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to complete. When the punchlist, if any, is complete, LCRA may call for a final <br />inspection, upon the successful completion of which LCRA shall be issued a <br />certificate of Final Completion; provided, however, that if no minor items remain to be <br />completed after such inspection, LCRA may declare Final Completion of the Project. <br />12. Warranty. LCRA warrants that all Work to be performed by LCRA will <br />be performed in a good and workmanlike manner. LCRA warrants that all materials <br />and equipment supplied by LCRA will be new (unless re -use of used equipment is <br />agreed to by both parties) and that, upon payment to LCRA, San Marcos will acquire <br />title to all such materials and equipment free and clear of all encumbrances. LCRA <br />MAKES NO OTHER WARRANTY WITH RESPECT TO ANY MATERIALS OR <br />EQUIPMENT INCORPORATED INTO THE PROJECT, EXPRESS, IMPLIED, OR <br />STATUTORY, AND, FOR THE AVOIDANCE OF DOUBT, DISCLAIMS ALL <br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR <br />PURPOSE. LCRA shall also obtain and transfer to San Marcos, for the benefit of <br />San Marcos, all available warranties for any equipment or materials supplied by <br />LCRA, its subcontractors, suppliers, and vendors. Except as may be otherwise <br />specified or agreed, LCRA shall correct any defects in workmanship of which it is <br />notified in writing within one (1) year from Final Completion. No other warranties, <br />express or implied, are given by either Party. <br />13. Force Majeure. Neither Party shall be liable for delays or <br />nonperformance (except for a failure to make timely payment of amounts due) <br />attributable to unforeseeable causes beyond its reasonable control, including but not <br />limited to extreme weather, fires, floods, sabotage, or government or regulatory action <br />or inaction. A Party may not claim force majeure for delay or nonperformance arising <br />from the negligence, willful misconduct, failure to comply with applicable laws or <br />permits or other breach of this Agreement. A Party whose performance is hindered or <br />delayed shall immediately notify the other Party and will use its best efforts to reduce <br />the length of the delay and to mitigate the effects of it. <br />14. Changes. Changes in the SOW shall only be authorized by a written <br />change order signed by an authorized agent of LCRA and an authorized <br />representative of San Marcos. If any such changes cause an increase or decrease <br />in the cost, or the time required for the performance of the Work, LCRA shall send, <br />prior to performance of the extra Work required by the change order, a written <br />proposal for any adjustment in price or time due to the change. LCRA may be <br />entitled to an increase in compensation and /or an extension of the schedule for <br />material changes in the Work which cause an actual, substantiated increase in the <br />cost of the Project and /or an actual delay in the completion of the Work. <br />15. Claims. LCRA shall give San Marcos written notice of any event, <br />circumstance, or occurrence that LCRA believes will affect the performance of the <br />Work or require any increase in the price or extension of the schedule within ten (10) <br />business days after LCRA is first able, through the exercise of reasonable diligence, <br />to recognize the condition or event giving rise to the claim. If LCRA performs any <br />activity affected by any such event, circumstance or occurrence without first giving <br />prior written notice to and obtaining consent of San Marcos to proceed with the Work, <br />LCRA shall be liable for any additional costs incurred by the LCRA as a result of <br />LCRA's failure to have given such notice, and shall not be entitled to any extension of <br />Interlocal Agreement for Solar Energy Facility <br />LCRA —San Marcos page 3 <br />