume such Work under such special conditions, then LCRA may order the portion of the Work that is in the area affected by such condition to be deleted from the Work. If LCRA and Contractor cannot agree as to entitlement to or on the amount or extent, if any, of an adjustment in Contract Price or Contract Times as a result of deleting such portion of the Work, then either Party may make a Claim therefor as provided in Article 18. LCRA may have such deleted portion of the Work performed by LCRA’s own forces or others in accordance with Section 20.9

7.7 Contractor’s Hazardous Materials. Contractor shall be responsible for a Hazardous Environmental Condition created with any materials brought to the Site by Contractor, Subcontractors, Suppliers, or anyone else for whom Contractor is responsible.

7.8 LCRA ENVIRONMENTAL INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, LCRA SHALL INDEMNIFY AND HOLD HARMLESS CONTRACTOR, SUBCONTRACTORS, AND THEIR OFFICERS, DIRECTORS, , AND EMPLOYEES, AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING REASONABLE ATTORNEYS FEES AND ALL COURT OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO A HAZARDOUS ENVIRONMENTAL CONDITION, PROVIDED THAT SUCH HAZARDOUS ENVIRONMENTAL CONDITION: (I) WAS NOT SHOWN OR INDICATED IN THE DRAWINGS OR SPECIFICATIONS OR IDENTIFIED IN THE CONTRACT DOCUMENTS TO BE INCLUDED WITHIN THE SCOPE OF THE WORK, AND (II) WAS NOT CREATED OR EXACERBATED BY CONTRACTOR OR BY ANYONE FOR WHOM CONTRACTOR IS RESPONSIBLE. NOTHING IN THIS ARTICLE SHALL OBLIGATE LCRA TO INDEMNIFY OR HOLD HARMLESS ANY INDIVIDUAL OR ENTITY FROM AND AGAINST THE CONSEQUENCES OF THAT INDIVIDUAL’S OR ENTITY’S OWN NEGLIGENCE OR WILLFUL MISCONDUCT.

7.9 CONTRACTOR’S ENVIRONMENTAL INDEMNITY TO THE FULLEST EXTENT

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PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS LCRA, LCRA TRANSMISSION SERVICES CORPORATION, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT NOT LIMITED TO , REASONABLE ATTORNEYS FEES, AND ALL COURT OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO A HAZARDOUS ENVIRONMENTAL CONDITION CREATED OR EXACERBATED BY CONTRACTOR OR BY ANYONE FOR WHOM CONTRACTOR IS RESPONSIBLE. NOTHING IN THIS ARTICLE SHALL OBLIGATE CONTRACTOR TO INDEMNIFY ANY INDIVIDUAL OR ENTITY FROM AND AGAINST THE CONSEQUENCES OF THAT INDIVIDUAL’S OR ENTITY’S OWN NEGLIGENCE OR WILLFUL MISCONDUCT.

ARTICLE 8 - BONDS.

8.1 Performance Bond. If Order exceeds $100,000, Contractor shall furnish LCRA with a Performance Bond in the form set out as Exhibit G to these Terms and Conditions for the Project. If a Performance Bond is required to be furnished, it shall extend and remain in effect throughout the correction period of the Project as specified in Section 15 and the amount of the Bond shall increase or decrease to equal the Contract Price.

8.2 Payment Bond. If the Order exceeds $25,000, Contractor shall furnish LCRA with a Payment Bond for the Project in the form set out as Exhibit H to these Terms and Conditions. The Payment Bond shall remain in effect until proof that all parties due payment in connection with the associated Project have been properly paid, or until the statutory time for notice of unpaid bills has expired, whichever is later and the amount of the Bond shall increase or decrease to equal the Contract Price. If the Contract Price for a Project is less than or equal to $25,000, Contractor will not be required to furnish a Payment Bond; provided that no moneys will be paid to Contractor until completion and acceptance of the Work by LCRA under these Terms and Conditions

8.3 Additional Bond Requirements. When Performance Bonds and/or Payment Bonds are required, each shall be issued in an amount of one hundred percent (100%) of the Contract Price stated on the Order as security for the faithful performance and/or payment of all Contractor’s obligations under the Contract Documents. Performance Bonds and Payment Bonds shall be issued by a solvent U.S. corporate surety acceptable to LCRA authorized to do business in the State of Texas, and shall meet any other requirements established by law or by LCRA pursuant to applicable law. The bonds shall be executed or countersigned by a Texas resident agent.

8.4 Form of Bonds. All Bonds shall be in the form prescribed by LCRA and shall be executed by such sureties as are named in the current list of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570 (amended) by the Financial Management Service, Surety Bond Branch, U.S. Department of the Treasury. All Bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act. Any surety duly authorized to do business in Texas may write Performance and Payment Bonds on a project without reinsurance to the limit of ten percent (10%) of its capital and surplus. Such a surety must

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reinsure any obligations over ten percent (10%).

8.5 Insolvent Surety. If the surety on any Bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do business in the State of Texas is terminated or it ceases to meet the requirements of this Article, Contractor shall within ten (10) Days thereafter substitute another Bond and surety, both of which shall comply with the requirements herein. If LCRA does not receive a replacement bond within ten (10) Calendar Days, LCRA may at its sole discretion and at Contractor’s sole expense, order the Contractor to stop working immediately.

Except in response to an Emergency, Contractor shall provide all bonds required under this Article not later than five (5) Days prior to mobilization. If Contractor mobilizes in response to an Emergency, Contractor shall provide all bonds required under this Article not later than three (3) Days following receipt of an Order by LCRA.

ARTICLE 9 - INSURANCE.

9.1 General Requirements. Contractor shall carry the types and minimum coverages of insurance specified below for the duration of the Contract for all Projects, which shall include items owned by LCRA. LCRA may require a greater level of insurance coverage on a Project by Project basis when issuing a Order. The amounts delineated below will pertain to all Projects unless a Order increases the requirements. The coverages stated below or in any Order shall not be construed to establish a limit of Contractor’s responsibility or liability. The coverage limits, the forms, and the carriers providing the insurance policies shall be subject to the approval of LCRA. Approval of insurance by LCRA shall not relieve or decrease the liability of Contractor hereunder and shall not be construed to be a limitation of liability on the part of Contractor. Contractor must forward a copy of its insurance policies to LCRA before the Contract is executed as verification of coverage required below. If Contractor engages Subcontractors for Work at the job Site, Contractor shall either provide coverage for Subcontractors in Contractor’s insurance policies or require each Subcontractor to secure insurance of the same types and with the same coverage limits.

a. Contractor’s insurance coverage is to be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of B+VII or better, except for hazardous material insurance which shall be written by companies with A.M. Best ratings of A- or better.

b. Insurance policies shall be on an occurrence basis. All insurance shall remain in effect throughout the life of the Contract on existing property of LCRA and all portions of the Work including those that have been completed until all Work specified in the Contract is finally complete. If claims-made policies are provided, the terms of these policies shall extend for two (2) years beyond Final Completion.

c. Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract.

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Failure of Contractor to obtain and maintain the required insurance throughout the performance of the Contract shall constitute a material breach of the Contract.

d. Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. The deductible portion of each type of coverage shall not exceed ten percent (10%) of the coverage limit.

e. Contractor hereby waives subrogation rights of all its insurance carriers and their successors and assigns against LCRA and its affiliates and their respective Boards of Directors and individual members, officials and employees.

f. If insurance policies are not written for amounts specified below, Contractor shall carry Umbrella Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.

g. LCRA shall be entitled, upon request and without expense, to receive certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the Parties hereto or the underwriter on any such policies. LCRA reserves the right to review the insurance requirements set forth during the effective period of this Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by LCRA based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as Contractor.

h. Contractor shall provide LCRA thirty (30) Days Written Notice of erosion of the aggregate limits below occurrence limits for all applicable coverages indicated within the Contract.

i. If LCRA owned property is being transported or stored off Site by Contractor, than the appropriate property policy will be endorsed for transit and storage in an amount sufficient to protect LCRA’s property.

9.2 Required Types of Insurance Coverage Generally. Contractor shall purchase and maintain such liability and other insurance as is appropriate for the Work being performed and as will provide protection to LCRA from claims set forth below which may arise out of or result from Contractor’s performance of the Work and Contractor’s other obligations under the Contract Documents, whether it is to be performed by Contractor, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Work, or by anyone for whose acts any of them may be liable:

a. Claims under workers’ compensation, disability benefits, and other similar employee benefit acts;

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b. Claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor’s employees;

c. Claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor’s employees;

d. Claims for damages which are sustained by any person as a result of an offense directly or indirectly related to the employment of such person by Contractor, or by any other person for any other reason;

e. Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including that of LCRA, wherever located, including loss of use resulting therefrom;

f. Claims for damages to the Work; and

g. Claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle.

9.3 Contractor’s Liability Insurance. Contractor shall provide Commercial General Liability insurance in the following types and amounts:

a. Bodily Injury Liability per Project – $2,000,000 each occurrence / $10,000,000 aggregate; and

b. Property Damage Liability per Project – $2,000,000 each occurrence / $10,000,000 aggregate.

c. The policies of insurance so required by this Article to be purchased and maintained shall:

i. provide the carrier’s written endorsements to the various policies naming LCRA, LCRA Transmission Services Corporation and any other individuals or entities identified in these Terms and Conditions, and their respective directors, officers, employees and agents as an additional insured, to the extent of the obligations assumed by Contractor pursuant to this Contract, in each of the policies except Workers’ Compensation. Contractor shall be responsible for full payment of the premium; a breach of the insurance contract between Contractor and its insurance carrier shall not void the policy as to LCRA. All endorsements naming additional insureds, waivers, notices of cancellation, and endorsements as well as the certificate of insurance shall indicate: Lower Colorado River Authority, Purchasing Department, P.O. Box 220, Austin, Texas 78767;

ii. provide the carrier’s written endorsement stating that Contractor’s liability insurance policies shall be primary; any liability insurance of LCRA shall be secondary and noncontributory;

iii. include at least the specific coverages and be written for not less than the limits

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of liability provided in these Terms and Conditions or required by Laws or Regulations, whichever is greater;

iv. include products liability and completed operations insurance;

v. include contractual liability insurance covering Contractor’s indemnity obligations under these Terms and Conditions;

vi. contain a provision or endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty (30) Days prior Written Notice has been given to LCRA and Contractor and to each other additional insured identified in these Terms and Conditions;

vii. remain in effect at least until final payment and at all times thereafter when Contractor may be correcting, removing, or replacing Defects in accordance with Article 15; and

viii. with respect to completed operations insurance, and any insurance coverage written on a claims-made basis, remain in effect for at least two (2) years after final payment (and Contractor shall furnish LCRA and each other additional insured identified in these Terms and Conditions, evidence satisfactory to LCRA and any such additional insured of continuation of such insurance at final payment and two (2) years thereafter).

9.4 Workers’ Compensation Insurance Coverage. Contractor shall provide Workers’ Compensation Coverage in the following types and amounts:

a. Coverage A – Statutory; and

b. Coverage B - $1,000,000 Each Accident - Employer’s Liability.

c. Definitions:

i. Certificate of coverage (“Certificate”) – A copy of a certificate of insurance, a certificate of authority to self-insure issued by the Texas Workers’ Compensation Commission (the “TWCC”), or a coverage contract (TWCC-81, TWCC-82, TWCC-83 or TWCC-84) showing statutory workers’ compensation insurance coverage for the person’s or entity’s employees providing services on the Project, for the Duration of the Project.

ii. Duration of the Project – Includes the time from the beginning of the Work on the Project until the Contractor’s/person’s Work on the Project has been completed and accepted by LCRA.

iii. Persons providing services on the Project (“subcontractor” in Section 406.096 of the Texas Labor Code) – Includes all persons or entities performing all or part of the Services the Contractor has undertaken to perform on the Project, regardless of whether that person contracted directly with the Contractor and regardless of

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whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, LCRA-operators, employees of such entity, or employees of any entity which furnishes persons to provide Services on the Project.

iv. “Services” include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a Project. “Services” does not include activities unrelated to the Project, such as food/beverage Contractors and office supply deliveries.

d. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage Contracts, which meets the statutory requirements of Texas Labor Code, §401.011(44) for all employees of the Contractor providing Services on the Project, for the Duration of the Project.

e. The Contractor must provide a Certificate of coverage to LCRA not later than five (5) Days following execution of the Contract. If the coverage period shown on the Contractor’s current Certificate of coverage ends during the Duration of the Project, the Contractor must, prior to the end of the coverage period, file a new Certificate of coverage with LCRA showing that the coverage has been extended.

f. The Contractor shall obtain from each person providing Services on the Project, and provide to LCRA: (i) a Certificate of coverage, prior to that person beginning Work on the Project, so that LCRA will have on file Certificates of coverage showing coverage for all Persons providing Services on the Project; and (ii) no later than seven (7) Days after receipt by the Contractor, a new Certificate of coverage showing extension of the coverage period, if the coverage period shown on the current Certificate of coverage ends during the Duration of the Project.

g. The Contractor shall retain all required Certificates of coverage on file for the Duration of the Project and for one year thereafter.

h. The Contractor shall notify the LCRA Agent in writing by certified mail or personal delivery, within ten (10) Days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing Services on the Project.

i. The Contractor shall post on each Project Site a notice, in the text, form, and manner prescribed by the TWCC, informing all Persons providing Services on the Project that they are required to be covered, and stating how a person may verify current coverage and report failure to provide coverage.

j. The Contractor shall contractually require each person with whom it contracts to provide Services on a Project to: (i) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage, which

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meets the statutory requirements of Texas Labor Code, §401.011(44) for all of its employees providing Services on the Project, for the Duration of the Project; (ii) provide to the Contractor, prior to that person beginning Work on the Project, a Certificate of coverage showing that coverage is being provided for all employees of the person providing Services on the Project, for the Duration of the Project; (iii) provide the Contractor, prior to the end of the coverage period, a new Certificate of coverage showing extension of coverage, if the coverage period shown on the current Certificate of coverage ends during the Duration of the Project; (iv) obtain from each other person with whom it contracts, and provide to the Contractor: a Certificate of coverage, prior to the other person beginning Work on the Project; and a new Certificate of coverage showing extension of the coverage period, prior to the end of the coverage period, if the coverage period shown on the current Certificate of coverage ends during the Duration of the Project; (v) retain all required Certificates of coverage on file for the Duration of the Project and for one year thereafter; and (vi) notify the LCRA Agent in writing by certified mail or personal delivery, within ten (10) Days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing Services on the Project.

k. By signing this Contract or providing or causing to be provided a Certificate of coverage, the Contractor is representing to LCRA that all employees of the Contractor and all others who will provide Services on the Project 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 will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the TWCC’s Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, or other civil actions.

l. The Contractor’s failure to comply with any of these provisions is a breach of Contract by the Contractor, which entitles LCRA to declare the Contract void if the Contractor does not remedy the breach within ten (10) Days after receipt of the notice of the breach from LCRA.

m. The following is the form of notice of workers’ compensation coverage prescribed by the TWCC. Pursuant to §110.110(d)(7), this notice must be printed with a title in at least 30-point bold type, and text in at least 19-point normal type, and shall be in both English and Spanish and any other language common to the worker population.

“REQUIRED WORKERS’ COMPENSATION COVERAGE

The law requires that each person working on this Site or providing Services related to this construction project must be covered by workers’ compensation insurance. This includes persons providing, hauling, or delivering equipment or materials, or providing labor or transportation or other service related to the project, regardless of the identity of their employer or status as an employee.

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Call the Texas Workers’ Compensation Commission at (512) 440-3789 to receive further information on the legal requirement for coverage, to verify whether your employer has provided the required coverage, or to report an employer’s failure to provide coverage.”

9.5 Automobile Liability. Automobile liability shall cover cars, trucks, and all other motor vehicles used in connection with the Work, whether owned, non-owned, hired or leased by Contractor, both on and off the job Site. Contractor shall provide Automobile Liability coverage in the following types and amounts:

a. Bodily Injury Liability - $1,000,000 each occurrence; and

b. Property Damage Liability - $1,000,000 each occurrence.

9.6 Builder’s Risk. Unless otherwise provided, the Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the State of Texas, Builder’s Risk Insurance in the amount of the initial Contract Price as well as subsequent modifications thereto for the entire Work at the Site on a replacement cost basis without voluntary deductibles. Such Builder’s Risk Insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made, or until no person or entity other than LCRA has an insurable interest in the property required by this Contract not be covered, whichever is earlier. This insurance shall include interests of LCRA, any LCRA customers for whom LCRA is performing Work, the Contractor, Subcontractors and Sub-subcontractors in the Work.

9.7 Form of Builder’s Risk Policy. Builder’s Risk Insurance shall be on an all-risk policy form and shall insure against the perils of fire and extended coverage and physical loss or damage, including, without duplication of coverage, theft, vandalism, malicious mischief, collapse, false-work, temporary buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for services and expenses required as a result of such insured loss. Coverage for other perils shall not be required unless otherwise provided in the Contract Documents.

ARTICLE 10 - CONTRACTOR’S RESPONSIBILITIES.

10.1 Supervision and Superintendence. Contractor shall supervise, inspect, and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. Contractor shall be responsible to see that the completed Work complies accurately with the Contract Documents.

a. Contractor’s Site Manager is authorized to receive and fulfill instructions from the LCRA Project Manager. Contractor shall have a competent, English-speaking Site Manager superintendent on the Site at all times that Work is in progress.

b. Upon request of LCRA Project Manager or Construction Manager, Contractor

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shall present the resume of the proposed Superintendent to the LCRA Project Manager and of the proposed Site Manager to LCRA Project Manager showing evidence of experience and successful superintendence and direction of Work of a similar scale and complexity. If, in the opinion of LCRA Construction Manager or LCRA Project Manager, the proposed Superintendent or Site Manager is not sufficiently experienced in line with the Work, he/she will not be allowed to be the designated Superintendent for the Work or Site Manager for the Project. Neither Contractor’s Superintendent nor Contractor’s Site Manager shall be replaced without Written Notice to LCRA Construction Manager and LCRA Project Manager. If Contractor deems it necessary to replace the Superintendent or Site Manager, Contractor shall provide the necessary information for approval, as stated above, on the proposed replacement Superintendent or Site Manager. A qualified substitute Superintendent or Site Manager may be designated in the event that the designated Superintendent or Site Manager is temporarily away from the Work, but not to exceed a time limit acceptable to LCRA Construction Manager and LCRA Project Manager. Contractor shall replace the Superintendent, the Site Manager, or any other employee of Contractor upon LCRA’s request in the event such person is unable to perform to LCRA’s satisfaction.

c. The Superintendent will be the Contractor’s representative on the Work and shall have the authority to act on the behalf of Contractor. All communications given to Contractor’s Superintendent or Contractor’s Site Manager shall be as binding as if given to Contractor. Either Contractor or the Superintendent shall provide an emergency and home telephone number at which one or the other may be reached if necessary when Work is not in progress.

10.2 Labor; Working Hours. Contractor agrees to employ only orderly and competent workers, skillful in performance of each type of Work required under this Contract. Contractor and its employees shall hold all licenses required to do the Work. Contractor, Subcontractors, Sub-subcontractors, and their employees and agents may not use or possess any firearms, ammunition, alcoholic or other intoxicating beverages, illegal drugs or controlled substances while on the job or on LCRA’s property, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. If Contractor has an established employee drug screening program, the program shall be applied to this Project. If LCRA or LCRA’s Representative notifies Contractor that any worker is incompetent, disorderly or insubordinate, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, Contractor shall immediately remove such worker from performing Work, and may not employ such worker again on Work without LCRA’s prior written consent. Contractor shall at all times maintain good discipline and order on or off the Site in all matters pertaining to the Project.

a. Each Project is subject to Chapter 2258 of the Texas Government Code, requiring Contractor to pay prevailing wages to workers. Contractor and all Subcontractors are required to pay not less than the wages specified in the Prevailing Wage Schedule and are subject to all the remedies and penalties established in Ch. 2258 of the Government Code. The establishment of a

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Prevailing Wage Schedule to this Contract is not a warranty, guaranty or other representation that adequate numbers of skilled or unskilled workers are actually available in the local market to perform this Contract or that workers may be hired for the wages identified in the Prevailing Wage Schedule.

b. Contractor shall forfeit as a penalty to LCRA, sixty dollars ($60) per Day for each worker that is paid less than the prevailing rates established in the Contract for Work done at the jobsite. The prevailing wage rate for LCRA recognized or mutually agreed upon holidays and for overtime work (over forty (40) hours per work week) shall be one and one-half (1-1/2) times the applicable wage rates. Contractor and all Subcontractors shall maintain records of the names, classifications and hourly wages of workers, which shall be available for inspection by LCRA.

c. All Work shall be done between 7:00 a.m. and 6:00 p.m. unless authorized by LCRA Project Manager. However, emergency Work may be done without prior permission. Night Work may be revoked at any time by LCRA if Contractor fails to maintain adequate equipment and supervision for the prosecution and control of the night Work.

d. Except as otherwise required for the safety or protection of persons or the Work or property at the Site or adjacent thereto, and except as otherwise stated in the Contract Documents, all Work at the Site shall be performed during regular working hours, and Contractor will not permit overtime Work or the performance of Work on Saturday, Sunday, or any legal holiday without prior permission given after notice to LCRA Project Manager. LCRA Project Manager will grant or reject permission to work overtime, Saturday, Sunday, or legal holidays. If Contractor wishes to work overtime or multiple shifts, and permission is granted by the LCRA Project Manager, the Contractor and LCRA shall confer and agree on the scheduling. Contractor and LCRA Project Manager will coordinate with LCRA’s other activities and to avoid noise or after-hours disturbances to the neighbors, if any.

10.3 Services, Materials, and Equipment. Unless otherwise specified, Contractor shall provide and assume full responsibility for all services, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work. Contractor assumes responsibility for all LCRA supplied materials upon receipt by Contractor, which may be at LCRA’s facilities, the Site, and/or a laydown area (which may be owned or leased by LCRA or another entity) as delineated in a Order or Change Order as the location for Contractor to receive the Site materials.

a. All materials incorporated into the Work shall be as specified or, if not specified, shall be of good quality and new, except as otherwise explicitly provided in the Contract Documents. All warranties and guarantees specifically called for by the Specifications shall expressly run to the benefit of LCRA. If required by LCRA’s Representatives,

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Contractor shall furnish satisfactory evidence (including reports of required tests, manufacturer’s certificates of compliance with material requirements, mill reports, etc.,) as to the source, kind, and quality of materials. All materials shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable Supplier, except as otherwise may be expressly provided in the Contract Documents.

b. Contractor shall provide adequate security to protect supplies, materials and equipment related to the Work regardless of whether supplied by LCRA or Contractor. Contractor shall take measures it considers necessary to protect the supplies, materials, and Work in progress from theft, fire, and other hazards.

c. Contractor shall bear the risk of loss or damage to and, to the extent of the Contract Price, insure against all loss or damage to its own tools and property and that of its Subcontractors and Suppliers, delivered and undelivered equipment and materials, equipment and materials in transit, Work in progress, and complete or incomplete installations prior to Final Completion regardless of the cause of loss or damage. Contractor shall promptly replace, rebuild or repair any loss or damage at its own expense. In the event of such loss/damage, the schedules shall be equitably extended.

The risk of loss or damage to the Work shall pass from Contractor to LCRA upon Final Completion.

10.4 Project Schedule. Contractor shall adhere to the Project Schedule established in accordance with Article 6. as it may be adjusted from time to time as provided below.

a. Contractor shall submit to LCRA Project Manager monthly for acceptance (to the extent indicated in Article 6, proposed adjustments in the Project Schedule that will not result in changing the Contract Times). Such adjustments will conform generally to the Project Schedule then in effect and additionally will comply with any provisions of the Contract Documents applicable thereto.

b. Proposed adjustments in the Project Schedule that will change the Contract Times shall be submitted in accordance with the requirements of Article 4. Such adjustments may only be made by a Change Order in accordance with Article 4.

c. If LCRA determines that the performance of the Work has not progressed or reached the level of completion required by the Contract Documents, LCRA shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of construction, including without limitation: (i) working additional shifts or overtime; (ii) supplying additional manpower, equipment, and facilities; and (iii) other similar measures (the “Extraordinary Measures”). Such Extraordinary Measures shall continue until the progress of the Work complies with the stage of completion required by the Contract Documents. LCRA’s right to require Extraordinary Measures is solely for ensuring the Contractor’s compliance with the construction schedule.

d. The Contractor is not entitled to an adjustment in the Contract Price in

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connection with the Extraordinary Measures required by LCRA pursuant to this Article.

e. LCRA may exercise the rights furnished LCRA under or pursuant to this Article as frequently as LCRA deems necessary to ensure that the Contractor’s performance of the Work will comply with the completion dates set forth in the Contract Documents.

f. In addition, if LCRA in its sole discretion determines that Extraordinary Measures will not be enough for Contractor to meet the stage of completion and required dates delineated in the Contract Documents, then LCRA shall be entitled to procure such services, equipment, or materials needed for compliance with the schedule delineated in the Contract Documents. In such case, LCRA shall deduct the cost of the services, equipment, or materials from the Contract Price for that Order. LCRA will provide Contractor with Written Notice of its intent to procure supplemental services, equipment, and/or materials under this paragraph.

10.5 Substitutes and “Or-Equals.” Whenever an item of material or equipment is specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular Supplier, the specification or description is intended to establish the type, function, appearance, and quality required. Unless the specification or description contains or is followed by words reading that no like, no equivalent, nor “or-equal” item or no substitution is permitted, other items of material or equipment or material or equipment of other Suppliers may be submitted to LCRA for review and approval under the circumstances described below.

a. “Or-Equal” Materials. If Contractor proposes, and LCRA Engineer of Record recommends an item of material or equipment as functionally equal to that named, and sufficiently similar so that no change in related Work will be required, the item may be considered by LCRA as an “or-equal” item without compliance with some or all of the requirements for approval of proposed substitute items. Contractor shall provide LCRA with all documentation required for LCRA Engineer of Record to review the proposed item and make its determination. For the purposes of this Article, a proposed item of material or equipment will be considered functionally equal to a named item if, in the exercise of reasonable judgment, LCRA determines that: (i) it is at least equal in quality, durability, appearance, strength, and design characteristics, and (ii) it will reliably perform at least equally well the function imposed by the design concept of the completed Project as a functioning whole, and Contractor certifies that: (i) there is no increase in cost to LCRA; and (ii) it will conform substantially, even with deviations, to the detailed requirements of the item named in the Contract Documents.

b. Substitute Materials. If an item of material or equipment proposed by Contractor does not qualify as an “or-equal” item under Section 10.5(a), it may be considered a proposed substitute item. Such items must be recommended by the LCRA Construction Manager and approved by LCRA Engineer of Record as acceptable substitute items in accordance with this Article. Contractor shall

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submit sufficient information as provided below to allow LCRA Engineer of Record to determine that the item of material or equipment proposed is essentially equivalent to that named and an acceptable substitute therefor. Requests for review of proposed substitute items of material or equipment will not be accepted by LCRA from anyone other than Contractor. The procedure for review by LCRA will be as set forth in this Article and as LCRA may decide is appropriate under the circumstances.

c. Application to Use Substitute Materials. Contractor shall first make written application to LCRA for review of a proposed substitute item of material or equipment that Contractor seeks to furnish or use. The application shall certify that the proposed substitute item will perform adequately the functions and achieve the results called for by the general design, be similar in substance to that specified, and be suited to the same use as that specified. The application will state the extent, if any, to which the use of the proposed substitute item will prejudice Contractor’s achievement of Substantial Completion on time, whether or not use of the proposed substitute item in the Work will require a change in any of the Contract Documents (or in the provisions of any other direct contract with LCRA for Work on the Project) to adapt the design to the proposed substi-tute item and whether or not incorporation or use of the proposed substi tute item in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute item from that specified will be identified in the application, and available engineering, sales, maintenance, repair, and replacement services will be indicated. The application will also contain an itemized estimate of all costs or credits that will result directly or indirectly from use of such substitute item, including costs of redesign and claims of other contractors affected by any resulting change, all of which will be considered by LCRA in evaluating the proposed substitute item. LCRA may require Contractor to furnish additional data about the proposed substitute item.

d. Substitute Construction Methods or Procedures. If a specific means, method, technique, sequence, or procedure of construction is shown or indicated in and expressly required by the Contract Documents, Contractor may, with prior approval of LCRA Engineer of Record, furnish or utilize a substitute means, method, technique, sequence, or procedure of construction recommended by LCRA Construction Manager. Contractor shall submit sufficient information to allow LCRA Construction Manager, in LCRA Construction Manager’s and LCRA Engineer of Record’s discretion, to determine that the substitute proposed is so equivalent to that expressly called for by the Contract Documents that LCRA’s Representative can recommend approval. The procedure for review by LCRA will be similar to that provided in Section 10.5(c).

e. LCRA’s Evaluation. LCRA will be allowed a reasonable time, not more than five (5) Business Days, within which to evaluate each proposal or submittal made pursuant to this Article. LCRA will be the sole judge of acceptability. No “or-equal” or substitute will be ordered, installed or utilized until LCRA’s review is complete and LCRA’s approval given, which will be evidenced by either a

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Change Order for a substitute or an approved Shop Drawing for an “or-equal.” LCRA reserves the right to reject any “or-equal” or Substitute proposed by Contractor. LCRA will advise Contractor in writing of any negative determination. If Contractor proceeds with the Work utilizing an “or-equal” or substitute item that has not been fully reviewed and approved by LCRA, LCRA reserves the right to reject the Work so performed and require the Work to conform to the original Specifications, all at Contractor’s sole expense and without any adjustment to the Project Schedule.

f. Special Guarantee. LCRA may require Contractor to furnish at Contractor’s expense a special performance guarantee or other form of security with respect to any substitute or “or-equal” item.

g. LCRA’s Cost Reimbursement. LCRA will record time required by LCRA in evaluating substitutes proposed or submitted by Contractor pursuant to this Article and in making changes in the Contract Documents (or in the provisions of any other direct contract with LCRA for Work on the Project) occasioned thereby. Whether or not LCRA approves a substitute item proposed or submitted by Contractor, Contractor shall reimburse LCRA for the charges for evaluating each such proposed substitute. Reimbursement to LCRA shall be deducted from the Contract Price. Contractor shall not be entitled to any extension in Contract Time or Contract Price for any delay due to review time for any “or-equal” or substitute items/procedures.

h. Contractor’s Expense. Contractor shall provide all data in support of any proposed substitute or “or-equal” at Contractor’s expense.

10.6 Concerning Subcontractors, Suppliers, and Others. Contractor shall not employ any Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, against which LCRA may have reasonable objection. Contractor shall not be required to employ any Subcontractor, Supplier, or other individual or entity to furnish or perform any of the Work against whom Contractor has reasonable objection. Contractor must submit to LCRA the details of the process used for the selection of subcontractors that will demonstrate that the Contractor has obtained market competitive pricing and made every effort possible to reach the Diverse Business Target as delineated in Article 26.

a. LCRA’s acceptance (either in writing or by failing to make written objection thereto) of any such Subcontractor, Supplier, or other individual or entity so identified may be revoked on the basis of reasonable objection after due investigation. Contractor shall submit an acceptable replacement for the rejected Subcontractor, Supplier, or other individual or entity, and the Contract Price will be adjusted by the difference in the cost occasioned by such replacement, and an appropriate Change Order will be issued or Written Amendment signed. No acceptance by LCRA of any such Subcontractor, Supplier, or other individual or entity, whether initially or as a replacement, shall constitute a waiver of any right of LCRA to reject Defects. Contractor shall not replace any Subcontractor, person or organization that has been accepted by LCRA, unless the substitute

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has been accepted in writing by LCRA. Contractor, however, shall replace any Subcontractor, Supplier or other individual or entity upon LCRA’s request in the event such person is unable to perform to LCRA’s satisfaction.

b. Contractor shall be fully responsible to LCRA for all acts and omissions of the Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work just as Contractor is responsible for Contractor’s own acts and omissions. Nothing in the Contract Documents shall create for the benefit of any such Subcontractor, Supplier, or other individual or entity any contractual relationship between LCRA or any of LCRA’s employees, agents, contractors or representatives and any such Subcontractor, Supplier or other individual or entity, nor shall it create any obligation on the part of LCRA or to pay or to see to the payment of any moneys due any such Subcontractor, Supplier, or other individual or entity, except as may otherwise be required by Laws and Regulations.

c. Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, Suppliers, and other individuals or entities performing or furnishing any of the Work under a direct or indirect contract with Contractor. Contractor shall require all Subcontractors, Suppliers, and such other individuals or entities performing or furnishing any of the Work to communicate with LCRA’s Representatives through Contractor.

d. All Work performed for Contractor by a Subcontractor or Supplier will be pursuant to an appropriate Contract between Contractor and the Subcontractor or Supplier which specifically binds the Subcontractor or Supplier to substantially similar terms and conditions as are set forth in these Contract Documents for the benefit of LCRA.

10.7 Patent Fees and Royalties. Contractor shall pay all license fees and royalties and assume all costs incident to the use in the performance of the Work or the incorporation in the Work of any invention, design, process, product, or device which is the subject of patent rights or copyrights held by others. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS LCRA, LCRA TRANSMISSION SERVICES CORPORATION, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES OR AGENTS, AND OTHER CONSULTANTS OF EACH AND ANY OF THEM FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT NOT LIMITED TO ALL FEES AND CHARGES OF ENGINEERS, ARCHITECTS, ATTORNEYS, AND OTHER PROFESSIONALS AND ALL COURT OR ARBITRATION OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO ANY INFRINGEMENT OF PATENT RIGHTS OR COPYRIGHTS INCIDENT TO THE USE IN THE PERFORMANCE OF THE WORK OR RESULTING FROM THE INCORPORATION IN THE WORK OF ANY INVENTION, DESIGN, PROCESS, PRODUCT, OR DEVICE NOT SPECIFIED IN THE CONTRACT DOCUMENTS.

10.8 Permits. Except to the extent that the Order may indicate particular permits will be provided by LCRA, Contractor shall obtain and pay for all construction permits and licenses.

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LCRA shall assist Contractor, when necessary, in obtaining such permits and licenses. Contractor shall pay all governmental charges and inspection fees (including any increases in them during the term of the Contract) necessary for the prosecution of the Work that are applicable at the time of opening of Proposals, or, if there are no Proposals, on the Effective Date of the Contract. Contractor shall pay all charges of utility owners for connections to the Work, and LCRA shall pay all charges of such utility owners for capital costs related thereto, such as plant investment fees. Contractor shall notify property owners and governmental offices having jurisdiction over roadways that may be affected by the Work.

10.9 Laws and Regulations. Contractor shall give all notices and comply with all Laws and Regulations applicable to the performance of the Work. Except where otherwise expressly required by applicable Laws and Regulations, neither LCRA nor any LCRA employee, agent, contractor or representative shall be responsible for monitoring Contractor’s compliance with any Laws or Regulations. IF CONTRACTOR PERFORMS ANY WORK THAT IS CONTRARY TO LAWS OR REGULATIONS, CONTRACTOR SHALL INDEMNIFY LCRA AND BEAR ALL COSTS FOR ANY CLAIM, JUDGMENT, FINE, PENALTY, AND OTHER COSTS, LOSSES AND DAMAGES, AS MORE PARTICULARLY DESCRIBED IN THE NEXT PARAGRAPH, ARISING OUT OF OR RELATING TO SUCH WORK; HOWEVER, IT SHALL NOT BE CONTRACTOR’S PRIMARY RESPONSIBILITY TO MAKE CERTAIN THAT THE SPECIFICATIONS AND DRAWINGS ARE IN ACCORDANCE WITH LAWS AND REGULATIONS, BUT THIS SHALL NOT RELIEVE CONTRACTOR OF CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT DOCUMENTS.

THE CONTRACTOR’S INDEMNITY OBLIGATIONS UNDER THIS ARTICLE SHALL SPECIFICALLY INCLUDE WITHOUT LIMITATION, ALL FINES, PENALTIES, DAMAGES, LIABILITIES, COSTS, EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) AND PUNITIVE DAMAGES (IF ANY) ARISING OUT OF, OR IN CONNECTION WITH, ANY: (I) VIOLATION OF OR FAILURE TO COMPLY WITH ANY LAW, STATUTE, ORDINANCE, RULE, REGULATION, CODE OR REQUIREMENT OF THE WORK BY THE CONTRACTOR, ANY SUBCONTRACTOR OR ANY PERSON OR ENTITY TO WHOM EITHER IS RESPONSIBLE; (II) MEANS, METHODS, TECHNIQUES, PROCEDURES OR SEQUENCES OF EXECUTION OR PERFORMANCE OF THE WORK; AND (III) FAILURE TO SECURE OR PAY FOR ANY PERMITS, FEES, LICENSES, APPROVALS AND INSPECTIONS IT IS REQUIRED TO PROVIDE BY THE CONTRACT DOCUMENTS, OR ANY VIOLATION OF ANY PERMIT OR OTHER APPROVAL OF A PUBLIC AUTHORITY APPLICABLE TO THE WORK, BY THE CONTRACTOR, ANY SUBCONTRACTOR OR ANY PERSON OR ENTITY FOR WHOM EITHER IS RESPONSIBLE.

CONTRACTOR IS SOLELY RESPONSIBLE TO ENSURE THAT ITS EMPLOYEES AND THOSE OF ITS SUBCONTRACTORS AND SUPPLIERS, WHO ARE NOT CITIZENS OF THE UNITED STATES, HOLD ALL DOCUMENTATION REQUIRED UNDER U.S. IMMIGRATION LAW TO LAWFULLY WORK IN THE UNITED STATES. CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS, LCRA, ITS AFFILIATES, THEIR BOARDS OF DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY EXPENSE (INCLUDING ATTORNEYS’ FEES, COURT COSTS AND EXPERT WITNESS FEES), LOSS, FINE, SANCTION, PENALTY, LAWSUIT, JUDGMENT OR OTHER PROCEEDING ARISING IN CONNECTION WITH THE VIOLATION OR ALLEGED

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VIOLATION OF THIS OBLIGATION.

10.10 Taxes. LCRA is an exempt organization as defined by Chapter 11 of the Property Tax Code of Texas and is thereby exempt from payment of Sales Tax under Chapter 151.309, Limited Use Sales, Excise and Use Tax, Texas Tax Code. Contractor shall pay all sales, consumer, use, and other similar taxes required to be paid by Contractor in accordance with the Laws and Regulations of the State of Texas that are applicable during the performance of the Work.

10.11 Limitation on Use of Site and Other Areas. Except as permitted under the next paragraph of this Section, Contractor shall confine construction equipment, the storage of materials and equipment, and the operations of workers to the Site and other areas permitted by Laws and Regulations, and shall not unreasonably encumber the Site and other areas with construction equipment, debris, spoils, or other materials. Contractor shall assume full responsibility to LCRA, other occupants and adjacent landowners for any damage to any such land or area.

Contractor may facilitate its performance under this contract by making any reasonable and necessary agreement between itself and landowners whose real property is adjacent to land owned by or under easement in favor of LCRA, provided that the contractor, in all such instances, must inform each landowner in writing that LCRA is not a party to any agreement made between contractor and the landowner or in any other way responsible for the contractor’s performance. With respect to such agreements made by the contractor, the contractor shall secure written acknowledgement of this limitation from the landowner in a format prescribed by LCRA and provide an original copy thereof to LCRA.

10.12 Indemnity for Damage to Land. TO THE FULLEST EXTENT PERMITTED BY LAWS AND REGULATIONS, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS LCRA, LCRA TRANSMISSION SERVICES CORPORATION AND THEIR OFFICERS, DIRECTORS, AND EMPLOYEES, OF EACH AND ANY OF THEM FROM AND AGAINST ALL CLAIMS, COSTS, LOSSES, AND DAMAGES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS AND OTHER PROFESSIONALS FEES AND ALL COURT OR OTHER DISPUTE RESOLUTION COSTS) ARISING OUT OF OR RELATING TO ANY CLAIM OR ACTION, LEGAL OR EQUITABLE, BROUGHT BY OTHER OCCUPANTS OR ADJACENT LANDOWNERS AGAINST LCRA, LCRA TRANSMISSION SERVICES CORPORATION , OR ANY OTHER PARTY INDEMNIFIED HEREUNDER TO THE EXTENT CAUSED BY OR BASED UPON CONTRACTOR’S PERFORMANCE OF THE WORK OR FAILURE TO PERFORM THE WORK.

10.13 Loading Structures. Contractor shall not load nor permit any part of any structure to be loaded in any manner that will endanger the structure, nor shall Contractor subject any part of the Work or adjacent property to stresses or pressures that will endanger it.

10.14 Record Documents. Contractor shall maintain in a safe place at the Site or other location acceptable to LCRA one record copy of all Drawings, Specifications, Addenda, Written Amendments, Change Orders, Field Orders, and written interpretations and clarifications in

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good order and annotated to show changes made during construction. Contractor shall maintain a set of construction drawings and data sheets that record all field changes including Changes in the Work in red. These drawings and data sheets shall be kept current as the Work progresses. These record documents together with all approved Samples and a counterpart of all approved Shop Drawings will be available to LCRA and the LCRA’s or LCRA’s Representatives for reference during performance of the Work. Prior to Final Completion of the Work, Contractor shall deliver to LCRA the complete set of as-built drawings and data sheets with all changes neatly marked in permanent ink, samples and shop drawings. Title to the as-built drawings shall transfer to LCRA upon delivery to LCRA.

ARTICLE 11- GENERAL SAFETY AND SITE OPERATIONS REQUIREMENTS.

11.1 General. Contractor shall perform all Work required by this Contract in a safe manner consistent with public and worker health. During the course of the Work, the Contractor shall comply with and enforce all laws, rules, regulations and industry practices applicable to worker safety and health. For the avoidance of doubt, the foregoing obligation requires the following at all times:

a. Scope of Health and Safety Requirements. Contractor will manage all Subcontractors on Site and will be accountable for Subcontractor performance with respect to health and safety.

b. Mandatory Health and Safety Conditions. Contractor will continuously meet the following:

i. Training/Qualification – Contractor shall ensure all workers performing Work on Site shall be properly trained and qualified to perform the Work they are expected to perform, and have received the necessary certifications and other credentials necessary to perform the Work, as required.

ii. Safety Orientation – Contractor shall ensure all of its employees and Subcontractors on Site shall attend a safety orientation prior to the start of Work. If any workers fail to attend the initial safety orientation, Contractor shall designate an employee (e.g., Site Manager) to provide the orientation before those workers shall be allowed to start Work. Safety orientation is only required once unless otherwise needed, or scope of Work changes.

iii. Warnings & Barricades. Contractor shall furnish, erect and maintain warning notices, signs, signals, lights, protective guards, enclosures, platforms and other devices as necessary to adequately protect all personnel on Site; including but not limited to employees, Subcontractors, other contractors, LCRA workers and the public.

iv. Personal Protective Equipment (PPE) & Safety Equipment. Contractor shall ensure all contract employees and Subcontractors are trained on and equipped with appropriate PPE and safety equipment (i.e. lanyards, harnesses, monitoring equipment, rescue equipment, fire extinguishers, fire retardant clothing, etc.).

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v. Periodic Inspections. Contractor shall conduct regular health and safety inspections of the Work area(s) and Work being performed. LCRA, or its agent, reserves the right to inspect the Work Site(s) at any time and without prior notice to Contractor.

c. Safety Communications. Contractor shall comply with the following communications standards

i. Safety meetings – Contractor shall ensure that all hazards and protective measures associated with the Work being performed on Site are properly communicated to all personnel on Site. Contractor shall conduct regular health and safety meetings. A copy of the minutes of such meetings shall be submitted to LCRA, upon request. Contractor is responsible for providing an interpreter if necessary to ensure its communications are understood by all workers.

ii. Communications with LCRA – The Construction Manager shall be the point of communication for all safety and health issues arising under this Contract. Contractor shall communicate with the Construction Manager in the event of any of the following conditions:

Contractor shall inform Construction Manager twenty-four (24) hours prior to any activity that could adversely affect a business organization. Examples of these “activities” include but are not limited to welding, painting, fire protection, system maintenance/repair and any activity impacting emergency systems/egress routes. Construction Manager will make all reasonable efforts to inform any parties potentially impacted by the activities.

Contractor shall immediately inform the Construction Manager of all federal, state and local safety inspections, citations and penalties associated with the Work.

Contractor shall immediately notify the Construction Manager by verbal, person to person communication, in the event of any incident that results in a death, serious bodily injury or serious property damage related to any aspect of the Project. Minor incidents and near-misses must be promptly communicated to the Construction Manager.

Contractor shall investigate all incidents resulting in personal injury or illness, property damage, or near-misses to determine the root causes and shall take appropriate action to eliminate such causes. A copy of the final investigation report shall be promptly submitted to the Construction Manager.

d. Coordination with Other Officials – Contractor is fully responsible for coordinating with the proper authorities for moving heavy equipment, location of

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underground utilities, erecting barricades, traffic control and other safety measures, unless otherwise specified.

e. Communications with Media Restricted – Contractor shall not communicate with the media or any other entity without the expressed consent of LCRA.

11.2 SUSPENSION OF WORK AND LIMITATION OF LIABILITY. LCRA RESERVES THE RIGHT THROUGH EITHER THE LCRA AGENT, LCRA PROJECT MANAGER, OR LCRA CONSTRUCTION MANAGER TO SUSPEND ALL OR ANY PORTION OF THE WORK BEING PERFORMED IN VIOLATION OF THESE PROVISIONS. LCRA SHALL NOT BE LIABLE IN CONTRACT, TORT, (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) WARRANTY OR UNDER ANY OTHER LEGAL THEORY FOR JUDGMENTS, DAMAGES, COSTS OR EXPENSES RELATED TO ANY SUSPENSION OR STOPPAGE OF WORK, LOSS OF BUSINESS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH ANY FAILURE ON THE CONTRACTOR’S PART TO ESTABLISH, ENFORCE OR ADEQUATELY MONITOR ITS HEALTH AND SAFETY PROGRAM.

11.3 Preliminary Submittals. Within ten (10) Days after the effective date of the Contract, but no later than mobilization, Contractor shall submit to LCRA Construction Manager for review:

a. A letter designating onsite safety representative for general safety and specific activities; and

b. If applicable, a Site specific safety plan to include plans for specific activities.

11.4 Confined Space Entry. Contractor will perform confined space entries in strict accordance with OSHA 1910.146 Confined Space Standard. All Contractor entries will be performed under the guidelines of the contractor’s confined space program, which should include but not be limited to, all required personnel training, confined space monitoring and evaluation, entry tag system or any personnel protective equipment required by confined space conditions. All entries will be coordinated with LCRA Construction Manager or control room to assure proper isolation and/or de-energizing of the confined space is performed.

ARTICLE 12 - ENVIRONMENTAL.

12.1. Codes and Standards. All design, manufacture, restoration activities, materials, coatings, handling, storage, surface preparation, applications, inspections, dismantlement, removal, abatement, testing, control of generated debris and waste, and its disposal, shall meet or exceed the latest edition (in effect at the time Work is performed) of applicable codes and standards published by the organizations listed below, manufacturer’s instructions for each material supplied, and federal, state and/or local ordinances, whichever shall be more exacting.

a. DOT Department of Transportationb. OSHA Occupational Safety and Health Administrationc. NSC National Safety Council

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d. EPA Environmental Protection Agencye. ANSI American National Standards Institutef. TPWD Texas Parks and Wildlife Departmentg. TCEQ Texas Commission on Environmental Qualityh. TDH Texas Department of Healthi. NFPA National Fire Prevention Agencyj. ASTM American Society for Testing and Materialsk. UL Underwriter’s Laboratoryl. ACGIH American Conference of Governmental Industrial Hygienistsm. NIOSH National Institute of Occupational Safety and Healthn. TXDOT Texas Department of Transportationo. TDLR Texas Department of Licensing and Regulationp. RRCT Railroad Commission of Texasq. TBPG Texas Board of Professional Geoscientistsr. TBPE Texas Board of Professional Engineers

12.2. Permits, Licenses, Authorizations Required. It is the responsibility of the Contractor to identify, obtain and pay for all permits, licenses, or written authorizations, including nationwide and general permits, necessary to complete the Work and comply with all environmental laws and regulations. This includes the development of any plans, procedures or other documents required to comply with the permit, license, or authorization. LCRA shall assist Contractor, when necessary, in obtaining such permits, licenses, or authorizations. Any LCRA action to obtain, or assist in obtaining any permit, license, or written authorizations does not relieve Contractor of the responsibility to identify, obtain, pay and comply for/with other required permits, licenses, or written authorizations, including the identification and compliance with nationwide and general permits. Contractor undertakes to obtain and maintain as applicable for Contractor and/or Contractor’s employees any authorizations, classification, licenses, and/or certification required by applicable federal, state, and/or local laws, regulations, and ordinances and to give notice to LCRA should such authorization, classification, and/or certification terminate. Failure to maintain the requisite authorizations, classifications, licenses, or certifications is a ground for termination for cause.

12.3 Pollution Prevention. Maintaining clean water, air and earth or improving thereon shall be regarded as of prime importance. Contractor shall plan and execute its operations in compliance with all applicable federal, state and local laws and regulations permit requirements and ordinances including LCRA environmental policies and standards concerning control and abatement of water pollution and prevention and control of air pollution. All laws and regulations governing LCRA are incorporated into the Contract for all purposes.

12.4. Environmental Coordinator. Prior to the start of construction, LCRA will designate a person or entity to act as LCRA’s Representative regarding environmental considerations during construction or in case of emergency services, to review and define the Work to be performed and outline strategies and approaches to such Work. Contractor shall assign a qualified person to coordinate response actions and environmental requirements. All workers performing Work on site shall be properly qualified to perform the Work they are expected to perform, and have the necessary certifications, licenses and other credential necessary to perform the Work.

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12.5 Environmental Communications. Contractor shall immediately inform LCRA’s Environmental Coordinator and Construction Manager of all federal, state, and local regulatory inspections, notices, citations, and penalties associated with the Work and any environmental incident that occurs during the performance of the Work that violates any environmental law or regulation. Contractor shall ensure that its employees, Subcontractors and Suppliers are aware of the civil and criminal penalties for failure to comply with environmental laws and regulations.

12.6 Periodic Inspections. To protect the environment and ensure that the environmental requirements of the Contract are being met, LCRA reserves the right to inspect the Work site(s) and any records associated with the Work at any time for environmental compliance.

12.7 Suspension of Work and Limitation of Liability. LCRA reserves the right to suspend all or any portion of the Work being performed in violation of these provisions. LCRA SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR UNDER ANY OTHER LEGAL THEORY FOR JUDGMENTS, DAMAGES, COSTS OR EXPENSES RELATED TO ANY SUSPENSION OR STOPPAGE OF WORK, LOSS OF BUSINESS, OR OTHER SPECIAL INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH ANY FAILURE ON CONTRACTOR’S PART TO ESTABLISH, ENFORCE, OR ADEQUATELY MONITOR ITS ENVIRONMENTAL PROTECTION PROGRAM. LCRA reserves the right to require the Contractor to submit plans and/or a course of action for approval of such plans to correct the violation.

12.8 Resource Protection. Contractor shall continuously comply with the following standards:

a. Air Quality Requirements. Contractor shall not conduct any activities that could impair visibility on any public roadway or otherwise impair traffic conditions. Contractor shall not operate in any manner that could cause a nuisance condition, such as odors or excessive particulates. No debris or surplus materials may be disposed of by burning at the job site or at any other location. This does not preclude the Contractor from disposing of waste at an appropriately authorized and permitted disposal facility which may include incineration as a part of the waste treatment process, if approved by LCRA.

b. Protection of Land Resources. The land resources affected by the Work under this contract shall be preserved in their present condition or be restored to a condition after construction that will appear to be natural and not detract from the appearance of the project. Activities shall be confined to areas defined by the plans and Specifications. If required by federal or state regulations, Contractor shall prepare a stormwater pollution prevention plan and comply with this plan for the duration of the project. If contamination of the surrounding soils by the Contractor’s activities (i.e., spills) has occurred based on LCRA’s determination, LCRA requires that the Contractor report the event immediately to LCRA’s Environmental Coordinator and LCRA Construction Manager. Contractor shall then clean up contamination and properly dispose of waste, and, if determined by

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LCRA, take clearance samples prior to and after performing such activities to ensure impacted areas has been remediated.

c. Protection of Water Resources. No water courses shall be polluted with any construction debris, petroleum products, paints, solvents, cleaners, fuels, surface preparation materials, oils, lubricants, bitumens, calcium chlorides, insecticides, herbicides, or other toxic materials harmful to life. Nor shall Contractor release any pollutants (as defined in Tex. Water Code § 26.001(13)) into water courses without appropriate permit, license, or authorization. Chemical emulsifiers, dispersant, coagulants, or other cleanup compounds shall not be used without prior written approval. It is the responsibility of the Contractor to insure compliance with state and local water quality standards, and conditions of any permits held by LCRA.

d. Protection of Fish and Wildlife. All Work shall be performed and all steps taken to prevent interference or disturbance to fish and wildlife. Water courses or habitat outside the project boundaries which are critical to fish or wildlife shall not be altered or disturbed. LCRA will identify prior to the start of Project any constraints placed on the completion of the Work that is related to endangered or threatened species or their habitat. Constraints may include changes to operation, restricted access during certain seasons and after heavy rains, restrictions on the clearing of certain vegetation to ensure the protection of the resource, and other constraints. When the Work is required within the habitat of species of concern, LCRA may accompany the Contractor as a monitor for the resource being protected.

e. Protection of Cultural Resources. If any buried archeological materials are uncovered during ground-disturbing activities, the Contractor shall cease Work in the immediate area of the discovery and contact LCRA Archeological Services staff. LCRA will assess the find in coordination with the Texas Historical Commission (THC). LCRA and THC will make a determination if avoidance or mitigation measures are required. In the interim, the Contractor may continue the Work in other parts of the project area where no archeological materials are present. Avoidance or mitigation measures that affect the cost or schedule of the Work will be considered a change in the scope of the Work.

12.9 Jobsite Cleanup. Contractor shall keep the jobsite clean throughout the Work, and shall not allow debris to accumulate. Contractor shall (unless specifically required by the emergency response Work) erect and maintain erosion and sediment controls and use other best management practices where necessary to minimize erosion and non-point-source pollution. Upon completion of the Work, Contractor shall remove from the jobsite all tools, equipment and surplus material, temporary structures and sanitary facilities furnished by Contractor and its subcontractors, and shall leave the jobsite clean. Upon completion of the Work, all the existing grounds, property, and facilities adversely affected by the Contractor’s activities shall be repaired to LCRA’s satisfaction. Costs for repair and restoration of any facilities shall be at the Contractors expense unless specifically included in the Work for emergency response. If, at any time, cleanup is delayed because of a dispute between

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Contractor and Subcontractors as to cleanup responsibilities, LCRA may clean up and charge the cost to Contractor.

12.10 Waste Management and Disposal. Contractor shall, in accordance with the Contract Documents and all applicable federal, state and local laws, rules and ordinances, manage, properly dispose of, and/or assist LCRA with disposal of all debris and other wastes resulting from Contractor’s performance of the Work. Class 1 Nonhazardous Wastes and all Hazardous wastes shall be disposed of by LCRA.

a. Contractor shall provide upon request, the following materials and services:

i. Analytical data to properly characterize waste material where process knowledge is not adequate for waste characterization unless the waste was generated as part of the emergency response Work.

ii. When Hazardous Waste is generated, Contractor shall develop a log sheet suitable to LCRA and submit to LCRA a weekly waste balance report. The report will indicate volumes of waste generated and volumes of waste shipped off site.

iii. Contractor shall label and inspect weekly all Hazardous Waste on the Site and record inspections on the log sheet.

iv. Keep all empty drums and containers labeled as EMPTY until used.

v. If Class 2 and/or 3 Nonhazardous Waste is generated: list proposed disposal site, maintain and provide copies of records that reflect types of wastes, amounts, and final disposal sites for the waste. If requested by LCRA, provide waste disposal records.

vi. Package for disposal, by LCRA’s disposal contractor, all Hazardous Waste and Class 1 Nonhazardous Waste generated by acts or processes required by the Work.

vii. If nonhazardous effluent water is generated, Contractor shall provide to LCRA’s Representative the proposed wastewater treatment facility name, its permit limits, and any required pretreatment authorization to discharge.

viii. Upon storage or use of bulk tanks on site that are leased or owned by Contractor, the Contractor shall provide a letter certifying that bulk tanks have been rinsed/cleaned prior to delivery to the job site.

ix. When Hazardous Waste has been placed in any bulk tanks, roll-offs, or any other container, Contractor shall take daily measurements of the volume at the end of day, record on the log sheet, and provide to LCRA Construction Manager upon request.

b. LCRA shall provide the following to the Contractor:

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i. Containers for Hazardous Waste and Class 1 Nonhazardous Waste generated (except for asbestos).

ii. Waste characterization and determination if waste is a special waste or if the waste is generated from an emergency response action included as part of the Work.

iii. Submit requests for special waste approval to Texas Special Waste and Analysis Section for approval to ship and dispose of Class 2 and 3 Nonhazardous Waste.

iv. A decision regarding acceptability of proposed disposal site for class 2 and 3 waste based upon preapproval/audit.

v. Sign as the generator for shipments of Hazardous Waste and Class 1 Nonhazardous Waste; and coordinate with the disposal company; and obtain one-time authorization, if required, from the TCEQ regarding disposal.

c. Contractor shall provide and maintain a current sampling and analysis plan which describes the sampling procedures and analysis for the various waste streams generated that the Contractor is required to characterize.

d. Contractor shall segregate waste containers in staging areas by means of physical separation (berming, diking, etc.) and by waste type (asbestos, lead, etc.). Each container shall be marked with a unique I.D. number which will be used to track the waste from the point of generation to the point of disposal. The Contractor shall also be required to:

i. Protect storage containers from rain and other adverse weather conditions. Prevent rainwater to collect in empty drums and containers.

ii. Provide secondary containment for liquid storage containers. Inspect container storage secondary containment systems weekly and after rain events for accumulated liquids. Remove and containerize accumulated liquids from secondary containment systems within 24 hours of discovery. Manage the accumulated liquids removed from secondary containment systems in the same manner as the waste or material within the storage area.

iii. Stack waste containers no more than two containers high. Maintain a minimum of a 3-ft wide aisle space to allow for inspection of containers and movement of equipment. Container labels shall be clearly visible and legible for inspection. Keep containers closed while in storage unless waste is being added or removed.

iv. Handle waste containers in a manner as to prevent any rupture or leak. Do not repair waste containers if leaking. Transfer contents of the leaking container to a container in good condition.

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d. Contractor shall collect and containerize all uncontaminated waste generated from the Work (e.g., trash, debris, garbage, sanitary waste, and construction waste) in contractor-supplied receptacles unless otherwise specified in the scope of Work. Contractor shall dispose of contractor-generated uncontaminated wastes in accordance with applicable state and local regulations and ordinances governing the management of such wastes.

12.11 Material Segregation and Disposition.

a. The Contractor shall submit to the LCRA Project Manager a weekly materials balance report.

b. Contractor shall recycle scrap metals at an LCRA-approved scrap metal recycler. LCRA retains the right to the salvage value of existing materials. LCRA shall approve and inspect all recycling facilities prior to use. Notification to LCRA Construction Manager concerning recycling facilities should be submitted with the proposal. LCRA will require at least 30 Days to perform verification surveys.

c. The Contractor shall maintain and provide, if requested, to LCRA Construction Manager the following required documentation.

i. Copies of all manifests, bills of lading, trip tickets or any other shipping documents for off-site waste shipments.

ii. Copies of trip ticket (metals) that contain, at a minimum, the following information

Project Name and Contract Number Date Trip Ticket Number Scrap Metal Recycler Name, Address and Phone Number Scrap Metal Recycler Weight Ticket Number Material Type Weight: Gross and Net Truck Number Scrap Metal Recycler Signature Contractor Signature

d. Underground storage of Hazardous Substances is prohibited.

e. Contractor shall limit above-ground storage of oil and petroleum products to 1,320 gallons total capacity at any one time. The Contractor shall provide secondary containment on all above ground storage tanks.

f. Contractor shall Store, handle, and label all containers, tanks, etc. of Hazardous Substances per manufacturers’ recommendations and applicable state and federal regulations. If the Contractor exceeds the 1,320 gallon total capacity at any one time, the Contractor will be required to develop a Spill Prevention

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Control and Countermeasure (SPCC) plan in accordance with the Oil Pollution Act.

12.12 Surplus Material. Unless otherwise directed through written instructions issued by LCRA, Contractor shall promptly remove all excess surplus material from the job Site. Final payment for performance of the Work shall not be due and payable until such materials are removed from the job Site. If surplus materials are not removed from the job Site within thirty (30) Days of completion of the Work, LCRA may dispose of the materials and offset the cost associated with disposal against the unpaid balance of the Contract Price.

12.13 Cleaning Job Site. Contractor shall clean the job Site daily.

12.14 Safety Data Sheets. Throughout the Project, Contractor shall obtain, maintain, securely store update and submit all safety data sheets (SDS) or other hazard communication information required to be available or exchanged between or among employers at the Site in accordance with Laws or Regulations. All MSDS or other hazard information submitted to LCRA or LCRA’s Representatives shall become the property of LCRA upon completion of the Project. No material for which there is an MSDS shall be left on Site after completion without LCRA’s express approval. Upon completion, Contractor shall identify to LCRA all such products remaining on Site, which products must be in the original manufacturer’s container or installed as part of the Work.

12.15 Emergencies. In emergencies imminently imperiling the safety or protection of persons, the Work or property at the Site or adjacent thereto, Contractor is obligated to act to prevent threatened damage, injury, or loss and to mitigate damage or loss to the Work.

a. Contractor shall give LCRA Project Manager prompt notice if Contractor believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby or are required as a result thereof. If LCRA Project Manager determines that a change in the Contract Documents is required because of the action taken by Contractor in response to such an emergency, a Change Order will be issued; otherwise LCRA will not be responsible for Contractor’s emergency action.

b. In the event there is an accident involving injury to an individual on or near the Work, Contractor shall notify LCRA Project Manager and LCRA Construction Manager immediately of the event and shall be responsible for recording the location of the event and the circumstances surrounding the event through photographs, interviewing witnesses, obtaining medical reports and other documentation that describes the event. Copies of such documentation shall be provided to LCRA Project Manager and LCRA Construction Manager for LCRA’s records, within forty-eight (48) hours of the event.

ARTICLE 13 - CONTRACTOR’S GENERAL WARRANTY AND GUARANTEE.

13.1 Contractor warrants and guarantees to LCRA and LCRA Transmission Services Corporation that all Work will be performed in a good and workmanlike manner in accordance with the Contract Documents and will not be Defects. Contractor’s warranty and guarantee

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hereunder commences upon Substantial Completion, but thereafter excludes defects or damage caused by:

a. abuse, modification, or improper maintenance or operation by persons other than Contractor, Subcontractors, Suppliers, or any other individual or entity for whom Contractor is responsible (improper maintenance or operation shall be maintenance or operation which deviates materially from written maintenance and operations manuals and procedures provided to LCRA by Contractor); or

b. normal wear and tear under normal usage.

13.2 Contractor’s obligation to perform and complete the Work in a good and workmanlike manner in accordance with the Contract Documents shall be absolute. None of the following will constitute an acceptance of Work that is not in accordance with the Contract Documents or a release of Contractor’s obligation to perform the Work in accordance with the Contract Documents:

a. observations by LCRA or any of LCRA’s Representatives;

b. recommendation by any of LCRA’s Representatives or payment by LCRA of any progress or final payment;

c. the issuance of a certificate of Substantial Completion by LCRA or any payment related thereto by LCRA;

d. use or occupancy of the Work or any part thereof by LCRA;

e. any acceptance by LCRA or any failure to do so;

f. any review and approval of a submittal;

g. any inspection, test, or approval by others; or

h. any correction of Defects by LCRA.

ARTICLE 14 - INDEMNIFICATION.

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS LCRA, LCRA TRANSMISSION SERVICES CORPORATION, AND THEIR OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, AGENTS, AND OTHER CONTRACTORS AND SUBCONTRACTORS OF EACH AND ANY OF THEM FROM AND AGAINST ALL ALLEGATIONS, CLAIMS, ACTIONS, COSTS, LOSSES, AND DAMAGES FOR PERSONAL INJURY, SICKNESS, DISEASE, OR DEATH, OR INJURY OR DESTRUCTION OF TANGIBLE PROPERTY, INCLUDING THE LOSS OF USE RESULTING THEREFROM (INCLUDING BUT NOT LIMITED TO ALL REASONABLE ATTORNEYS FEES, AND ALL COURT OR OTHER DISPUTE RESOLUTION COSTS) TO THE EXTENT CAUSED BY ANY ACT OR OMISSION OF CONTRACTOR, ANY SUBCONTRACTOR, SUPPLIER, OR INDIVIDUAL OR ENTITY DIRECTLY OR INDIRECTLY

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EMPLOYED BY ANY OF THEM TO PERFORM ANY OF THE WORK OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE UNDER ANY THEORY OF NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT OR STRICT LIABILITY. FOR THE AVOIDANCE OF DOUBT, NOTHING CONTAINED IN THIS SECTION 14(1) IS INTENDED TO OBLIGATE CONTRACTOR TO INDEMNIFY ANY INDEMNITESS FOR THAT INDEMNITEE’S OWN NEGLIGENCE, BREACH OR VIOLATION OF A STATUTE, ORDINANCE, GOVERNMENTAL REGULATION, STANDARD, OR RULE, BREACH OF CONTRACT BY THE INDEMNITEE, ITS AGENT OR EMPLOYEE, OR ANY THIRD PARTY UNDER THE CONTROL OR SUPERVISION OF THE INDEMNITEE.

14.2 IN ANY AND ALL ALLEGATIONS, CLAIMS OR ACTIONS AGAINST LCRA, LCRA TRANSMISSION SERVICES CORPORATION OR ANY OF THEIR RESPECTIVE CONSULTANTS, AGENTS, OFFICERS, DIRECTORS, PARTNERS, OR EMPLOYEES BY ANY EMPLOYEE (OR THE SURVIVOR OR PERSONAL REPRESENTATIVE OF SUCH EMPLOYEE) OF CONTRACTOR, ANY SUBCONTRACTOR, ANY SUPPLIER, OR ANY INDIVIDUAL OR ENTITY DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM TO PERFORM ANY OF THE WORK, OR ANYONE FOR WHOSE ACTS ANY OF THEM MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION UNDER SECTION 14.1) SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION, OR BENEFITS PAYABLE BY OR FOR CONTRACTOR OR ANY SUCH SUBCONTRACTOR, SUPPLIER, OR OTHER INDIVIDUAL OR ENTITY UNDER WORKERS’ COMPENSATION ACTS, DISABILITY BENEFIT ACTS, OR OTHER EMPLOYEE BENEFIT ACTS.

14.3 IN THE EVENT CONTRACTOR FAILS TO FOLLOW LCRA’S DIRECTIVES CONCERNING USE OF THE SITE OR ENGAGES IN OTHER CONDUCT WHICH PROXIMATELY CAUSES DAMAGE TO PROPERTY BASED ON INVERSE CONDEMNATION OR OTHERWISE, THEN AND IN THAT EVENT, CONTRACTOR SHALL INDEMNIFY LCRA AGAINST ALL COSTS RESULTING FROM SUCH CLAIMS.

14.4 IN THE EVENT CONTRACTOR UNREASONABLY DELAYS PROGRESS OF THE WORK BEING DONE BY OTHERS ON THE SITE SO AS TO CAUSE LOSS FOR WHICH LCRA BECOMES LIABLE, THEN CONTRACTOR SHALL INDEMNIFY LCRA FOR SUCH LOSS.

14.5 THE CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS ALL OF THE INDEMNITEES FROM AND AGAINST ANY AND ALL COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) INCURRED BY ANY OF THE INDEMNITEES IN ENFORCING ANY OF THE CONTRACTOR’S DEFENSE, INDEMNITY AND HOLD HARMLESS OBLIGATIONS UNDER THIS CONTRACT.

ARTICLE 15 - OTHER WORK.

15.1 Related Work at Site. LCRA may perform other work related to the Project at the Site by LCRA’s employees, or let other direct contracts therefor, or have other work performed by utility owners. If such other work is not noted in the Contract Documents, then:

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a. Notice thereof will be given to Contractor prior to starting any such other work; and

b. if LCRA and Contractor are unable to agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other work, a Claim may be made therefor as provided in Article 18.

c. Contractor shall afford each other contractor who is a party to such a direct contract and each utility owners (and LCRA, if LCRA is performing the other work with LCRA’s employees) proper and safe access to the Site and a reasonable opportunity for the introduction and storage of materials and equipment and the execution of such other work and shall properly coordinate the Work with theirs. Unless otherwise provided in the Contract Documents, Contractor shall do all cutting, fitting, and patching of the Work that may be required to properly connect or otherwise make its several parts come together and properly integrate with such other work. Contractor shall not endanger any work of others by cutting, excavating, or otherwise altering their work and will only cut or alter their work with the written consent of LCRA Project Manager and LCRA Construction Manager and the others whose work will be affected. Contractor shall promptly indemnify LCRA for all damage caused by Contractor to completed or partially completed construction or to property of LCRA or separate contractors. The duties and responsibilities of Contractor under this Article are for the benefit of such utility owners and other contractors to the extent that there are comparable provisions for the benefit of Contractor in said direct contracts between LCRA and such utility owners and other contractors.

d. If the proper execution or results of any part of Contractor’s Work depends upon work performed by others under this Article, Contractor shall inspect such other work and promptly report to LCRA Construction Manager in writing, with a copy to LCRA’s Representatives, any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the proper execution and results of Contractor’s Work. Contractor’s failure to so report will constitute an acceptance of such other work as fit and proper for integration with Contractor’s Work except for latent defects and deficiencies in such other work.

15.2 Separate Contractors. LCRA shall provide for the coordination of the activities of LCRA’s own forces and those of separate contractors with the Work of Contractor, who shall cooperate with them. Contractor shall participate with all separate contractors and LCRA Project Manager in reviewing their construction schedules when directed to do so. Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by Contractor, separate contractors and LCRA until subsequently revised.

ARTICLE 16 - LCRA’S RESPONSIBILITIES.

16.1 Communications to Contractor. LCRA will designate a person or entity to act as

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LCRA Project Manager during construction in the Statement of Work accompanying each Order. Each Project also will have a LCRA Construction Manager and LCRA Agent specified in the Statement of Work. Except as otherwise provided in the Contract Documents or as otherwise directed by the LCRA Project Manager, LCRA shall issue all communications regarding the Work and performance thereunder to Contractor through the LCRA Project Manager, or his designee. LCRA shall issue all communications regarding these Terms and Conditions, written amendments, change orders and invoice/payment matters to Contractor by the LCRA Agent, with a copy to LCRA Project Manager and LCRA Construction Manager.

16.2 Furnish Materials and Data. LCRA shall promptly furnish any materials and data required of LCRA under the Contract Documents.

16.3 Pay Promptly When Due. LCRA shall make payments to Contractor promptly subject to Ch. 2251 of the Texas Government Code and in accordance with Article 16.

16.4 Lands and Easements; Reports and Tests. LCRA’s duties in respect of providing lands and easements and providing reference points are set forth in Article 7.

16.5 Change Orders. LCRA is obligated to execute Change Orders as provided in Article 4.

16.6 Limitations on LCRA’s Responsibilities. LCRA shall not supervise, direct, or have control or authority over, nor be responsible for, Contractor’s means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs incident thereto, or for any failure of Contractor to comply with Laws and Regulations applicable to the performance of the Work. LCRA will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. Failure or omission of LCRA to discover, or object to or condemn any Defects shall not release Contractor from the obligation to properly and fully perform the Work in accordance with the Contract Documents.

ARTICLE 17 - LCRA REPRESENTATIVES’ STATUS DURING CONSTRUCTION.

17.1 LCRA’s Representatives. LCRA shall assign an LCRA Project Manager for each Project in writing, who will maintain overall Project responsibility at all times the Contractor plans to perform Work. Such person may be changed by Written Notice in the sole discretion of LCRA. LCRA also will designate a LCRA Construction Manager, who shall have general oversight of all ongoing Projects. LCRA also will designate an LCRA Agent. For the avoidance of doubt, only the LCRA Agent can sign a Amendment or Change Order or any document that may affect any Contract Price or Contract Time.

17.2 Clarifications and Interpretations. LCRA Project Manager may determine that written clarifications or interpretations of the requirements of an Order are necessary, consistent with limitations of authority identified in this Article. Such written clarifications or interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents, will be reviewed and approved by the Engineer of Record as necessary, will be recommended by LCRA Project Manager and issued with reasonable promptness by LCRA Construction Manager.

17.3 Limitation on Clarifications and Interpretations. It is understood and agreed by the

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Parties that LCRA’s Project Manager’s authority to issue clarifications and interpretations of the Contract Documents is limited to questions pertaining to ambiguities and discrepancies, if any, contained in the Drawings and Specifications, or other Contract Documents having to do with the design of the project, but is not authorized to issue clarifications or interpretations regarding these General Conditions.

17.4 Authorized Variations in Work. LCRA Construction Manager may authorize minor variations in the Work from the requirements of an Order which do not involve engineering or an adjustment in the Contract Price or the Contract Times and are compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These may be accomplished by a Field Order and will be binding on LCRA and also on Contractor, who shall promptly perform the Work involved.

17.5 Rejecting Defects. LCRA Construction Manager, or LCRA Construction Manager’s designated representative, will have authority to disapprove or reject Defects, or that will not produce a completed Project that conforms to the Contract Documents or that will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents.

17.6 Determination of Payment for Fixed Price Work. LCRA Construction Manager will verify, subject to verification by LCRA’s Project Manager, the actual quantities and classifications of Work performed by Contractor. LCRA Construction Manager will review with Contractor, LCRA Construction Manager’s preliminary determinations on such matters before rendering a written decision thereon (by recommendation of a Application for Payment or otherwise) to LCRA Project Manager. LCRA Construction Manager will make payment recommendation to the LCRA Project Manager.

17.7 Limitations of LCRA’s Representatives’ Authority and Responsibilities. Neither LCRA Construction Manager, nor the LCRA Agent, nor LCRA Engineer of Record, nor LCRA’s Representative, nor LCRA Project Manager’s exercise of authority under this Contract or any decision made by the same in good faith either to exercise or not exercise such authority shall give rise to any duty to Contractor, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or employee or agent of any of them, in contract, tort, or otherwise. For the avoidance of doubt:

a. LCRA’s Representatives will not be responsible for Contractor’s failure to perform the Work in accordance with the Contract Documents. Failure or omission of LCRA’s Representatives to discover, or object to or condemn any Defects shall not release Contractor from the obligation to properly and fully perform the Contract.

b. LCRA’s Representatives will not be responsible for the acts or omissions of Contractor or of any Subcontractor, any Supplier, or of any other individual or entity performing any of the Work.

c. LCRA Project Manager’s review of the final Application for Payment and accompanying documentation and all maintenance and operating instructions,

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schedules, guarantees, Bonds, certificates of inspection, tests and approvals, and other documentation required to be delivered by Section 22.4(a) will only be to determine generally that their content complies in all material respects with the requirements of (and in the case of certificates of inspections, tests, and approvals that the results certified indicate compliance with) the Contract Documents.

ARTICLE 18 - CLAIMS.

18.1 General. All Claims in question between LCRA and Contractor arising out of or relating to the Contract Documents (including the Work to be performed thereunder) or breach thereof (except for Claims that have been waived by the making or acceptance of final payment as provided by Section 22.6), or other occurrences or events, shall be made in accordance with this Article.

18.2 Claim Filing, Notice. Claims shall be presented in writing to the LCRA Agent if filed by Contractor, and to Contractor’s Superintendent, if filed by LCRA. Claims shall state the following:

a. The specific contractual provision, if any, under which the Claim is being asserted;

b. A concise statement of the facts supporting the Claim;

c. The specific type of relief or amount of money sought for each element of Contractor’s claim; and

d. An affidavit signed by claimant’s authorized representative affirming the truth and accuracy of the facts.

18.3 Deadline. Any Claim for damages by Contractor (regardless of the reason therefor) shall be made not later than 90 (ninety days) after the occurrence of the event or condition giving rise to such claim. The failure to make any such claim in writing and within the time limits established by this paragraph (time being of the essence) shall mean that the claim has been waived by the Contractor, and that the Contractor shall be precluded from any recovery of any kind in connection with the occurrence or condition giving rise to said claim and that the Contractor shall perform all Work required by or in connection with any such event or condition without any increase in the Contract Price and/or any other increase in compensation or other damages of any kind or nature. In the case of a continuing cause of delay, only one claim is necessary. .

18.4 Suspension. Contractor may not on its own initiative suspend the Work during the resolution of a Claim.

18.5 Claim Resolution. Claims shall be ruled on not later than thirty (30) Days after receipt. If a Claim is denied, the Parties shall meet within seven (7) Days after issuance of the denial, unless otherwise agreed, to discuss the Claim and the reason for the denial of relief requested. The recipient of the Claim shall have ten (10) Days (the “Reconsideration Period”) after the

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conclusion of such meeting to reconsider its ruling and any settlement offers presented by the claimant. If the claimant is not satisfied with the ruling issued by the other Party, the claimant may, not sooner than thirty (30) Days after expiration of the Reconsideration Period, request Alternative Dispute Resolution pursuant to Article 24. All time limits contained herein may be modified by the Parties by Agreement.

18.6 No Adjustment. No Claim for an adjustment in Contract Price or Contract Times will be valid if not submitted in accordance with this Article 18 and Article 4.

ARTICLE 19 - FIXED PRICE WORK ; TIME AND MATERIALS WORK .

19.1 Fixed Price Work. Where the Order provides for Fixed Price Work to be completed for all or part of the Work, the Contract Price will be the Fixed Price determined under Article 5. The Unit Prices derived for the Fixed Price Work will be used for Applications for Payments under the Fixed Price Work. Unless a Change Order has been executed by the Parties, the Contract Price for Fixed Price Work will be limited to the Fixed Price agreed to by the Parties in the Contract Documents. In no event shall Contractor be entitled to any additional fees, compensation or payment for completion of the Work unless the Parties agree to a Change Order in accordance with Article 4.

19.2 Time, Equipment and Material Work.

a. Time, Equipment and Material Included. The term “Time, Equipment and Material” means the sum of all time necessarily incurred by Contractor in the proper performance of the Work multiplied by the Time, Equipment and Material Rates at the time the original Order was approved. When the value of any Work covered by a Change Order or when a Claim for an adjustment in Contract Price is determined on the basis of Time, Equipment and Material, the costs to be reimbursed to Contractor will be only those additional or incremental costs required because of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to in writing by LCRA, such costs shall be based on the Time, Equipment and Material Rates.

i. Time, Equipment and Material Rates will be paid only for actual Work completed on Site – not for storage or down time. Costs shall be inclusive of delivery, pickup, preventative and downed maintenance, greases and lubrication, fuels, parts, and all upkeep costs associated with equipment operations.

ii. LCRA requires an equipment and labor estimate prior to the start of any Time, Equipment and Material Work broken out to the categories provided in the Time, Equipment and Material Rates in Exhibit D.

iii. LCRA has the right to choose the rate (daily, weekly, or monthly) to be applied for the Work completed.

b. Time, Equipment and Material Excluded. Work performed under any Time, Equipment and Material arrangement shall not allow any additional payment for

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any of the following items (all of which are covered in the Time, Equipment and Material Rates):

i. Payroll costs and other compensation of Contractor’s officers, executives, principals (of partnerships and sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by Contractor, whether at the Site or in Contractor’s principal or branch office for general administration of the Work and not specifically included in the agreed upon schedule of job classifications referred to in Article 13, all of which are to be considered administrative costs covered by the Contractor’s fee.

ii. Expenses of Contractor’s principal and branch offices other than Contractor’s office at the Site.

iii. Any part of Contractor’s capital expenses, including interest on Contractor’s capital employed for the Work and charges against Contractor for delinquent payments.

iv. Costs due to the willful misconduct and negligence, in whole or in part, of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of Defects, disposal of materials or equipment wrongly supplied, and making good any damage to property.

v. Other overhead or general expense costs of any kind and the costs of any item not specifically and expressly included in Sections 5.3, 5.4 and 19.1(a).

vi. Delivery, pickup, preventative and downed maintenance, greases and lubrication, fuels, parts, equipment required to do maintenance or repair, and all upkeep costs associated with equipment operations

vii. Labor and equipment rates for equipment not actually working on site or in storage.

c. Documentation. Whenever the Time, Equipment and Material for any purpose is to be determined pursuant to Section 5.3 or 5.4., Contractor will establish and maintain records thereof in accordance with generally accepted accounting practices and submit in a form acceptable to LCRA an itemized cost breakdown together with supporting data. Field reports accounting for labor, material, and equipment Work will be acknowledged daily by the LCRA Construction Manager (or a designee authorized in writing by LCRA Construction Manager) and copies of this acknowledgement provided as backup for any payment request. Acknowledgement by LCRA’s Project Management in no way approves payment for the actual Work completed and only serves as validation that a quantity of labor, equipment, and or material was used to complete a task.

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d. Emergency Response. When Time, Equipment and Material Work is completed under a Notice of Emergency, then the Time, Equipment and Material costs delineated in Exhibit d shall be used. All other provisions of this Article 19 shall apply to the same.

e. Not to exceed. All Time, Equipment and Material Projects shall be subject to an amount not to exceed, which shall be agreed upon in writing by LCRA and Contractor. In no event shall the Contract Price exceed the not-to-exceed amount unless a duly authorized Change Order provides for a Contract Price change.

ARTICLE 20 - TESTS AND INSPECTIONS; CORRECTION, REMOVAL AND ACCEPTANCE OF NON-CONFORMING WORK.

20.1 Notice of Defects. Prompt notice of all Defects of which LCRA has actual knowledge will be given to Contractor. All Defects may be rejected, corrected, and accepted as provided in this Article.

20.2 Access to Work. LCRA and LCRA’s Representatives, independent testing laboratories, and governmental agencies with jurisdictional interests will have access to the Site and the Work at reasonable times for the purpose of observation, inspection, and tests. Contractor shall provide them proper and safe conditions for such access and advise them of Contractor’s Site safety procedures and programs so that they may comply therewith as applicable.

20.3 Tests and Inspections. Contractor shall employ and pay for the services of an independent testing laboratory to perform all inspections and tests required by the Specification. All testing laboratories shall meet the requirements of the Specifications.

20.4 LCRA May Stop the Work. If the Work contains Defects, Contractor fails to supply sufficient skilled workers or suitable materials or equipment, or fails to perform the Work in such a way that the completed Work will conform to the Contract Documents, LCRA may order Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of LCRA to stop the Work shall not give rise to any duty on the part of LCRA to exercise this right for the benefit of Contractor, any Subcontractor, any Supplier, any other individual or entity, or any surety for, or employee or agent of any of them and LCRA shall not be liable for any results for stopping the Work.

20.5 Persistent or Repeated Failure to Correct Defects. If Contractor persistently submit a satisfactory plan to remedy the Defects and an Updated Project Schedule, or fails to correct the Defects LCRA may, in addition to the remedy provided under Section 20.4 take any other remedial action permitted by this Contract up to and including termination. A notice to stop the Work, based on defects, shall not entitle Contractor to any extension of the Contract Times or be the basis for a valid Claim for a change in the Contract Time of the Contract Price.

20.6 Correction or Removal of Defects. Contractor shall correct all Defects, whether or not fabricated, installed, or completed, or, if the Work has been rejected by LCRA, remove it from the Project and replace it with Work that is not Defects. Contractor shall pay all claims, costs,

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losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) arising out of or relating to such correction or removal (including but not limited to all costs of repair or replacement of work of others).

20.7 Correction Period. Contractor shall promptly, without cost to LCRA, and in accordance with LCRA’s written instructions:

a. Repair prior to Final Completion any damages to the land or areas made available for Contractor’s use by LCRA or permitted by Laws and Regulations;

b. Correct prior to Substantial Completion Defects or, if the Defects have been rejected by LCRA, remove the defective Work from the Project and replace it with Work that is not defective; and

c. Following Substantial Completion, satisfactorily correct, repair, or remove and replace any damage to the Work, to the work of others or other land or areas resulting therefrom for one year after the date of Substantial Completion or such longer period of time as may be prescribed by Laws or Regulations or by the terms of any applicable warranty or guarantee required by the Contract Documents. If Contractor does not promptly comply with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, LCRA may have the Defects corrected or repaired or may have the rejected Work removed and replaced, and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals and all court or other dispute resolution costs) arising out of or relating to such correction or repair or such removal and replacement (including but not limited to all costs of repair or replacement of work of others) shall be paid by Contractor within thirty (30) Days of written demand therefor by LCRA.

d. In special circumstances where a particular item of equipment is placed in continuous service before Substantial Completion of all the Work, the correction period for that item may start to run from an earlier date if so provided in the Specifications, a Change Order or an Amendment.

e. Where Defects (and damage to other Work resulting therefrom) has been corrected or removed and replaced under this Article, the correction period hereunder with respect to such Work will be extended for an additional period of one year after such correction or removal and replacement has been satisfactorily completed.

f. Contractor’s obligations under this Article are in addition to any other obligation or warranty. The provisions of this Article shall not be construed as a substitute for, or a waiver of, the provisions of any applicable statute of limitation or repose.

20.8 Acceptance of Non-Conforming Work. If LCRA prefers to accept non-conforming Work instead of requiring correction or removal and replacement, it may do so. Contractor

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shall pay LCRA all claims, costs, losses, and damages (including but not limited to all fees and charges of LCRA’s Representatives, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) attributable to LCRA’s evaluation of and determination to accept such Defects and the diminished value of the Work to the extent not otherwise paid by Contractor pursuant to this sentence. If any such acceptance occurs prior to LCRA Agent’s recommendation of final payment, a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work, and LCRA shall be entitled to an appropriate decrease in the Contract Price, reflecting the costs, claims, damages and losses attributable to acceptance of Defects. If the Parties are unable to agree as to the amount thereof, LCRA may make a Claim therefor as provided in Article 18. If the acceptance occurs after such recommendation, Contractor will pay an appropriate amount to LCRA.

20.9 LCRA May Correct Non-conforming Work. If Contractor fails after notice from LCRA to correct Defects or to remove and replace rejected Work as required by LCRA in accordance with this Article, or if Contractor fails to perform the Work in accordance with the Contract Documents, or if Contractor fails to comply with any other provision of the Contract Documents, LCRA may, after seven (7) Calendar Days notice to Contractor, correct and remedy any such Defect using its own or other forces without affecting Contractor’s warranty obligations.

20.10 Exercising Rights. In exercising the rights and remedies under this Article, LCRA shall proceed expeditiously. In connection with such corrective and remedial action, LCRA may exclude Contractor from all or part of the Site, take possession of all or part of the Work and suspend Contractor’s services related thereto, take possession of Contractor’s tools, appliances, construction equipment and machinery at the Site, and incorporate in the Work all materials and equipment stored at the Site or for which LCRA has paid Contractor but which are stored elsewhere. Contractor shall allow LCRA, LCRA Project Manager, agents and employees, LCRA’s and other contractors, access to the Site and such other locations where material and/or equipment paid for by LCRA may be stored to enable LCRA to exercise the rights and remedies under this Article.

20.11 Costs. All Claims, costs, losses, and damages, including reasonable attorneys’ fees and all court or other dispute resolution costs incurred or sustained by LCRA in exercising the rights and remedies under this Article will be charged against Contractor, and a Change Order will be issued incorporating the necessary revisions in the Contract Documents with respect to the Work; and LCRA shall be entitled to an appropriate decrease in the Contract Price. If the Parties are unable to agree as to the amount of the adjustment, LCRA may make a Claim therefor as provided in Article 18. Such claims, costs, losses and damages will include but not be limited to all costs of repair, or replacement of work of others destroyed or damaged by correction, removal, or replacement of Contractor’s Defects.

20.12 No Increases. Contractor shall not be allowed an extension of the Contract Times, the Contract Price or claims of damage because of any delay in the performance of the Work attributable to the exercise by LCRA of LCRA’s rights and remedies under this Article.

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ARTICLE 21- PAYMENTS.

21.1 General. All payments to be made by LCRA hereunder and under each Order are subject to Ch. 2251 of the Texas Government Code, popularly known as the Prompt Payment Act. Interest on late payments shall be computed in accordance with section 2251.025 of the Texas Government Code. Monthly invoices for each Order will be accepted by LCRA on or before the 10th day of each month for the previous month*. All monthly invoices must be submitted with a complete Application for Payment Form (Exhibit I), Updated Project Schedule as delineated in Article 6., updated number of Units completed (for Fixed Price Contracts), labor records (for Time, Equipment and Material Projects), equipment rental invoices (for Time, Equipment and Material Projects) and any other information LCRA reasonable requests. LCRA shall pay Contractor after review and acceptance of Contractor’s monthly invoice, provided that Defects and other deficiencies, if any, have been corrected. Payment shall be made within thirty (30) Days following LCRA’s receipt of a proper invoice. In no way shall payment by LCRA indicate an acceptance of the Work and in no way shall waive LCRA’s right to request changes if later discrepancies are found through audits or other means.

21.2 Retainage. LCRA will pay Contractor the total amount of each invoice, less five percent (5%) of amount thereof, which five percent (5%) will be retained until final payment becomes due, less all previous payments and less all sums that may be retained by LCRA under the terms of the Contract. In the event of Contractor’s non-performance, including without limitation non-delivery or delayed delivery, LCRA may offset against the retainage any liquidated damages or other applicable damages to which it is entitled before making final payment.

21.3 Withholding. In addition to retainage, LCRA may withhold payments to protect itself from deficiencies, loss or third party claims on account of:

e. Defects not remedied;

f. Claims filed or evidence indicating likely filing of claims, including any claims by Contractor’s lending institution that may affect this Contract;

g. Failure of Contractor or any of its subcontractors, regardless of tier, to make proper payment to subcontractors, workers, equipment and material suppliers or shippers;

h. Injury or damage to another contractor, to LCRA or to a third party;

i. Setoffs or counterclaims arising out of this or any other of LCRA’s contracts with Contractor;

j. A violation of or failure to comply with laws or regulations; or

k. A material default.

21.4 Partial Payments. LCRA shall pay Contractor the undisputed amount of the

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Contractor’s invoice. Should the whole or part of any invoice be withheld, LCRA will identify to Contractor in writing the reasons for such withholding. When the above reasons for withholding payment are removed, Contractor shall resubmit an invoice for the unpaid balance. When any deficiencies are remedied, LCRA shall pay the amounts withheld, minus any expenses incurred by LCRA in connection with remedying the deficiencies.

21.5 Invoices. Invoices under this Agreement shall be emailed to: invoice@lcra.org

ARTICLE 22 - COMPLETION.

22.1 Substantial Completion. When Contractor considers the entire Work ready to be energized, Contractor shall notify LCRA in writing that the entire Work is substantially complete (except for items specifically listed by Contractor as incomplete) and request that LCRA inspect the Work. Promptly thereafter, the LCRA Engineer of Record, LCRA Project Manager and LCRA Construction Manager and Contractor shall jointly make an inspection of the Work to determine the status of completion. If LCRA does not consider the Work substantially complete, LCRA will notify Contractor in writing giving the reasons therefor. If LCRA considers the Work substantially complete, LCRA Project Manager will develop a Certificate of Substantial Completion which shall fix the date of Substantial Completion, shall include a final punch list of items to be completed or Defects to be corrected prior to final payment and establish the time within which Contractor shall finish the punch list, and shall include a written recommendation as to division of responsibilities pending final payment between LCRA and Contractor with respect to security, operation, safety, maintenance, heat, utilities, insurance and warranties and guarantees. Failure to include an item on the punch list does not alter the responsibility of Contractor to complete all Work in accordance with the Contract Documents. The certificate of Substantial Completion shall be signed by LCRA and Contractor to evidence acceptance including the responsibilities assigned to each in such certificate. LCRA shall have the right to exclude Contractor from the Site after the date of Substantial Completion, but LCRA shall allow Contractor reasonable access to complete or correct items on the punch list.

22.2 Partial Utilization. Use by LCRA, at LCRA’s sole option, of any substantially completed part of the Work which has specifically been identified in the Order, or which LCRA, LCRA’s Representatives, and Contractor agree constitutes a separately functioning and usable part of the Work that can be used by LCRA for its intended purpose without significant interference with Contractor’s performance of the remainder of the Work, may be accomplished prior to Substantial Completion of all the Work as follows:

a. LCRA at any time may request Contractor in writing to permit LCRA to use any such part of the Work which LCRA believes to be ready for its intended use and substantially complete. If Contractor agrees that such part of the Work is substantially complete, Contractor will certify to LCRA, and LCRA’s Representatives that such part of the Work is Substantially Complete and request that LCRA Construction Manager issue a notice specifying what portion of the Work is substantially complete for the purpose of payment and what Work remains to be done on the portion being accepted; and

b. The provisions of Section 22.1 will apply with respect to the notice specifying

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what portion of the Work is partially completed for the purpose of payment and what Work remains to be done on the portion being accepted.

22.3 Final Inspection. Upon Written Notice from Contractor that the entire Work or an agreed portion thereof is complete, Contractor, LCRA, and LCRA’s Representatives will promptly make a final inspection of the Work. LCRA Construction Manager will notify Contractor in writing of all particulars in which this inspection reveals that the Work is incomplete or contains Defects. Contractor shall immediately take such measures as are necessary to complete such Work or remedy such deficiencies.

22.4 Final Payment. Final payment shall not be due until the requirements of this paragraph are fully met.

a. Final Application for Payment. After Contractor has, in the opinion of LCRA satisfactorily completed all corrections identified during the final inspection, removed all surplus materials from the Site and has delivered, in accordance with the Contract Documents, (i) the as-built drawings (ii) a final invoice marked as the “Final Invoice,” (iii) the Certificate of Final Inspection and any other documents and documentation required by the Contract Documents, Contractor may make application for final payment following the procedure for progress payments. Contractor must as part of its Application for Final Payment furnish receipts or releases in full and an affidavit of Contractor that: (i) the releases and receipts include all labor, services, material, and equipment for which a Lien could be filed; and (ii) all payrolls, material, labor and equipment bills, and other indebtedness connected with the Work for which LCRA or LCRA’s property might in any way be responsible have been paid or otherwise satisfied. If any Subcontractor or Supplier fails to furnish such a release or receipt in full, Contractor must furnish a bond or other collateral satisfactory to LCRA to indemnify LCRA against any Lien.

b. Review of Application and Acceptance. If, on the basis of LCRA, and LCRA’s Representatives, observation of the Work during construction and final inspec-tion, and LCRA, and LCRA’s Representatives review of the Final Application for Payment (Exhibit I) and accompanying documentation, LCRA, and LCRA’s Representatives is satisfied that the Work has been completed and Contractor’s other obligations under the Contract Documents have been fulfilled, LCRA’s Representatives will indicate a recommendation of payment and present the Application for Payment to LCRA Accounts Payable for payment. Otherwise, LCRA’s Representatives will return the application to Contractor, indicating the reasons for refusing final payment, in which case Contractor shall make the necessary corrections and resubmit the Application. Once LCRA’s Representatives are satisfied that the Work has been completed in accordance with the contract documents, the LCRA will, subject to Article 16.A., Reduction in Payment, pay to Contractor the balance due Contractor under the terms of the Contract.

c. Final Payment. Final payment is considered to have taken place when

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Contractor receives LCRA’s final payment check through Electronic Funds Transfer or otherwise.

22.5 Preservation of Records. Contractor shall maintain accurate records and books of account during the performance of the Contract and for a period of at least two (2) years after Final Completion in conformity with generally accepted accounting principles. At reasonable times upon notice from LCRA, Contractor shall make all facilities, records, books of account, and supporting data available to LCRA for inspection and audit as are needed to verify compliance with these Terms and Conditions of the Contract. Within forty-five (45) Days of Final Completion, Contractor will provide LCRA Agent with a project performance summary that includes the final Gross Operating Margin for LCRA informational purposes only.

22.6 Waiver of Claims. The making of final payment will constitute:

a. a waiver of all Claims by LCRA against Contractor, except Claims arising from unsettled Liens, from Defects appearing after final inspection, from failure to comply with the Contract Documents or the terms of any special guarantees specified therein, or from Contractor’s continuing obligations under the Contract Documents; and

b. waiver of all Claims by Contractor against LCRA other than those previously made in writing which are still unsettled.

22.7 Amounts Payable to LCRA by Contractor. If LCRA is entitled to reimbursement or any payment from the Contractor pursuant to the Contract Documents, such payment shall be made within thirty (30) Days of demand therefor by LCRA. Invoices paid more than thirty (30) Days after the invoice is received are subject to a late charge of 1% per month (12% APR) on the amount of the undisputed past due balance. Notwithstanding anything contained in the Contract Documents to the contrary, if Contractor fails to promptly make any payment due to LCRA, of if LCRA incurs any costs and/or expenses to cure any default of the Contractor or to correct Defects, LCRA shall have an absolute right to offset such amount against the Contract Price and may, in LCRA’s sole discretion, elect to either (i) deduct an amount equal to that which LCRA is entitled from any payment then or thereafter due the Contractor from LCRA, or (ii) issue a Written Notice to the Contractor reducing the Contract Price by an amount to that which LCRA is entitled.

ARTICLE 23 - SUSPENSION OF WORK AND TERMINATION.

23.1 LCRA May Suspend Work. At any time and without cause, LCRA may suspend the Work or any portion thereof for a period of not more than ninety (90) consecutive Days by notice in writing to the Contractor which will fix the date on which Work will be resumed. Contractor shall resume the Work on the date so fixed, unless otherwise notified in writing by LCRA. Contractor shall be allowed an adjustment in the Contract Price or an extension of the Contract Times, or both, directly attributable to any such suspension if Contractor makes a Claim therefor as provided in and to the extent allowed by Article 18.

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23.2 LCRA May Terminate for Cause. The occurrence of any one or more of the following events will constitute an event of default:

l. Contractor’s failure to perform the Work in accordance with the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment or failure to adhere to the Project Schedule established under Article 6 and as adjusted from time to time pursuant to Article 4;

m. Contractor’s disregard of Laws or Regulations of any public body having jurisdic-tion;

n. Contractor’s disregard of the authority of LCRA’s Representatives;

o. Contractor’s violation in any material way of any provisions of the Contract Docu-ments;

p. Failure of Contractor to pay Subcontractors and/or material Suppliers; or

q. Contractor’s violation of the ethics provisions herein.

23.3. Termination Procedures. If one or more of the events identified in Section 23.2 occur, LCRA may terminate this Contract, a Order, or a portion of a Project, if after giving Contractor (and the surety, if any) seven (7) Days Written Notice, unless such event of default shall have been cured. LCRA, at its option, may proceed with negotiation with surety for completion of the Work. LCRA may, under these circumstances, exclude Contractor from the Site(s), and take possession of the Work, incorporate in the Work all materials and equipment stored at the Site or for which LCRA has paid Contractor but which are stored elsewhere, and finish the Work as LCRA may deem expedient. In such case, Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Price exceeds the cost to LCRA to complete the Work, including without limitation, all claims, costs, losses, and damages (including but not limited to all fees and charges of LCRA’s Representatives, architects, attorneys, and other professionals and all court or arbitration or other dispute resolution costs) sustained by LCRA arising out of or relating to completing the Work, such excess will be paid to Contractor. If such costs to complete the Work, including without limitation, claims, costs, losses, and damages exceed such unpaid balance, Contractor or surety shall pay the difference to LCRA within thirty (30) Days of LCRA’s demand therefor. When exercising any rights or remedies under this Article LCRA shall not be required to obtain the lowest price for the Work performed.

23.4 Preservation of Remedies. Where Contractor’s services have been so terminated by LCRA, the termination will not affect any rights or remedies of LCRA against Contractor or surety then existing or which may thereafter accrue. Any retention or payment of moneys due Contractor by LCRA will not release Contractor or the surety from liability.

23.5 LCRA May Terminate For Convenience. Upon seven (7) Days Written Notice to Contractor, LCRA may, without cause and without prejudice to any other right or remedy of LCRA, elect to terminate this Contract, an Order for a Project issued under this Contract, or a

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portion within a Project. In such case, Contractor shall immediately stop ongoing Work relating to the termination, take such action that is reasonably necessary to secure and protect the affected Work and the Site, terminate all subcontracts, and material, labor and equipment orders regarding the terminated Work, and promptly be paid (without duplication of any items) for the terminated Work:

a. for completed and acceptable Work executed in accordance with the Contract Documents prior to the effective date of termination, including fair and reasonable sums for overhead and profit on such Work;

b. for direct costs sustained by Contractor prior to the effective date of termination in performing services and furnishing labor, materials, or equipment as required by the Contract Documents in connection with uncompleted Work, plus fair and reasonable sums for overhead and profit on such expenses;

c. for all costs, losses, and damages (including but not limited to all fees and charges of engineers and architects) incurred in settlement of terminated contracts with Subcontractors, Suppliers, and others; provided, however, Contractor shall, in all such contracts, retain the right of termination for convenience; and

d. for reasonable expenses directly attributable to termination.

Contractor agrees to negotiate in good faith with Subcontractors, Suppliers and others to mitigate LCRA’s cost. PAYMENT FOR ITEMS (A) THROUGH (D) OF THIS SECTION SHALL BE CONTRACTOR’S EXCLUSIVE REMEDY AND CONTRACTOR SHALL NOT BE PAID SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM TERMINATION, LOSS OF ANTICIPATED PROFITS OR REVENUE, OR OTHER ECONOMIC LOSSES RESULTING FROM SUCH TERMINATION. For the avoidance of doubt, if a termination fro cause by LCRA is ever determined to have been wrongful, it shall be converted automatically to a termination for convenience under Section 23.2 without the need for any other action by either Party.

23.6 Payment following Termination for Convenience. If LCRA terminates for convenience, any further payment to the Contractor shall be made in accordance with the Final Payment provisions of Article 22.

23.7 Contractor May Stop Work or Terminate. If, through no act or fault of Contractor, the Work on a Project is suspended for more than ninety (90) consecutive Days by LCRA or under an order of court or other public authority, or LCRA Project Manager fails to forward for processing any mutually acceptable Application for Payment within thirty (30) Days after it is submitted, or LCRA fails for sixty (60) Days after receipt of an acceptable Application for Payment to pay Contractor any sum finally determined by LCRA to be due, then Contractor may, upon seven (7) Days Written Notice to LCRA and, and provided LCRA does not remedy such suspension or failure within that time, terminate the Project and recover from LCRA payment on the same terms as provided in Section 23.5. In lieu of terminating the Project, and without prejudice to any other right or remedy, if LCRA Project Manager has failed to forward

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for processing any mutually acceptable Application for Payment within thirty (30) Days after it is submitted, or (except during disputes) LCRA has failed for sixty (60) Days after receipt of an acceptable Application for Payment to pay Contractor any sum finally determined by LCRA to be due, Contractor may, seven (7) Days after Written Notice to LCRA and LCRA’s Representatives, stop the Work until payment is made of all such amounts due Contractor, including interest thereon. The provisions of this Article are not intended to preclude Contractor from making a Claim under Section 18. for an adjustment in Contract Price or Contract Times nor otherwise for expenses or damage directly attributable to Contractor’s stopping the Work as permitted by this Article.

ARTICLE 24. ALTERNATIVE DISPUTE RESOLUTION.

24.1 Methods and Procedures. If a dispute exists concerning a Claim, the Parties agree to use the following procedure prior to pursuing any other available remedies. LCRA reserves the right to require joinder of any and all Subcontractors and material Suppliers, and any other party with a pecuniary interest in the outcome of the dispute.

24.2 Negotiating with Previously Uninvolved Personnel. Either Party may make a written request for a meeting to be held between representatives of each Party within fourteen (14) Days of the request or such later period that the Parties may agree to. Each Party shall endeavor to include, at a minimum, one (1) previously uninvolved senior-level decision-maker duly authorized to negotiate and extend settlement offers on behalf of their respective organizations. The purpose of this and any subsequent meetings will be good faith negotiations of the matters constituting the dispute. Negotiations shall be concluded within thirty (30) Days of the first meeting, unless mutually agreed otherwise. This step may be waived by a written agreement signed by both Parties, in which event the Parties may proceed directly to mediation as described below.

24.3 Mediation. The Parties agree that if the dispute is not resolved under Section 24.2 and prior to the initiation of any litigation, the Parties will voluntarily submit the dispute to a mediator selected by the Parties as though it were referred through the operation of the Texas Alternative Dispute Resolution Procedures Act, Title 7, Chapter 154, TEX. CIV. PRAC. & REM. ANN., (Vernon’s 1986). No record, evidence, statement or declaration resulting from or in connection with such alternate dispute resolution procedure may be used in evidence in subsequent litigation except to demonstrate that this Article has been complied with in good faith by a Party. Contractor shall proceed diligently with performance of the Contract, pending final resolution of any request for relief, claim, appeal, or action arising under the Contract.

24.4 Continuing the Work. Contractor shall carry on the Work and adhere to the Project Schedule during all disputes or disagreements with LCRA. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as permitted by Sections 11.2 and 23.5 or as LCRA and Contractor may otherwise agree in writing.

ARTICLE 25. MISCELLANEOUS.

25.1 Giving Notice. Whenever any provision of the Contract Documents requires the giving

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of Written Notice, it will be deemed to have been validly given if delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. Either Party may change its address or the person to be notified by giving the other Party Written Notice of the change. All notices or other communications required under this Contract may be made in writing and sent either by mail, email, or fax to the other Party.

LCRA: Seller:Doug BrownSenior Category Manager andLCRA AgentLower Colorado River AuthoritySupply Management - S2133700 Lake Austin BlvdAustin, TX 78703Fax No. 512-473-4037Email: douglas.brown@lcra.org Email:

25.2 Computation of Times. When any period of time is referred to in the Contract Documents by days, it will be computed to exclude the first and include the last day of such period. If the last day of any such period falls on a Saturday or Sunday or on an LCRA recognized or mutually agreed upon holiday, such day will be omitted from the computation.

25.3 Cumulative Remedies. The duties and obligations imposed by these Terms and Conditions and the rights and remedies available hereunder to the Parties hereto are in addition to, and are not to be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by Laws or Regula-tions, by special warranty or guarantee, or by other provisions of the Contract Documents, and the provisions of this Section will be as effective as if repeated specifically in the Contract Documents in connection with each particular duty, obligation, right, and remedy to which they apply.

25.4 Survival of Obligations. All representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with the Contract Documents, as well as all continuing obligations indicated in the Contract Documents, will survive final payment, completion, and acceptance of the Work or termination or completion of the Contract.

25.5 Assignment, Delegation & Subletting. Attempted assignment, delegation or subletting of this Contract or Contractor’s obligations under the Contract without the written consent of LCRA shall be void; provided, however, LCRA may assign its rights and/or delegate its obligations under this Contract to an LCRA Affiliate. Subject to the foregoing, this Contract shall bind and inure to the benefit of the Parties and their successors and assigns. This provision does not prohibit Contractor from engaging the Subcontractors listed in the Proposal that have been approved by LCRA. Nothing contained in this Contract or in Contractor’s subcontracts shall create a contractual relationship between LCRA and any Subcontractor, Supplier or worker. If Contractor assigns payment rights under this Contract, all claims for

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moneys due or to become due from LCRA shall be subject to deduction by LCRA for any set-off or counterclaim arising out of this or any other of LCRA’s contracts with Contractor, whether the set-off or counterclaim arose before or after the assignment

25.6 Construction of Terms, Choice of Law & Jurisdiction. Although the initial General Conditions have been drafted by LCRA, Contractor has had the opportunity to express exceptions and clarifications and to negotiate mutually agreeable contract terms. The Parties intend that no contract terms be construed against either of the Parties on the grounds that the forms were drafted by one Party. This Contract shall be governed by and construed according to the laws of Texas without regard to its conflicts of laws doctrine. Any disputes arising out of this Contract that cannot be settled by alternative means shall be litigated before courts of competent jurisdiction in Travis County, Texas. NOTHING HEREIN CONSTITUTES AN AGREEMENT TO RESOLVE ANY DISPUTE BY BINDING ARBITRATION.

25.7 Entire Contract. The Contract Documents for each Project contain the entire, integrated Contract between the Parties with respect to each Project hereunder and supersede all prior and contemporaneous agreements, written or oral, regarding the subject matter hereof. There are no representations, understandings or Contracts, oral or written, outside the Contract Documents. The Contract Documents shall not be modified or affected by any verbal Contract or conversation with any officer, agent or employee of LCRA, either before or after the execution of the Contract.

25.8 Severability. If any word, phrase, clause, sentence or provision of the Contract, or the application of same to any person or set of circumstances is for any reason held to be unconstitutional, invalid or unenforceable, that finding shall only effect such word, phrase, clause, sentence or provision, and such finding shall not affect the remaining portions of this Contract; this being the intent of the Parties in entering into the Contract; and all provisions of the Contract are declared to be severable for this purpose.

25.9 Independent Contractor. The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. Contractor’s services shall be those of an independent contractor. Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of LCRA.

25.10 Prohibition of Gratuities. LCRA may, by Written Notice to Contractor, terminate the Contract without liability if is determined by LCRA that gratuities were offered or given by Contractor or any agent or representative of Contractor to any officer or employee of LCRA with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such Contract. In the event the Contract is terminated by LCRA pursuant to this provision, LCRA shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by Contractor in providing such gratuities.

25.11 Prohibition Against Personal Interest in Contracts. No officer, employee, independent consultant, or elected official of LCRA who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any violation

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of this provision, with the knowledge, expressed or implied, of Contractor shall render the Contract voidable by LCRA.

25.12 Services for Fayette Power Project. This Section only applies if Work is to be performed at or for the Fayette Power Project (FPP). LCRA is the project manager for FPP, portions of which LCRA owns with Austin Energy, the municipally owned utility of the City of Austin, Texas. With respect to any Work performed under this Contract at or for FPP, all indemnities under this Contract shall extend both to LCRA, its directors, officers and employees, and to Austin Energy and its council members, directors, officers and employees, as their respective interests may appear. In addition, the protections afforded by the additional insured requirement and waiver of subrogation shall extend both to LCRA, its directors, officers and employees, and to Austin Energy and its council members, directors, officers and employees, as their respective interests may appear.

25.13 Liens. LCRA’s property is, by law, exempt from liens or encumbrances of any kind whatsoever. If any mechanics’ or materialmen’s liens are filed at any time in connection with this project, Contractor shall take prompt action to get the liens discharged or released.

25.14 LCRA Affiliate. This Section only applies if Work is to be performed in connection with an LCRA Affiliate. LCRA operates both electrical generation and transmission assets for LCRA Affiliates under service contracts between LCRA and those Affiliates. With respect to any Work performed under this Contract in connection with LCRA Affiliates, all indemnities under this Contract shall extend both to LCRA, its directors, officers and employees, and to the applicable Affiliate, its directors and officers. In addition, the protections afforded by the additional insured requirement and waiver of subrogation shall extend both to LCRA, its directors, officers and employees, and to the Affiliate, its directors and officers. As used herein, the term “Affiliate” includes GenTex Power Corporation, LCRA Transmission Services Corporation and any similar entity currently existing or hereafter created, membership on the governing body of which is controlled by LCRA.

25.15 Approval. Contracts with LCRA that exceed $2,000,000 (either initially or through a Change Order) must be approved by LCRA Board of Directors before they become effective. Consulting contracts that exceed $50,000 (either initially or through a Change Order) must be approved by LCRA Board of Directors before they become effective. Change Orders to contracts must be approved by LCRA Board of Directors if they exceed $2,000,000 ($50,000 for consulting contracts), either separately or in the aggregate. Change Orders must be executed by the LCRA Agent.

25.16 Security at LCRA Job Site. Contractor shall provide a list of names of its and its Subcontractor’s employees to the LCRA Project Manager prior to commencing Work at the following LCRA facilities: Fayette Power Project, Sim Gideon, Eastern Maintenance Facility, Dalchau Service Center, Tom Miller Dam, Wirtz Dam, Starke Dam, Western Maintenance Facility, Ferguson Power Plant, Inks Dam and Buchanan Dam. The employee will only be allowed on an LCRA job site, if the employee is able to show photo identification and their name is on the list. Any addition or deletion must be provided to LCRA Project Manager.

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ARTICLE 26 - SUPPLIER DIVERSITY.

26.1 LCRA Supplier Diversity Policy. LCRA encourages the development of mutually beneficial business relationships with Minority-Owned, Women-Owned, Service Disabled Veteran-Owned and HUBZone (“Diverse Businesses”) and is committed to increasing their opportunities. If awarded this Contract, Contractor will carry out this policy in conformity with its subcontracting plan by making good faith efforts to provide opportunities for Diverse Businesses to participate in the performance of the Contract with LCRA as a Subcontractor, Supplier, professional, practitioner or consultant. All potential contractors should read and understand the Lower Colorado River Authority’s Supplier Diversity Guidelines (http://www.lcra.org/about/docs/rfps/supdiv_guide.pdf).

26.2 Supplier Diversity Goal. LCRA establishes targets for Contracts exceeding $100,000. The target for Diverse Businesses participation under this Contract is ___% (“Diverse Business Target”).

26.3 Reporting. For contracts with an established Diverse Businesses Target, LCRA has a preference that Subcontractors’ contributions to the target be direct second-tier purchases, i.e., products and services that are in direct fulfillment of LCRA requirements. Supplier diversity reports for direct second-tier purchases are required monthly in the form directed by LCRA. When applicable and approved by the LCRA Agent, indirect second-tier purchases may also be accepted (i.e., products and services that Contractor purchases from a Diverse Business, but which are not in direct support of LCRA specific requirements). Supplier diversity reports for indirect second-tier purchases are required quarterly. These supplier diversity reports shall be considered contract deliverables. Supplier diversity reports are due by the tenth (10th) business day of any month following which you invoiced LCRA. Failure to submit the report in a timely fashion may be deemed a breach of the Contract and LCRA may exercise any appropriate remedies.

26.4 Regarding Subcontractors. If a potential Subcontractor’s response indicates it does not intend to subcontract or purchase major supplies in connection with the Contract, but during performance of the Contract, opportunities to subcontract with Diverse Businesses develop, LCRA expects Subcontractors to actively and affirmatively solicit Diverse Businesses and notify the LCRA Agent.

ARTICLE 27 - EXCLUSIVITY. Neither The Contract nor any Order is exclusive. Contractor shall have the right at all times to perform the same or similar services for others, and LCRA shall have the right at any time to engage other contractors on an as-needed basis to perform the same or similar services. Individual projects and orders may be assigned to specific contractors at the sole discretion of LCRA.

ARTICLE 28 - TERM. This Contract is for a primary term of one (1) year. At the end of the primary term and any successive term, the contract shall be extended annually for not more than four additional, consecutive one (1) year periods (a maximum term of five (5) years total), unless the LCRA Agent notifies Contractor in writing of LCRA’s intent not to extend this Contract prior to the expiration of the current term. The primary term begins upon the original execution of this document by LCRA. Unless terminated in accordance herewith, this Contract

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shall be deemed to extend beyond any date on which it would otherwise expire with respect to any Order issued by LCRA prior to the expiration date.

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