Res 2021-117/approving an agreement with P3Works, LLC for Public Improvement District administration services in connection with Whisper South Public Improvement District; authorizing the City Manager or his designee to execute the said agreement

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5.1This 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. 5.2Neither this Agreement or any duties or obligations under this Agreement may be assigned by P3Workswithout the prior written consent of the City. 5.3P3Works is a PID Administration firm, does not provide financial advice, and is not an Independent Registered Municipal Advisor under the SEC and MSRB Rules, therefore, P3Works will request an IRMA Exemption Letter if no City an IRMA Exemption acceptance letter in the general form attached as Exhibit B upon execution of the Agreement. 5.4The waiver by either party of a breach or violation of any provision of this Agreement will not operate as or be construed to be a waiver of any subsequent breach thereof. 5.5All records, reports, and other documents prepared by P3Worksfor the purposes of providing the services described in this Agreement shall be property of the City. All such documents shall be made available to the Cityduring the course of performance of this Agreement. Any reports, studies, photographs, negatives, or other documents or drawings prepared by P3Worksin the performance of its obligations under this Agreement shall be the exclusive property of the Cityand all such materials shall be remitted to the Cityby P3Worksupon completion, termination, or cancellation of this Agreement. 5.6The Cityacknowledges P3Works-how, trade secrets, confidential knowledge, source code, or other proprietary information relating to products, processes, services, software, formulas, developmental or experimental work, business plans, financial P3Works. This Agreement shall not in any way give rise to any requirement or obligation for P3Worksto disclose or release any Confidential Information. 5.7The headings and article titles of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part hereof. 5.8Should either party commence any legal action or proceeding against the other based upon this Agreement, the prevailing party shall be entitled to an award of reasonable attorney 5.9All notices, requests, demands, and other communications which are required to be given under this agreement shall be in writing and shall be deemed to have been duly given upon the delivery by registered or certified mail, return receipt requested, postage prepaid thereon, as follows: To P3Works:To City: Mary V. PettyBert Lumbreras Managing PartnerCity Manager P3Works, LLCCity of San Marcos, Texas 9284 Huntington Square, Suite 100630 E. Hopkins St. North Richland Hills, TX 76182San Marcos, TX 78666 Version 05.18.2021 3