PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
HDL COREN AND CONE
This professional services agreement (“Agreement”) is made and entered into as of July 1, 2025 (“Effective Date”), by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401) (“City”) and HdL Coren and Cone (a California corporation with its principal place of business at 120 South State College Boulevard, Suite 200, Brea, California 92821) (“Consultant”). City and Consultant are hereinafter sometimes referred to individually as “Party” and collectively as the “Parties”.
RECITALS
A. City is a public agency of the State of California and is in need of Consultant’s property tax management services (“Services”); and B. Consultant is duly licensed and has the necessary qualifications to provide such Services; and
C. The Parties entered an agreement dated October 18, 2010, for the provision of the Services; and
D. The Parties desire by this Agreement to renew the provision of Services as described herein.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
AGREEMENT
1. Incorporation of Recitals. The recitals above are true and correct, and are hereby incorporated herein by this reference.
2. Services. Consultant shall provide the City with the services described in the Scope of Services as set forth in Exhibit A, attached hereto and incorporated herein by reference.
3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal. Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
4. Compensation
a. Subject to paragraph 4b below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit B, attached hereto and incorporated herein by reference.
b. In no event shall the total amount paid for annual base services rendered by Consultant under this Agreement exceed the sum of one hundred twenty- one thousand one hundred eighty dollars ($121,180). This amount is to cover all related costs for the duration of the term, and the City will not pay any additional fees for printing expenses. Consultant will submit invoices to City for approval on a quarterly basis. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
5. Additional Work. If changes in the services seem merited by the Parties and informal consultations with the other Party indicate that a change is warranted, it shall be processed by the Consultant forwarding a letter to the City outlining the changes with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of services. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
6. Term. This Agreement shall commence on the Effective Date and continue through June 30, 2030, unless the Agreement is previously terminated as provided for herein (“Term”).
7. Maintenance of Records; Audits
a. Records of Consultant’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.
9. Delays in Performance
a. Neither Party shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); and (4) pandemics, epidemics, or quarantine restrictions. “Orders of governmental authorities” includes ordinances; emergency proclamations and orders; and rules to protect the public health, welfare, and safety. b. Should a Force Majeure Event occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay.
c. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.
10. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the Federal, state, and local government (including California Division of Occupational Safety and Health Administration requirements). If required, Consultant shall assist the City as requested in obtaining and maintaining all permits required of Consultant by Federal, state, and local regulatory agencies.
11. Standard of Care. Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. Consultant’s performance shall conform in all material respects to the requirements of the Scope of Services.
12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.
13. City Business Certificate. Consultant shall (prior to execution of this Agreement) obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City’s Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature legally required of Consultant to practice his/her profession, skill, or business.
14. Assignment and Subconsultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder.
15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. Any personnel performing the work governed by this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such personnel including but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance.
16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Additional Insured. The City (its officials, officers, employees, agents, and volunteers) shall be named as additional insureds on Consultant’s and its subconsultants’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. b. Commercial General Liability
(i) The Consultant shall take out and maintain (during the performance of all work under this Agreement in amounts not less than specified herein) Commercial General Liability Insurance in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as Insurance Services Office (“ISO”) Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(iv) The certificate of insurance shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City (its elected and appointed officials, officers, employees, agents, and City-designated volunteers) additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
c. Automobile Liability
(i) Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned, and hired vehicles in a form and with insurance companies acceptable to the City at all times during the performance of the work under this Agreement.
(ii) Coverage for automobile liability insurance shall be at least as broad as ISO Form Number CA 00 01 covering automobile liability. (iii) The certificate of insurance shall give City (its elected and appointed officials, officers, employees, agents, and City) designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability program may utilize deductibles; provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. d. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this
Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement (all in accordance with the “Workers’ Compensation and Insurance Act”, Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein). Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. e. Professional Liability (Errors and Omissions). Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession (in a form and with insurance companies acceptable to the City and in an amount indicated herein) at all times during the performance of the work under this Agreement. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors, or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
f. Privacy/Network Security (Cyber). At all times during the performance of the work under this Agreement, the Consultant shall maintain privacy/network security insurance for: (1) privacy breaches; (2) system breaches; (3) denial or loss of service; and (4) the introduction, implantation, or spread of malicious software code.
g. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence and
aggregate
(ii) Defense costs shall be payable in addition to the limits with respect to General Liability and Automobile Liability.
(iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the Parties required to be named as Additional Insured pursuant to this Agreement.
h. Evidence Required. Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer; and shall certify the names of the insured, any additional insureds (where appropriate), the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
i. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City within ten (10) business days after renewal .
(ii) The Commercial General Liability Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance, or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period (a) if the retroactive date is advanced past the effective date of this Agreement; (b) if the policy is cancelled or not renewed; or (c) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City (its officials, officers, employees, agents, and volunteers) or shall specifically
allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. j. Qualifying Insurers. All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any Federal law.
k. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement (including, but not limited to, the provisions concerning indemnification). (ii) If at any time during the life of the Agreement any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant; or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City (nor the City Council; any member of the City Council; or any of the officials, officers, employees, agents, or volunteers) shall be personally responsible for any liability arising under or by virtue of this Agreement. l. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an
additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
17. Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City), indemnify, and hold the City (its elected and appointed officials, officers, employees, agents, and authorized volunteers) free and harmless from any and all claims (demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind in law or equity to property or persons including wrongful death (“Claims”)) in any manner arising out of, pertaining to, or incident to any alleged acts (errors, omissions, or willful misconduct) of Consultant (its officials, officers, employees, subcontractors, consultants, or agents) in connection with the performance of the Consultant’s services, the Project, or this Agreement (including without limitation the payment of all damages, expert witness fees, attorneys’ fees, and other related costs and expenses). This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the City. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City (the City Council, members of the City Council, its employees, or authorized volunteers). Consultant’s indemnification obligation shall survive the expiration or earlier termination of this Agreement.
18. California Labor Code Requirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subcontractors to comply with all California Labor Code provisions which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815), and debarment of contractors and subcontractors (Labor Code Section 1777.1).
19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies it fully complies with all requirements and restrictions of state and Federal law respecting the employment of undocumented aliens (including but not limited to the Immigration Reform and Control Act of 1986, as may be amended from time to time); and shall require subconsultants and sub-subconsultants to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or Federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days’ written notice to Consultant.
In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City.
22. Attorneys’ Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing Party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney’s Office in enforcing this Agreement on behalf of the City shall be considered as “attorneys’ fees” for the purposes of this Agreement.
23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City’s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant’s professional services occurs, Consultant shall (at no cost to City) provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City; and to participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
26. Documents. Except as otherwise provided in “Termination or Abandonment” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
27. Organization. Consultant shall assign Nicole Cone-Morishita as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
28. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
CITY:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Manager
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
CONSULTANT:
HdL Coren and Cone
120 S. State College Blvd., Suite 200
Brea, CA 92821
Attn: Nichole Cone-Morishita
30. Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Parties.
31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
32. Entire Agreement. This Agreement, including the Exhibits, represents the entire understanding of the Parties as to those matters contained herein; and supersedes and cancels any prior or contemporaneous oral or written understanding, promises, or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein; and that any other agreements shall be void. This is an integrated Agreement.
33. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance; and the remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators, and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties, or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance.
No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this Agreement.
37. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof; and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City’s Right to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person (other than a bona fide employee working solely for Consultant) to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person (other than a bona fide employee working solely for Consultant) any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. No official, officer, or employee of City (during the term of his or her service with City) shall have any direct interest in this Agreement for the term of this Agreement; or obtain any present or anticipated material benefit arising therefrom.
41. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
42. Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
43. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE
FOR
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
HDL COREN AND CONE
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CITY OF SAN BERNARDINO
APPROVED BY:
Eric Levitt
City Manager
ATTESTED BY:
Telicia Lopez
Acting City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
HDL COREN AND CONE
Nichole Cone-Morishita
Chief Financial Officer
EXHIBIT A
1.0 DEFINITIONS
The following terms shall have the meaning stated below for purposes of the Exhibit A to the professional services agreement between the City of San Bernardino (“CITY”) and HdL Coren and Cone (“CONSULTANT”):
Audit Review: “Audit” or “Audit 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 CITY. 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 is made to ensure compliance. New annexations are audited the first or second year after the area’s adoption due to the timing of the Local Agency Formation Commission for San Bernardino County and the State Board of Equalization in assigning new tax rate areas and county processing of those changes.
County: “County” shall mean the County of San Bernardino (“County”) in which CITY is located.
Data Base: “Data Base” shall mean a computerized listing of property tax parcels and information compiled for CITY from information provided by the County.
Days: “Days” shall mean calendar days.
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 information, compilations of data, methodologies, formula, software, programs, technologies and other processes previously designed and developed by CONSULTANT and used in the performance of the services hereunder.
Successor Agency: “Successor Agency” means 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 CONSULTANT, and then made by County agencies which result in a return of additional revenue to the CITY or Successor Agency.
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.
Tax Rate Area (“TRA”): “Tax Rate Area” shall mean the area subject to the tax rate.
2.0 BASE SERVICES
CONSULTANT shall perform all of the following duties as part of the Base Services provided hereunder, unless 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 two (2) years, CONSULTANT shall conduct an analysis to identify and verify CITY parcels on the secured Property Tax Roll which are not properly attributed to CITY; and will provide the correct TRA designation to the proper County agency.
Typical errors include parcels assigned to incorrect TRAs within CITY or an adjacent city, and TRAs allocated to wrong taxing agencies.
(b) CONSULTANT shall annually reconcile the annual Auditor- Controller assessed valuations report to the assessor's lien date rolls and identify discrepancies.
(c) CONSULTANT shall annually 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) CONSULTANT may audit general fund or tax increment property tax revenue or other revenues attributable to CITY departments, Successor Agency, and districts (including but not limited to 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) CONSULTANT shall establish a Data Base for CITY available through CONSULTANT’S online property tax application.
(b) Utilizing the Data Base, CONSULTANT will provide:
(1) A listing of the major property owners in CITY, including the assessed value of their property.
(2) A listing of the major property taxpayers by net assessed value.
(3) A listing of property tax transfers which occurred since the prior lien date.
(4) A listing of parcels that have not changed ownership since the enactment of Proposition 13 (Article XIIIA of the California Constitution).
(5) A comparison of property within CITY by county-use code designation.
(6) A listing by parcel of new construction activity to identify non- residential parcels with new construction activity and to provide reports for use in CITY's preparation of State-required appropriation limit calculations pursuant to Proposition 4 (also known as the Gann Limit establishing a spending limit based on Article XIIIB of the California Constitution), as amended by Proposition 111 (adjusting the limit and requiring excess revenues to be determined over a two-year period rather than a single year).
(7) Tracking of Proposition 8 parcel reductions and restorations. (8) An estimate of property tax revenue anticipated to be received for the fiscal year by 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 CITY.
(9) Development of historical trending reports involving taxable assessed values for CITY, median and average sales prices, and related economics trends.
(10) Analyses based on geographic areas designated by CITY upon written request to include assessed valuations and square footage computations for use in community
development planning.
(11) One (1) and five (5)-year budget projections for CITY’S general fund and related special districts. This report is interactive for tax modeling.
(12) A Newsletter summary for public and elected distribution.
2.3 Successor Agency Services
Successor Agency Services including but not limited to:
(a) Annual tax increment projections and, as requested, cash flow analysis for the Successor Agency by Project Area.
(b) Review of Redevelopment Obligation Payment Schedules (“ROPS”) as requested.
(c) Monitoring of the County distribution of tax-sharing revenues to the taxing entities of the former redevelopment agency.
(d) Coordination, as needed, with the Auditor-Controller the relationship between the tax-sharing, debt service and other obligations of former redevelopment agency.
(e) Preparation, as requested, estimates of pass-through and residual revenue payments to the City and City sub-entities, if any.
2.4 Quarterly Services/Monthly Services (Fixed Fee)
CONSULTANT shall perform the following services quarterly:
(f) A listing of property tax appeals filed on properties in CITY (selected counties).
(g) A listing of property transfers that have occurred since the last report. (h) Monthly update of CONSULTANT’S web-based application to include parcel transfer data and appeal updates.
2.5 On-Going Consultation (Fixed Fee)
During the term of this Agreement, CONSULTANT will serve as CITY's resource staff on questions relating 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 CITY's data base.
3.0 OPTIONAL SERVICES
The following services are available on a time and materials basis:
3.1 Specified Data
Generation of specialized data-based reports which would require additional programming, the purchase of additional data, costs for county staff research, or similar matters not necessary to carry out services outlined in Section 2.0.
3.2 County Research
Any research with County agencies for which CONSULTANT does not have a current database.
3.3 Bond Services
Bond services are available for a fixed negotiated fee, including: (a) Tax Allocation Bonds fiscal consultant reports, and (b) Mello-Roos Special Tax studies.
3.4 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 shall 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 CONSULTANT, 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 CONSULTANT. Any increase in compensation of up to $75,000, 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 CONSULTANT that the provisions of this Section shall not apply to Base Services set forth above.
5.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES
5.1 City Materials and Support
CITY agrees to provide the following information:
1. Current CITY maps and zoning map.
2. A copy of reports received by 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 completed new construction projects with Assessor's map book, page, and parcel numbers (“APN”) for proper identification and tracking for two years prior to the date of this Agreement. If the data does not include the APN information, CONSULTANT will research this information at an additional cost.
5. A listing of CITY levies assessment districts and direct assessments.
5.2 Compliance with Law
All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of 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
CONSULTANT shall obtain such licenses, permits, and approvals (collectively the “Permits”) as may be required by law for the performance of the services required by this Agreement. CITY shall assist CONSULTANT in obtaining such Permits, and CITY shall absorb all fees, assessments and taxes which are necessary for any Permits required to be issued by CITY.
5.4 Further Responsibilities of Parties
Both parties agree to use reasonable care and diligence to perform 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.
EXHIBIT B
Schedule of Charges
Base Fixed Fee Services
CONSULTANT shall provide the Base Services described in Section 2.0 above for a fixed base annual fee (invoiced quarterly), as detailed in the table below. 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, CONSULTANT shall receive 25 percent (25%) of net general fund attributable to CITY departments, districts, or funds recovered or reallocated which are directly or indirectly the result of an audit, analysis, or consultation performed by CONSULTANT (including but not limited to base year value audits, administration of tax sharing agreements, tax increment allocation reviews, and county allocation reviews). CONSULTANT shall separate and support said reallocation and provide CITY with an itemized invoice showing all amounts due as a result of revenue recovery or reallocation. CITY shall pay audit fees after Consultant's submittal of evidence that corrections have been made by the appropriate agency. Payment to CONSULTANT shall be made within thirty (30) days after CITY receives its first remittance advice during the fiscal year for which the correction applies. Contingent Fees, if any, will not be included as part of the not to exceed amount outlined in Section 4(b) of the Agreement.
Additional Work
Fees for Additional Work as outlined in Section 5 of the Agreement shall be billed at the following hourly rates:
Partner $250 per hour
Principal $225 per hour
Programmer $200 per hour
Associate $175 per hour
Senior Analyst $125 per hour
Analyst $ 90 per hour
Administrative $ 70 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONSULTANT annually. On July 1st of each year, CONSULTANT shall provide CITY with an updated schedule of hourly rates. The rates will not be increased by more than five percent (5%) per year.
Fees for Bond Services
Services under Section 3.3 above will be determined depending upon the complexity of the bond issue and the time available for completion of the task and will be mutually agreed to be the parties.
Indirect Expenses
Except as specified above, no other charges shall be made for direct or indirect expenses incurred by CONSULTANT in performing the services in the Scope of Services including for administrative overhead, salaries of CONSULTANT’S employees, travel expenses, or similar matters.
Due Date
All fees are due thirty (30) days immediately following billing. All amounts that are not paid when due shall accrue interest from the due date at the rate of one percent (1%) per month for twelve percent (12%) per annum.