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CITY OF CAMARILLO
AGREEMENTFORPROPERTYTAX
CONSULTING/AUDIT SERVICES
: This AGREEMENT (the ''Agreement") is made and entered into as of the .2i_ day of :JlAY\{., • 2015 by and between the CITY OF CAMARILLO, a municipal corporation hereinafter called CITY, and HdL Coren & Cone, a California Corporation hereinafter called CONTRACTOR. •
RECITALS
WHEREAS, property tax revenues can be verified and potentially increased through a system of continuous monitoring, identification and reconciliation to county records; and WHEREAS, an effective program of property tax management will assist the CITY in fiscal, economic and community development planning; and WHEREAS, CITY desires the property tax data based reports and data analysis required to effectively manage the CITY property tax base and identify and recover revenues misallocated within the CITY, or to other jurisdictions; and
WHEREAS, CONTRACTOR is a state•wide expert in such data analysis with over 190 public agency clients for whom such services are perfonned and has the programs1 equipment, data and personnel required to deliver the property tax services referenced herein; WHEREAS, CITY prefers to pay for certain of such services through a contingency arrangement where payment is made from monies recovered and CONTRACTOR is willing to base its compensation on such a risk-based formula.
NOW, THEREFORE, CITY and CONTRACTOR, for the consideration hereinafter described, mutually agree as follows:
1.0 DEFINITIONS
For purposes of this Agreement, the following terms shall ·have the meaning stated below:
Audit Review: '~Audit" or HAudit Review" shall mean the comparison of databases to ensure that parcels are correctly coded with the appropriate tax rate area to return revenue to the client city or redevelopment agency, Audits include the secured and unsecured tax rolls and where secured records are corrected; the corresponding unsecured records related to those properties are also corrected. A review of the calculation methodologies developed by auditor/controller offices in the administration of property tax revenues or tax increment revenues is-· made to· ensure compliance .. New annexations and newly created redevelopment project areas are audited the 1st or 2nd year after the area's adoption due to the timing of LAFCO and the State Board of Equalization in assigning new tax rate areas and county processing of those changes. 01089/0001/61175.03 CC AQreement No. 2015-47
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County: "County" shall mean the County in which the CITY is located . . .
Database: "Dataoase~1 -. shall·. mean a computerized listing. of property tax parcels and .. information compiled for ¢!TY from information provided by the County. • •• Days: "Days" shall mean calendar days.
Project Area: "Project Area(s)" shall mean the project areas of former redevelopment agency
Property Tax Roll: "Property Tax Roll" shall mean the assessed values of parcels on the secured and unsecured lien date rolls as reported by the County.
Proprietary Information: "Proprietary Information" shall be the reports, technical infonnation, compilations of data, methodologies, formula, software, programs, technologies and other processes previously designed and developed by CONTRACTOR and used in the performance of the services hereunder.
Successor Agency: "Successor Agency" means the City's administration pursuant to Section 34176 of the Health and Safety Code of the former community redevelopment agency of CITY).
Recovered./Reallocated Revenue: "Recovered or Reallocated Revenue" shall mean additional revenue received as a result of an audit or review of properties submitted for correction or for corrections due erroneous calculations or incorrect methods of distributing revenue discovered by the CONTRACTOR and then made by county agencies which result in a return of additional revenue to the city/agency. Reviews of city administered pass throughs are performed to ensure the correctness of distributions being made to participating agencies.
Scope of Services: ''Scope of Services" shall mean all of the Base Services specified in Section 2.0, the Optional Services in Section 3 .0, the Additional Services in Section 4.0, or any other services rendered hereunder.
TRA: "Tax Rate AreaH shall mean the area subject to the tax rate.
2.0 BASE SERVICES
The CONTRACTOR shall perfonn all of the following duties as part of the Base Services provided hereunder, unl~ss otherwise specified in writing by the Contract Officer:
2.1 Analysis And Identification Of Misallocation Errors (Contingent Fee)
(a) In the first year of this Agreement, and ·as necessary thereafter but not less than once every five (5) years, CONTRACTOR shall conduct an analysis to identify and verify in the CITY parcels on the secured Property Tax Roll which are not properly attributed to a CITY, and will provide the correct TRA designation to the proper County agency. 2 01089/0001/61175.03
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Typical errors include parcels assigned to incorrect TRAs within the CITY or an adjacent city, and TRAs allocated to wrong taxing agencies .
..... ... .. .., .. .. ..... :·.: .: .··.:· .. "'.:~--·, ··_.:··" .. : . ..... ,j.:~~-·; •• ... -...... --.. ' ••• : · _ ·:·_: .... -1.·•- ...... -,"' ••• •• • : :., . .... • (b) CONTRACTOR shall annually reconcile the annual auditor~ controller assessed valuations report to the assessor's lien date roHs and identify discrepancies. (c) CONTRACTOR shall annuaily review parcels on the unsecured Property Tax Roll to identify inconsistencies such as value variations, values being reported to a mailing address rather than the situs address. and errors involving TRAs (to the extent records are available).
(d) CONTRACTOR may audit g~neral fund or tax increment
property tax revenue or other revenues attributable to the SUCCESSOR AGENCY and CITY, districts, (including but not limited base year value audits; administration of tax sharing agreements; tax increment allocation reviews; county allocation and payments reviews).
2.2 Annual Services (Fixed Fee)
Annually, after the Property Tax Roll is available:
(a) CONTRACTOR shall establish a Database for CITY for
available through CONTRACTOR's online property tax application. 01089/000L/61175.o3
(b) Utilizing the Database, CONTRACTOR will provide:
(1) A listing of the major property owners in the CITY1 including the assessed value of their property.
(2) A listing of the major property tax payers, including an estimate of the property taxes.
(3) A listing of property tax transfers which occurred since the prior lien date.
( 4) A comparison of property within the CITY by county-use code designation.
(5) A listing by parcel of new construction activity between tax years to provide reports for use in the. CITY
1 s preparation of Gann
(Propositions 4 and 111) State Appropriation Limit calculations. (6) Calculate an estimate of property tax revenue anticipated to be received for the fiscal year by the CITY. This estimate is based upon the initial information provided by the County and is subject to modification. This estimate shall not be used to secure the indebtedness of the CITY. (7) Development of forecast of estimated general fund property tax revenue for future fiscal years.
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(8) Development of historical trending reports involving taxable assessed values for the CITY, median and avetage sales prices, -••-·::; .. :forecl6Sute:activJ:ty,and:related·:e.conomtcsJ:r::e.p.~s~.·•· -~·.:" • :· :.· ·.: ·- :_.·./:·: :.:... :: .. ··2··:~: .. _:.~ ~:.:"··· (9) Upon written request, analyses based on geographic areas designated by the CITY to include assessed valuations and square footage computations for use in community development planning.
2.3 Successor Agency Services
Successor Agency Services including but not limited to:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
G)
Tax inc,:ement projections
Cash flows for- the Suc~e_ssor 'Age!}CY by Project Area A~sistance with Redevelopmeni.Obligation Payment Schedules • • Assistance 'in providing property tax information for the taxing ag~ncies receiving property tax revenues from fonner Project Areas . • • - • '
Estimates of property tax revenues to be received by the trucing entities from fonner Project Areas •
Provide property tax information to the Oversight Board at the • direcfron of the Successor Agency
Provide access to the Oversight Board to City and fonner redevelopment agency documents at 1he direction of the Successor Agency
Monitor the County distribution of tax-sharing revenues to the taxing entities of the former redevelopment agency
Coordinate with the Auditor-Control!er the relationship between the- tax-sharing, debt service and other obligations of former redevelopment agency
Prepare as needed an assessment resources available to the Successor Agency to meet the long tenn obligations of the former redevelopment agency
2.4 Quarterly Services/Monthly Services (Fixed Fee)
The CONTRACTOR shall perform the following services quarterly:
(a) A listing of property tax appeals filed on properties in the CITY (selected counties).
(b) A listing of property transfers that have occurred since the last report.
(c) Monthly update of CONTRACTOR'S web-based software
program to include parcel transfer data and, in select counties, appeal updates. 4 01089/0001/61 !75,03
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2.5 On-Going Consultation (Fixed Fee)
~'.. .,.:.·. ·., . ·:~·,._:.: • .. . ,;.,D,uring·, htr:ter,m~.O:f-ihis.;A:gtee.ment, • • QNTRACT.QR.:wil-hser~c-~ .~-1h.e;:CI'.[Y~.:·t,~.QW..ce staff on questions relati-ng to property tax and assist in estimating current year property tax revenues. On~going consultation would include, but not be limited to, inquiries resolved through use of the CITY's database. . . .
3.0 OPTIONAL SERVICES
The following services al'e available on a time and materials basis:
3.1 Specified Data
Generation of specialized data-based reports or the development of special geo-based designations from CITY maps or geographic al'eas which would .J:equire additional programming, the purchase of additional data~ costs· for county staff research, additional historical parcel tracking by CONTRACTOR or similar matters not necessary to carry out ·services outlined in Section 2.0. •
3.Z County Research
Any research with County agencies for which CONTRACTOR does not have a current database. •
3.3 Specialized Services
Other services for which the CONTRACTOR has expertise as requested by the CITY.
3.3 Additional Meetings Requested
Meetings in excess of the annual meeting to review the analysis of property tax data, trending information, and other findings with CITY shall be considered an Optional Service.
4.0 ADDITIONAL SERVICES
CITY ~hall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of up to $25,000, or in the time to perform of up to one hundred eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 5 ••• • ·· • I'· •• ,. ·•
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5.0 OBLIGATIONS OFTHE "PARTIES WITH RESPECTTO SERVICES
--~-- ---- .: :.:. :..;: .:. :::_:.~·;:_~;. ; __ •:;:;.::::.',: .;:·;7 5;1 _ ·, ·,; :_;::City;Mate.rials:and;Suppor.h ~::;;,,:-: • CITY agrees to provide the following infonnation:
·1 , ·current CITY maps;
2. A copy of rep011s received by the CITY annually from the Auditor~ Controller's office detailing assessed values (secured, unsecured and utilities), as well as unitary values for reconciliation analysis;
3. Parcel listing and maps of CITY parcel annexations since the lien date roll; • • • .... . :, .... : ... .... • • • • · .·.. . . ... - . •
4. A.:listing'. of.the .CIT.YJ~vies assessment districts and direct assessments.
5. SUCCESSOR ·AGENCY formation documents, debt service schedules, plan caps, DPAIOPA agreements. ... . : . • . . .
6, Remittance Advices
5.2 Compliance with Law
All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the CITY and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered.
5.3 License, Permits, Fees and Assessments
CONTRACTOR shall obtain such licenses, permits and approvals (collectively the "Permits") as may be required by law for the perfonnance of the services required by this Agreement. CITY shall assist CONTRACTOR in obtaining such Permits, and CITY shall absorb all fees, assessments and -taxes which are necessary for any Pennits required to be issued by CITY.
5.4 Further Responsibilities of Parties
Both parties agree to use reasonable care and diligence to perfonn their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.
6.0 CONSIDERATION
6.1 Base Fixed Fee Services
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CONTRACTOR shall provide the Base Services described in Section 2.0 above, for a fixed annual fee of $15,840.00 (invoiced quarterly).
, : - ••- ••" • • • '-···· • ..._._ ,. , ., , : .-.,. .- , • • .,, . -...:..•.- 1••.J',,- • ''•'•" '•-'• . --, •. - - · .A,1",,; ~ •• •,--. ,•. , '.• .., . , __ .• '. •- • - -'· ' . • ••: _ ... _._ -- 9 -~- .. , " 1--•1 - ..,. ..:;:: _____ _ __ • • • - · --; . - -·~- - - ••• • • - - - - - - ·- -· , __ , ~ -{• -- , , __ ., • ........ . • · - ·---.--- •• ,. - , - • -- ,/" - -- The fee for the first 3 years of this Contract shall be the annual fixed fee as noted, In the fourth (4th) year of th.e contract the Base Fixed Services Fee shall be adjusted by the California Con_~wner Pri9e Index (CGPI) for aH urban consumers as determined by the California Department of Industrial Relations as measured February of the first year to February ot third year of this Contract. The revised Base Fixed Services Fee including the CCPI adjustment shall apply to the 4th and 5th years of the Contract. If this Contract-is extended month to month as provided for in Sectio 7.4, the Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) for all items as determined by the California Department of Industrial Relations as measured February to February by the California All Urban Consumers index.
Base Contingent Fee Services
For Base Services pursuant to Section 2.1 which are payable on a contingent basis, CONTRACTOR shall receive 25 percent of general fund or tax increine11t property tax revenue or other revenues attributable to SUCCESSOR ~GEN CY, CITY, districts, or funds recovered or reallocated which are directly or indirectly the result of an audit, analysis or consultation perf01med by CONTRACTOR, (including but not limited to base year value audits; administration of tax sharing agreements; tax increment allocation reviews; county allocation reviews). CONTRACTOR shall separate and support said reallocation and provide CITY with an itemized invoice showing all amounts due as a result of revenue recovery or rea!location.
CITY shall pay audit fees after Contractor's submittal of evidence that corrections have been made by the appropriate agency. Payment to CONTRACTOR shall be made within thirty (30) days after CITY receives its first remittance advice during· the fiscal year for which the correction applies.
6.2 Optional Services
Fees for Optional Services as outlined in Services in Section 3.0 above (except Section
3.4) shall be billed at the following hourly rates:
Partner $225 per hour
Principal $195 per hour
Programmer $150 per hour
Associate $150 per hour
Senior Analyst $100 per hour
Analyst $ 65 per hour
Administrative $ 45 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONTRACTOR annually. On July 1st of each year CONTRACTOR shall provide CITY with an updated schedule of hourly rates. The rates will not be increased by more than five percent (5%) per year. In addition, expenses for Optional Services shall be billed at 1. 15 times actual incurred costs.
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6.3 Indirect Expenses
:::: .... :'.. _,·-:. .. :.:.:.:...::_;~·;::.:.\,.'-Ex:'cept-al-specitied:.a.tio.v~;dnt>,dther,,'cha11ges,shall be:made for direcLo.td11dire.c.texp.enseL , .. ~ . , .... incurred by CONTRACTOR in performing the services in the Scope of Services including for administrative overhead, salaries of CONTRACTOR'S employees, travel expenses or similar matters.
6.4 Due Date
All fees are due 30 days immediately foHowing billing, All amounts that are not paid when due shall accrue interest from the due date at the rate of one percent per month (12% per annum).
7.0 TERM PERFORMANCE SCHEDULE
7.1 Time of Essence
Time is of the essence in the performance of this Agreement.
7.2 Sehedule of Performance
CONTRACTOR shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance'' attached hereto as Exhibit HA'\ and incorporated herein by this reference. When requested by the CONTRACTOR, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
7.3 Force Maieure
The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the CONTRACTOR, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires. earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay, The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when arid if in the )udgment of the Contract Officer such delay is justified.
7.4 Term
nless earlier terminated in accordance with SectioJ:1 9 11 o.£ this greem.ent, this Agreement shall continue in full force and effect for five (5) years, tind, unless a noti~e of 8 0I089/0001/61175,03 CC Ai:ireement No. 2015-47
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termination is given on the fourth anniversary date, shall be automatically extended from year to year until and such notice shall be given.
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8.0 COORDINATION OF WORK
8.1 Representative of Contractor . ·"· .
The following principals of CONTRACTOR are hereby designated as being the principals and representatives of CONTRACTOR authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
Paula Cone
HdL COREN & CONE
1340 Valley Vista Drive, Suite 200
Diamond Bar; CA 91765
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a subst;mtiaJ inducement for CITY to enter into this Agreement.
Therefore, the foregoing ·principaJs·· shall ·be res~oMible during the term of this Agreement for directing all activities of CONTRACTOR and devoting sufficient tim~ to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by CONTRACTOR without the express written approval of CITY.
8.2 Contract Officer
The Contract Officer shall be such person as may be designated by the City Manager of CITY. It shall be the CONTRACTOR'S responsibility to assure that the Contract Officer is kept infonned of the progress of the perfonnance of the services and-the CONTRACTOR shall refer any decisions which must be made by CITY to the Contract Officer. Unless otherwise specified herein) any approval of CITY required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the CITY required hereunder to carry out the terms of this Agreement.
8.3 Prohibition Against Subcontract ing or Assignment
The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for the CITY· to enter into this Agreement.
Therefore, CONTRACTOR shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than fifty percent (50%) of the present ownership and/or control of CONTRACTOR, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer~ including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shaII 9 ()1089/000l/6117S,03 CC Aoreement No. 2015-47
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release the CONTRACTOR or any surety of CONTRACTOR of any liability hereunder without __ __ t~e_e~rr~s-~ __ c?nsent of C!TY: ____ ... _ _ _ __ ~~ . __ _ •• _ ._:._ ._:. ,, • .;,- .',.••._.1;•••-••-• •.,. · •.· . :: . ..: : •. •• •.•,:•,•~- ',•,.;,.~•-,.::, ~--:···•,•· .:.... •• _'•-• • .... . ·.'••:·, •,·. ;1 ol • ' •• • ,:, •• : ., •.,, • ., •
8.4 Independent Contra ctor
Neither the CITY nor any of its employees shall have any control over the manner, mode or means by which CONTRACTOR, its -agents or employees, perform the services required herein1 except as otherwise set forth herein. CITY shall have no voice in the selection, discharge, supervision or control of CONTRACTOR'S employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONTRACTOR shall perform all services required herein as an independent CONTRACTOR of CITY and shall remain at all times as to CITY a wholly independent CONTRACTOR with only such obligations as are consistent wit~ that role. CONTRACTO;R,shall not at any time 01'. in, .any manner represent that it.or any_ofit~ agentS:0r employee's are agents" or employees of CITY. ·ctTY shall not in any way or Joi- any ·µurp·ose become or be deemed to be a partner of CONTRACTOR in its business or otherwise or ajoint venturer or.a member qf any joint enterprise with CONTRACTOR.
INSURANCE AND INDEMNIFICATION
.
8.5 Insurance
The CONTRACTOR shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to CITY, during the entire term of this Agreement including any ex.tension thereof, the following policies of fo.surance:
(a) Comprehensive General Liability Insurance. .The policy of insurance shall be in an amount not"less than either (i) a combined single limit of $1,000,-000 for bodily injury, death and property damage 01· (ii) bodily injury limits of $500,000 per person, $1,000,000 per occurrence and $1,000,000 products and completed operations and property damage limits of $500,000 per occurrence and $500,000 in the aggregate.
(b) Worker's ComRensation Insurance. A policy of workees compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the CONTRACTOR and the CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the CONTRACTOR in the course of carrying out the work or services contemplated in this Agreement. . .
(c) Automotive Insurance. A policy of comprehensive automobile liability insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $250,000 per person and $500,000 per occurrence and property damage liability limits of $100,000 per occurrence and $250,000 in the aggregate or (ii) combined single limit liability of $500,000. Said policy shall include coverage for owned, non-owned, leased and hired cars.
(d) En·oxs and Omissions (Professional Liability). A policy of professional liability issuance written on a claims made basis in an amount not less than One Million Dollars ($1,000,000).
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8.6 General Requirements. All of the above policies of insurance shall be primary insurance and shall name the CITY, its officers, employees and agents as additional ·· ··· ·. · ...... -. - ,:insureds: :Thtf'.i'nsurer-. -shall:-wai ·e all ~r.ights::·of:,subro·ga:tion :and·.cont:dl,,.ution'.·it:may.. ;hw-~;&g~inst::.:~: .. :::;;::::_i .: . ·:
the CITY, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing ..thirty 00). days ,pfiQr y,,i:itt.~1;1 n<?~il,.e by r:~gi~ter~~_rµail_ to the CIT>(. In_ the ey~n~ any _of said policies of insurance are cancelled, the CONTRACTOR shall, prior to the cancellation date, submit new evidence cif insurance jn conformance with this Section 9.0 to the Contract Officer.
No work or services under this Agreement shall commence until the CONTRACTOR has provided the CITY ·with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the CITY.
8. 7 Indemnification
. . . .
CONTRACTOR agrees to inq·em.nify the CITY, its. offlc~tS,,. agent~ aud employees against, and will hold and sav~ them.aii<tea.ch oftliei:ri harmless from, My.and.all actions, suits, claims, damages .to, per$0!:1~ or property~. lo~ses, costs, penalti~, obligations: 'etr(?:fS, omissions or liabilities, (herein "claims or. liabilities'.'). th~t .may be asserted· or claimed by ·any .person, finn or entity arising out of or in c.onriection with the negligent perfonnance of the work, operations or activities of CONTRACTOR, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of CONTRACTOR hereunder. or arising from CONTRACTOR'S negligent performance of or failure to perfonn any tenn, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the CITY, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the CITY, its officers, agents or employees, who are directly responsible to the CITY. 8,8 Sufficiency of Insurer or Surety
Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated ~'N' or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, wtless such. 1·equirements are waived by the ·rusk Manager of the CITY due to unique circumstances. In the event the Risk Manager of CITY (''Risk Manager") determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the CITY, the CONTRACTOR agrees that the minimum limits of the insurance policies and the performance bond required by this Section 9.0 may be changed accordingly upon receipt of wl'itten notice from the Risk Manager; provided that the CONTRACTOR shall have the right to appeal a determination ~fincreased coverage by the Risk Manager to the CITY . Council of CITY within 1 0 days of receipt of notice from the Risk Manager.
9.0 RECORDS AND REPORTS
9.1 Reports
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CONTRACTOR shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract :::::::.~:· .:::.~·~.:. ~- .. :. ~ .:.: Offioer ·:shall ~tequire ::-·. ·-~ .-.. : ·:._:: :·.!"·::·.:~:: :::.:.:::.:.::: .. : : . -: • ... · .. ·.: :.::~:: • ... :.:. • • : ·~ . : : ·.: .·. :· :-~-'.. .. ~:"·_.: ... :_::: ·: .. . · .. •. "":,:.:·: :.:·:· .- :• ..... :· .. ~ .. . _:. • •
9.2 Records
• "CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit and make records and transcripts from such records.
Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the CITY shall-have access to such records in the. event any audit is required. • ' • • •
9.3 Non-Disclosure of Proprietary Infot·mation
In performing it~· duties :under this Agreement, CONTRACTOR will produce reports, technical information and other compilations of data to CITY. . These reports. technical information and compilations of data are derived by CONTRACTOR using methodologies, fonnulae, programs, techniques and other processes designed and developed by CONTRACTOR at a substantial expense. CONTRACTOR'S reports, technical information~ compilations of data, methodologies, formulae, software, programs, techniques and other_ processes designed and developed by CONTRACTOR shall be referred to as Proprietary Information.
CONTRACTOR'S Proprietary Information is not generally known by the entities with which CONTRACTOR competes.
CONTRACTOR desires to protect its Proprietary Information. Accordingly, CITY agrees that neither it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will at any time during or after the term of this Agreement, directly or indirectly use any of CONTRACTOR'S Proprietary Information for any purpose not associated with CONTRACTOR'S activities. Further, CITY agrees that it nor any of its employees, agents, independent contractors or other persons or organizations over which it has control, will disseminate or disclose any of CONTRACTOR 1 S Proprietary Information to
any person or organization not connected with CONTRACTOR, without the express written consent of CONTRACTOR. The CITY also agrees that consistent with its obligations under the California Public Records Act and related disclosure laws, it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONTRACTOR'S Proprietary Infonnation.
Any use of the Proprietary Information or any other reports, records, documents or other materials prepared by CONTRACTOR hereunder for other projects and/or use of uncompleted documents without specific written authorization by the CONTRACTOR will be at the CITY's sole risk and without liability to CONTRACTOR, and the CITY shall indemnify the CONTRACTOR for all damages· resulting therefrom.
9.4 Release of Documents Pursuant to Public Records Act 12 010&9/0001/61175,03
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··-··-····•· ... - . -·····•·- ... -······-·· .... ......... --,- . .., ... ·-··--· -·•· .......... .. I • • Notwithstandh1g any other provision in this Agreement, all obligations relating to disclosure of Proprietary Infonnation remain subject to the Freedom of Infonnation Act or Cal ifomfiCPublic· Records\Act,~GaL,:Gov!t:code-§§ -625 o.:erseq; {oollecti:vely; the ·'~PRA.!');,. The .,.:: :: .. ::. : • • .. •• .. -· .- .
Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar statute, the CITY in good faith will make the determination as to whether the material is .disclosea,bl~ .or exempt under the statute, and . . shall . re~ist the discJosµre qf ;I'rop~ietary Information which is exempt from disclosure to the extent allowable under the law. CITY shall advise CONTRACTOR in writing five (5) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore, and if CONTRACTOR then timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the information. In such ca.se, CONTRACTOR shall then be solely liable for defending the non disclosure and shall indemnify and hold CITY harmless for such nondisclosure.
ENFORCEMENT OF AGREEMENT
9.5 California Law
'.fhls Agreemet?,t shall be constr~ed and interpreted both.as to validity a.nd to performance of the parties in accordan9e witl?, the la~s . of the' ·state of Caiifornia, • ~egal • ~ctions concein.iug any dispute, claim or m~tter arising out of or in relation to·this Agreement shall be instituted· in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and CONTRACTOR covenants and agrees to submit to -the personal jurisdiction of such court in the event of such action.
9.6 Disputes
In the event of any dispute arising under this Agreement, the injured patty shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten ( 10) days of service of such notice and completes the cure of such default within forty-five ( 45) days after service of the notice, or such longer period as may .be permitted by the injured party; provided that if the default is an immediate danger to the health) safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit CITY's or the CONTRACTOR'S right to terminate this Agreement without cause pursuant to Section 11.6.
9.7 Waiver
No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A partf s consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.
9.8 Rights and Remedies are Cumulative
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Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the dgh.ts and remedies of the parties are cumulative and the exercise by either party -· ••, •- - , ~.::.:•.:.:.of. one-of hiote:· ef.:suclFr.ights-oi:._-reirreclies•.:shall~not. preclude :.the.:exercise·. by· it;. at· the.:same:..or...:.: ~ .·: .... ••. • . • .. different times, of any other rights or remedies for the .same default or any other default by the other party.
Legat" Action
9.10 In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
9.11 Termination Prior to Expiration of Term
This Section shall govern any termination of this Agreement. The Parties reserve the right to terminate this Agreement at any time;. with o·r without cause, upon forty-five ( 45) days' written notice to the non•terminating party, except that where temunation is for cause, the Parties will comply with the dispute resolution process in Section 11.2. Upon issuance of any notice of termination, CONTRACTOR shaH ·irnmediately cease all services hereunder except such as may be specifically approved by the. Contract Officer. The CONTRACTOR shall be entitled to compensation for all services rendered prior to the effective date of the notlce of termination and for any services authorized by the Contract Officer thereafter. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non terminating party with the oppo11unity to cure pursuant to Section 11.2.
9.12 Attorneys' Fees
If either party to this Agreement is required to initiate or defend ~r made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attornefs fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.
10.0 CITY OFFICERS AND· EMPLOYEES: NON-DISCRIMINATION
10.1 Non-liability of CITY Officers and Employees
Ne;, officer or employee of the CITY shall be personally liable to the CONTRACTOR, or any successor in interest, in the event of any default or bl"each by the CITY or for any amount which may become due to the CONTRACTOR or to its successort or for breach of any obligation of the terms of this Agreement.
10.2 Conflict of Interest
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......... .
No officer or employee of the CITY shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the ·:.-·. ·t.;·:: · . :· . .::Agreernertt:·which::::effects:::his···financial. interest. or. the . .financial· Jnterest.·of...any cprp.orntion~ :i.::. i .. . : . : _· partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The CONTRACTOR warrants that it has not paid or given and will .... p,.ot pay_or giv~ !'l.!.lY..thir4_p_~i:tY __ any rnon~y_o_r oth~~ considerati~n for obtaining this Agreement. . . - . .. . .• . '• ...... ' ...... •· .... : . 10,3 Covenant Against Discrimination
CONTRACTOR covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them> that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national. origin, or ancestry . in the • perforl)lance. of this Agreement.
CONTRACTOR shall take affirmative action to fu~ure that applic-arifs ·are ·employed anq that employees are treated during employment without regard to. their race1 color; creed, religion, sex, marital status, national origin, or ~nceslry. .-._. .. • • '· .. • . . 11,0 MISCELLANEOUS PROVISio':Ns • ·-•.
11.1 Notice
Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first~class maH addressed as follows:
CITY
CONTRACTOR; HdL COREN & CONE
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
Either pa1ty may change its address by notifying the other pa1ty of the change of address in writing. Notice shall be deemed communicated at the time persona11y delivered or in seventy• two (72) hours from the time of mailing if mailed as provided in this Section.
11.2 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.
11.3 Integration; Amendment
It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be 15 01089/0001/61] 75.0J
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....... · ·· · -···- .... 1. w--" ~ - --- .. , ....... -. •• ~-- ..... --· ·- .. • • - ~ - ··· - ... '
' •
used to interpreqhis Agreement. This Agreement may be amended at any time by' the mutual consent of the parties by an instrument in writing .
.... . • .. • • • • t• ••••• _ .. _ - • ·-·--· --· ·· · - ••• - • • • • - - . . ..... -~ ... ·-· ... . • - - - .J, - - .. ·-·····-·--· - ·-·~··-·- ··•---r , .. . ..... ·- -- --·-·--··· ... -· .... , . - ·- . --· . -···-..... -,, ·------ ........ _. ,,.. ... , ... _____ ..,_
11.4 Severabilitv
In 1he event that any one or more of the phrases, sentences, clauses, paragraphs,. ·or sectfons contained 'fo "this 'Agrecrrieni"'sf:ialr be·· i:fodared . irivalid 'or unenforceable • by. a·· Valid .. judgment. or decree of a court of competen.t jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder uhless the invalid prevision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
11.S Corporate Autho~ity .
The persons executing this Ag1·~ement on behalf of the parties hereto warr~nt that (i) such party is duly organized ·and· existing, (ii) they are duly autbori~d to execµte and deliver this Agreement on behalf of said party, (iii) by so executing tl~is Agreement, such party is formally bound to the p(ovisions of this Agr~eme.nt, and (iv) the entering into tlii~ Agreement does .not violate any provision of any other Agreement to which said party is.bound. • • IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. •
CONTRACTOR:
HdL COREN & CONE .
A California Corporation
0I089/000l/6l l75.03
CITY OF
Ci~;,uz
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I. , • ••
--. ...... ·---·-----······---•t · •• -- .... . , ···~- • .. .,,_ ,. , .. ... - ... ,... . . .... -·- -··• -·· ...... _______ ,. _ ............... ---···-·-··- · ....... -........ ··~- ,, , .. _,_ - used to interpret this Agreement. This Agree111ent may be amended at any time by the mutual consent of the parties by an instrument in writing.
-- ........ . . , . , _ __ __ .. : . ~-- ·::.:.-... .-;~ -- - .. ---nA· . : ---.. sevir:rbiHty_.· ___ :_ · -- · .... : ... ;~:.: .. :.- -.-., .... -· ... .. ..... _, ; ___ , . .... .. ..: .. .
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or .sections. contained .in this Agreement shall. be .. declare_d .invalid .or . .ut).e.~(orceable. by_ .. a yalkl judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties. hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.
11.5 Corporate Autboritv
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above.
CONTRACTOR:
HdL COREN & CONE
A California Corporation
CITY OF
cityanager ~
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EXHIBIT "A"
' . ' . ··- ····-·· ····
TIMELINE FOR DELIVERABLES
July/August
September 30
Septem her-October
October-February
December-June
March
March/ April
April/May
June
Ongoing
01089/000l/61175.03
Data available for purchase from counties
Dataset and software available for installation on city computers Unsecured audits performed and forwarded to county assessor Delivery of preliminary property tax reports
Monthly data updates.-:- Database/software
Appeals quarterly updates emailed in counties where the data is available Appeals qu!;lrte.rly updates emailed in counties where the data is available General Fund Budget Projections
Final Books - Addendums emailed to clients
Appeals quarterly updates emailed in counties where the data is available Secured Audits - City
Revenue audits of City, and District receipts for correctness Property sales reports
City and Successor Agency mid-year budget reviews and budget projections
Analytical. work at the request of clients
CC Agreement No. 2015-47