Res 2015-005/approving interlocal contract with EAA, Texas State University for the expansion of the COSM Reclaimed Water System

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responsibility to ensure that the completion times for the tasks required under this Contract are met. Time is of the essence in the performance of this Contract. ARTICLE II — AMENDMENTS Section 2.1. This Contract may be amended only by written agreement of the Parties. Section 2.2. Amendments by the General Manager. The Board of Directors of the EAA delegates the authority to the General Manager to enter into amendments to this Contract without further authorization by the Board consistent with the General Manager's authority to enter into contracts under Section 4.01 of the EAA's Bylaws. ARTICLE III — COMPENSATION Section 3.1. Fees and Expenses. The EAA agrees to pay the City for the Services rendered under this Contract in accordance with the Scope of Work and Budget Estimate, but in no event shall payments to the City exceed $619,983, payable to the City over the three year period 2016- 2018, representing $506,904 for the City and $113,079 for Texas State. The City may not exceed this amount and will be responsible for the payment of all of its other and additional costs and expenses. The City is not authorized to expend any additional funds in excess of this amount without the prior written approval from the EAA. The EAA will not be held accountable for any unauthorized work performed or funds expended by the City in providing the Services under this Contract. Section 3.2. Payment. All invoices from the City to the EAA for the Services performed under this Contract shall be sent annually and shall provide an itemization of the Services rendered, costs and expenses incurred. The City shall submit annual invoices to the EAA no later than January 15, 2016, January 15, 2017, and thirty (30) days following the EAA's receipt of a written notice of completion of the project depicting the City's total amount paid to its contractors and subcontractors for the Services, or leasing of the maximum amount of Conserved Water available for lease under Exhibit A, Section III.3, whichever is later. However, the EAA will reimburse no more than 50% of the expenses incurred by the City for the Services up to the amounts in Table B -1. The EAA reimbursements to the City shall be based on the completion of the Project Tasks described in the Project Schedule in Exhibit A and with the Project Budget Estimate described in Exhibit B. The terms of each invoice shall be net thirty (30) days upon EAA receipt and approval of that invoice, which approval shall not be unreasonably withheld. Section 3.3 Use of Funds. 5.1. (a) The City agrees to utilize the funds provided by the EAA under this Contract only for Phase 1 of the Project to extend the City's reclaimed water system to serve Texas State's thermal plants and other end users. (b) Texas State agrees to utilize the funds provided by the EAA under this Contract only for Phase 1 of the Project to connect its thermal plants to the City's reclaimed water system as more fully described in Exhibits A and C. ARTICLE IV — INDEPENDENT CONTRACTOR 3of11