HomeMy Public PortalAboutAgreement_2011-01-24_Hinderliter, De Llamas and Associates (HDL) (Coren & Cone)_Property Tax ManagementCITY OF-TEMPLE CITY
AGREEMENT FOR PROPERTY TAX
CONSULTING/AUDIT SERVICES
This AGREEMENT (the "Agreement'') is made and entered into as of the 24 1h day of
January, 2011 by and between the CITY OF TEMPLE CITY, 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
WHEIU~AS, CITY desires the property tax data based reports and data analysis required
to et1ectively 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 150
public agency clients for whom such services arc performed and has the programs, equipment,
data and personnel required to deliver the property tax services referenced herein;
WHEREAS, CITY prefers to pay for certain of such services through a contingency
arrangement where payment is made from monies recovered and CONTRACTOR is willing to
base its compensation on such a risk-based formula.
NOW, THl<:REFORE, 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 or redevelopment agency. Audits include the secured and unsecured tax
rolls and where secured records are corrected; the corresponding unsecured records
related to those properties are also corrected. A review of the calculation methodologies
developed by auditor/controller offices in the administration of property tax revenues or
tax increment revenues is made to ensure compliance. New annexations and newly
created redevelopment project areas are audited the 1st or 2nd year after the area's
adoption due to the timing of LAFCO and the State Board of Equalization in assigning
new tax rate areas and county processing of those changes.
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County: "County" shall mean the County in which the CITY is located.
Data Base: "Data Base" shall mean a computerized listing of property tax parcels and
information compiled for CITY from information provided by the County.
Days: "Days" shall mean calendar days.
Property Tax Roll: "Property Tax Roll" shall mean the assessed values of parcels on
the secured and unsecured lien date rolls as reported by the County.
Proprietary Information: "Proprietary Information" shall be the reports, technical
information, compilations of data, methodologies, formula, software, programs,
technologies and other processes previously designed and developed by CONTRACTOR
and used in the performance ofthe services hereunder.
RDA: '·RDA" means the community redevelopment agency of CITY established
pursuant to Health and Safety Code Sections 33,000 et, seq. ("CRL").
Recovered/Reallocated Revenue: "Recovered or Reallocated Revenue" shall mean
additional revenue received as a result of an audit or review of properties submitted for
correction or for corrections due erroneous calculations or incorrect methods of
distributing revenue discovered by the CONTRACTOR and then made by county
agencies which result in a return of additional revenue to the city/agency. Reviews of
city administered pass throughs are performed to ensure the correctness of distributions
being made to participating agencies.
Scope of Services: "Scope of Services" shall mean all of the Base Services specified in
Section 2.0, the Optional Services in Section 3.0, the Additional Services in Section 4.0,
or any other services rendered hereunder.
TRA: ''Tax Rate 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
Fcc)
(a) In the first year of this Agreement, and as necessary thereafter
but not less than once every five (5) years, CONTRACTOR shall conduct an analysis to identify
and verify in the CITY parcels on the secured Property Tax Roll which are not properly
attributed to a CITY, and will provide the correct TRA designation to the proper County agency.
Typical errors include parcels assigned to incorrect TRAs within the CITY or an adjacent city,
and TRAs allocated to wrong taxing agencies.
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(b) CONTRACTOR shall annually reconcile the annual auditor-
controller assessed valuations report to the assessor's lien date rolls and identify discrepancies.
(c) CONTRACTOR shall annually review parcels on the unsecured
Property Tax Roll to identify inconsistencies such as value variations, values being reported to a
mailing address rather than the situs address, and errors involving TRAs (to the extent records
are available).
(d) In Counties with automated data, CONTRACTOR shall
quarterly audit documentary transfer tax remittance detail provided by County and identify
misallocations that may be recovered for CITY.
(e) CONTRACTOR may audit general fund or tax increment
property tax revenue or other revenues attributable to the RDA and CITY departments, districts,
(including but not limited to base year value audits; administration oftax 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 for
installation on personal computers or a network.
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(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 XIII A
(5)
code designation.
A comparison of property within the CITY by county-use
(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 the CITY's preparation
of Gann (Propositions 4 and Ill) State Appropriation Limit calculations.
(7) A listing of multiple owned parcels.
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(8) i\ listing of absentee owner parcels.
(9) Calculate an estimate of property tax revenue anticipated
to be received for the tlscal 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 ofthe CITY.
( 1 0) Development of historical trending reports involving
taxable assessed values for the CITY and RDA, median and average sales prices,
foreclosure activity 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.
2.3 Quarterlv Services (I<'ixed Fee)
The CONTRACTOR shall perform the following services quarterly:
(a)
(selected counties).
A listing of property tax appeals filed on properties in the CITY
(b) A listing of property transfers that have occurred since the last
report.
(c) An update of computer pro gram parcel transfer data.
2.4 On-Going Consultation (Fixed Fee)
During the term of this Agreement, CONTRJ\CTOR 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 CONTRJ\CTOR does not have a current
database.
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3.3 Redevelopment Financial Services
Redevelopment Financial Services including but not limited to:
(a) Tax increment projections
(b) Feasibility studies
(c) Agency or Project Area cash flows
(d) Low and moderate income housing set-aside calculations, findings
and consultations
(e) Fiscal impact studies
(f) Legislative analysis
(g) Redevelopment plan adoption and amendment financial feasibility
studies
3.4 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
(c) Independent redevelopment and financial consultant reports, such
as escrow release reports and additional bond tests
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 speci!led 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
(180) days may be approved by the Contract Otlicer. 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:
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1. Current CITY maps and zoning map;
2. 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;
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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.
6. RDA formation documents, debt service schedules, plan caps, DDA/OPA
agreements.
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.
6.0 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 $3,500 (invoiced quarterly).
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 or tax increment property tax
revenue or other revenues attributable to RDA, CITY departments, districts, or funds recovered
or reallocated which are directly or indirectly the result of an audit, analysis or consultation
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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. The fee for documentary transfer tax audit recovery services will be 25% of
documentary transfer tax recovered as a result of our audit efforts.
6.3 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 $195 per hour
Principal $175 per hour
Associate $13 5 per hour
Senior Analyst $100 per hour
Analyst $ 65 per hour
Administrative $ 45 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONTRACTOR
annually. On July 1st of each year CONTRACTOR shall provide CITY with an updated
schedule of hourly rates. The rates will not be increased by more than five percent (5%) per
year. In addition, expenses for Optional Services shall be billed at 1.15 times actual incurred
costs.
6.4 Fees for Bond Services
Services under Section 3.5 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.
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).
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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 \Witten 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 CON'rRACTOR, 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 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 (I 0) 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 fbr 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 five (5) years, and, unless a notice of
termination is given on the fourth anniversary date, shall be automatically extended from year to
year until and such notice shall be given.
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:
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City of Temple City
970 I Las Tunas Drive
Temple City, CA 91780
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HdL COREN & CONE
1340 Valley Vista Drive, Suite 200
Diamond Bar, CA 91765
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a 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 wTitten 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
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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) Comprehensive General Liability Insurance. The policy of insurance
shall be in an amount not less than either (i) a combined single limit of $1 ,000,000 for bodily
injury, death and property damage or (ii) bodily injury limits of $500,000 per person, $ LOOO,OOO
per occurrence and $1 ,000,000 products and completed operations and property damage limits of
$500,000 per occurrence and $500,000 in the aggregate.
(b) Worker's 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 the CONTRACTOR and the CITY
against any loss, claim or damage arising from any injuries or occupational diseases occurring to
any worker employed by or any persons retained by the CONTRACTOR in the course of
carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance:. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than either (i) bodily injury
liability limits of $250,000 per person and $500,000 per occurrence and property damage
liability limits of $100,000 per occurrence and $250,000 in the aggregate or (ii) combined single
limit liability of $500,000. Said policy shall include coverage for owned, non-owned, leased and
hired cars.
(d) 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
($1 ,000,000).
(e) 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
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above insurance coverages and said Certificates of Insurance or binders are approved by the
CITY.
9.2 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.
9.3 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 I 0 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.
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.
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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
sole risk and without liability to CONTRACTOR, and the CITY shall indemnify the
CONTRACTOR for all damages resulting therefrom.
10.4 Release of Documents l1 ursuant 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
discloseable 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
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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 ( l 0) 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 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 arc 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
difierent times, of any other rights or remedies for the same default or any other default by the
other party.
11.5 Legal Action
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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, CON'fRACTOR 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
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.
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01089/000li61175 03
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 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.
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
CONTRACTOR:
City of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
HdL COREN & CONE
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
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 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
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01089/0001/61175.03
not affect any of the remammg 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 ofthe 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.
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
(/
APPROVED AS TO FORM:
Ol089/000!i6l 175 03
CITY OF TEMPLE CITY
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EXHIBIT "A"
SCHEDULE OF PERFORMANCE
TIMELINE J<'OR 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 forwarded to county assessor
October-February Delivery ofpreliminary property tax reports
December Quarterly data updates Database/software
Appeals quarterly updates emailed in counties where the data is available
March Quarterly data updates-Database/software
Appeals quarterly updates cmailed in counties where the data is available
March/ April General Fund Budget Projections
April/May Final Books Addendums emailed to clients
June Quarterly data updates-Database/software
Appeals quarterly updates emailed in counties where the data is available
Ongoing Secured Audits-City and Redevelopment Project Areas
01089/0001/61175 03
Malakai Audits (Base year reviews for public purchased property after
project formation)
Revenue audits of City, RDA and District receipts for correctness
Property sales reports
Redevelopment Project Area base year parcel assembly
City and RDA mid-year budget reviews and budget projections
Analytical work at the request of clients