DATE

SUPPLIER NAME

ADDRESS

Re:Terms and Conditions

This Contract includes all of the Contract Documents, as herein defined. This letter agreement (“Contract”) between the Lower Colorado River Authority ("LCRA") and ______("Supplier") is for the purpose of engaging Supplier's services, generally described as Park Host Services(“Services”).

1.Contract Documents

All component parts of the Contract Documents are intended to be complementary. In order of precedence, the Contract Documents consist of the following documents (“Contract Documents”):

(a)This Contract, along with any Exhibits, as they may later be modified by Amendments;

(b)All written Change Orders executed after the Effective Date of this Contract by the LCRA Agent and Supplier;

(c)The Statement of Work executed under this Contract by the LCRA Agent and Supplier; and

(d)Any other documents specifically identified as Contract Documents in either this Contract or the Statement of Work

2.Fees and Terms of Payment

General Payment Terms. Supplier shall bill LCRA for Services performed as further described in ExhibitA Statement of Work (“SOW”), Exhibit B and any other Exhibits under this Contract. No Services are authorized unless the LCRA Agent and adesignated representative of the Supplierboth sign the Statement of Workprovided by LCRA. LCRA’s payment obligations are governed by Texas Local Government Code, Ch. 2251. Undisputed payments shall be made within thirty (30) days of receipt of invoice. Late payments shall bear interest at the rate calculated pursuant to Chapter 2251. LCRA may withhold payment, in whole or in part, to the extent and for the time reasonably necessary, in LCRA’s opinion, to protect LCRA from loss, including but not limited to loss resulting from the following: (1)defective Services; (2)material breach of any provisions of the Contract Documents; (3) reasonable evidence that the Services cannot be completed within the time period stated in the Contract Documents or for the unpaid balance due under the Contract Documents; (4) damage to LCRA or a third party for which Supplier is responsible; (5)claims or liens filed in connection with the Services; (6) persistent failure to perform the Services in accordance with the Contract Documents; or (7) unsubstantiated amounts billed by Supplier.

Basis of Payments. If the Services comply with the Contract requirements, and Supplier has furnished any required Deliverables (as defined in Article 13), then LCRA shall notify Supplier of LCRA's acceptance of the Services (“Acceptance”) Payments shall be based on Acceptance. Final payment by LCRA shall not waive any rights and remedies that LCRA has and shall not release Supplier from any duties and obligations set forth in the Contract Documents. No invoice shall be considered complete or payable unless all documentation (such as time sheets, transportation, lodging, and meal expenses) is submitted with the invoice and payment or reimbursement for such matters has been approved by LCRA in the Statement of Work. LCRA may off-set sums which Supplier may owe LCRA against any amount due arising from any breach of this Contract by Supplier.

Invoicing. In no event shall Supplier invoice LCRA more than once a month. Invoices for payment under this Contract shall be sent to one of the following locations:

(a)Lower Colorado River Authority

Attn: Accounts Payable

P.O. Box 679000

Austin, Texas 78767 or

(b)via email to .

Invoices must include the following information:

  1. Purchase Order Number prominently displayed on each invoice.
  2. Purchase Order line number(s), if LCRA provides a detailed Purchase Order.
  3. Unit of measure indicated on the Purchase Order.

If no Purchase Order Number, Supplier shall include the name of the LCRA representative who placed the Purchase Order.

Payment terms stated in the ContractDocuments will control over any conflicting terms contained in an invoice.

Sales, Use and Excise Taxes. LCRA is exempt from all Federal Excise Taxes and the Texas Limited Sales and Use Tax under the provisions of Section 151.309 of the Texas Tax Code. LCRA will supply a tax exemption certificate upon request. LCRA is not be required to pay or reimburse Supplier for taxes based upon Supplier’s net worth, capital, net income, or franchise. All invoices submitted by Supplier shall exclude these taxes.

3.Changes and Order of Precedence

The Contract may be modified to provide for additions, deletions, alterations and revisions in the Services, schedule, price or to modify the terms and conditions hereof. The LCRA Agentis the person actually authorized by LCRA to execute, modify, terminate, enforce and finally accept Services performed under this Contract on LCRA’s behalf.Only the LCRA Agent may execute this Contract, or any Change Order, or Amendment; send and receive notices; or enforce contract remedies. Any verbal modifications to the Contract shall have no effect. The Contract shall be modified through either of the following documents:

(a)“Change Order”. A written instrument executed by the LCRA Agent and a designated representative of the Supplierthat adds to, deletes from, or otherwise modifies (1) the Services to be supplied by the Supplier under Statement of Work, (2) the Deliverables to be provided by a Supplierunder a Statement of Work, (3) the time for completion of Supplier’s performance under a Statement of Work, or (4) the price to be paid by LCRA under a Statement of Work. The foregoing four terms are the exclusive list of terms that may be changed by a Change Order.

(b)“Amendment”. A written instrument executed by the LCRA Agent and an authorized representative of the Supplierthat expressly modifies specific and identified terms of this Contract other than those that are allowed to be modified by Change Order.

Supplier shall not suspend performance of the services while LCRA and Supplier are in the process of making such changes. No extra compensation will be paid to Supplier unless agreed to in writing by LCRA.

  1. Term and Termination

This Contract commences on ______(“Effective Date”)and ends on ______. This Contract may be terminated for convenience by LCRA at any time by written notice to Supplier. Upon receipt of such a notice, Supplier shall immediately stop all ongoing work and terminate any contracts with subcontractors and suppliers. Upon termination, LCRA shall be entitled to delivery of all work product produced prior to termination, even if incomplete. Upon termination, LCRA shall pay Supplier for all work performed prior to termination as set forth in the Statement of Work, including any reimbursable expenses incurred up to termination.

Notwithstanding any other provision of this Contract to the contrary, the occurrence of any one or more of the following events will constitute an event of default:

(a)Supplier’s persistent failure to perform the Services in accordance with the Contract Documents (including, but not limited to, failure to supply sufficiently skilled workers, suitable materials or equipment, or to adhere to project schedules as adjusted from time to time by the Parties);

(b)Supplier’s disregard of applicable laws or regulations;

(c)Supplier’s disregard of the authority of the LCRA Agent;

(d)Supplier’s violation in any material way of any provisions of the Contract Documents;

(e)Failure of Supplier to pay subcontractors and/or material suppliers;

(f)Supplier’s violation of Section 15 Ethics Requirements

(g)LCRA designates a Key Person in the Contract Documents, and that Key Person is no longer employed by Supplier; a “Key Person” being 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; or

(h)Filing of any bankruptcy action by or against Supplier.

If one or more of the events identified above occur, the LCRA may, at its sole discretion, choose to either terminate this Contract immediately upon written notification to Supplier, or provide a “Corrective Action Request”, which instructs Supplier to provide a corrective action plan within five (5) business days of issuance that will cure the default. If this Contract has been so terminated by LCRA, the termination will not affect any rights or remedies of LCRA against Supplier or any surety then existing or which may thereafter accrue. No retention or payment of monies due Supplier by LCRA will release Supplier from liability. In such a circumstance, LCRA shall notify Supplier in writing of the termination. These rights of termination shall take precedence over all other provisions of this Contract.

  1. Remedies

If any Services do not comply with the Contract Documents, LCRA shall give Supplier notice of such non-compliance, and Supplier shall, at its sole cost and expense, promptly re-perform the nonconforming Services, replace or repair any defective or non-conforming goods incidentally supplied in connection with the Services (“Goods”), or refund the portion of the Price attributable to such defective Services, at LCRA’s option. The re-performace repair or replacement shall be scheduled consistent with LCRA’s operating requirements so as to minimize loss of production or use of the material or of any plant or equipment of which the Goods are a part. All costs and expenses associated with re-performance of the Services, including, without limitation,access to or repair or replacement of Goods, additional legal or engineering expense, “in and out” and salvage costs, transportation costs, testing expenses, and other incidental damages relating thereto shall be paid by Supplier, and LCRA may charge Supplier all expenses of unpacking, examining, repacking, and reshipping any non-conforming Goods. LCRA shall have the right to set off any amounts owed it by Supplier and deduct those sums from amounts which LCRA may owe Supplier.

In addition to the remedies set forth above, LCRA shall have all available remedies at law or in equity. In any action to enforce any portion of this Contract or related Contract Document, the prevailing party shall be entitled to its reasonable attorneys’ fees and costs as authorized under Texas law. All remedies shall be cumulative.

LCRA may impose back charges against Supplier or deduct back charges from monies owed Supplier for performance or re-performance by LCRA or third parties of the work. Supplier will be responsible for the cost of such performance or re-performance plus a fifteen percent (15%) administrative charge over and above the cost.

  1. Independent Contractor

(a)Supplier shall perform in all respects as an independent contractor and not as an employee, partner, joint venturer or agent of the LCRA. Supplier’s performance shall be subject to the LCRA's review, approval and acceptance as provided in the Contract Documents, but the detailed manner and method of performance shall be under the control of Supplier. Supplier shall be solely responsible for hiring, supervising and paying its employees, subcontractors and Suppliers. Supplier shall be solely responsible for payment of all (i) compensation, including any employment benefits, to its employees, (ii) taxes, including withholding for federal income tax purposes, employment and unemployment taxes, and (iii) such other expenses as may be owed to Supplier’s employees. However, because Supplier's performance may be associated in the minds of the public with LCRA, Supplier shall ensure that all work by its employees, subcontractors and agents are performed in an orderly, responsible and courteous manner.

(b)Upon prior notification to and written approval of LCRA, Supplier may hire subcontractors to perform work hereunder. Supplier shall be responsible to LCRA for the performance of all such subcontractors. The LCRA reserves the right, in its sole discretion, to reject the employment by Supplier of any subcontractor to which LCRA has an objection. Supplier, however, shall not be required to contract with any subcontractor to which it has an objection. LCRA shall require any and all such subcontractors to sign contracts with Supplier that bind the subcontractors to perform their subcontracts in accordance with the applicable requirements of the Contract Documents. Upon the request of LCRA, Supplier shall furnish LCRA with copies of such subcontracts. In addition, Supplier agrees that it is Supplier's responsibility to ensure that such subcontractors make all appropriate tax payments or tax withholding in relation to subcontractor's employees providing work to LCRA through Supplier under this Contract. Supplier represents that it and its subcontractors have skills necessary to perform the work contemplated in this Contract and any related Orders and are fully trained to perform the tasks required by this Contract and that they need no training by the LCRA.

  1. General Indemnity

Supplier shall indemnify and hold LCRA,itsDIRECTORS, officers, EMPLOYEES, AND AGENTS harmless against judgments, lawsuits, claims, costs, expenses and damages (INCLUDING ATTORNEYS’ FEES) resulting from negligent acts or omissions or willful misconduct of Supplier or its subcontractors, employees and agents.

  1. Insurance

(a)Supplier shall maintain or cause to be maintained the insurance required by this Article, together with any other type of insurance required by this Contract, with the following requirements:

1.Policies shall be issued by insurance companies rated A- IX or better, by Best’s Insurance Guide and Key Ratings (or, if Best’s Insurance Guide and Key Ratings is no longer published, an equivalent rating by another nationally recognized insurance rating agency of similar standing)orother insurance companies of recognized responsibility satisfactory to LCRA, until all obligations of Supplier pursuant to the Contract Documents have been fully discharged, unless otherwise stated herein.

2.Supplier shall obtain and maintain the insurance coverage specified below on an occurrence-basis, with the exception of Professional Liability insurance which may be on a claims-made basis. If Professional Liability insurance is provided on a claims-made form, then the insurance coverage must continue for a minimum period of two (2) years beyond the expiration or termination of this Contract, and any retroactive date must coincide with or predate the Effective Date.

3.Supplier shall require any subcontractors to have the required insurance coverage contained herein and shall demand proof of such insurance.

4.THE COVERAGE SHALL NOT BE CONSTRUED AS ESTABLISHING OR LIMITING SUPPLIER'S LIABILITY.

5.LCRA shall be listed as an "additional insured" on all policies other than the Workers’ Compensation and Professional Liability policies.

6.Supplier for itself and its insurers hereby waives subrogation against LCRA, its directors, officers, employees and agents.

7.If Supplierfails to meet the requirements of this Article,LCRA may suspend the Contract, withhold payments or terminate the Contract for breach.

8.All policies will be endorsed to provide that they may not be canceled, not renewed or materially changed without thirty (30) days’ prior written notice sent to LCRA.

9.All policies will be endorsed to specify that they are primary to and not excess to or on a contributing basis with any insurance or self-insurance maintained by LCRA.(not applicable to Workers’ Compensation insurance policies).

10.All liability policies shall include a crossliability or severability of interest or a separation of insureds clause.

11.Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies.The deductible portion of each type of coverage shall not exceed ten percent (10%) of the coverage limit.

(b)Insurance Requirements

Type of InsuranceMinimum Coverage

1.Automobile Liability(including owned, non-owned, hired or leased vehicles)

Bodily Injury$1,000,000 per occurrence

Property Damage $1,000,000 per occurrence

9.Confidentiality

LCRA is subject to the Texas Public Information Act (PIA), Chapter 552, Texas Government Code. Any information submitted to LCRA by a Supplier shall be available to the public, unless it is clearly marked "CONFIDENTIAL". If another party requests access to information marked confidential, then LCRA shall ask the Supplier if the information may be released. If the release is agreed to, LCRA shall release the information. If the release is denied, the matter shall be referred to the Texas Attorney General's Office where the Supplier shall be responsible for substantiating its confidentiality. The Attorney General's office shall rule on the matter. Pricing information contained in proposals or contracts is not considered confidential under the PIA and will be disclosed without making a request to the Texas Attorney General. If any confidential information is to be exchanged among the Parties, the Parties shall execute a separate Confidentiality Agreement.

  1. 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 AgentAuthorized Representative

Ava Shabazz

3700 Lake Austin Blvd.______

Austin, TX 78703______

Email: Email______

  1. Safety and Health

Suppliershall perform all work required by this Contractin a safe and healthy manner. During the course of work, the Supplier is directly responsible for; shall comply with; and enforce all laws, rules, regulations, and good industry practices applicable to worker safety and health. Supplier, and its subcontractors employed by LCRA are responsible for complying with and enforcing these requirements. Supplier will manage all its subcontractors on LCRA’s Site and will be accountable for subcontractor performance with respect to health and safety. For purposes of this Contract, “Site” shall mean 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 LCRA shall not be liable for damages or expenses related to any suspension or stoppage of work, including without limitation loss of business, or other special, incidental, consequential or punitive damages in connection with any failure on the Supplier’s part to establish, enforce or adequately monitor its health and safety program.

Supplier shall comply fully with, and shall advise fully all of the Supplierpersonnel and others working for Supplier at LCRA’sSite, all applicable safety and health procedures required by applicable Laws, including, but not limited to, the United States Occupational Safety and Health Act of 1970, and the regulations issued pursuant thereto. Further, Supplier shall continuously inspect the Services to identify any unsafe conditions and shall promptly take action to correct any condition that is unsafe. Supplier warrants that it is able to perform the Services hereunder in a safe and competent manner. Notwithstanding any other provision of the Contract Documents, Supplier shall protect, defend, indemnify and hold harmless LCRA and its directors, officers, employees, and agents to the fullest extent permitted by Law from any and all damages, claims, suits, demands, and other legal proceedings (including but not limited to reasonable attorneys’ fees) arising from any injury, losses or damages sustained by Supplier and Supplier personnel in connection with or incident to the Services or the LCRA Site. Supplier shall provide any Occupational Safety and Health Act (“OSHA”) Accident Report Forms, and shall immediately report to LCRA any other safety violation cited.Supplier, its employees, agents, subcontractors and suppliers of any tier are prohibited from bringing firearms or other weapons onto a LCRA or LCRA Affiliate property.

12.Intoxicants & Drugs: Employee Conduct

This Article shall only apply if Supplier has any personnel at an LCRA Site under this Contract.LCRA shall not allow intoxicants or illegal drugs on its Site. Supplier shall not at any time allow personnel for whom it is responsible on the Site if they are under the influence of any substance that may impair their performance. Supplier shall promptly remove from the Site any person who is or appears to be under the influence of any of these substances or is otherwise unsafe or disorderly. Supplier shall ensure that its employees, subcontractors and their employees avoid excessive noise, exceeding speed limits or reckless driving, use of weapons or trespass on land not owned by or under easement to LCRA. If Supplier must enter or cross private property in the performance of this Contract, Supplier shall obtain permission from the property owner before entering.