Res 2013-005/Interlocal agreement w/TSU for coordination and cost sharing in the installation and maintenance of bus stops

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5. ownership and maintenance responsibility; and 6. other terms and conditions as the parties deem appropriate. C. Reimbursement. Upon satisfactory completion and acceptance of the improvements under the agreement of the parties, the party responsible for design and construction shall submit an invoice for the actual costs of design and construction of the improvements not to exceed the amount agreed upon prior to construction. Within 30 days of receiving such invoice, the other party shall reimburse the responsible party for one -half of the invoice amount. D. Change Orders. Changes in the design or that result in an increase in costs initially agreed to by the parties shall be approved by both parties. E. Inability to Agree. If the parties are unable to agree on mutually acceptable terms concerning the proposed bus stop and related improvements, the proposing party may proceed as it deems appropriate subject to all usual and customary applicable laws, ordinances, procedures and standards. III. Term and Termination 4.01. Term. The term of this Agreement will be one year commencing January 1, 2013 and will continue for additional one year terms unless terminated by either party by providing notice of termination at least 60 days before the end of the applicable one year term. The continuation of this Agreement in future fiscal years of either party is subject, however, to each party's appropriation of funds for obligations under this Agreement for those fiscal years. 4.02. Termination of Agreement. If either party fails to perform its obligations for any reason except the other party's default or pursuant to a right to terminate expressly set forth in this Agreement, the other party may terminate this Agreement. If the party elects to terminate the Agreement, then neither party will have any further rights or obligations. 4.03. Termination for Convenience. Either party may terminate this Agreement for convenience by providing written notice of termination to the other party. If the Agreement is terminated under this paragraph, then neither party will have any further rights or obligations, except as to the completion of projects already in progress prior to the effective date of termination and reimbursement of costs for the project as provided under this Agreement. V. General Provisions 5.01. Assignment. Neither party may assign any of its duties or obligations under this Agreement without the written consent of the other. 5.02. Choice of Law and Venue. The parties will construe this Agreement under the laws of the State of Texas and will perform all of their obligations in Hays County, Texas. The term "will" is mandatory in this Agreement. 5.03. Indemnity. Each party, to the extent permitted by law and without waiving any immunity or limitations on liability granted by applicable laws, agrees to indemnify, defend, protect and hold harmless the other for the negligent acts or omissions of such indemnifying party's officers, agents or employees in connection with the activities under