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HomeMy WebLinkAboutA45-04AGREEMEN T THIS AGREEMENT is made and entered into in the City of San Luis Obispo on July 1, 2004 by an d between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and DAVI D TAUSSIG & ASSOCIATES, hereinafter referred to as Special Tax Consultant . WITNESSETH: WHEREAS, on May, 11, 2004, City requested proposals for special tax consultant services to assist i n financing the construction of Prado Road freeway interchange improvements per Specification No . 90471-B ; an d WHEREAS, pursuant to said request, Special Tax Consultant submitted a proposal that was accepted b y City for said services . NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows : 1. TERM . The term of this Agreement shall be from the date this Agreement is made and entered , as first written above, until acceptance or completion of said services . 2. INCORPORATION BY REFERENCE .City Specification No . 90471-B and Special Ta x Consultant's proposal dated June 2, 2004 are hereby incorporated in and made a part of this Agreement . 3.CITY'S OBLIGATIONS . For providing services as specified in this Agreement, City will pay and Special Tax Consultant shall receive therefor compensation in an amount not to exceed $23,500 . N o compensation will be earned by the Special Tax Consultant until the City issues a notice to proceed pursuant t o Section 4 of this Agreement . 4.SPECIAL TAX CONSULTANT'S OBLIGATIONS .For and in consideration of the payment s and agreements hereinbefore mentioned to be made and performed by City, Special Tax Consultant agrees with Cit y to do everything required by this Agreement and the said specifications . Services under this Agreement will no t begin until the City issues a notice to proceed to the Special Tax Consultant . If the City does not issue this notice within 90 days after the date of this Agreement, then the Agreement will be terminated (unless an extension i s mutually agreed to by the parties through an amendment to the Agreement); and no compensation will be due to th e Special Tax Consultant in accordance with Section 3 of this Agreement . 5.SPECIAL TAX CONSULTANT'S OWNERSHIP OF COMPUTER FINANCIAL MODELS . Notwithstanding Paragraph 6 of the Special Terms and Conditions of City Specification No . 90471-B, all computer financial models, including without limitation complilations of formulas and spreadsheet models use d -1 - 4qf-oy or developed by the Special Tax Consultant in performing its work, are proprietar y and shall remain property owned solely by the Special Tax Consultant . 6. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreemen t shall be in writing and shall be effective only upon approval by the City Administrative Officer . 7.COMPLETE AGREEMENT . This written Agreement, including all writings specificall y 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 o f any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the partie s hereto . 8. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postag e prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obisp o 990 Palm Stree t San Luis Obispo, CA 9340 1 Special Tax Consultant David Taussi g David Taussig & Associate s 1301 Dove Street, Suite 60 0 Newport Beach, CA 9266 0 9.AUTHORITY TO EXECUTE AGREEMENT .Both City and Special Tax Consultant d o covenant that each individual executing this agreement on behalf of each party is a person duly authorized an d empowered to execute Agreements for such party . IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and yea r first above written. ATTEST: CITY OF SAN LUIS OBISP O By : WAAArk,,(( frCity Administi ve Office r APPROVED AS TO FORM : SPECIAL TAX CONSULTAN T By :