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an employee's family, in order to obtain a favorable treatment by LCRA or for the employee's having exercised his or her authority as an LCRA employee or for performing his or her LCRA duties in favor of another. Contractor shall not offer or agree to give any type of personal benefit to an LCRA employee in exchange for a decision, opinion, recommendation, vote, or other exercise of discretion by an LCRA employee. Contractor shall file with LCRA a completed conflicts of interest questionnaire form, in accordance with Section 176.006, Texas Local Government Code, when Contractor has an employment or other business relationship with any employee of LCRA, or a family member of any employee, or Contractor has given an employee, or family member of an employee, one or more gifts with the aggregate value of over $250 during the 12 months preceding the date of this contract. Employee includes a family member as defined in Chapter 176, Texas Local Government Code. Contractor shall disclose to LCRA by notice any consideration received by Contractor by any third party in the performance of this contract. ARTICLE 11. WARRANTIES General Warranty of the Services. Contractor warrants that all Services shall be performed in a good and workmanlike manner consistent with industry standards and to any higher standard required in the Contract Documents. Contractor shall correct, without delay and at its own expense, any portion of the Services that does not meet the warranty and that is discovered within one (1) year after Contract completion by correcting the defective portion of the Services. Any repair, replacement or modification of the Services performed pursuant to the provisions of this paragraph shall be supplied or repaired in accordance with the requirements of the applicable Contract Documents. In particular, a new warranty period shall apply. Such new warranty period shall expire twelve (12) months from the date of such replacement, repair or modification. Intellectual Property Warranty. Contractor warrants that the Services, including any deliverables associated therewith, and the processes used in performing them shall not infringe on any valid United States patent, United States copyright, trademark or trade secret. ARTICLE 12. GENERAL INDEMNITY (a) CONTRACTOR SHALL HOLD THE LCRA AND ITS BOARD OF DIRECTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND OTHER CONTRACTORS HARMLESS FROM ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES (JOINTLY "CLAIMS"), INCLUDING REASONABLE ATTORNEYS' FEES, ARISING OUT OF, OR RESULTING FROM OR ARISING UNDER THIS CONTRACT, OR ANY CLAIMED DEFECT IN THE SERVICES, PROVIDED THAT ANY SUCH CLAIM, DAMAGE, LOSS OR EXPENSE IS CAUSED, IN WHOLE OR IN PART, BY THE NEGLIGENT OR GROSSLY NEGLIGENT ACT OR WILLFUL MISCONDUCT OF CONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY IT, OR ANYONE FOR WHOSE ACTS IT MAY BE LIABLE. (b) TO THE EXTENT ALLOWED BY LAW, LCRA AGREES TO INDEMNIFY AND HOLD HARMLESS CONTRACTOR, ITS DIRECTORS, OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS AND EXPENSES ARISING FROM THE NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF THE LCRA RELATED TO THIS CONTRACT WHICH CAUSES THE DEATH OF, INJURY TO OR DAMAGE TO THE PROPERTY OF, ANY PERSON. General Services RFP LR Revised 09/15/08 Page 4 Contract #