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HomeMy WebLinkAbout2014 CON HDL Coren & Cone - Property Tax Consulting Auditing ServicesAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND HDL COREN & CONE THIS AGREEMENT is entered into this 1st day of April, 2014, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and HdL Coren & Cone, a California Corporation (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to provide property tax consulting/auditing services. WHEREAS, the CITY has determined that the CONTRACTOR is a property tax consultant/auditor and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth herein in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services shall be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform property tax consulting/auditing services as set forth in the attached Exhibit "A". The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as provided for in Exhibit A or as authorized in advance by the CITY. The CONSULTANT shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit "B", and incorporated herein by this reference. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 3. PROJECT COORDINATION AND SUPERVISION. The Director of Finance hereby is designated as the Contract Officer for the CITY and will monitor the progress and 1 Agreement between The City of National City and HdL Coren & Cone execution of this Agreement. The CONTRACTOR shall assign a single Contract Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. Paula Cone thereby is designated as the Contract Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for Base Services provided by the CONTRACTOR shall include both a fixed amount and a contingent amount as described in Exhibit "A." The amount for Base Fixed Fee Services shall not exceed $10,560.00 annually for the first three years of the agreement and will be paid in quarterly installments. In the fourth year of the agreement, the Base Fixed Services Fee shall be adjusted by the California Consumer Price Index (CCPI) for all urban consumers. The amount for Base Contingent Fee Services shall be 25% of property tax or other revenues recovered for or reallocated to the CITY or SUCCESSOR AGENCY as a result of CONTRACTOR'S work under this agreement. Said fee is a one-time audit fee resulting from each incidence of revenue recovery, and not a continuing annual payment by the CITY. Compensation for Optional Services as described in Exhibit "A" will be on an hourly and expense reimbursement basis. Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. The duration of this Agreement is for the period of April 1, 2014 through March 31, 2018, unless earlier terminated in accordance with Section 20 of this Agreement. 7. DISPOSITIONOFRECORDS AND REPORTS. A. 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. 2 Agreement between The City of National City and HdL Coren & Cone B. 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. C. 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. CONlRACTOR'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. D. 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 3 Agreement between The City of National City and HdL Coren & Cone 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. To the extent that either a subpoena or other court order requires the production or disclosure of Proprietary Information, Contractor may seek judicial intervention to prevent such disclosure and shall bear the burden of seeking protection from disclosure. CITY shall advise CONTRACTOR in writing ten (10) days prior to the intended disclosure of any decision to disclose Proprietary Information, and the reasons therefore. If CONTRACTOR objects to such disclosure, Contractor can seek judicial relief preventing disclosure prior to the CITY's intended disclosure date. CONTRACTOR shall bear the responsibility of seeking any judicial relief, and shall indemnify and hold harmless the CITY from any disclosure of Proprietary Information. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. 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. All agreements by CONTRACTOR with its SUBCONTRACTOR(S), if agreed to by CITY, shall require the SUBCONTRACTOR(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees, except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR and each 4 Agreement between The City of National City and HdL Coren & Cone of its SUBCONTRACTOR(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in 5 Agreement between The City of National City and HdL Coren & Cone conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONTRACTOR shall be liable to CITY for any damages caused by breach of this condition. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONTRACTOR'S performance or other obligations under this Agreement. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any 6 Agreement between The City of National City and HdL Coren & Cone liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONTRACTOR(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this Agreement. D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONTRACTOR has no employees subject to the California Workers' Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said Declaration shall be provided to CONTRACTOR by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company of equal financial stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -admitted 7 Agreement between The City of National City and HdL Coren & Cone "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the 8 Agreement between The City of National City and HdL Coren & Cone CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile, fax or email; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Mark Roberts Director of Finance City of National City 1243 National City Boulevard National City, California 91950 9 Agreement between The City of National City and HdL Coren & Cone To CONTRACTOR: Paula Cone HdL Coren & Cone 1340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile, fax or email must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONTRACTOR. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. 10 Agreement between The City of National City and HdL Coren & Cone A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity 11 Agreement between The City of National City and HdL Coren & Cone to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By:►u Leslie Deese, City Manager OVED AS TO FORM: C G. C'ty Attorney HDL COREN & CONE, A CALIFORNIA CORPORATION (Corporation — signatures of two corporate officers) (Name) eatiat. sf. Cone, (Print) Pre di/1476 (Title) By: /14(464-' (Name) Ni(,,IoL E. C Me (Print) U; (Title) P► esi n.4- 12 Agreement between The City of National City and HdL Coren & Cone Exhibit A HDL COREN & CONE, A CALIFORNIA CORPORATION AGREEMENT FOR PROPERTY TAX CONSULTING/AUDIT SERVICES SCOPE OF SERVICES 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. County: "County" shall mean the County in which the CITY is located. Database: "Database" 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. Project Area: "Project Area(s)" shall mean the project areas of 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 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 Exhibit A 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 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 parcels on the secured Property Tax Roll which are not properly attributed to the 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. (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 SUCCESSOR AGENCY and CITY (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 Database for CITY to be made available through CONTRACTOR's online property tax application. (b) Utilizing the Database, CONTRACTOR will provide: Exhibit A (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 comparison of property within the CITY by county -use code designation. (5) A listing by parcel of new construction activity between tax years to provide reports for use in the CITY's preparation of Gann (Propositions 4 and 111) State Appropriation Limit calculations. (6) 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. (7) Development of forecast of estimated general fund property tax revenue for future fiscal years. (8) Development of historical trending reports involving taxable assessed values for the CITY, median and average sales prices, foreclosure activity and related economics trends. (9) 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 Quarterly Services / Monthly Services (Fixed Fee) The CONTRACTOR shall perform the following services quarterly: (a) A listing of property tax appeals filed on properties in the CITY (b) A listing of property transfers that have occurred since the last (c) Monthly update of CONTRACTOR'S web -based software program to include parcel transfer data and, in select counties, appeal updates. (selected counties). report. Exhibit A 2.4 Successor Agency -Related Services (Fixed Fee) Successor Agency -Related Services including but not limited to: (a) Tax increment projections (b) Cash flows for the Successor Agency by Project Area (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) Providing property tax information to the Oversight Board at the direction of the Successor Agency (g) Providing access to the Oversight Board to City and former redevelopment agency documents at the direction of the Successor Agency (h) Monitoring the County distribution of tax -sharing revenues to the taxing entities of the former redevelopment agency (i) Coordinating with the Auditor -Controller the relationship between the tax -sharing, debt service and other obligations of former redevelopment agency (j) Preparing, as needed, an assessment of resources available to the Successor Agency to meet the long term obligations of the former redevelopment agency 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 database. 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 or the development of special geo-based designations from CITY maps or geographic areas which would require additional programming, the purchase of additional data, costs for county staff research, additional historical parcel tracking by CONTRACTOR or similar matters not necessary to carry out services outlined in Section 2.0. 3.2 County Research Exhibit A 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 the CITY. 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 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 $25,000, 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 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: 1. Current CITY maps; 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; 3. Parcel listing and maps of CITY parcel annexations since the lien date roll; 4. A listing of the CITY levies, assessment districts and direct assessments. 5. SUCCESSOR AGENCY formation documents, debt service schedules, plan caps, DDA/OPA agreements. Exhibit A 6. Remittance Advices 6.0 CONSIDERATION 6.1 Base Fixed Fee Services CONTRACTOR shall provide the Base Services described in Sections 2.2 through 2.5 above for a fixed annual fee of $10,560.00 (invoiced quarterly). The fee for the first 3 years of this Contract shall be the annual fixed fee as noted. In the fourth (4th) year of the contract the Base Fixed Services Fee shall be adjusted by the California Consumer Price Index (CCPI) for all urban consumers as determined by the California Department of Industrial Relations as measured February of the first year to February of third year of this Contract. The revised Base Fixed Services Fee including the CCPI adjustment shall apply to the 4th and 5th years of the Contract. If this Contract is extended month to month as provided for in Section 7.4, 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 Fixed Fee Services For Base Services pursuant to Section 2.1 which are payable on a contingent basis, CONTRACTOR shall receive 25 percent of general fund or tax increment property tax revenue or other revenues attributable to SUCCESSOR AGENCY, CITY, districts, or funds recovered or reallocated which are the direct 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 3.4) shall be billed at the following hourly rates: Partner $225 per hour Principal $195 per hour Programmer $150 per hour Associate $150 per hour Senior Analyst $100 per hour Analyst $ 65 per hour Administrative $ 45 per hour Exhibit A 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 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. Exhibit B HDL COREN & CONE, A CALIFORNIA CORPORATION AGREEMENT FOR PROPERTY TAX CONSULTING/AUDIT SERVICES 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. 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. TIMELINE FOR DELIVERABLES July/August September 30 September -October October -February December -June March March/April April/May June Ongoing Data available for purchase from counties Dataset and software available for installation on city computers Unsecured audits performed and forwarded to county assessor Delivery of preliminary property tax reports Monthly data updates — Database/software Appeals quarterly updates emailed in counties where the data is available Appeals quarterly updates emailed in counties where the data is available General Fund Budget Projections Final Books — Addendums emailed to clients Appeals quarterly updates emailed in counties where the data is available 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 HDLCO-1 OP ID: AG `4-- CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDIYYYY) oaro3rla 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 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 626-966-1791 Partee Insurance Assoc.,Inc. 626-331-8132 License #0786033 584 S. Grand Avenue Covina, CA 91724-3409 Wayne M. Partee CIC, CWCA CONTACT NAME: PHONE FAX (P. No EXt1' (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:Sentinel Insurance Company INSURED HDL Goren & Cone 1340 Valley Vista Dr # 200 Diamond Bar, CA 91765 INSURER B: Hartford Underwriters INSURER c:Technology Insurance Company INSURER D: INSURER E: INSURER F OVERAGES CERTIFICATE NUMBER: 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 AUDL INSR SUBR wvn POLICY NUMBER POLICY EFF (MM/DD/YYYY1 POLICY EXP IMMIDDIYYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X 72SBAZB3291 11N5113 11/15114 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,0DD 000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE -J POLICY LIMIT APPLIES PRO- FCT PER `OC PRODUCTS - COMP/CP AGG $ 4,000,000 $ A AUTOMOBILE — X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS Na SCHEDULED 72SBAZB3291 11/15/13 11/15/14 COMBINED SINGLE LIMIT (Ea accident) 2,000000 $+ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAR EXCESSLIAB OCCUR CLAIMS -MADE 72SBAZB3291 11/15/13 11/15/14 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED X RETENTION $ 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) rt yes, describe under DESCRIPTION OF OPERATICNS be:ow NIA X TWC3384571 11/15/13 11/15/14 x WCSTATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Professional Liab Claims Made PG0260349 RETRO 2/15/2003 11/15/13 11/15/14 Limit 1,000,000 Ded 25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 1D1, Additional Remarks Schedule, if more space is required) National City, its officers, agents, and employees are named as an additional insured in regards to the insureds operations *30 day notice of cancellation applies except *10 days for non payment T NATIONA National City 1243 National City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) 01988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA ZB3291 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED DESIGNATED PERSON/ORGANIZATION AZUSA CA 91702 CITY OF ARCATA 736 F STREET ARCATA CA 95521 CITY OF AMERICAN CANYON 4381 BROADWAY STE 201 AMERICAN CANYON CA 94503 CITY OF ALAMEDA 2263 SANTA CLARA AVE RM #220 ALAMEDA CA 94501 CITY OF IRVINE PURCHASING AGENT P.0 BOX 19575 IRVINE CA 92623 CITY OF GLENDALE GLENDALE REDEVELOPMENT AGENCY ADRINE ISAYAN-BUDGET 633 E BROADWAY STE 201 GLENDALE CA 91206 CITY OF COLTON DEVELOPMENT SERVICES DEPT. 650 N LA CADENA DRIVE COLTON CA 92324 CITY OF NATIONAL CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 CITY OF YUBA CITY 1201 CIVIC CENTER BLVD YUBA CITY CA 95993 Form IH 12 00 11 85 T SEQ. NO. 004 Printed in U.S.A. Page 002 (CONTINUED ON NEXT PAGE) Process Date: 11/22/13 Expiration Date: 11/15/14 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA WC040306 (Ed. 4-84) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work descrbed in the Schedule. The additional premium for this endorsement shall be 2.00% of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description Any person or organization as required by written contract NATIONAL CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement Effective 11/15/2013 Policy No. TWC3384571 Endorsement No. WC 04 03 06 Insured HDL Coren & Cone Premium $ Insurance Company Technology Insurance Co Countersigned by i'41,yne' (1/(., P t.rt e- CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk HDL COREN & CONE Property Tax Consulting & Auditing Services Mark Roberts (Finance Dept.) Forwarded Copy of Agreement to HDL Coren & Cone