HomeMy WebLinkAbout2023 CON HDL Coren & Cone, Inc. - Property Tax and Audit ServicesDoou i n Envelope ID:41AEB1C3-2902-4B26-BF5C-5E1804EE6EF9
AGREEMENT
T
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
HDL COREN & CONE, INC.
THIS AGREEMENT is entered into on this 16th day of May, 2023, by and between the
CITY OF NATIONAL TAL CITY, a municipal corporation (the "CITY"), and HDL COREN & CONE,
a Corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provid6 property tax
consulting and property tax audit services; and
WHEREAS, the CITY has determined that the CONSULTANT is a property tax
management expert and is qualified by experience and ability to perforrr.the services desired by
the CITY, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
L ENGAGEMENT OF CONSULTANT. T. The CITY agrees to engage the
CONSULTANT to do property tax consulting and audit services, and the CONSULTANT agrees
to perform the services set forth here in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under. direct supervision of the CONSULTANT.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will
become effective on March 4, 2023. Unless terminated in accordance with Section 20A of this
Agreement, this Agreement shall continue in full force and effect for five years, and unless a
written notice of termination is given 90 days prior the expiration of the Agreement, this
Agreement shall be automatically extended from year to year subject to financing and until such
notice of termination is given.
3. SCOPE OF SERVICES. The CONSULTANT T will perform services as set forth
in the attached Exhibit "A"
The CONSULTANT 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 authorized in advance
by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff
and City Council advised of the progress on the project.
The CITY may unilaterally, or upon request from the CONSULTANT, T, from time
to time . reduce or increase the Scope of Services to be performed by the C N S ULTANT under
this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith
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and confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services.
4. PROJECT COORDINATION AND SUPERVISION. The Director of
Administrative Services hereby is designated as the Project Coordinator for the CITY and will
monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single
Project Director to provide supervision and have overall responsibility for the progress and
execution of this Agreement for the CONSULTANT. T. Nichole Cone-Morishita thereby is
designated as the Project Director for the CONSULTANT.
5. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on quarterly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and also materials, if any. The
compensation for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "A".
Quarterly invoices will be processed for payment and remitted within thirty days from receipt
of invoice, provided that work is accomplished consistent with Exhibit "A", as determined by the
CITY.
The CONSULTANT 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 o.f this Agreement and for
three 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.
6. 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 CONSULTANT and the CITY cannot agree to. the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONSULTANT T in this
Agreement, the CITY or the CONSULTANT shall give to the other written notice. Within ten (10)
business days, the CONSULTANT 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 CONSULTANT.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONSULTANT for this project, whether paper or electronic, shall: 1 be free from defects;(2)
become the property of the CITY for use with. respect to this project; and shall be turned over
to the CITY upon completion of the project, or any phase thereof; as contemplated by this
Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT T hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY'S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall,
upon request of the CITY, execute any further document(s) necessary to further effectuate this
waiver and disclaimer,
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The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify,
assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written
work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims
any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual
property and artistic works.
Any modification or reuse by the CITY. of documents, drawings, or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14,
but only with respect to the effect of the modification or reuse by the CITY, or for any iiabiliiy to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of Services of this project, unless otherwise mutually
agreed.
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 CONSULTANT nor the CONSULTANT'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, unempioy4.
rent, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'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 CONSULTANT and its employees. Neither this Agreement, nor any interest
herein, may be assigned by the CONSULTANT without the prior written consent of the CITY.
Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as
many employees, or SU C NSULTANTS, as the CONSULTANT may deem necessary for the
proper and efficient performance of this Agreement. All agreements by CONSULTANT with its
SU CONSULTA IT S shall require the SUBCONSULTANT(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 CONSULTANT or any of the CONSULTANT'S employees,
except as set forth 'in this Agreement. The CONSULTANT, or the CONSULTANT'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY. The
CONSULTANT and its agents, 'servants, and employees are wholly independent from the CITY
and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement.
10, COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, 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 CONSULTANT and each of its
SU CONSULTANTS , shall obtain and maintain a. current City ofNational City business license
prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. CONSULTANT must promptly produce a copy of any such.
license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants
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that the CONSULTANT 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
CONSULTANT T to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, T, in perforniing any services under this Agreement,
shall perform in a manner consistent with that level ofcare and skill ordinarily exercised by
members of the CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT SULTAI T shall take all special precautions
necessary to protect the CONSULTANT'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
CONSULTANT SULTA1 T warrants to the CITY that it is not now, nor has it for the five years preceding,
been debarred by a governmental agency or involved in debarment, arbitration or litigation
proceedings concerning the CONSULTANT'S professional performance or the furnishing of
materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT 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
CONSULTANT has notified the CITY otherwise, the CONSULTANT 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 CONSULTANT to use due diligence under
this sub -section will render the CONSULTANT 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 CONSULTANT 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 CONSULTANT T will take positive action to insure that applicants are
employed withoutregard 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 CONSULTANT T agrees to post in 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 CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT 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
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part of the information that (0 has been disclosed in publicly available sources of information;, (ii)
is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of
information; iii is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT 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 CONSULTANT 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 CONSULTANT T 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.
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 15.
15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent
provided by law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of
National City, its officers, officials, agents, employees, and volunteers against and from any and
all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims,
demands, suits, 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 CONSULTANT'S performance or other obligations under this Agreement;
provided, however, that this indemnification and hold harmless shall not include any claims or
liability arising from the established sole negligence or willful misconduct of the CITY, its agents,
officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action,
and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney.
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. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
16.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS
of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONTRACTOR'S employees providing service under this Agreement shall not:
(1) qualify for any compensation and benefit under PERS; 2 be entitled to any benefits under
PERS; enroll in PERS as an employee of CITY; 4 receive any employer contributions paid
by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue
to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or
compensation described in this Section 16. This Section 16 applies to CONTRACTOR
notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the
contrary.
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16.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation to which CONTRACTOR and
CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal
or state tax withholdings idfn behalf of CONTRACTOR. The CITY shall not be required to pay any.
workers' compensation insurance on behalf of CONTRACTOR.
16.3 Indemnification for Employee Payments. .ts. CONTRACTOR agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CITY may be required to make on behalf of(1)
CONTRACTOR, , 2 any employee of CONTRACTOR, or 3 any employee of CONTRACTOR
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
17. WORKERS' COMPENSATION. The CONSULTANT 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 ofthe California Labor 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, employees, and volunteers from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of everynature 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 liability under any of said
acts which may be incurred by reason of any work to be performed by the CONSULTANT under
this Agreement.
18. INSURANCE. . The CONSULTANT, at its sole cost and expense, shall purchase
and maintain, and shall require its SU CONSULTANTS , when applicable, to purchase and
maintain throughout the term of this Agreement, the following insurance policies:
• A. If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
I. 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. The policy shall name the CITY and its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement shall be provided.
C. Commercial General Liability Insurance, with minimum limits of either
$2,000,000per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and
$2,000,000aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a
separate additional insured endorsement shall be provided. The general aggregate limit must apply
solely to this "project" or "location". The "project" or "location" should be noted with specificity
on an endorsement that shall be incorporated into the policy.
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D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'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 CONSULTANT ST LTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect, Said
Declaration shall be provided to CONSULTANT by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, officials, 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 CIT 's Risk Manager, at the address listed in subsection G below, of
cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT 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.
shall be:
G. The Certificate Holder for all policies of insurance required by this Section
City of National City
co Risk .Manager
1243 National City Boulevard
National City, CA91950-4397
H. Insurance shall be written with only insurers authorized to conduct business
in California that hold a current policy holder's alphabetic and financial size category rating of not
less than A:VII 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 `surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers ("LASLI") and otherwise meet rating re,quirements.
I. 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 CONSULTANT does not keep all insurance policies required by
this Section 18 in full force and effect at all times during the term of this Agreement,. the CITY
may treat the failure to maintain the requisite insurance as a breach of thiAgreement and terminate
the Agreement as provided herein.
J. All deductibles and selfinsured retentions in excess of $10,000 must be
disclosed to and approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 18, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances..
K. If the CONSULTANT maintains broader coverage or higher limits (or both)
than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher
limits (or both) maintained by the CONSULTANT. Any available' insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the CITY,
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19. 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 andfrom 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 inctu-red
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.
20. TERMINATION.
A. This Section shall govern termination of this Agreement. The Parties
reserve the right to terminate this Agreement at any time, with or without cause, upon forty-five
days written notice to the non -terminating party, except where termination is for cause, the
Parties will comply with the dispute resolution process in Section l B. Upon issuance ofany
notice of termination, CONSULTANT shall immediately cease all services hereunder except such
as may be specifically approved by the Project Director. The CONSULTANT '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 ply
with the opportunity to cure pursuant to Section 1 oB
B. In the event of any dispute arising under this Agreement, the injured party
shall notify the injuring party in writing of its, contentions by submitting a claim therefor. The
injured party shall continue performing its obligations .hereunder so long as the injuring party
commences to cure such default within ten (10) days of service of such notice and completes the
cure of such default within forty-five 4 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 CONSULTANT right to terminate this Agreement without cause pursuant to Section 10A.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT 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 CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, . and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents andother 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 CONSULTANT'S breach, if any. Thereafter, ownership of said written
material shall vest in the CITY all rights set forth in Section 7.
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E. The CITY further reserves the right to immediately terminate this
Agreement upon: 1 the filing of a petition in bankruptcy affecting the CONSULTANT; 2 a
reorganization of the CONSULTANT NT for the benefit of creditors; or 3 a business reorganization,
change in business name or change in business status of the CONSULTANT.
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 or fax; 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 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: Molly Brennan
Director of Administrative Services
Finance. Department
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONSULTANT:
Nichole Cone-Morishita
Chief Financial Officer
dL Coren & Cone, Inc,
120 S. State College Blvd., Suite 200
Brea, CA 2 1
Notice of change of address shall be given by written notice in the mariner specified in this
Section. . Rejection or other refusal to accept or the inability to deliver because of changed address
of whichno 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 or fax must be confirmed within forty-eight 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 CONSULTANT 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 CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at
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all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official
position to influence in any way any matter coining before the CITY in which the CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT
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 CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a. Statement of Economic Interests with the City Clerk
of the City of l National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT T 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 CONSULTANT:
U
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, 172 . ,
1720., and 1771. Consultant 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. ADMINISTRATIVE ATIV PROVISIONS.
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 deemedan 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. To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions of this Agreement shall control.
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. Assignment & Assumption of Rights. . CONSULTANT shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY,
H. 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.
Standard Agreement
Page 10 of 12
City of National City and
Revised February 2023 ftd& Coren & Cone, In .
Do u i n Envelope ID: 41EBI - O - B -BF - 804EE6EF9
EF
I. Applicable Law. This Agreement shall be governed by and construed in
accordance with the of the State of California. The ven ie for any legal action arising under
this Agreement shall be in either state or federal court in the County of San Diego, State of
California.
J. 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.
K. 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 the party to e bound thereby.
I. Successors and Assigns. This Agreement shall be binding upon . and shall
inure to the benefit of the successors and assigns ofthe parties hereto.
M. Subcontractors or 'uosus. The CITY is engaging the services of the
CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY in writing. In the event any portion of the work under this Agreement is subcontracted,
the subconsultant(s) shall be required to comply with and agree to, for the benefit of and in favor
ofthe CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless
provision of Section 1.5 of this Agreement.
N. Construction. The parties acknowledge andagree 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
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.
Standard Agreement
Page 11 of 12
City of National City and
Revised February 2023 Idi, Coren & Cone, Inc.
DocuSign Envelope ID; 4IAEBI - g0 -4B 6-BF5 -5EI 8O4EE6EF9
CITY OF NATIONAL CITY
By:
Ron Morrison, Mayor
APPROVED AS TO FORM:
By:
Barry J. Scl Wiz
City Attorney
(fide f41454-
HL COREN CONE, INC.
(Crpo rvtiorr —signatures of two corporate officers required.)
(Partnership or Sole proprr torshiip — 01W Sid iailcrt'd
By:
DocuSigned by:
114-75$E 1 1...
(NCi 110
Nichole 'one- orishi.ta
Chief Financial Officer
-OocuSigneLi by
Oava
E • .84CA72A583F746F
(Name)
Standard Agreement Page 12 of 12
Revised February 2023 FidL Coren & Cone, Enc.
David Schey
Secretary
City of National City and
DowuSi n Envelope ID: 4IEBI 3- 90 -4B -BF-3E1804EE EF9
EXHIBIT A
SCOPE OF SERVICES
AND FEE SCHEDLUE
1.0 BASE SERVICES
The CONSULTANT shall perform all of the following duties as part of the Base Services
provided hereunder, unless otherwise specified in writing by the Contract Officer:
1.1 Analyslis __A .d Identification f Misallocation Errors Conthwent
Fee)
(a) In the first year of this Agreement, and as necessary thereafter but
not less than once every five years, CONSULTANT shall conduct an analysis to
identify and verify the CITY parcels on the secured Property Tax Roll which are not
properly attributed to a CITY, and will provide the correct TRA designation to the proper
County agency. Typical errors include parcels assigned to incorrect TRAs within the CITY
or an adjacent city, and TRAs allocated to wrong taxing agencies.
(b) CONSULTANT shall annually reconcile the annual auditor -
controller assessed valuations report to the assessor's lien date rolls and identify
discrepancies.
(c) CONSULTANT 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) CONSULTANT may audit general fund or tax increment property
tax revenue or other revenues attributable to the CITY departments, districts, (including
but not limited to base year value audits; administration of tax sharing agreements; tax
increment allocation reviews; county allocation and payments reviews).
1.2 Annual Services (Fixed Fee)
Annually, after the Property Tax Roll is available:
(a) CONSULTANT T shall establish a Data Base for CITY available
through CONSULTANT'S online property tax application
(b) Utilizing the Data Base, CONSULTANT 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.
DowSign Envelope ID: 4IAEB1C3-2902-4B26-BF5C-5E1804EE6EF9
EXHIBIT A
(3) A listing of property tax transfers which occurred since the
prior lien date.
(4) A listing of parcels that have not changed ownership since
the enactment of Proposition XIIIA.
(5)
code designation.
A comparison of property within the CITY by county -use
(6) A listing by parcel of new construction activity to identify
non-residential parcels with new construction activity and to provide reports for use
in the CITY's preparation of Gann (Propositions 4 and 111) State Appropriation
Limit calculations.
(7)
(8)
A listing of multiple owned parcels.
A listing of absentee owner parcels.
(9) Calculate an estimate of property ta.x revenue anticipated
to be received for the fiscal year by the CITY. This estimate is based upon the
initial information provided by the County and is subject to modification. This
estimate shall not be used to secure the indebtedness of the CITY.
(10) Development of historical trending reports involving
taxable assessed values for the CITY, median and average sales prices, foreclosure
activity and related economics trends.
(ii)Upon written request, analyses based on geographic areas
designated by the CITY to include assessed valuations and square footage
computations for use in community development planning.
(12)One and five-year budget projections for the city general
fund and special districts. This report is interactive for tax modeling.
1.3 Successor Agency Services
Successor Agency Services including but not limited to:
(a) Annual tax increment projections and., as requested, cash flow analysis for
the Successor Agency by Project Area
(b) Review of Redevelopment Obligation Payment Schedules (ROPS) as
requested,
(c) Provide property tax information to the Oversight Board at the direction of
the Successor Agency
(d) • Provide access to the Oversight Board to City and former redevelopment
agency documents at the direction of the Successor Agency
(e)• Monitor the County distribution of tax -sharing revenues to the taxing
{
entities of the former redevelopment agency
Docu [gn Envelope ID: 41AEB1C3-2902-4B26-BF5C-5E1804EE6EF9
(f)
�8)
EXHIBIT A
Advice and consultation on the City/Successor Agency's preparation of
required reports, such as revenue projections; review of Recognized
Obligation Payment Schedules .N, submittals to the Oversight Board
and/or County or State agencies, and new or revised legislative
requirements
Analysis of legislative and judicial matters impacting Redevelopment
Property Tax Trust Fund (RPTTF) revenues to the Successor Agency and
to the City.
1 A QuarterlyServices/Monthly�r lc s F Fee)
The CONSULTANT SULTAI T shall perform the following services quarterly:
(a) A listing of property tax appeals filed on properties in the CITY
(selected counties).
(b) A listing o.f property transfers that have occurred since the last
report.
(c) Monthly update of CONSULTANT'S web -based software
program to include parcel transfer data and, in select counties, appeal updates.
1.5 On -Going Consultation. (Fixed Fee)
During the term of this Agreement, CONSULTANT T 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
aIT's data base.
2.0 O TION L S R IC S
The following services are available n a time and materials basis:
2.1 Specified._I—
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.
2#2 County Research
Any research with County agencies for which CONSULTANT SULTAI T does not have a current
database.
2:3 Bond Services
Bond services are available for a fixed negotiated fee, including:
(a) Tax Allocation Bonds fiscal consultant reports
3
Do u i n Envelope ID: 41EB1 3- 0 -48 -BF - E1 04EE EF
EXHIBIT A
(b) Mello -Roos Special Tax studies
2A Additional Meetings Requested
Meetings in excess of the annual meeting to review the analysis of property tax data,
trending information, and other findings with AGENCY shall be considered an Optional
Service.
3.0 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 CONSULTANT,
incorporating therein any material adjustment in thecontract and/or the time to perform this
Agreement, which said adjustments are subject to the written approval of the CONSULTANT.
Any increase in compensation of up to $75,000, or in the time to. perform of up to one hundred
eighty (180) days may be approved by the Contract Officer. Any greater increases, taken either
separately or cumulatively must be approved by the City Council. It: isexpressly understood by
CONSULTANT that the provisions of this Section shall not apply to services specifically set forth
in the Scope of Services or reasonably contemplated therein.
4.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES
4.1 City Materials and Suport
CITY agrees to provide the following information:
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;
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, CONSULTANT will research this information at an
additional cost;
5. A listing of the CITY levies assessment districts and direct assessments.
5.0 CONSIDERATION
.1 . Base Fixed Fee Services
4
Do uSi n Envelope ID: 41AEB1C3-2902-4B26-BF5C-5E1804EE6EF9
EXHIBIT A
CONSULTANT shall provide the Base Services described in Section 1.0 above, for a fixed
annual fee of $13,500.00 (invoiced quarterly).
The Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) for
all items as determined by the California Department of Industrial Relations as measured February
to February by the California All Urban Consumers index.
.2 Base Contin2ent Fee Services
For Base Services pursuant to Section 1.1 which are payable on a contingent basis,
CONSULTANT shall receive 25 percent of net general fund attributable to CITY departments,
districts, or funds recovered or reallocated which are directly or indirectly the result of an audit,
analysis or consultation performed by CONSULTANT (including but not limited to base year
'value audits; administration of tax sharing agreements; tax increment allocation reviews; county
allocation reviews). CONSULTANT 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 CONSULTANT's submittal of evidence that
corrections have been made by the appropriate agency. Payment to CONSULTANT shall be made
within thirty days after CITY receivesits first remittance advice during the fiscal year for
which the correction applies.
5.3 Optional Services
Fees for Optional Services as outlined in Services in Section 2.0 above (except Section 2.3)
shall be billed at the following hourly rates:
Partner $250 per hour
Principal $225 per hour
Programmer $200 per hour
Associate 17per hour
Senior Analyst $125 per hour
Analyst per hour
Administrative 70 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONSULTANT
annually. On July 1st of each year CONSULTANT shall provide CITY with an updated schedule
of hourly rates. The rates will not be increased by more than five percent (5%) per year.
5.4 Fees for Bond Services
Services under Section 1.3 above will be determined depending upon the complexity of the
bond issue and the time available for completion of the task and will be mutually agreed to be the
parties.
5.5 Indirect Expenses
Except as specified above, no other charges shall be made for direct or indirect expenses
incurred by CONSULTANT in performing the services in the Scope of Services including for
Do u i n Envelope ID: 41 E81 - 9O -DF - E1804EE EF9
EXHIBIT A
administrative overhead, salaries of CONSULTANT'S employees, travel expenses or similar
matters.
5.6 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).
6.0 DEFINITIONS
ITIONS
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 re.rn revenue
to the client city. Audits include the secured and unsecured tax rolls and where secured
records are corrected; the corresponding unsecured records related to those properties are
also corrected. A review of the calculation methodologies developed by auditor/controller
offices in the administration of property tax is made to ensure compliance. New
annexations are audited the 1st or 2nd year after the area's adoption due to the timing of
LA CO 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.
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 CONSULTANT
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 CONSULTANT and then made by county agencies which result
in a return of additional revenue to the AGENCY. Reviews of AGENCY administered
pass-throghs are performed to ensure the correctness of distributions being made to
participating agencies.
Do u i n Envelope ID: 41AEB1C3-29024626-BF5C-5E1804EE6EF9
EXHIBIT A
Scope of Services: "Scope of Services" shall mean all of the Base Services specified in
Section 1.0, the Optional Services in Section 2,, the Additional Services in Section 3.,
or any other services rendered hereunder.
TRA: "Tax Rate Area" shall mean the area subject to the tax rate.
7.0 SCHEDULE OF PERFORMANCE
TIMELINE FORDELIVERABLES
July/August Data available for purchase from counties
September 30 Data available on HdLCC's web -based property tax application
September/October Unsecured audits performed and forwarded to county assessor
October Appeals quarterly updates ernailed in counties where the data is available
October -February Delivery of preliminary property tax reports
January Appeals quarterly updates emailed in counties where the data is available
January/FebruaryJanuary/Febniary General Fund Budget Projections
April Appeals quarterly updates emailed in counties where the data is available
April May Final Books — Addendums emailed to clients
July Appeals quarterly updates ernailed in counties where the data is available
Ongoing Secured Audits — City
Property sales reports
City and Successor Agency mid -year budget reviews and budget
projections
Analytical work at the request of clients
Monthly updates of database with property sale information