2000 - HDL - Property Tax Consulting and Audit ServicesCITY OF ROSEMEAD
AGREEMENT FOR PROPERTY TAX
CONSULTING/AUDIT SERVICES
This AGREEMENT (the "Agreement") is made and entered into as of thesr day of
Ty 2024 by and between the CITY OF ROSEMEAD, 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 260
public agency clients for whom such services are performed and has the programs, equipment,
data and personnel required to deliver the property tax services referenced herein; and
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 "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 client 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 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.
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County: "County" shall mean the County in which the 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 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 AGENCY. Reviews of AGENCY 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 Area" shall mean the area subject to the tax rate.
2.0 BASE SERVICES
The CONTRACTOR 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 () year, CONTRACTOR shall conduct an analysis to identify and
verify 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.
Typical errors include parcels assigned to incorrect TRAs within the CITY or an adjacent
city, and TRAs allocated to wrong taxing agencies.
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(b) CONTRACTOR shall annually reconcile the annual auditor -
controller assessed valuations report to the assessor's lien date rolls and identify
discrepancies.
(c) CONTRACTOR 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) CONTRACTOR may audit general fund or tax increment property
tax revenue or other revenues attributable to the CITY departments, 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) CONTRACTOR shall establish a Data Base for CITY available
through CONTRACTOR'S online property tax application
(b) Utilizing the Data Base, CONTRACTOR will provide:
(1) A listing of the major property owners in the CITY,
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 listing of parcels that have not changed ownership since
the enactment of Proposition XIIIA.
(5) A comparison of property within the 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 the CITY's preparation of Gann (Propositions 4 and 111) State Appropriation
Limit calculations.
(7) A listing of multiple owned parcels.
(8) A listing of absentee owner parcels.
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(9) 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.
(10) Development of historical trending reports involving
taxable assessed values for the CITY, median and average sales prices and related
economics trends.
(11) 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.
(12) One and five-year budget projections for the city general
fund and special districts. This report is interactive for tax modeling.
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) Provide property tax information to the Oversight Board at the direction of
the Successor Agency
(d) Provide access to the Oversight Board to City and former redevelopment
agency documents at the direction of the Successor Agency
(e) Monitor the County distribution of tax -sharing revenues to the taxing
entities of the former redevelopment agency
(f) Advice and consultation on the City/Successor Agency's preparation of
required reports, such as revenue projections; review of Recognized
Obligation Payment Schedules (ROPS), submittals to the Oversight Board
and/or County or State agencies, and new or revised legislative
requirements
(g) Analysis of legislative and judicial matters impacting Redevelopment
Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and
to the City.
2.4 Quarterly Services/Monthly Services (Fixed Feel
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.
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(c) Monthly update of CONTRACTOR'S web -based software
program to include parcel transfer data and, in select counties, appeal updates.
2.5 On -Going Consultation (Fixed Fee)
During the term of this Agreement, CONTRACTOR will serve as the 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 the
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 CONTRACTOR 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
(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 AGENCY 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 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 $75,000, or in the time to perform of up to one hundred eighty
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(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.
5.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES
5.1 City Materials and Support
CITY agrees to provide the following information:
Current CITY maps and zoning map;
A copy of reports 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 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, CONTRACTOR will research this information at an
additional cost;
5. A listing of the 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 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 performance 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 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.
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6.0 CONSIDERATION
6.1 Base Fixed Fee Services
CONTRACTOR shall provide the Base Services described in Section 2.0 above, for a fixed
annual fee of $13,860 (invoiced quarterly). Contractor shall receive compensation for all services
rendered under this Agreement and shall not exceed $20,000 over the term of the agreement.
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.
6.2 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 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 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
reallocation. 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.
6.3 Optional Services
Fees for Optional Services as outlined in Services in Section 3.0 above (except Section 3.3)
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 CONTRACTOR
annually. On July 1 st 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.
6.4 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.
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6.5 Indirect Expenses
Except as specified above, no other charges shall be made for direct or indirect expenses
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.
6.6 Due Date
All fees are due 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 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 Schedule 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 "A", 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 and if in the judgment of the Contract Officer such delay is justified.
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7.4 Term
Unless earlier terminated in accordance with Section 11.6 of this Agreement, this
Agreement shall continue in full force and effect for one (1) year beginning July 1, 2024 through
June 30, 2025.
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:
Nichole Cone-Morishita
HdL COREN & CONE
120 S. State College Blvd., Suite 200
Brea, CA 92821
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for CITY to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of CONTRACTOR and devoting sufficient time 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
informed of the progress of the performance 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 Subcontracting 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 shall release the CONTRACTOR
or any surety of CONTRACTOR of any liability hereunder without the express consent of CITY.
8.4 Independent Contractor
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 herein,
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 with
that role. CONTRACTOR shall not at any time or in any manner represent that it or any of its
agents or employees are agents or employees of CITY. CITY shall not in any way or for any
purpose become or be deemed to be a partner of CONTRACTOR in its business or otherwise or a
joint venturer or a member of any joint enterprise with CONTRACTOR.
9.0 INSURANCE AND INDEMNIFICATION
9.1 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 extension
thereof, the following policies of insurance:
(a) Commercial General Liability. Insurance including coverage for premises
and operations, products and completed operations, personal and advertising injury, bodily injury
and property damage, with a minimum policy limit of $3,000,000 per occurrence and $5,000,000
in the annual general aggregate (occurrence form). A combination of primary, excess and
umbrella limits are acceptable to satisfy minimum policy limit requirements.
(b) Automotive. Insurance including coverage for all non -owned and hired
automobiles used in the performance of this Agreement and with minimum limits of $1,000,000
combined single limit each accident.
(c) Worker's Compensation. A policy of worker's 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.
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(d) Errors and Omissions (Professional Liability . A policy of professional
liability issuance written on a claims -made basis in an amount not less than $1,000,000.
9.2 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. The insurer shall waive all rights of
subrogation and contribution it may have against 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 (30) days prior written notice by registered
mail to the CITY. In the event any of said policies of insurance are cancelled, the CONTRACTOR
shall, prior to the cancellation date, submit new evidence of insurance in 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.
9.3 Indemnification
CONTRACTOR agrees to indemnify the CITY, its officers, agents and employees against,
and will hold and save them and each of them harmless from, any and all actions, suits, claims,
damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities,
(herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the negligent performance 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 perform any term, 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.
9.4 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 "A" 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, unless such requirements are waived by the Risk 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 written notice from the Risk Manager; provided that the
CONTRACTOR shall have the right to appeal a determination of increased coverage by the Risk
Manager to the CITY Council of CITY within 10 days of receipt of notice from the Risk Manager.
10.0 RECORDS AND REPORTS
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10.1 Reports
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 Officer
shall require.
10.2 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.
10.3 Non -Disclosure of Proprietary Information
In performing its 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,
formulae, 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'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 Information.
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
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sole risk and without liability to CONTRACTOR, and the CITY shall indemnify the
CONTRACTOR for all damages resulting therefrom.
10.4 Release of Documents Pursuant to Public Records Act
Notwithstanding any other provision in this Agreement, all obligations relating to
disclosure of Proprietary Information remain subject to the Freedom of Information Act or
California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, 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 disclosable
or exempt under the statute, and shall resist the disclosure of Proprietary 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 case,
CONTRACTOR shall then be solely liable for defending the non -disclosure and shall indemnify
and hold CITY harmless for such nondisclosure.
11.0 ENFORCEMENT OF AGREEMENT
11.1 California Law
This Agreement shall be construed and interpreted both as to validity and to performance
of the parties in accordance with the laws of the State of California. Legal actions concerning any
dispute, claim or matter 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.
11.2 Disputes
In the event of any dispute arising under this Agreement, the injured party 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.
11.3 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 party's consent to or
approval of any act by the other party requiring the party's consent or approval shall not be deemed
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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.
11.4 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies 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.
11.5 Legal Action
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.
11.6 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 or without cause, upon forty-five (45) days' written
notice to the non -terminating party, except that where termination is for cause, the Parties will
comply with the dispute resolution process in Section 11.2. Upon issuance of any notice of
termination, CONTRACTOR shall immediately 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 notice 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 opportunity to cure pursuant to Section 11.2.
11.7 Attorneys' Fees
If either party to this Agreement is required to initiate or defend or 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 attorney's 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.
12.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
12.1 Non -liability of CITY Officers and Employees
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No 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 breach by the CITY or for any amount
which may become due to the CONTRACTOR or to its successor, or for breach of any obligation
of the terms of this Agreement.
12.2 Conflict of Interest
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
Agreement which effects his financial interest or the financial interest of any corporation,
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 not pay
or give any third party any money or other consideration for obtaining this Agreement.
12.3 Covenant Aeainst 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 performance of this Agreement. CONTRACTOR
shall take affirmative action to ensure that applicants are employed and that employees are treated
during employment without regard to their race, color, creed, religion, sex, marital status, national
origin, or ancestry.
13.0 MISCELLANEOUS PROVISIONS
13.1 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 mail addressed as follows:
CITY CITY OF ROSEMEAD
8838 East Valley Blvd
Rosemead, CA 91770
CONTRACTOR: HdL COREN & CONE
120 S. State College Blvd., Suite 200
Brea, CA 92821
Either party may change its address by notifying the other party of the change of address
in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-
two (72) hours from the time of mailing if mailed as provided in this Section.
13.2 Interpretation
01089/0001/61175.03
15
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.
13.3 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 used
to interpret this Agreement. This Agreement may be amended at any time by the mutual consent
of the parties by an instrument in writing.
13.4 Severability
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections
contained in this Agreement shall be declared invalid or unenforceable by a valid 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.
13.5 Corporate Authority
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.
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01089/0001/61175.03
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
ichole Cone-Morishita, CFO
CITY OF ROSEME
Ben Kim, ' anager
ATTEST:
I a ---
Ericka Hemandez, City Clerk
APP OVED AS TO FORM:
Rachel RicArrwn,Ci 44.6mt,
17
01069/0001161175.03
EXHIBIT "A"
SCHEDULE OF PERFORMANCE
TIMELINE FOR DELIVERABLES
July/August Data available for purchase from counties
September 30 Data available on HdLCC's web -based property tax application
September/October Unsecured audits performed and forwarded to county assessor
October Appeals quarterly updates emailed in counties where the data is available
October -February Delivery of preliminary property tax reports
January Appeals quarterly updates emailed in counties where the data is available
January/February General Fund Budget Projections
April Appeals quarterly updates emailed in counties where the data is available
April/May Final Books — Addendums emailed to clients
July Appeals quarterly updates emailed in counties where the data is available
Ongoing Secured Audits — City
Property sales reports
City and Successor Agency mid -year budget reviews and budget
projections
Analytical work at the request of clients
Monthly updates of database with property sale information
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