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BINDING CONSTRUCTION/INSTALLATION PROPOSAL
<br /> TERMS AND CONDITIONS
<br /> This Proposal is subject to the following terns and conditions:
<br /> the parties. LCRA may invoice Customer for progress
<br /> 1. Agreement. This Proposal, including these terms and payments for the Services completed to date during the term of
<br /> condition, and any other documents attached hereto this Proposal.All payments by Customer under this Proposal
<br /> (collectively, this "Proposal"), contains the entire agreement will be due and payable within 30 days after receipt of invoice.
<br /> and understanding between LCRA and Customer with respect If payment is not timely made, interest will accrue on the
<br /> to the subject matter of this Proposal and supersedes any and unpaid balance at the lesser of the maximum lawful rate,or one
<br /> all prior or contemporaneous oral and written agreements and percent per month,from the due date until paid.
<br /> understandings regarding the defined scope of services. 7.Warranty:Disclaimer.
<br /> Additional terns and conditions on Customer's forms (a)During the term of this Proposal,and for a period of 30 days
<br /> (including those accompanying any purchase order,invoice or after completion of the Services, LCRA will correct or
<br /> payment) are a material alteration of this Proposal and are reperform any Services not conforming to the requirements of
<br /> rejected and null and void unless expressly agreed to by LCRA this Proposal. Upon completion of the Services, LCRA will
<br /> in writing.In the case of any conflicts between the terms of this assign to Customer all contractor, manufacturer and supplier
<br /> Proposal and the terms of any applicable Customer form,the warranties related to the Services,to the extent LCRA has the
<br /> terms of this Proposal will control. right to do so. After such assignment, LCRA will have no
<br /> 2.Services.LCRA will perform services for the Customer as continuing obligations to Customer with respect to the good or
<br /> detailed in the Scope of Services section of the Project Proposal service to which the warranty applies,and Customer will look
<br /> ("Services").Customer will review and respond as appropriate solely to the applicable contractor,manufacturer or supplier for
<br /> to all reports,studies,recommendations,requests and other relief regarding any claims or remedies, whether based on a
<br /> submissions of LCRA so as not to delay the performance of the warranty or otherwise.
<br /> Services. (b)Any law,code or standard referenced in this Proposal will
<br /> 3. Notices. Correspondence, notices and invoices will be in refer to the version of such law,code or standard in effect as of
<br /> writing and mailed or delivered to the other party as identified the Effective Date.
<br /> in the Customer and LCRA Contact sections of the Project (c) THE WARRANTIES CONTAINED IN THIS
<br /> Proposal,or at such other address as a party may from time to SECTION 7 ARE EXCLUSIVE AND IN LIEU OF ALL
<br /> time designate in writing. All notices, correspondence or OTHER WARRANTIES, EXPRESS OR IMPLIED,
<br /> invoices will be effective upon receipt. INCLUDING ANY IMPLIED WARRANTY OF
<br /> 4. Changes Orders.Changes in the scope of the Services may MERCHANTABILITY,FITNESS FOR A PARTICULAR
<br /> only be made by written agreement of the Customer and PURPOSE, OR GOOD AND WORKMANLIKE
<br /> LCRA.Verbal changes will not be given or accepted,except in PERFORMANCE,AND LCRA'S OBLIGATION UNDER
<br /> cases of emergencies which pose a risk of personal injury or SECTION 7(A) IS CUSTOMER'S SOLE AND
<br /> property damage,and such changes will be followed up with a EXCLUSIVE REMEDY FOR ANY BREACH OR
<br /> written confirmation as soon as practicable. LIABILITY OF LCRA ARISING UNDER THIS
<br /> 5. Term• Termination. This Proposal will commence on the PROPOSAL.
<br /> date of the last signature by the parties("Effective Date")and 8. Environmental Conditions. Prior to LCRA starting any
<br /> will govern LCRA's performance of the Services.Either party Services on-site, Customer will provide documentation that
<br /> may terminate this Proposal for its convenience at any time by identifies the presence and condition of any hazardous
<br /> providing written notice to the other party.In the event of such materials or environmental conditions existing in or about
<br /> termination, Customer will pay LCRA for all Services Customer's equipment or the site that LCRA may encounter
<br /> performed up to the date of termination, plus (in the case of while performing the Services,and will keep LCRA informed
<br /> termination by Customer) any cancellation charges or other of changes in any such conditions. If LCRA encounters
<br /> termination expenses as may be reasonably identified by hazardous materials in Customer's equipment or on-site,
<br /> LCRA. LCRA is not obligated to perform any Services affected by the
<br /> 6. Costs; Invoicing. As compensation for the Services, hazardous conditions. Customer will indemnify and hold
<br /> Customer will pay LCRA in accordance with one of the LCRA, its affiliates and their respective directors and
<br /> following, as identified in the Price section of the Project employees, harmless for any and all claims, damages, losses,
<br /> Proposal: (a) All (i) direct costs incurred by LCRA in and expenses arising out of or relating to any hazardous
<br /> performing the Services,including,(1)costs for materials and materials which are or were(i)present in or about Customer's
<br /> supplies,(2)labor costs,including salary and benefits,paid to equipment or the site prior to the commencement of LCRA's
<br /> LCRA employees, (3) travel, meal and lodging expenses work, (ii) improperly handled or disposed of by Customer or
<br /> reimbursed or paid on behalf of LCRA employees within Customer's employees, agents, contractors or subcontractors,
<br /> established LCRA expense guidelines,and(4)any third party or (iii) brought, generated, produced or released on-site by
<br /> costs, plus (ii) indirect costs that LCRA normally applies to parties other than LCRA.
<br /> Services of this nature, including general and administrative 9.Schedule.Unless otherwise expressly stated in the Proposal
<br /> costs and other internal expenses and contributions;or documents,time is not of the essence and LCRA will not be
<br /> (b)A fixed price.Any changes to the scope of the Services may liable to Customer for any damages arising out of LCRA's
<br /> require an increase in the fixed price.Such change to the scope delay in providing the Services, including any failure to meet
<br /> and the correlating fixed price will be agreed to in writing by schedules contained in this Proposal.
<br /> 10.Force Maieure.Neither party will be responsible or liable
<br /> for any delay or failure in its performance under this Proposal
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