HomeMy WebLinkAboutAgreement - Michael K. Nunley & Associates, Inc
AGREEMENT
THIS AGREEMENT is made and entered into in the City of San Luis Obispo on _____________
by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as
City, and MICHAEL K. NUNLEY & ASSOCIATES, INC., hereinafter referred to as Consultant.
W I T N E S S E T H
WHEREAS, on 6/19/19, requested proposals for Civil Engineering Design Services per
Specification No. 5009.2019.CE
WHEREAS, pursuant to said request, Consultant submitted a proposal that was accepted by
City for said services.
NOW THEREFORE, in consideration of their mutual promises, obligations and covenants
hereinafter contained, the parties hereto agree as follows:
1. Contract Term for On-Call Service Contracts. The term of this agreement shall be from the date
this Agreement is made and entered, as first written above. Services identified in this specification
will be contracted by the City for four years. Actual work may extend beyond the final date.
2. Cost Increases for On-Call Service Contracts and Contract Extension. Labor rates during the
contract term may be increased on an annual basis to reflect projected increases in labor costs and
overhead provided those increases are incorporated into the Consultant’s Proposal, which is
incorporated into this agreement by reference.
The term of the contract may be extended by mutual consent for an additional year. During this
extended period, labor rates may be increased to reflect increased labor rates and overhead
provided the City is notified and those increases are incorporated into the extension.
3. Work Delays. Should the Consultant be obstructed or delayed in the work required to be done
hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire,
earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due
to federal government restrictions arising out of defense or war programs, then the time of
completion may, at the City's sole option, be extended for such periods as may be agreed upon by
the City and the Consultant. In the event that there is insufficient time to grant such extensions prior
to the completion date of the contract, the City may, at the time of acceptance of the work, waive
liquidated damages that may have accrued for failure to complete on time, due to any of the above,
after hearing evidence as to the reasons for such delay, and making a finding as to the causes of
same.
4. Termination for Cause. If, during the term of the contract, the City determines that the Consultant
is not faithfully abiding by any term or condition contained herein, the City may notify the Consultant
in writing of such defect or failure to perform. This notice must give the Consultant a 10 (ten)
calendar day notice of time thereafter in which to perform said work or cure the deficiency.
If the Consultant has not performed the work or cured the deficiency within the ten days specified in
the notice, such shall constitute a breach of the contract and the City may terminate the contract
immediately by written notice to the Consultant to said effect. Thereafter, neither party shall have
any further duties, obligations, responsibilities, or rights under the contract except, however, any
and all obligations of the Consultant's surety shall remain in full force and effect, and shall not be
extinguished, reduced, or in any manner waived by the termination thereof.
In said event, the Consultant shall be entitled to the reasonable value of its services performed from
the beginning date in which the breach occurs up to the day it received the City's Notice of
Termination, minus any offset from such payment representing the City's damages from such
breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone
or task satisfactorily delivered or completed by the Consultant as may be set forth in the Agreement
payment schedule; compensation for any other work, services or goods performed or provided by
the Consultant shall be based solely on the City's assessment of the valu e of the work-in-progress
in completing the overall workscope.
The City reserves the right to delay any such payment until completion or confirmed abandonment
of the project, as may be determined in the City's sole discretion, so as to permit a full and complete
accounting of costs. In no event, however, shall the Consultant be entitled to receive in excess of
the compensation quoted in its proposal.
5. Termination for Convenience. The City also reserves the right to terminate the contract for
convenience, providing a 30 (thirty) calendar day notice, at any time upon a determination by the
Director that termination of the contract is in the best interest of the City. Upon termination notice
from the City, Consultant must, unless otherwise directed, cease work and follow the City’s
directions as to work in progress and finished goods. For termination of any services pursuant to
this Agreement, the City’s liability will be the lesser of a reasonable price for the services rendered
prior to termination.
6. Ability to Perform. The Consultant warrants that it possesses, or has arranged through
subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out
and complete the work hereunder in compliance with any and all applicable federal, state, county,
city, and special district laws, ordinances, and regulations.
7. Sub-contract Provisions. No portion of the work pertinent to this contract shall be subcontracted
without written authorization by the City, except that which is expressly identified in the Consultant’s
proposal. Any substitution of sub-consultants must be approved in writing by the City. For any sub-
contract for services in excess of $25,000, the subcontract shall contain all provisions of this
agreement.
8. Contract Assignment. The Consultant shall not assign, transfer, convey or otherwise dispose of
the contract, or its right, title or interest, or its power to execute such a contract to any individual or
business entity of any kind without the previous written consent of the City.
9. Inspection. The Consultant shall furnish City with every reasonable opportunity for City to ascertain
that the services of the Consultant are being performed in accordance with the requirements and
intentions of this contract. All work done and all materials furnished, if any, shall be subject to the
City's inspection and approval. The inspection of such work shall not relieve Consultant of any of
its obligations to fulfill its contract requirements.
10. Record Retention and Audit. For the purpose of determining compliance with various laws and
regulations as well as performance of the contract, the Consultant and sub-consultants shall
maintain all books, documents, papers, accounting records and other evidence pertaining to the
performance of the contract, including but not limited to the cost of administering the contract.
Materials shall be made available at their respective offices at all reasonable times during the
contract period and for three years from the date of final payment under the contract. Authorized
representatives of the City shall have the option of inspecting and/or auditing all records. For
Federally funded projects, access to records shall also include authorized representatives of the
State and Federal government. Copies shall be furnished if requested.
11. Conflict of Interest. The Consultant shall disclose any financial, business, or other relationship
with the City that may have an impact upon the outcome of this contract, or any ensuing City
construction project. The Consultant shall also list current clients who may have a financial interest
in the outcome of this contract, or any ensuing City construction project which will follow. The
Consultant staff shall provide a Conflict of Interest Statement where determined necessary by the
City.
The Consultant covenants that it presently has no interest, and shall not acquire any interest—direct,
indirect or otherwise—that would conflict in any manner or degree with the performance of the work
hereunder. The Consultant further covenants that, in the performance of this work, no sub-
consultant or person having such an interest shall be employed. The Consultant certifies that no
one who has or will have any financial interest in performing this work is an officer or employee of
the City. It is hereby expressly agreed that, in the performance of the work hereunder, the
Consultant shall at all times be deemed an independent Consultant and not an agent or employee
of the City.
12. Rebates, Kickbacks or Other Unlawful Consideration . The Consultant warrants that this
contract was not obtained or secured through rebates, kickbacks or other unlawful consideration,
either promised or paid to any City employee. For breach or violation of the warranty, the City shall
have the right in its discretion; to terminate the contract without liability; to pay only for the value of
the work actually performed; to deduct from the contract price; or otherwise recover the full amount
of such rebate, kickback or other unlawful consideration.
13. Covenant Against Contingent Fees. The Consultant warrants by execution of this contract that
no person or selling agency has been employed, or retained, to solicit or secure this contract upon
an agreement or understanding, for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained
by the Consultant for the purpose of securing business. For breach or violation of this warranty, the
City has the right to annul this contract without liability; pay only for the value of the wo rk actually
performed, or in its discretion, to deduct from the contract price or consideration, or otherwise
recover the full amount of such commission, percentage, brokerage, or contingent fee.
14. Compliance with Laws and Wage Rates . The Consultant shall keep itself fully informed of and
shall observe and comply with all applicable state and federal laws and county and City of San Luis
Obispo ordinances, regulations and adopted codes during its performance of the work. This
includes compliance with prevailing wage rates and their payment in accordance with California
Labor Code. For purposed of this paragraph, “construction” includes work performed during the
design and preconstruction phases of construction, including but not limited to, inspection and l and
surveying work.
15. Payment of Taxes. The contract prices shall include full compensation for all taxes that the
Consultant is required to pay.
16. Permits, Licenses and Filing Fees. The Consultant shall procure all permits and licenses, pay all
charges and fees, and file all notices as they pertain to the completion of the Consultant’s work. The
City will pay all application fees for permits required for the completion of the project including
building and regulatory permit application fees . Consultant will provide a 10 day notice for the City
to issue a check.
17. Safety Provisions. The Consultant shall conform to the rules and regulations pertaining to safety
established by OSHA and the California Division of Industrial Safety.
18. Public and Employee Safety. Whenever the Consultant's operations create a condition hazardous
to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect
and maintain such fences, temporary railings, barricades, lights, signs and other devices and take
such other protective measures as are necessary to prevent accidents or damage or injury to the
public and employees.
19. Preservation of City Property. The Consultant shall provide and install suitable safeguards,
approved by the City, to protect City property from injury or damage. If City property is injured or
damaged resulting from the Consultant's operations, it shall be replaced or restored at the
Consultant's expense. The facilities shall be replaced or restored to a condition as good as when
the Consultant began work.
20. Immigration Act of 1986. The Consultant warrants on behalf of itself and all sub-consultants
engaged for the performance of this work that only persons authorized to work in the United States
pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be
employed in the performance of the work hereunder.
21. Consultant Non-Discrimination. In the award of subcontracts or in performance of this work, the
Consultant agrees that it will not engage in, nor permit such sub-consultants as it may employ, to
engage in discrimination in employment of persons on any basis prohibited by State or Federal law.
22. Accuracy of Specifications. The specifications for this project are believed by the City to be
accurate and to contain no affirmative misrepresentation or any concealment of fact. Consultants
are cautioned to undertake an independent analysis of any test results in the specifications, as City
does not guaranty the accuracy of its interpretation of test results contained in the spec ifications
package. In preparing its proposal, the Consultant and all sub -consultants named in its proposal
shall bear sole responsibility for proposal preparation errors resulting from any misstatements or
omissions in the specifications that could easily have been ascertained by examining either the
project site or accurate test data in the City's possession. Although the effect of ambiguities or
defects in the specifications will be as determined by law, any patent ambiguity or defect shall give
rise to a duty of Consultant to inquire prior to proposal submittal. Failure to so inquire shall cause
any such ambiguity or defect to be construed against the Consultant. An ambiguity or defect shall
be considered patent if it is of such a nature that the Consultant, assuming reasonable skill, ability
and diligence on its part, knew or should have known of the existence of the ambiguity or defect.
Furthermore, failure of the Consultant or sub-consultants to notify City in writing of specification
defects or ambiguities prior to proposal submittal shall waive any right to assert said defects or
ambiguities subsequent to submittal of the proposal.
To the extent that these specifications constitute performance specifications, the City shall not be
liable for costs incurred by the successful Consultant to achieve the project’s objective or standard
beyond the amounts provided therefor in the proposal.
In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged
ambiguity or defect in the specifications, or any other matter whatsoever, Consultant shall
immediately notify the City in writing, and the Consultant and all sub-consultants shall continue to
perform, irrespective of whether or not the ambiguity or defect is major, material, minor or trivial, and
irrespective of whether or not a change order, time extension, or additional compensation has been
granted by City. Failure to provide the hereinbefore described written notice within one (1) working
day of Consultant's becoming aware of the facts giving rise to the dispute shall constitute a waiver
of the right to assert the causative role of the defect or ambiguity in the plans or specifications
concerning the dispute.
23. Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted
by law (including, but not limited to California Civil Code Sections 2782 and 2782.8),
Consultant shall indemnify, defend, and hold harmless the City, and its elected officials,
officers, employees, volunteers, and agents (“City Indemnitees”), from and against any and all
causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable
legal counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s
performance or Consultant’s failure to perform its obligations under this Agreement or out of
the operations conducted by Consultant, including the City’s active or passive negligence,
except for such loss or damage arising from the sole negligence or willful misconduct of the
City. In the event the City Indemnitees are made a party to any action, lawsuit, or other
adversarial proceeding arising from Consultant’s performance of this Agreement, the
Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse
the City Indemnitees their costs of defense, including reasonable legal fees, incurred in
defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services
involve a “construction contract” as that phrase is used in Civil Code Section 2783, this
paragraph shall apply in place of paragraph A. To the fullest extent permitted by law
(including, but not limited to California Civil Code Sections 2782 and 278 2.8), Consultant shall
indemnify, defend, and hold harmless the City, and its elected officials, officers, employees,
volunteers, and agents (“City Indemnitees”), from and against any and all causes of action,
claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’
fees and costs of litigation (“claims”), arising out of the Consultant’s performance or
Consultant’s failure to perform its obligations under this Agreement or out of the operations
conducted by Consultant, except for such loss or damage arising from the active negligence,
sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a
party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s
performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees
or at the City’s option, reimburse the City Indemnitees their costs of defense, including
reasonable legal fees, incurred in defense of such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and
the Scope of Services require Consultant to provide “design professional services” as those
phrases are used in Civil Code Section 2782.8, this paragraph shall apply in place of
paragraphs A or B. To the fullest extent permitted by law (including, but not limited to
California Civil Code Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold
harmless the City and its elected officials, officers, employees, volunteers and agents (“City
Indemnitees”), from and against all claims, damages, injuries, losses, and expenses including
costs, attorney fees, expert consultant and expert witness fees arising out of, pertaining to or
relating to, the negligence, recklessness or wil lful misconduct of Consultant, except to the
extent caused by the sole negligence, active negligence or willful misconduct of the City.
Negligence, recklessness or willful misconduct of any subcontractor employed by Consultant
shall be conclusively deemed to be the negligence, recklessness or willful misconduct of
Consultant unless adequately corrected by Consultant. In the event the City Indemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant’s
performance of this Agreement, the Consultant shall provide a defense to the City Indemnitees
or at the City’s option, reimburse the City Indemnitees their costs of defense, including
reasonable legal fees, incurred in defense of such claims. In no event shall the cost to defend
charged to Consultant under this paragraph exceed Consultant’s proportionate percentage of
fault. However, notwithstanding the previous sentence, in the event one or more defendants is
unable to pay its share of defense costs due to bankruptcy or dissolution of the business,
Consultant shall meet and confer with other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Consultant’s work or work product by any
indemnified party shall not affect, relieve or reduce the Consultant’s indemnification or defense
obligations. This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this
contract relating to insurance.
24. Non-Exclusive Contract. The City reserves the right to contract for the services listed in this
proposal from other consultants during the contract term.
25. Standards. Documents shall conform to City Standards and City furnished templates shall be used.
26. Consultant Endorsement. Technical reports, plans and specifications shall be stamped and
signed by the Consultant where required.
27. Required Deliverable Products and Revisions. The Consultant will be required to provide
documents addressing all elements of the workscope. Plans shall be prepared using City’s
standardized title blocks and coversheets. Draft plans may be submitted for review using either the
full D (24x36) format or a reduced 11x17 format. Consultant sha ll ensure that drawings and notes
are clearly legible if using the reduced format. Specifications and bid documents shall conform to
standard City formats unless authorized. The City’s current Standard Specifications and
Engineering Standards must be incorporated where applicable.
City staff will review any documents or materials provided by the Consultant and, where necessary,
the Consultant will respond to staff comments and make such changes as deemed appropriate.
Submittals shall include the previous marked up submittal (returned to the Consultant) to assist in
the second review. Changes shall be made as requested or a notation made as to why the change
is not appropriate.
2 copies of the draft preliminary reports, technical studies and 50% plans and estimate
1 copy of the final preliminary reports, technical studies plus markups
3 copies of the 90% plans, specifications and estimate plus 50% markups
1 copy of the 100% plans, specifications and estimate plus 90% markups
1 copy of the final plans, specifications and estimates plus 100% markups
1 copy of the final record drawings after construction
Draft reports and plan submittals shall be submitted as paper copies.
Final documents shall be submitted as camera-ready original, unbound, each page printed on only
one side, including any original graphics in place and scaled to size, ready for reproducti on AND
one electronic copy submitted in Adobe Acrobat format including all original stamps and signatures
In the event the City will be compiling the final specifications, incorporating the Consultant’s work,
the final specifications will also be required to be submitted in Microsoft Word format.
In the event the City will be completing the Record Drawings, the final plans will also be required to
be submitted in AutoCAD
Electronic files shall be submitted on CD and all files must be compatible with the Microsoft operating
system. Each CD must be clearly labeled and have a printed copy of the directory. Files may be
emailed to the City in lieu of putting them on CD.
28. Ownership of Materials. Upon completion of all work under this contract, ownership and title to
all reports, documents, plans, specifications, and estimates produced as part of this contract will
automatically be vested in the city and no further agreement will be necessary to transfer ownership
to the City. The Consultant shall furnish the City all necessary copies of data needed to complete
the review and approval process.
It is understood and agreed that all calculations, drawings a nd specifications, whether in hard copy
or machine readable form, are intended for one-time use in the construction of the project for which
this contract has been entered into.
The Consultant is not liable for claims, liabilities, or losses arising out of, or connected with the
modification, or misuse by the City of the machine-readable information and data provided by the
Consultant under this agreement. Further, the Consultant is not liable for claims, liabilities, or losses
arising out of, or connected with any use by City of the project documentation on other projects,
except such use as may be authorized in writing by the Consultant.
29. Release of Reports and Information. Any reports, information, data, or other material given to,
prepared by or assembled by the Consultant as part of the work or services under these
specifications shall be the property of City and shall not be made available to any individual or
organization by the Consultant without the prior written approval of the City.
The Consultant shall not issue any news release or public relations item of any nature, whatsoever,
regarding work performed or to be performed under this contract without prior review of the contents
thereof by the City and receipt of the City’s written permission.
30. Copies of Reports and Information. If the City requests additional copies of reports, drawings,
specifications, or any other material in addition to what the Consultant is required to furnish in limited
quantities as part of the work or services under these specifications, the Consultant shall provide
such additional copies as are requested, and City shall compensate the Consultant for the costs of
duplicating of such copies at the Consultant's direct expense.
31. Attendance at Meetings And Hearings. As part of the workscope and included in the contract
price is attendance by the Consultant at up to 1 public meetings to present and discuss its findings
and recommendations. Consultant shall attend as many "working" meetings with staff as necessary
in performing workscope tasks.
32. Requests for Review. The Consultant shall respond to all requests for submittal review or
contractor RFI’s within two weeks of receipt of the information from the City.
33. Project Proposal Submittal. Upon completion of the project scoping meeting, the Consultant shall
submit a proposed workscope, compensation and schedule within 10 working days. The cost
proposal shall include all costs including miscellaneous direct cost items.
34. Consultant Invoices. The Consultant shall deliver a monthly invoice to the City, itemized by project
work phase or, in the case of on-call contracts, by project title. Invoice must include a breakdown
of hours billed and miscellaneous charges and any sub-consultant invoices, similarly broken down,
as supporting detail.
35. Payment. For providing services as specified in this Agreement, City will pay and Consultant shall
receive therefore compensation in a total sum not to exceed the individual agreed upon project fee.
Should the Consultant’s designs, drawings or specifications contain errors or deficiencies, the
Consultant shall be required to correct them at no increase in cost to the City.
For on-call services, the City will pay and the Consultant shall receive compensation as agreed to
on a project by project basis.
The Consultant shall be reimbursed for hours worked at the hourly rates attached to this agreement.
Hourly rates include direct salary costs, employee benefits, overhead and fee. In addition, the
Consultant shall be reimbursed for direct costs other than salary and vehicle cost that have been
identified and are attached to this agreement. The Consultant’s personnel shall be reimbursed for
per diem expenses at a rate not to exceed that currently authorized for State employees under State
Department of Personnel Administration rules.
36. Payment Terms. The City's payment terms are 30 days from the receipt and approval by the City
of an original invoice and acceptance by the City of the materials, supplies, equipment or services
provided by the Consultant (Net 30).
37. Resolution of Disputes. Any dispute, other than audit, concerning a question of fact arising under
this contract that is not disposed of by agreement shall be decided by a committee consisting of the
City’s Project Manager and the City Director of Public Works, who may consider written or verbal
information submitted by the Consultant. Not later than thirty days after completion of all deliverables
necessary to complete the plans, specifications and estimate, the Consultant may request review
by the City Council of unresolved claims or disputes, other than audit, in accordance with Chapter
1.20 Appeals Procedure of the Municipal Code.
Any dispute concerning a question of fact arising under an audit of this contract that is not disposed
of by agreement, shall be reviewed by the City’s Chief Fiscal Officer. Not later than 30 days after
issuance of the final audit report, the Consultant may request a review by the City’s Chief Fiscal
Officer of unresolved audit issues. The request for review must be submitted in writing.
Neither the pendency of a dispute, nor its consideration by the City will excuse the consultant fro m
full and timely performance in accordance with the terms of this contract.
38. Disadvantaged Business Enterprise (DBE) Use for Federally Funded Projects. This
agreement is subject to Title 49, Part 26 Code of Federal Regulations entitled “Participation by
Disadvantaged Business Enterprises in Department of Transportation Financial Assistance
Programs” when project work is for a federally funded project. In order to ensure the State
Department of Transportation achieves its federally mandated statewide overall DBE goal, the City
encourages the participation of DBEs as defined in 49 CFR 26 in the performance of this agreement.
The City will make a determination on a project by project basis for reasonably expected DBE
participation to compete for the sub-consulting opportunities in this agreement. The Consultant is
responsible to be fully informed regarding the requirements of 49 CFR, Part 26
The Consultant shall notify the City of any changes to its anticipated DBE participation on fede rally
funded projects, maintain records of DBE usage and complete and submit to the City the final report
of DBE utilization prior to receiving final payment. Records shall show the name and business
address of each DBE and the total dollar amount actually paid to each.
The Consultant shall pay all sub-consultants within 10 calendar days from receipt of each payment
made to the Consultant by the City.
The Consultant shall carry out applicable requirements of Title 49 CFR 26 in the award and
administration of US DOT assisted agreements. Failure by the Consultant to carry out these
requirements is a material breach of this agreement, which may result in the termination of this
agreement or such other remedy as the City deems appropriate.
39. Agreement Parties.
City: Hai Nguyen
City of San Luis Obispo
919 Palm Street
San Luis Obispo, CA 93401
Consultant: Jon Hanlon, PE
Michael K Nunley & Associates, Inc.
P.O. Box 1604
Arroyo Grande, CA 93421
All written notices to the parties hereto shall be sent by United States mail, postage prepaid by
registered or certified mail addressed as shown above.
40. Incorporation by Reference. City Request for Qualifications Specification No. 5009.2019.CE and
Consultant's proposal dated 8/1/2019, are hereby incorporated in and made a part of this
Agreement. Should there be any conflict between terms set forth in the City Request for
Qualifications Specification No. 5009.2019.CE and Consultant’s proposal dated 8/1/201 9, the terms
in this agreement and City Request for Qualifications Specification No. 5009.2019.CE will govern.
41. Amendments. Any amendment, modification or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by the City Engineer.
42. Working Out of Scope. If, at any time during the project, the consultant is directed to do work by
persons other than the City Project Manager and the Consultant believes that the work is outside of
the scope of the original contract, the Consultant shall inform the Project Man ager immediately. If
the Project Manager and Consultant both agree that the work is outside of the project scope and is
necessary to the successful completion of the project, then a fee will be established for such work
based on Consultant's hourly billing rates or a lump sum price agreed upon between the City and
the Consultant. Any extra work performed by Consultant without prior written approval from the City
Project Manager shall be at Consultant's own expense.
43. Complete Agreement. This written agreement, including all writings specifically incorporated
herein by reference, shall constitute the complete agreement between the parties hereto. No oral
agreement, understanding or representation not reduced to writing and specifically incorporated
herein shall be of any force or effect, nor shall any such oral agreement, understanding or
representation be binding upon the parties hereto. For and in consideration of the payments and
agreements hereinbefore mentioned to be made and performed by City, Consultant agrees with City
to do everything required by this Agreement, the said specification and incorporated documents.
Authority to Execute Agreement. Both City and Consultant do covenant that each individual executing
this agreement on behalf of each party is a person duly authorized and empowered to execute
Agreements for such party.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and
year first above written.
CITY OF SAN LUIS OBISPO: CONSULTANT:
___________________________________
Michael K. Nunley & Associates, Inc.
___________________________________
Derek Johnson, City Manager Michael K. Nunley
President/CEO
APPROVED AS TO FORM:
__________________________________
Christine Dietrick, City Attorney
______________________________
Eileen Shields
Principal