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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ARTICLE IV TERMINATION OF THIS AGREEMENT 4.0 Notwithstanding any other provisions of this Agreement, either party may terminate this Agreement at any time by giving sixty (60) days written notice to the other party. If the City terminates under this paragraph: a) PIDWorks shall terminate all services immediately upon receipt of the City's notice of termination, except for services agreed to by the City necessary for PIDWorks to wind down work already in progress; and 2) City shall pay PIDWorks for all of PIDWorks' fees and expenses actually accrued or incurred to and including the date of termination, including any amount incurred or accrued in connection with work in progress agreed to by the City, within the later of 30 days of the effective date of the termination or the date of delivery to the City of all information and materials developed or accumulated by PIDWorks in performing the services hereunder. 4.1 Notwithstanding any other provisions herein, this Agreement and the obligations of the City under this Agreement are subject to the City's annual appropriation of lawfully available funds for the purposes herein during each fiscal year during the term of this Agreement. If funds are not appropriated during any fiscal year during the term of this Agreement, this Agreement shall automatically terminate effective as of the last fiscal year for which funds were appropriated, and PIDWorks shall have no recourse against the City for such failure to appropriate funds. ARTICLE V 5.0 This Agreement supersedes any and all agreements, either oral orwritten between the parties hereto with respect to rendering of services by PIDWorks for the City and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party of this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. 5.1 This Agreement shall be administered and interpreted under the laws of the State of Texas. This Agreement shall not be construed for or against any party by reason of who drafted the provisions set forth herein. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of this Agreement shall remain in full force and effect.