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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 the 1 st day of July, 2025 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 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 CITY property tax base and identify and recover revenues misallocated within CITY, or to other jurisdictions; and WHEREAS, CONTRACTOR is a state-wide expert in such data analysis with over 270 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 NOW, THEREFORE, CITY and CONTRACTOR, for the consideration hereinafter described, mutually agree as follows: 1.0 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 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. County: "County" shall mean the County in which CITY is located. 01089/0001/61175.03 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 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 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. TRA: "Tax Rate Area" shall mean the area subject to the tax rate. 2.0 BASE SERVICES 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 two (2) years, CONTRACTOR 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 TKAs within CITY or an adjacent city, and TRAs allocated to wrong taxing agencies. (b) CONTRACTOR shall annually reconcile the annual Auditor - Controller assessed valuations report to the assessor's lien date rolls and identify discrepancies. 01089/0001/61175.03 (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 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 Feel 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: (l) 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 XIIIA (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 Gann (Propositions 4 and 11 l) State Appropriation Limit calculations (7) Tracking of Proposition 8 parcel reductions and restorations (8) Calculate 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. 01089/0001/61175.03 (9) Development of historical trending reports involving taxable assessed values for CITY, median and average sales prices and related economics trends. (10) Upon written request, analyses based on geographic areas designated by CITY to include assessed valuations and square footage computations for use in community development planning. (11) One and five-year budget projections for CITY'S general fund and related special districts. This report is interactive for tax modeling (12) Prepare 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) 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, as requested, on the CITY/Successor Agency's preparation of required reports, such as revenue projections; review of ROPS, submittals to the Oversight Board and/or County or State agencies, and new or revised legislative requirements (g) Analysis of legislative andjudicial matters impacting Redevelopment Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and to CITY. 2.4 Quarterly Services/Monthly Services (Fixed Feel CONTRACTOR shall perform the following services quarterly: (a) A listing of property tax appeals filed on properties in 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 01089/0001/61175.03 2.5 On -Going Consultation (Fixed Fee During the term of this Agreement, CONTRACTOR 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 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 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 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 (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 01089/0001/61175.03 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; 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, CONTRACTOR 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 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 underthis 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. 01089/0001/61175.03 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 $14,290 (invoiced quarterly). 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. 01089/0001/61175.03 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 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 Majeure 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 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 CITY, if 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. 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, from July 1, 2025 to June 30, 2026. 01089/0001/61175.03 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 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 CITY required hereunder to carry out the terms of this Agreement. 8.3 Prohibition Against Subcontractin¢ or Assignment The experience, knowledge, capability and reputation of CONTRACTOR, its principals and employees were a substantial inducement for 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 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 CONTRACTOR or any surety of CONTRACTOR of any liability hereunder without the express consent of CITY. 01089/0001/61175.03 8.4 Independent Contractor Neither 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 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 CONTRACTOR and 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 CONTRACTOR in the course of carrying out the work or services contemplated in this Agreement. (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 CITY, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against CITY, its officers, employees and agents and their respective insurers. All said policies of insurance shall provide that said insurance may not 10 01089/0001/61175.03 be amended or cancelled without providing thirty (30) days prior written notice by registered mail to CITY. In the event any of said policies of insurance are cancelled, 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 CITY with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by CITY. 9.3 Indemnification CONTRACTOR agrees to indemnify 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 CITY, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of CITY, its officers, agents or employees, who are directly responsible to 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 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 CITY, 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 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 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. 01089/0001/61175,03 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 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. 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 CONTRACTOR will be at CITY's sole risk and without liability to CONTRACTOR, and CITY shall indemnify 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, CITY in good faith will make the determination as to whether the material is disclosable 12 Pmrv[rmvG�fiFibx3 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 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 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 Riehts 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 13 01089/0001/61175 03 different times, of any other rights or remedies for the same default or any other default by the other party. 11.5 Lesal 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. 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 No officer or employee of CITY shall be personally liable to CONTRACTOR, or any successor in interest, in the event of any default or breach by CITY or for any amount which may become due to 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 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 14 01089/0001/61175.03 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. 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 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 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 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 15 01089/0001/61175.03 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. 14.0 COOPERATIVE AGREEMENT It is intended any other public agency (e.g., city, county, district, public authority, public agency, municipality, or other political subdivision of California) located in the state of California shall have an option to procure identical services as set forth in this Agreement. The City of Rosemead shall incur no responsibility, financial or otherwise, in connection with orders for services issued by another public agency. The participating public agency shall accept sole responsibility for securing services or making payments to the vendor. 16 01089/0001/61175.03 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF ROSEMEAD Ben Kim, nager CONTRACTOR: HdL COREN & CONE ATTEST: A California Corporation Nichole Cone-Morishita, CFO Ericka Hernandez, City Clerk AP OVED AS TO FORM: i;�icAefki(Rnan, City Attorney 17 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 1?1----_ Nichole Cone-Morishita, CFO AP OVED AS TO FORM: ///,I '� §==�- 1RaclKelkic4nan, City Attorney 01089)"161175.03 CITY OF ROSEMEAD Ben Kim, pager ATTEST: offs— Ericka Hernandez, City Clerk 17 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 and Unsecured 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 01089/0001/61175.03 '4� ® CERTIFICATE OF LIABILITY INSURANCE DAT6/13/2DA'YYY) 6113/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Woodruff Sawyer 2 Park Plaza, Suite 500 Irvine CA 92614 NAM ER WS Certificates PHONE FAX . 844-972-6326 ac Na: Ee l nE certificates woodruffsa er.com X COMMERCIALGENERALDABILITY INSURERS AFFORDING COVERAGE NAICp INSURER A: Continental Casualty Company 20443 B6025253592 INSURED HDI -CORE -01 HdL Coren & Cone 120 S. State College Blvd., Suite 200 INSURER B: American Casualty Company of Reading 20427 INSURER C: Brea, CA 92821 INSURER D : INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 1980038251 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MMI POLICY EXP MWDD/YYYY LIMITS A X COMMERCIALGENERALDABILITY B6025253592 6/15/2025 6/15/2026 EACH OCCURRENCE 52,000,000 CLAIMS -MADE I—XI OCCUR DAMAGE T6 PREMISES EaENTED occu encs $1,000,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $4,000,000 PRODUCTS -COMPIOP AGG $4,000,000 %( POLICY JECTT I LOC PO -OTHER: $ A AUTOMOBILE LIABILITY 86025253592 6/15/2025 6/15/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident) BODILY INJURY (Par person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED X NON-0WNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ Per eccitlent A X UMBRELLALUIB [XJ OCCUR B6025253611 6/15/2025 6/15/2026 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 EXCESS LIAB CLAIMS -MADE DED I X I RETENTION$ n nnn $ I B WORK ERSCOMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETORJPARTNER/EXECUTIVE —] WC625253608 6/15/2025 6/15/2026 X STATUTE EORH E.L. EACH ACCIDENT $1,000,000 OFFICERIMEMBEREXCLUDED? (Mandatory In NH) NIA E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE -POLICY LIMIT $1,000,000 Use, describe under DESCRIPTION OF OPERATIONSbelow A 'Errom& Omissions Cyber liability 6052117825 6/15/2025 6/15/2026 Each Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) City of Rosemead is included as Additional Insured as respects General Liability on a Primary and Non-contributory basis With a waiver of subrogation to the extent provided in the attached forms. r19RTIFICATF Mint ITER CANCELLATION ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Rosemead 8838 E. Valley Blvd Rosemead CA 91770 AUTHORIZED REPRESENTATIVE o� ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CNA SB146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED —BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a swItten contract' to provide insurance, but only with respect to 'bodily Injury' or 'Property damage' arising out of 'your Products' which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. 'Bodily injury' or'property, damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 10-1 Copyright, CNA At Rights Reserved. Page 1 of 7 TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional kreureds C. Additional Provisions Pertinent to Additional knmred Coverage 1.a. Prim — Nonscontribullstry Provislon 1.b. Definition of 'written contract' 2. Additional Insured — Extended Coverage Il. Liablilly Extension Coverages A. Bodily In — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, I Ropireserdefives and SPouses D. Fellow Employee First Aid E. Legal Llabll — Damage to Premises F. Personal and Advertisi ti u — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED —BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a swItten contract' to provide insurance, but only with respect to 'bodily Injury' or 'Property damage' arising out of 'your Products' which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. 'Bodily injury' or'property, damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 10-1 Copyright, CNA At Rights Reserved. Page 1 of 7 SB146932G (Ed. 10-19) h. 'Bodily Injury' or 'prop" damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not appy to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not appy if 'bodily Injury' or 'properly damage' included within the 'products- completed productscompleted operations hazard' is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.1. below whom you are required to add as an additional insured on this policy under a 'written contract.' 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such 'written contract;' b. Coverage broader than required by such 'written contract' and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for 'bodily injury' or 'properly damage' included within the 'productscompleted operations hazard.' But this paragraph c. does not appy to the extent coverage for such liability is provided by paragraph 3.1. below. Any coverage granted by this endorsement shall appy only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co-owners liability for 'bodily Injury,' 'properly damage' or 'personal and advertising Injury' as oo- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for 'bodily Injury,' 'property damage,' or 'personal and advertising Injury' as grantor of a franchise to you. (10-19) Copyright, cru All Rlehta Reamed. Page 2 of 7 SB146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for 'bodily injury,' 'property damage' or 'personal and advertising Injury' caused in whole or in part by your maintenance, operation or use of such equipment, provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising Injury' takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for Obodily injury,' 'property damage' or'personal and advertising Injury' arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence' giving rise to such 'bodily injury' or 'properly damage' or the offense giving rise to such 'personal and advertising Injury,' takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessors real estate manager, but only with respect to liability for 'bodily Injury,' 'properly damage' or 'personal and advertising Injury' arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the 'ocaarenoe' giving rise to such 'bodily Injury' or 'property damage' or the offense giving rise to such 'personal and advartlsing Injury,' takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receivers liability for 'bodily Injury,' 'property damage' or 'personal and advertising Injury' arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdiviskms A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily Injury,"property damage' or'personel and advertising Injury' arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquess, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) 'Bodily Injury', 'property damage' or 'personal and advertising Injury' arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) 'Bodily Injury' or 'properly damage' included within the 'products -Completed operations hazard.' With respect to this provision's requirement that additional insured status must be requested under a 'written contract,' we will treat as a wrritbn contract' any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-1 Copyright, CNA All Rights Reserved. Page 3 of 7 S8146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for 'bodily injury,' 'property damage,' or 'personal and advertising Injury' caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. OHrer Person or Organization Any person or organization who is not an additional insured under paragraphs a. through 1. above. Such additional insured is an insured solely for 'bodily injury,' 'property damage' or 'personal and advertising Injury' for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For 'bodily Injury,' 'property damage,' or 'personal and advertising Injury' arising out of the rendering or failure to render any professional services; (2) For 'bodily Injury' or 'properly damage' included in the 'producta-completed operations hazard.' But this provision (2) does not apply to such abodity Injury' or'propsrty damage' if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the tilrrkten contract'; and (b) The'wrkten contract' requires you to make the person or organization an additional insured for such 'bodily Injury' or 'property damage'; or (9) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a 'written contract' requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and noncontributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definkkxrs, the following definition is added: 'Vllrhten contract' means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The %odily Injury' or 'property damage;' or (b) The offense that caused the 'personal and advertising injury'; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SB146932G (10-19) Page 4 of 7 Copyright, CNA All Rights Reserved. SB146MG (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) 'Bodily Injury' or 'personal and advertising Injury' to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) 'Property damage' to property owned, occupied or used by their employer or by any fellow employee; or (8) Providing or failing to provide professional health care services. IL LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessownere Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury — Expanded Definitlon Under Liability and Medical Expenses Defin@kme, the definition of 'Bodily Injury' is deleted and replaced by the following: 'Bodily injury' means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such 'occurrence,' offense, claim or'suir is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (8) Any manager, if you or an additional insured is a limited liability company; (4) Any'executhre offlcw' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Page 5 of 7 Copyright, CNA All Rights Reeaned. SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your 'employees' for 'bodily Injury' that results from providing cardiopulmonary resuscitation or other first aid services to a cc 'employes' or 'volunteer worker' that becomes necessary while your 'employee' is performing duties in the conduct of your business. Your 'employees' are hereby insureds for such services. But the insured status conferred by this provision does not apply to 'employees' whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: It. Damage To Property 'Properly damage' to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to anothees property; 2. Premises you sell, give away or abandon, if the 'properly damage' arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the 'property damage' arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are your work' and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to 'property damage' (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage' included in the 'products - completed operations hazard.' 2. Under B. Exclusknrrs, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, a, f, g, h, I, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Page 6 of 7 Copyright, cru All Rights Reserved. SB146932G (Ed. 10-19) S. The first Paragraph under item S. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of 'properly damage' to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any'exeartive offkar,' director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Dlscriminstion Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discriminatkxn Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. a (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Modk el Expenses Definitions, the definition of 'Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord ONE! or lessor. H. Walver of Subrogation — Blanket SIM We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Page 7 of 7 Copyright, CNA All Rights Reserved. SHAWorkers Compensation And Employers Liability Insurance This endorsement changes the policy to which it is attached. It is agreed that Part One - Workers' Compensation Insurance G. Recovery From Others and Part Two - Employers' Liability Insurance H. Recovery From Others are amended by adding the following: We will not enforce our right to recover against persons or organizations. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) PREMIUM CHARGE - Refer to the Schedule of Operations The charge will be an amount to which you and we agree that is a percentage of the total standard premium for California exposure. The amount is 2%. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: G -19160-B (11-1997) Policy No: WC 6 25253608 Endorsement Effective Date: Endorsement Expiration Date: Policy Effective Date: 06/15/2025 Endorsement No: 2; Page: 1 of 1 Policy Page: 34 of 48 Underwriting Company: American Casualty Company of Reading, Pennsylvania, 151 N Franklin St, Chicago, IL 60606 r CITY 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. 01089/0001/61175.03 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. 01089/0001/61175.03 (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. 3 01089/0001/61175.03 (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. 4 01089/0001/61175.03 (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 01089/0001/61175.03 (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. 6 01089/0001/61175.03 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. 7 01089/0001/61175.03 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. 01089/0001/61175.03 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. 10 01089/000]/61175.03 (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 I1 01089/0001/61175.03 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 12 01089/0001/61175.03 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 13 01089/0001/61175.03 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 14 01089/0001/61175.03 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. 16 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 mnomm�m in ix m