HomeMy WebLinkAboutContracts & Agreements_100-2012_CCv0001.pdf AGREEMENT FOR PROPERTY TAX
CONSULTING/AUDIT SERVICES
This agreement for property tax consulting services ("Agreement") is made and entered into as
of the P day of July, -)01-) (�.
2 2 Effective Date-), by and between the CITY OF REDLANDS, a
municipal corporation ("CITY"), and HdL Coren & Cone, a- California corporation
("CONTRACTOR"). City and Contractor are sometimes individually referred to herein as a "Party"
and, together, as the "Parties."
RECITALS
WHEREAS,
property tax revenues can be verified and potentially increased through a system
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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 to obtain property tax data based reports and data analysis required
to effectively manage CITY'S 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 180 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, in consideration of the mutual promises contained herein, CITY and
CONTRACTOR, agree as follows:
AGREEMENT
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 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 and iton/control ter offices in the administration of
property, tax revenues or tax increment revenues is made to ensure compliance. New
annexations are audited the I st or 2nd year after the area's annexation 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 of San Bernardino.
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Data Base: "Data Base" shall rnean a computerized listing of property tax parcels and
information compiled for CITY from information provided by the County.
Days: "Days" shall mean calendar days.
Project Area: "Project Areas" shall mean the project areas of CITY'S former redevelopment
agency.
Property Tax Roll: *-Property Tax Roll- shall mean the assessed values of parcels on the
secured and unsecured lien date rolls as reported by the County.
Proprietary Information: -Proprietary Information" shall be the reports, technical
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 CITY'S former redevelopment agency.
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 CITY. Reviews of 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 Set-vices in Section 4.0, and
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 five (5) years, CONTRACTOR shall conduct an analysis to identify and verify
within CITY parcels on the secured Property Tax Roll which are not property attributed to CITY, and
will provide the correct TRA designation to the proper County agency. Typical errors include parcels
assigned to incorrect T 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.
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(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 IRAs (to the extent records are available).
(d) In counties with automated data, CONTRACTOR shall quarterly audit
documentary transfer tax remittance detail provided by San Bernardino County and identify
misal locations that may be recovered for CITY.
(e) CONTRACTOR may audit general fund or tax increment property tax
revenue or other revenues attributable to the SUCCESSOR AGENCY and CITY departments.,
(including but not limited base year value audits: administration of tax sharing agreements; tax
increment allocation reviews, county allocation and payments reviews).
2.2 Annual Services (Fixed Fee)
Annuallvafter the Property Tax Roll is available:
(a) CONTRACTOR shall establish a Data Base for CITY for installation on
personal computers or a network.
(b) Utilizing the Data Base, CONTRACTOR will provide:
(1) A listing of the major property owners in CITY, including the
assessed value of their property.
(22) A listing of the major property tax pavers. 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 CITY by county-use code
designation.
(6) A listing by parcel of new construction activity utilizing CITY
building department data. including building permits with
assessor parcel numbers and project completion dates, to identify
non-residential parcels with new construction activity and to
provide reports for use in CITY's preparation of Gann
(Propositions 4 and I 11) State Appropriation Limit calculations.
(7) A listing of multiple owned parcels.
(8) A listing of absentee owner Parcels.
(9) 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
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modification. This estimate shall not be used to secure the
indebtedness of CITY.
(10) Development of historical trending reports involving taxable
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assessed values for CITY, median and average sales prices,
foreclosure activity and related economics trends.
(11) L"pon written request, analyses based on geographic areas
designated by CITY to include assessed valuations and square
footage computations for use in community development
planning.
2.3 Successor Agency Services
Successor Aoenev Services including but not limited to:
(a) Tax increment projections.
(b) Cash flows for the Successor Agency by former Project Areas.
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(c) Assistance with Redevelopment Obligation Payment Schedules.
(d) Assistance in providing property tax information for the taxing agencies
receiving property tax revenues from former Project Areas.
(e) Estimates of property tax revenues to be received by the taxing entities
from former Project Areas.
(f) Provide property tax information to the Oversight Board at the direction
of the Successor Agency.
(g) Provide access to the Oversight Board to CITY and former
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redevelopment agency documents at the direction of the Successor Agency.
(h) Monitor the County distribution of tax-sharing revenues to the taxing
entities of CITY'S former redevelopment agency.
(i) Coordinate with the Auditor-Controller the relationship between the tax-
sharing, debt service and other obligations of CITY'S former redevelopment agency.
0) Prepare as needed an assessment resources available to the Successor
Agency to meet the long term obligations of CITY'S former redevelopment agency.
2.4 Quarterly 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.
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(c) An update Of Computer program parcel transfer data.
2.5 On-GoinI4 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 Specialized Services
Other services for which the CONTRACTOR has expertise as requested by CITY.
4.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES
4.1 CITY Materials and Support
CITY agrees to provide the following information:
I. Current CITY maps and zoning map;
1). 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 {.CPN) 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;
A listing of CITY levies assessment districts and direct assessments, and
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6. SUCCESSOR AGENCY formation documents, debt service schedules.
plan caps, DDAI/OPA agreements.
4.2 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
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agency havinc,jurisdiction in effect at the time service is rendered,
4.3 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.
4.4 Further Responsibilities of Parties
The Parties agree to use reasonable care and diligence to perform their respective obligations
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under this Agreement, and 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.
5.0 CONSIDERATION
5.1 Base Fixed Fee Services
CONTRACTOR shall provide the Base Services described in Section 2.0 above, for a fixed
annual fee of$18,250.00 (invoiced quarterly).
5.2 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 or tax increment property tax revenue or
other revenues attributable to SUCCESSOR AGENCY. CITY departments, districts, or funds
recovered or reallocated which are directly or indirectly the result of an audit, analysis or consultation
performed by CONTRACTOR (includimy but not limited to base vear 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. The fee for documentary
transfer tax audit recovery services will be 25% of documentary transfer tax recovered as a result of
our audit efforts.
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5.3 Optional Services
Fees for Optional Services as outlined in Services in Section 3.0 above (except Section 3.4)
shall be billed at the following hourly rates:
Partner S21 5 per hour
Principal $195 per hour
Associate $150 per hour
Senior Analyst $100 per hour
Analyst S65 per hour
Administrative $ 45 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONTRACTOR
annually. On July 1st of each year CONTRACTOR shall provide CITY with an updated schedule of
hourly rates. The rates will not be increased by more than Five percent (5%) per year. In addition,
expenses for Optional Services shall be billed at 1.15 times actual incurred costs.
5.4 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.
5.5 Due Date
All fees are due 30 days immediately following billing. All amounts that are not paid when due
shal I accrue interest from the due date at the rate of one percent per month (122%per annum).
6.0 TERM PERFORMANCE SCHEDULE
6.1 Time of Essence
Time is of the essence in the performance of this Agreement.
6.2 Schedule of Performance
CONTRACTOR shall commence the services on the Effective Date of this Agreement and
shall perform all services within the time periods 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 periods specified in the Schedule of Performance may be
approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days
cumulatively.
6.3 Force Maieure
The time periods 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 CITY. if CONTRACTOR shall within ten (10) days of the
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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.
6.4 Term
Unless earlier terminated in accordance 'vith Section 10.6 of this Agreement, this Agreement
shall continue in full force and effect for five (5) years and, unless a notice of termination is given in
the fourth anniversary date. shall be automatically extended from year to year until and such notice
shall be given.
7.0 COORDINATION OF WORK
7.1 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:
HdL COREN & CONE
1')40 Valley Vista Drive, Suite 200
Diamond Bar, CA 91765
It is expressly understood that the experience., knowledge, capability and reputation of the
foregoing principals were a 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.
7.2 Contract Officer
The Contract Officer shall be such person as may be designated by the City Manager of CITY.
It shall be CONTRACTOR'S responsibility to assure that the Contract Officer is kept informed of the
progress of the performance of the services and CONNTRACTOR 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.
7.3 Prohibition A14ainst Subcontractin2 or Assij!nment
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 set-vices
required here-under 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 1'()r the benefit of creditors or otherwise, without the prior
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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.
7.4 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.
8.0 INSURANCE AND INDEMNIFICATION
8.1 Insurance
CONTRACTOR shalt 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) Comprehensive General Liability Insurance. Consultant shall secure and
maintain in force throughout the term of this Agreement comprehensive general liability insurance
with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2.000,000) aggregate for public liability, property damage and
personal injury is required. City shall be named as an additional insured and the insurance policy shall
include a provision prohibiting modification of coverage limits or cancellation of the policy except
upon thirty (30)days prior written notice to City. Such insurance shall be primary and non-contributing
to any insurance or self-insurance maintained by City. Certificates of insurance shall be delivered to
City prior to commencement of the Services.
(b) Workers* Compensation Insurance. 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.
(0 Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than One Million Dollars
($1,000.000) single limit for bodily injury and property damage. Said policy shall include coverage for
owned. non-owned. ]eased and hired cars.
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(d) Errors and Omissions (Professional Liability). A policy of professional liability
issuance written on a claims made basis in an amount not less than One Million Dollars($100,000).
8.2 General Requirements. Except for Workers' Compensation Insurance. all of
the above policies of insurance shall be primary insurance and shall name CITY, and its elected
officials. officers, employees and agents as additional insureds. The insurer shall waive all rights of
subrogation and contribution it may have against CITY, and its elected offlicials, 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 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
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.
8.3 Indemnification
CONTRACTOR shall defend and indemnify CITY, and its elected officials. 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, and its elected officials, 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 CITY.
8.4 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 crry
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 8.0 may be changed accordingly upon receipt of written
notice from the Risk Manager; provided that C6NTRACTOR shall have the right to appeal a
determination of increased coverage by the Risk Manager to City Council of CITY within 10 days of
receipt of notice from the Risk Manager.
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9.0 RECORDS AND REPORTS
9.1 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
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require.
9.2 Records
CONTRACTOR shall keep, and require subcontractors to keep, such books and records as
shall be necessary to perform the services required by this Agreement and enable the Contract Officer
to evaluate the performance of such services, The Contract Officer shall have full and free access to
such books and records at all times during normal business hours of CITY, including the right to
inspect. copy, audit and make records and transcripts from such records. Such records shall be
maintained for a period of three {'3} years following completion of the services hereunder, and CITY
shall have access to such records in the event any audit is required.
9.3 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 bN CONTRACTOR at a substantial expense.
CONTRACTOWS 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 CITVs sole risk and
without liability to CONTRACTOR, and CITY shall indemnify the CONTRACTOR for all damages
resulting therefrom.
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9.4 Release of Documents Pursuant to Public Records Act
Notwithstanding any other provision in this Agreement, all obligations relating to disclosure of
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Proprietary Information remain subject to the Freedom of Information Act or California Public
Records Act, Government Code section 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 discloseable or exempt under the statute.,
and shall resist the disclosure of Proprietary Inl'ormation 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.
10.0 ENFORCEMENT OF AGREEMENT
10.1 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 San Bernardino, 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.
10.2 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 or equitable 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 10.6.
10.3 Waiver
No delay or omission in the exercise of any right or remedy by a nondefaultino Paroy, 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.
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10.4 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.
10.5 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 anv 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.
10.6 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. 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.
10.7 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
7
entitled to reasonable attorneys' fees. Attorneys' fees shall include y
s
attorney ' fees on an appeal, and
I
in addition a party entitled to attorneys' 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.
11.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
11.1 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.
11.2 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 Agreement
which effects his financial interest or the financial interest of any corporation, partnership or
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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.
11.3 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 insure 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.
12.0 MISCELL-ANEOUS PROVISIONS
12.1 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: Tina Kundig, Finance Director/City Treasurer
City of Redlands
35 Cajon Street, Suite 30
Redlands, CA 92373
CONTRACTOR: HdL COREN & CONE
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
Either Party may change its address by notifying the other partyof the change of address in
1 9
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.
12.2 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the language
zl.�
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.
12.3 Integration; Amendment
It is understood that there are no oral agreements between the Parties 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.
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12.4 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.
C� t�
12.5 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.
IN WITNESS WHEREOF. the parties have executed and entered into this Agreement as of the
date first written above.
CITY OF REDLANDS HdL CORE; & CONF,
A California Corporation
Pete Aguilar, avor Name
ATTEST:
By:
Sam 41rwin, ityy 'lerk,
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01089;0001`61175-03
EXHIBIT "A"
SCHEDULE OF PERFORMANCE
TIMELINE FOR DELIVERABLES
July/August Data available for purchase from counties
September 30 Dataset and software available for installation on city computers
September-October Unsecured audits performed and forA,,arded to county assessor
October-February Delivery of preliminary property tax reports
December-June Monthly data updates—Database""software
Appeals quarterly updates emailed in counties where the data is available
March Appeals quarterly updates emailed in counties where the data is available
March/April General Fund Budget Projections
April/May Final Books—Addendums emailed to clients
June Appeals quarterly updates emailed in counties where the data is available
Ongoing Secured Audits—City
Revenue audits of City, and District receipts for correctness
Property sales reports
City and Successor Agency mid-year budget reviews and budget
projections
Analytical work at the request of clients
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010,89/000 11611 703