7. LCRA Terms and Conditions
Water Availability Modeling Services Contract Between
LCRA and ______
Contract # ______
TABLE OF CONTENTS
Article 1. Definitions 4
Article 2. Services to be Provided 5
Article 3. Site Inspection 6
Article 4. Notices 7
Article 5. Contract Documents 7
Article 6. Term 8
Article 7. Schedule 8
Article 8. compensation 8
Article 9. Payment 10
ARTICLE 10. TAXES 11
ARTICLE 11. SHIPMENT AND DELIVERY 11
Article 12. Risk of Loss 11
Article 13. Insurance 11
Article 14. REVIEW AND Acceptance 13
Article 15. Ownership of Deliverables 13
Article 16. Warranties and Standards 13
ARTICLE 17. CONFIDENTIALITY 14
Article 18. General Indemnity 14
Article 19. Intellectual Property Indemnity 15
Article 20. Indemnity Procedures 16
ARTICLE 21. LIMITATION OF LIABILITY 16
Article 22. Failure to Act 16
ARTICLE 23. REMEDIES 16
Article 24. Force Majeure 17
Article 25. Termination for Convenience 18
Article 26. Termination for Cause 18
Article 27. Suspension 19
Article 28. Dispute Resolution 20
Article 29. Governing Laws, Regulations & Standards 21
Article 30. Licenses and Permits 21
Article 31. Supplier Diversity 22
Article 32. Independent Contractor 22
Article 33. Intoxicants & Drugs: Employee Conduct 23
Article 34. General Safety, Environmental & Site Operations requirements 23
ARTICLE 35. ON-SITE ACTIVITIES 27
Article 36. Services for Fayette Power Project and LCRA Affiliates 28
Article 37. Security at LCRA Job Site 28
Article 38. Ethics Requirements 28
ARTICLE 39. RIGHT TO AUDIT 29
ARTICLE 40. FINANCIAL OBLIGATIONS 29
ARTICLE 41. BANKRUPTCY 30
Article 42. PUBLICITY 30
Article 43. Approval 30
Article 44. Contract Non-Exclusive 31
Article 45. Severability 31
Article 46. Assignment 31
Article 47. Third Party Beneficiaries 31
ARTICLE 48. ENGLISH LANGUAGE 31
ARTICLE 49. WEB BASED PROCEDURE 31
Article 50. Integration & Contract Modification 32
Article 51. Interpretation and Reliance 32
Article 52. Titles and Section Headings 32
ARTICLE 53. SURVIVAL 32
EXHIBIT A – STATEMENT OF WORK 33
EXHIBIT B – LABOR RATES 35
EXHIBIT C – TRAVEL Procedures 36
EXHIBIT D – CHANGE ORDER FORM 37
This is a Services Contract (“Contract”) between the Lower Colorado River Authority (the "LCRA") and ______(“Supplier”), collectively referred to as the "Parties" or individually as a “Party”.
In consideration of the mutual promises contained herein and for other good and valuable consideration the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows:
Article 1. Definitions
(a) Amendment - A written instrument executed by the LCRA Agent and a designated representative of the Supplier that expressly modifies specific and identified terms of this Contract or an Order other than those that are allowed to be modified by Change Order.
(b) Change Order - A written instrument executed by the LCRA Agent and a designated representative of the Supplier that adds to, deletes from, or otherwise modifies (1) the Services to be supplied by the Supplier under an Order; (2) the Deliverables to be provided by a Supplier under an Order; (3) the time for completion of Supplier’s performance under an Order or; (4) the price to be paid by LCRA under an Order. The foregoing four terms are the exclusive list of terms that may be changed by a Change Order.
(c) Contract Documents - Those documents as described in the Contract Documents Article in their order of precedence.
(d) Contract Time - The number of days or the dates stated in the Order to achieve Completion for a Project.
(e) Corrective Action Request - Instructs the Supplier to provide a corrective action plan within five (5) business days of issuance that will cure the default or nonconformity.
(f) Deliverables – Work products, including without limitation, documentation, photographs, studies, data, schedules, test results, and reports, delivered by Supplier to LCRA under an Order.
(g) F.O.B. Destination - Supplier is responsible for all shipping, packaging, insurance, title, and risk of loss until delivered at LCRA’s site as listed on an Order.
(h) Key Person - Any person designated by LCRA who is provided by Supplier to provide Services under this Contract and who LCRA deems essential to the services provided.
(i) LCRA - Lower Colorado River Authority, a conservation and reclamation district of the State of Texas created pursuant to Article XVI, Section 59, of the Texas Constitution.
(j) LCRA 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.
(k) LCRA Agent - The designated representative of LCRA or any successor appointed by LCRA in writing as the single agent who shall have primary responsibility for overall management of the Contract. Only the LCRA Agent may execute an Order, Change Order, or Amendment; send and receive notices; or enforce contract remedies.
(l) Order – A request by LCRA for Services to be provided by Supplier under this Contract. A written Order will be signed by both parties and may include any or all of the following: a SOW, Technical Specifications, pricing, schedules, purchase order, and other pertinent documents.
(m) Purchase Order Number - A number that refers to LCRA’s internal accounting number by which expenditures under this Contract and its associated SOWs are tracked.
(n) Site - The LCRA’s and its Affiliate’s property (which may be owned as fee owner or tenant in common or held subject to an easement), including adjacent bodies of water, upon which the Services is to be performed.
(o) Services – All services that Supplier is obligated to perform under this Contract, including the provision of all associated Deliverables.
(p) Statement of Work (SOW) - Describes the particular tasks to be performed and Deliverables to be provided by Supplier and will also include the period of performance, the place of performance, any Key Person(s), price and any other pertinent information agreed to by the parties.
(q) Subject Matter Expert (SME) - The person identified in the Order who assists the LCRA Agent in monitoring the performance of a Contract. Examples of SME’s activities, in conjunction with the LCRA Agent, include: communicate informally with supplier; communicate with LCRA Agent; coordinate work; monitor performance of Services against contract requirements; help evaluate proposals and Supplier responses; accept Services; participate in invoice approval; and assist in negotiations. THE SME IS NOT AUTHORIZED BY LCRA TO EXECUTE, MODIFY, TERMINATE, ENFORCE, WAIVE COMPLIANCE WITH OR ACCEPT ON LCRA’S BEHALF WORK PERFORMED UNDER THIS CONTRACT AND ASSOCIATED ORDERS.
(r) Supplier - LCRA’s counterparty to a contract and its employees, agents and subcontractors, who will supply Deliverables, and Services to the LCRA.
(s) Technical Specifications - That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Services and certain administrative details applicable thereto.
Article 2. Services to be Provided
(a) This Contract is to be considered a personal services contract. Supplier shall provide services to LCRA, as further described in the Exhibits or any Order issued under this Contract. No Services are authorized unless an Order is issued. This Contract does not guarantee a minimum amount Supplier will be paid or a minimum number of Orders. In no event is LCRA liable to Supplier for any costs or expenses other than for those contained in an Order.
(b) Notwithstanding anything to the contrary contained in this Contract, LCRA and Supplier agree and acknowledge that LCRA is entering into this Contract in reliance on Supplier's
special and unique abilities with respect to performing the Services. Supplier represents that there are no undisclosed obligations, commitments or impediments of any kind that will or could taint, limit or prevent performance of the Services.
(c) Changes. The Contract may be modified to provide for additions, deletions, alterations and revisions in the Statement of Work, schedule, price or to modify the terms and conditions hereof. The LCRA Agent is the only person actually authorized by LCRA to execute, modify, terminate, enforce, waive compliance with and finally accept on LCRA’s behalf Services performed under this Contract and associated Orders. . Unless directed by LCRA’s Agent, Supplier accepts full risk and responsibility and shall not assert a claim against LCRA if Supplier follows direction from another source. The Contract shall be modified only through a Change Order or an Amendment. Any verbal modifications to the Contract shall have no effect.
(d) Change Order Contents. All Change Orders must be in a form substantially conforming to Exhibit D and must contain:
(i) a description of all changes to the SOW required of either party;
(ii) a statement of the impact of the changes on the Services, Deliverables, schedule, price or other requirements of the SOW; and
(iii) signatures of an LCRA Agent and an authorized representative of Supplier.
(e) Effect of Expiration on Orders. Upon expiration or earlier termination of this Contract, these terms and conditions shall continue in full force and effect with respect to any Order awarded under this Contract that has not been completed or otherwise terminated.
(f) Supplier shall properly connect and coordinate its Services with LCRA and others, and shall notify LCRA Agent if a problem with the work of others hinders Supplier in the performance of its Services.
(g) Staffing. Supplier is to provide all personnel necessary to complete timely the Services in accordance with each Order. If Supplier makes any change to its Key Personnel, Supplier’s staffing actions and personnel assigned under this Contract shall be approved in advance by the LCRA Agent in order to assure compliance with this Contract and the related Contract Documents. Should Supplier be unable to meet the staffing plan, overstaffing during later periods without the approval of LCRA’s Agent may not compensate for such understaffing. LCRA’s Agent may request the removal of any employee or independent contractor of Supplier for any reason whatsoever, with or without cause. It is the responsibility of Supplier to remove and replace the employee or independent contractor at no cost to LCRA. Any staffing changes pursuant to this Contract shall be done by Supplier at no increase to either contract price or timeline. LCRA must approve of any replacement made by Supplier.
Article 3. Site Inspection
Provided that Supplier first coordinates access to a Site with the LCRA SME, Supplier’s representatives shall have the opportunity to inspect the Site and clearly understand the requirements and risks of the Services to be performed, the Site conditions, traffic conditions, the proximity of high-voltage power lines, buried utilities, biological hazards and other local conditions likely to affect Supplier's performance before accepting any Order. By accepting an Order Supplier represents and warrants that it has inspected the site to its satisfaction, knows local conditions and has accounted for all local conditions in its pricing and scheduling. If necessary, Supplier shall conduct regular health and safety inspections of the work area(s) and Services being performed. LCRA reserves the right to inspect the Site(s) at any time and without prior notice to Supplier.
Article 4. Notices
All notices or other communications required under this Contract must be made in writing and sent by registered or certified United States mail, return receipt requested or by express mail to the address below. Notice may additionally be sent by email or fax as indicated below but such service shall not excuse proper notice as set forth above. Parties may change their address by notifying the other party pursuant to this Article.
LCRA: Supplier:
Lower Colorado River Authority ______
LCRA Agent: Authorized Representative:
Laura Guillory ______
3700 Lake Austin Blvd ______
Austin, TX 78703 ______
Email: Email: ______
Article 5. Contract Documents
(a) General Definition. As used in this document, the term Contract is synonymous with the Contract Documents as defined in this Article. In order of precedence, this Contract shall consist of the following documents (“Contract Documents”):
1) This Contract, along with any Exhibits, as may be modified by Amendments;
2) All written Change Orders executed after the Effective Date of this Contract by the LCRA Agent and Supplier;
3) Each Order, which may include a Statement of Work or other Attachments to the Order, executed pursuant to this Contract by the LCRA Agent and Supplier;
4) Any other documents specifically identified as Contract Documents.
(b) Exclusion from Contract Documents. No terms and conditions submitted by Supplier in connection with any proposal or proposed Order will be considered part of the Contract Documents unless expressly accepted in writing by the LCRA Agent. If accepted by LCRA, the proposed terms and conditions are limited in effect to the proposal with which they were submitted.
Article 6. Term
This Contract is for a one (1) year period, with annual automatic renewal periods, not to exceed a maximum of five (5) years. At LCRA’s sole option, these annual renewals may be discontinued by LCRA upon written notice to Supplier prior to the next annual renewal date. The primary term begins upon execution of this Contract by an LCRA Agent (“Effective Date”). This Contract will be deemed to extend beyond its expiration or termination date with respect to any Order being performed under it at that time, unless the Order is also terminated.
Article 7. Schedule
(a) Time shall be of the essence for performance under this Contract. Supplier agrees to perform all obligations as set forth in this Contract. If required by an Order, a specific progress schedule will be developed for each individual task in compliance with the Order. If at any time it appears to Supplier that it may not meet any of the performance schedules or the scheduled completion date under an Order for any reason, including labor disputes, Supplier shall immediately by verbal means (to be confirmed in writing) notify LCRA of the reasons for and the estimated duration of such delay. If requested by LCRA, Supplier shall make every effort to avoid or minimize the delay to the maximum extent possible. Any additional cost caused by these requirements of LCRA shall be borne by Supplier. The foregoing requirements are in addition to any of the LCRA rights and remedies, as may be provided by law or this Contract.
(b) The Supplier shall be at all times responsible for maintaining the schedule and for keeping the LCRA Agent or SME informed of the schedule progress. Unless otherwise stated in an Order, Supplier shall provide to LCRA regular, written progress reports which shall show actual and projected progress and costs for all activities, finish dates, and actual percent of performance completed.