HomeMy WebLinkAboutCC Resolution 13571 (Property Tax Audits; HdL Coren & Cone)RESOLUTION NO. 13571
A RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH HdL COREN & CONE FOR PROPERTY TAX
AUDITS AND INFORMATION SERVICES
WHEREAS, pursuant to Resolution No. 9760, the City of San Rafael entered into an
agreement, dated January 6, 1997, with HdL Coren & Cone to provide the City with property tax
audits and information services; and
WHEREAS, the City desires to continue the audit and information services provided by
Hdl Coren & Cone for five years, effective with the fiscal year beginning July 1, 2013.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
HEREBY RESOLVES AS FOLLOWS:
The City Council of the City of San Rafael hereby approves and authorizes the City
Manager to execute an Agreement between the City of San Rafael and HdL Coren & Cone for
property tax audit and information services for a term of five years, beginning July 1, 2013, in a
final form approved by the City Attorney's Ot#ice,
I, Esther C. Beirne, Clerk of the City of San Rafael, hereby certify that the foregoing
Resolution was duly and regularly introduced and adopted at a regular meeting of the San Rafael
City Council held on the 15`x' day of July, 2013, by the following vote to wit:
AYES: Councilmembers: Colin, Connolly, Heller, McCullough & Mayor Phillips
NOES: Councilmembers: None
ABSENT: Councilmembers: None
ESTHER C. BEIRNE. City Clerk
CITY OF SAN RAFAEL
AGREEMENT FOR PROPERTY TAX
CONSULTING/AUDIT SERVICES
This AGREEMENT (the "Agreement") is made and entered into as of the . day of
2013 by and between the CITY OF SAN RAFAEL, a municipal corporation
hereinafter called CITY, and HdL Coren & Cone, a California Corporation hereinafter called
CONTRACTOR.
RECITALS
WHEREAS, property tax revenues can be verified and potentially increased through a
system of continuous monitoring, identification and reconciliation to county records; and
WHEREAS, an effective program of property tax management will assist the CITY in
fiscal, economic and community development planning; and
WHEREAS, CITY desires the property tax data based reports and data analysis required
to effectively manage the CITY property tax base and identify and recover revenues misallocated
within the CITY, or to other jurisdictions; and
WHEREAS, CONTRACTOR is a state-wide expert in such data analysis with over 190
public agency clients for whom such services are performed and has the programs, equipment,
data and personnel required to deliver the property tax services referenced herein;
WHEREAS, CITY prefers to pay for certain of such services through a contingency
arrangement where payment is made from monies recovered and CONTRACTOR is willing to
base its compensation on such a risk-based formula.
NOW, THEREFORE, CITY and CONTRACTOR, for the consideration hereinafter
described, mutually agree as follows:
1.0 DEFINITIONS
For purposes of this Agreement, the following terms shall have the meaning stated below:
Audit Review: "Audit" or "Audit Review" shall mean the comparison of databases to
ensure that parcels are correctly coded with the appropriate tax rate area to return revenue
to the client city or successor 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 are audited the I st
or and 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.
ORIGTiAL
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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 to erroneous calculations or incorrect methods of
distributing revenue discovered by the CONTRACTOR and then made by county
agencies which result in a return of additional revenue to the city/agency. Reviews of
city administered pass throughs are performed to ensure the correctness of distributions
being made to participating agencies.
Scope of Services: "Scope of Services" shall mean all of the Base Services specified in
Section 2.0, the Optional Services in Section 3.0, the Additional Services in Section 4.0,
or any other services rendered hereunder.
TRA: "Tax Rate Area" shall mean the area subject to the tax rate.
2,0 BASE SERVICES
The CONTRACTOR shall perform all of the following duties as part of the Base
Services provided hereunder, unless otherwise specified in writing by the Contract Officer:
2.1 Analvsis And Identification Of Misallocation Errors (Continent
Fee
(a) In the first year of this Agreement, and as necessary thereafter
but not less than once every five (>) years. CONTRACTOR shall conduct an analysis to identify
and verify in the CITY parcels on the secured Property Tax Roll which are not properly
attributed to a CITY. and provide the correct TRA designation to the proper County agency.
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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,
and districts, (including but not limited base year value audits; administration of tax sharing
agreements; tax increment allocation reviews; county allocation and payments reviews).
2.2 Annual Services (Fixed Fee)
Annually, after the Property Tax Roll is available:
(a) CONTRACTOR shall establish a Database for CITY available
through CONTRACTOR's online property tax application.
(b) Utilizing the Database, CONTRACTOR will provide:
(1) A listing of the major property owners in the CITY,
including the assessed value of their property.
(2) A listing of the major property tax payers, including an
estimate of the property taxes.
(3) A listing of property tax transfers which occurred since the
prior lien date.
(4) A 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:-kppropriation 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 Count- and is subject to modification. This
estimate shall not be used to secure the indebtedness of the CITY.
(T; Development of forecast of estimated general fund property
tax revenue for future fiscal years.
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(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 Successor A2encv Services
Successor Agency 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) Provide property tax information to the Oversight Board at the
direction of the Successor Agency
(g) Provide access to the Oversight Board to City and former
redevelopment agency documents at the direction of the Successor
Agency
(h) Monitor the County distribution of tax -sharing revenues to the
taxing entities of the former redevelopment agency
(i) Coordinate with the Auditor -Controller the relationship between
the tax -sharing, debt service and other obligations of former
redevelopment agency
(j) Prepare as needed an assessment of resources available to the
Successor Agency to meet the long term obligations of the former
redevelopment agency
2.4 Ouarterly Services/Nlonthly Services (Fixed Fee)
The CONTTRACTOR shall perform the following services quarterly:
(a) A listing of property tax appeals filed on properties in the CITfY
(selected counties).
(b) A listing of property transfers that have occurred since the last
report.
(c) Monthly update of CONTRACTOR'S web -based software
program to include parcel transfer data and, in select counties, appeal updates.
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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
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.
3.3 Additional Meetings Requested
Meetings in excess of the annual meeting with staff 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 perforin of up to one hundred eighty
(180) days may be approved by the Contract Officer. Anvgreater 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.
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5.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES
5.1 Citv 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;
i. 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.
6. Remittance Advices
5.2 Compliance with Law
All services rendered hereunder shall be provided in accordance with all ordinances,
resolutions, statutes, rules, and regulations of the CITY and any Federal, State or local
governmental agency having jurisdiction in effect at the time service is rendered.
5.3 License, Permits, Fees and Assessments
CONTRACTOR shall obtain such licenses, permits and approvals (collectively the
"Permits") as may be required by law for the performance of the services required by this
Agreement. CITY shall assist CONTRACTOR in determining which, if any such licenses,
permits and approvals are required.
5.4 Further Responsibilities of Parties
Both parties agree to use reasonable care and diligence to perform their respective
obligations under this Agreement. Both parties agree to act in good faith to execute all
instruments, prepare all documents and take, all actions as may be reasonably, necessary to carry
out the purposes of this Agreement. Unless hereafter specified. neither party shall be responsible
for the service of the other.
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6.0 CONSIDERATION
6.1 Base Fixed Fee Services
CONTRACTOR shall provide the Base Services described in Section 2.0 above, for a
fixed annual fee of $15,840.00 (invoiced quarterly).
The fee for the first 3 years of this Contract shall be the annual fixed fee as noted. In the
fourth (4`h) 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.
Base Contingent Fee Services
For Base Services pursuant to Section 2.1 which are payable on a contingent basis,
CONTRACTOR shall receive 25 percent of general fund or tax increment property tax revenue
or other revenues attributable to SUCCESSOR AGENCY, CITY, districts, or funds recovered or
reallocated which are directly or indirectly the result of an audit, analysis or consultation
performed by CONTRACTOR (including but not limited to base year value audits;
administration of tax sharing agreements; tax increment allocation reviews; county allocation
reviews). CONTRACTOR shall separate and support said reallocation and provide CITY with
an itemized invoice showing all amounts due as a result of revenue recovery or reallocation.
CITY shall pay audit fees after Contractor's submittal of evidence that corrections have been
made by the appropriate agency. Payment to CONTRACTOR shall be made within thirty (30)
days after CITY receives its first remittance advice during the fiscal year for which the
correction applies.
6.2 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 Anal vst
$100 per hour
Analvst
$ 65 per hour
Administrative
$ 45 per hour
Hourly rates are exclusive of expenses and are subject to adjustment by CONTR.-ACTOR
annuallN . 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 (501'0) per
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year. In addition, expenses for Optional Services shall be billed at 1.15 times actual incurred
costs.
6.3 Indirect Expenses
Except as specified above, no other charges shall be made for direct or indirect expenses
incurred by CONTRACTOR in performing the services in the Scope of Services including for
administrative overhead, salaries of CONTRACTOR'S employees, travel expenses or similar
matters.
6.4 Due Date
All fees are due 30 days immediately following billing. All amounts that are not paid
when due shall accrue interest from the due date at the rate of one percent per month (12% per
annum).
7.0 TERM PERFORMANCE SCHEDULE
7.1 Time of Essence
Time is of the essence in the performance of this Agreement.
7.2 Schedule of Performance
CONTRACTOR shall commence the services pursuant to this Agreement upon receipt of
a written notice to proceed and shall perform all services within the time period(s) established in
the "Schedule of Performance" attached hereto as Exhibit "A", and incorporated herein by this
reference. When requested by the CONTRACTOR, extensions to the time period(s) specified in
the Schedule of Performance may be approved in writing by the Contract Officer but not
exceeding one hundred eighty (180) days cumulatively.
7.3 Force Maieure
The time period(s) specified in the Schedule of Performance for performance of the
services rendered pursuant to this Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault or negligence of the
CONTRACTOR, including, but not restricted to, acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics. quarantine restrictions, riots, strikes.
freight embargoes. wars, litigation, and'or acts of any governmental agency. including the CITY,
if the CONTRACTOR shall within ten (10) days of the commencement of such delay notify the
Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the
facts and the extent of delay, and extend the time for performing the services for the period of the
enforced delay when and if in the judgment of the Contract Officer such delay is justified.
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7.4 Term
Unless earlier terminated in accordance with Section 11.6 of this Agreement, this
Agreement shall continue in full force and effect for five (5) years, and, unless a notice of
termination is given on the fourth anniversary date, shall be automatically extended from year to
year until such notice shall be given.
8.0 COORDINATION OF WORK
8.1 Representative of Contractor
The following principals of CONTRACTOR are hereby designated as being the
principals and representatives of CONTRACTOR authorized to act in its behalf with respect to
the work specified herein and make all decisions in connection therewith:
Paula Cone
HdL COREN & CONE
1340 Vallev Vista Drive, Suite 200
Diamond liar, CA 91765
It is expressly understood that the experience, knowledge, capability and reputation of the
foregoing principals were a substantial inducement for CITY to enter into this Agreement.
Therefore, the foregoing principals shall be responsible during the term of this Agreement for
directing all activities of CONTRACTOR and devoting sufficient time to personally supervise
the services hereunder. For purposes of this Agreement, the foregoing principals may not be
replaced nor may their responsibilities be substantially reduced by CONTRACTOR without the
express written approval of CITY.
8.2 Contract Officer
The Contract Officer shall be such person as may be designated by the City Manager of
CITY. It shall be the CONTRACTOR'S responsibility to assure that the Contract Officer is kept
informed of the progress of the performance of the services and the CONTRACTOR shall refer
any decisions which must be made by CITY to the Contract Officer. Unless otherwise specified
herein, any approval of CITY required hereunder shall mean the approval of the Contract
Officer. The Contract Officer shall have authority to sign all documents on behalf of the CITY
required hereunder to carry out the terms of this Agreement.
8.3 Prohibition Against Subcontracting or Assignment
The experience, knowledge., capability and reputation of CONTRACTOR. 1TiR. its principals
and employees were a substantial inducement for the CITY to enter into this Agreement.
Therefore, CONTRACTOR shall not contract with any other entitN, to perforin in whole or in
part the services required hereunder without the express written approval of the CITY. In
addition, neither this Agreement nor any interest herein may be transferred, assigned. conveyed,
hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of
creditors or otherwise, without the prior written approval of CITY. Transfers restricted
hereunder shall include the transfer to any person or group of pet -sons acting in concert of more
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than fifty percent (50%) of the present ownership and/or control of CONTRACTOR, taking all
transfers into account on a cumulative basis. In the event of any such unapproved transfer,
including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall
release the CONTRACTOR or any surety of CONTRACTOR of any liability hereunder without
the express consent of CITY.
8.4 Independent Contractor
Neither the CITY nor any of its employees shall have any control over the manner, mode
or means by which CONTRACTOR, its agents or employees, perform the services required
herein, except as otherwise set forth herein. CITY shall have no voice in the selection,
discharge, supervision or control of CONTRACTOR'S employees, servants, representatives or
agents, or in fixing their number, compensation or hours of service. CONTRACTOR shall
perform all services required herein as an independent CONTRACTOR of CITY and shall
remain at all times as to CITY a wholly independent CONTRACTOR with only such obligations
as are consistent with that role. CONTRACTOR shall not at any time or in any manner represent
that it or any of its agents or employees are agents or employees of CITY. CITY shall not in any
way or for any purpose become or be deemed to be a partner of CONTRACTOR in its business
or otherwise or a joint venturer or a member of any joint enterprise with CONTRACTOR.
INSURANCE AND INDEMNIFICATION
8.5 Insurance
The CONTRACTOR shall procure and maintain, at its sole cost and expense, in a form
and content satisfactory to CITY, during the entire term of this Agreement including any
extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. The policy of insurance
shall be in an amount not less than either (i) a combined single limit of $1,000.000 for bodily
injury, death and property damage or (ii) bodily injury limits of $500,000 per person, $1,000,000
per occurrence and $1,000,000 products and completed operations and property damage limits of
$500,000 per occurrence and $500,000 in the aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation
insurance in such amount as will fully comply with the laws of the State of California and which
shall indemnify, insure and provide legal defense for both the CONTRACTOR and the CITTY
against any loss, claim or damage arising from any injuries or occupational diseases occurring to
any worker employed by or any persons retained by the CONTRACTOR in the course of
carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than either (i) bodily injury
liability limits of 5500.000 per person and $1,000.000 per occurrence and property damage
liability limits of $100,000 per occurrence and $250,000 in the aggregate or (ii) combined single
limit liability of $1.000,000. Said policy shall include coverage for owned, non -owned, leased
and hired cars.
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(d) Errors and Omissions (Professional Liability). A policy of professional
liability issuance written on a claims made basis in an amount not less than One Million Dollars
($1,000,000).
8.6 General Requirements. All of the above policies of insurance shall be
primary insurance and shall name the CITY, its officers, employees and agents as additional
insureds. The insurer shall waive all rights of subrogation and contribution it may have against
the CITY, its officers, employees and agents and their respective insurers. All of said policies of
insurance shall provide that said insurance may not be amended or cancelled without providing
thirty (30) days prior written notice by registered mail to the CITY. In the event any of said
policies of insurance are cancelled, the CONTRACTOR shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Section 9.0 to the Contract Officer.
No work or services under this Agreement shall commence until the CONTRACTOR has
provided the CITY with Certificates of Insurance or appropriate insurance binders evidencing the
above insurance coverages and said Certificates of Insurance or binders are approved by the
CITY.
8.7 Indemnification
CONTRACTOR agrees to indemnify the CITY, its officers, agents and employees
against, and will hold and save them and each of them harmless from, any and all actions, suits,
claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or
liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or
entity arising out of or in connection with the negligent performance of the work, operations or
activities of CONTRACTOR, its agents, employees, subcontractors, or invitees, provided for
herein, or arising from the willful misconduct or negligent acts or omissions of CONTRACTOR
hereunder, or arising from CONTRACTOR'S negligent performance of or failure to perform any
term, provision, covenant or condition of this Agreement, whether or not there is concurrent
passive or active negligence on the part of the CITY, its officers, agents or employees but
excluding such claims or liabilities arising from the sole negligence or willful misconduct of the
CITY, its officers, agents or employees, who are directly responsible to the CITY.
8.8 Sufficiency of Insurer or Suretv
Insurance or bonds required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated "A" or better in the most recent edition of
Rest Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class `'II or better, unless such requirements are waived by the Risk Manager
of the CITY due to unique circumstances. In the event the Risk Manager of CITY (`'Risk
Manager") determines that the work or services to be performed under this Agreement creates an
increased or decreased risk of lass to the CITY. the CONTRAC"I-OR agrees that the minimum
limits of the insurance policies and the performance bond required by this Section 9,0 may be
changed accordingly upon receipt of written notice from the Risk Manager; prof ided that the
CONTRACTOR shall have the right to appeal a determination of increased coN erage by the Risk
Manager to the CITY Council of CITY within 10 days of receipt of notice from the Risk
?Manager.
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9.0 RECORDS AND REPORTS
9.1 Reports
CONTRACTOR shall periodically prepare and submit to the Contract Officer such
reports concerning the performance of the services required by this Agreement as the Contract
Officer shall require.
9.2 Records
CONTRACTOR shall keep, and require subcontractors to keep, such books and records
as shall be necessary to perform the services required by this Agreement and enable the Contract
Officer to evaluate the performance of such services. The Contract Officer shall have full and
free access to such books and records at all times during normal business hours of CITY,
including the right to inspect, copy, audit and make records and transcripts from such records.
Such records shall be maintained for a period of three (3) years following completion of the
services hereunder, and the CITY shall have access to such records in the event any audit is
required.
9.3 Non -Disclosure of Proprietary Information
In performing its duties under this Agreement, CONTRACTOR will produce reports,
technical information and other compilations of data to CITY. These reports, technical
information and compilations of data are derived by CONTRACTOR using methodologies,
formulae, programs, techniques and other processes designed and developed by CONTRACTOR
at a substantial expense. CONTRACTOR'S reports, technical information, compilations of data,
methodologies, formulae, software, programs, techniques and other processes designed and
developed by CONTRACTOR shall be referred to as Proprietary Information.
CONTRACTOR'S Proprietary Information is not generally known by the entities with which
CONTRACTOR competes.
CONTRACTOR desires to protect its Proprietary Information. Accordingly, CITY
agrees that neither it nor any of its employees, agents, independent contractors or other persons
or organizations over which it has control, will at any time during or after the term of this
Agreement, directly or indirectly use any of CONTRACTOR'S Proprietary Information for any
purpose not associated with CONTRACTOR'S activities. Further, CITY agrees that it nor any of
its employees, agents, independent contractors or other persons or organizations over which it
has control, will disseminate or disclose any of CONTRACTOR'S Proprietary Information to
any person or organization not connected with CONTRACTOR, without the express written
consent of CONTRACTOR. The CITY also agrees that consistent with its obligations under the
California Public Records Act and related disclosure laws, it will undertake all necessary and
appropriate steps to maintain (lie proprietary nature of, CON'IRACT()R'S Proprietary
Information.
Any use of the Proprietary Information or any other reports, records, documents or other
materials prepared by CONTRAC~T()R hereunder for other projects and/or- use of uncompleted
documents without specific written authorization b) the CONTRACTOR will be at the CITY's
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sole risk and without liability to CONTRACTOR, and the CITY shall indemnify the
CONTRACTOR for all damages resulting therefrom.
9.4 Release of Documents Pursuant to Public Records Act
Notwithstanding any other provision in this Agreement, all obligations relating to
disclosure of Proprietary Information remain subject to the Freedom of Information Act or
California Public Records Act, Cal. Gov't Code §§ 6250 et seq. (collectively, the "PRA"). The
Parties intend that if CITY is served with a request for disclosure under the PRA, or any similar
statute, the CITY in good faith will make the determination as to whether the material is
discloseable or exempt under the statute, and shall resist the disclosure of Proprietary
Information which is exempt from disclosure to the extent allowable under the law. CITY shall
advise CONTRACTOR in writing five (5) days prior to the intended disclosure of any decision
to disclose Proprietary Information, and the reasons therefore, and if CONTRACTOR then
timely advises CITY in writing that it objects to the disclosure, CITY shall not disclose the
information. In such case, CONTRACTOR shall then be solely liable for defending the non-
disclosure and shall indemnify and hold CITY harmless for such nondisclosure.
ENFORCEMENT OF AGREEMENT
9.5 California Law
This Agreement shall be construed and interpreted both as to validity and to performance
of the parties in accordance with the laws of the State of California. Legal actions concerning
any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in
the Superior Court of the County of Marin, State of California, or any other appropriate court in
such county, and CONTRACTOR covenants and agrees to submit to the personal jurisdiction of
such court in the event of such action.
9.6 Disputes
In the event of any dispute arising under this Agreement, the injured party shall notifv the
injuring party in writing of its contentions by submitting a claim therefor. The injured party shall
continue performing its obligations hereunder so long as the injuring party commences to cure
such default within ten (10) days of service of such notice and completes the cure of such default
within forty-five (45) days after service of the notice, or such longer period as may be permitted
by the injured party; provided that if the default is an immediate danger to the health, safety and
general welfare. such immediate action may be necessary. Compliance with the provisions of
this Section shall be a condition precedent to termination of this Agreement far cause and to any
legal action, and such compliance shall not be a waiver of any party's right to take legal action in
the event that the dispute is not cured, provided that nothing herein shall limit CITY's or the
CONTRACTOR'S right to terminate this Agreement without cause pursuant to Section 11.6.
9.7 Waiver
No delay- or omission in the exercise of any right or remedy by a nondefaultin, party on
any default shall impair such right or remedy or be construed as a waiver. tl party's consent to
or approval of any act by the other party requiring the party= s consent or appror al shall not be
1,
01059/0001/(1175.03
deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
9.8 Rights and Remedies are Cumulative
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
9.9 Legal Action
9.10 In addition to any other rights or remedies, either party may take legal
action, in law or in equity, to cure, correct or remedy any default, to recover damages for any
default, to compel specific performance of this Agreement, to obtain declaratory or injunctive
relief, or to obtain any other remedy consistent with the purposes of this Agreement.
9.11 Termination Prior to Expiration of Term
This Section shall govern any termination of this Agreement. The Parties reserve the
right to terminate this Agreement at any time, with or without cause, upon forty-five (45) days'
written notice to the non -terminating party, except that where termination is for cause, the Parties
will comply with the dispute resolution process in Section 11.2. Upon issuance of any notice of
termination, CONTRACTOR shall immediately cease all services hereunder except such as may
be specifically approved by the Contract Officer. The CONTRACTOR shall be entitled to
compensation for all services rendered prior to the effective date of the notice of termination and
for any services authorized by the Contract Officer thereafter. In the event of termination
without cause pursuant to this Section, the terminating party need not provide the non -
terminating party with the opportunity to cure pursuant to Section 11.22.
9.12 Attorneys' Fees
If either party to this Agreement is required to initiate or defend or made a party to any
action or proceeding in any way connected with this Agreement, the prevailing party in such
action or proceeding, in addition to any other relief which may be granted, whether legal or
equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall 'include attorney's
fees on any appeal. and in addition a party entitled to attorney's fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessar-,, costs the court allows which are incurred in such litigation. All such fires shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to judgment.
14
01089/0001/61175.03
10.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION
10.1 Non -liability of CITY Officers and Emplovees
No officer or employee of the CITY shall be personally liable to the CONTRACTOR, or
any successor in interest, in the event of any default or breach by the CITY or for any amount
which may become due to the CONTRACTOR or to its successor, or for breach of any
obligation of the terms of this Agreement.
10.2 Conflict of Interest
No officer or employee of the CITY shall have any financial interest, direct or indirect, in
this Agreement nor shall any such officer or employee participate in any decision relating to the
Agreement which effects his financial interest or the financial interest of any corporation,
partnership or association in which he is, directly or indirectly, interested, in violation of any
State statute or regulation. The CONTRACTOR warrants that it has not paid or given and will
not pay or give any third party any money or other consideration for obtaining this Agreement.
10.3 Covenant Against Discrimination
CONTRACTOR covenants that, by and for itself, its heirs, executors, assigns, and all
persons claiming Linder or through them, that there shall be no discrimination against or
segregation of, any person or group of persons on account of race, color, creed, religion, sex,
marital status, national origin, or ancestry in the performance of this Agreement.
CONTRACTOR shall take affirmative action to insure that applicants are employed and that
employees are treated during employment without regard to their race, color, creed, religion, sex,
marital status, national origin, or ancestry.
15
01089i0001i61175 03
11.0 MISCELLANEOUS PROVISIONS
11.1 Notice
Any notice, demand, request, document, consent, approval, or communication either
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by prepaid, first-class mail addressed as follows:
CITY: Van Bach, Accounting Manager
City of San Rafael
1400 Fifth Avenue, 4204
San Rafael. CA 94901
CONTRACTOR: HdL COREN & CONE
1340 Valley Vista Drive, Suite 200
Diamond Bar, California 91765
Either party may change its address by notifying the other party of the change of address
in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-
two (72) hours from the time of mailing if mailed as provided in this Section.
11.2 Interpretation
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be construed for or against either party by reason of the authorship
of this Agreement or any other rule of construction which might otherwise apply.
11.3 Integration; Amendment
It is understood that there are no oral agreements between the parties hereto affecting this
Agreement and this Agreement supersedes and cancels any and all previous negotiations,
arrangements, agreements and understandings, if any, between the parties, and none shall be
used to interpret this Agreement. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing.
11.4 Severabilitv
In the event that any one or more of the phrases, sentences, clauses, paragraphs, or
sections contained in this Agreement shall be declared invalid or unenforceable by a valid
judgment or decree of a. court of competent jurisdiction. such invalidity or unenforceability shall
not affect ai-tv of the remaining phrases. sentences. clauses, paragraphs. or sections of this
Agreement which are hereby declared as severable and shall be interpreted to carry out the intent
of the parties hereunder unless the invalid provision is so material that its invalidity deprives
either party of the basic benefit oftheir bargain or renders this Agreement meaningless.
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010R9/000 1/61175.03
11.5 Corporate Authoritv
The persons executing this Agreement on behalf of the parties hereto warrant that (i) such
party is duly organized and existing, (ii) they are duly authorized to execute and deliver this
Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally
bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not
violate any provision of any other Agreement to which said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as
of the date first written above.
CITY OF
Af
City Manager
CONTRACTOR:
HdL COREN & CONE
A California Corporation
APPROVED AS TO FORM:
City Attorney
17
01089/0001/61175,03
ATTEST:
City Clerk
EXHIBIT "A"
SCHEDULE OF PERFORMANCE
TIMELINE FOR DELIVERABLES
July/August Data available for purchase from counties
September 30 Dataset and software available for installation on city computers
September -October Unsecured audits performed and forwarded to county assessor
October -February Delivery of preliminary property tax reports
December -June Monthly data updates — Database/software
Appeals quarterly updates emailed in counties where the data is available
March Appeals quarterly updates emailed in counties where the data is available
March/April General Fund Budget Projections
April/May Final Books — Addendums emailed to clients
June Appeals quarterly updates emailed in counties where the data is available
Ongoing Secured Audits — City
Revenue audits of City, and District receipts for correctness
Property- sales reports
City and Successor Agency mid -year budget reviews and budget
projections
Analytical work at the request of clients
010,89/0001/61175.03
CITY OF SAN RAFAEL
ROUTING SLIP / APPROVAL FORM
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF A CONTRACT, AGREEMENT,
ORDINANCE OR RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY.
SRRA / SRCC AGENDA ITEM NO.
DATE OF MEETING: 7/15/2013
FROM: Mark Moses
DEPARTMENT: Finance
DATE: 7/3/2013
TITLE OF DOCUMENT: A RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH HdL COREN & CONE FOR PROPERTY TAX AUDITS AND
INFORMATION SERVICES
Department Head (signature)
(LOWER HALF OF FORM FOR APPROVALS ONLY)
APPROVED AS COUNCIL / AGENCY APPROVED AS TO FORM:
AGENDA ITEM:
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to
City Manadeh (signature) City Attorney (signature"
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