Res 2017-151/approving an agreement with Pidworks, LLC for Public Improvement District Formation and Administrative Services in connection with the Whisper Public Improvement District

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SERVICES TO BE PROVIDED BY PIDWORKS 2.0 The scope and timing of services to be performed by PIDWorks are set forth in Exhibit A, which is attached hereto and incorporated into this Agreement by this reference. 2.1 The Services to be provided by PIDWorks under the terms of this Agreement relate only to the District. 2.2 PIDWorks agrees that its services pursuant to this Agreement shall at all times be subject to the control and supervision of the City and nothing in this Agreement shall constitute an assignment of any right or obligation of the City under any applicable contract, agreement, or law. PIDWorks shall not represent to any property owner or any other person that it or any of its employees are acting as the City or employees of the City. 2.3 No substantial changes in the scope of services shall be made without the prior written approval of PIDWorks and the City. 2.4 PIDWorks shall supply all tools and means necessary to perform the services and production of the work product described in Exhibit A. ARTICLE III PAYMENT TERMS AND CONDITIONS 3.0 In consideration for the services to be performed by PIDWorks, the City agrees to pay PIDWorks the fees for all services and related costs and expenses set forth in Exhibit A. Beginning on the February 1 following the issuance of PID bonds and each February 1 thereafter, the fees shall increase by 2%. 3.1 Monthly Invoices shall be submitted to the City for work completed. City agrees to pay the amount due to PIDWorks upon receipt of each invoice. 3.2 Copies of all third party invoices for expenses, materials, or services provided to PIDWorks will accompany the invoice to the City. Mileage will be billed at the then applicable IRS standard rate. PIDWorks will pass any third party cost thm to the City without markup, and will not incur any expense in excess of $200 without written consent of the City. 3.3 The only source of payment for PIDWorks' fees and services shall be the District's administration account and/or deposits provided by the developer. The City general fund shall never be used to pay for any expenses relating to PIDWorks' administration of the District. In the event there is insufficient District funds in a given year to pay PIDWorks' fees and expenses, PIDWorks agrees to defer the fees and expenses until such time as there are sufficient District funds.