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HomeMy WebLinkAboutAGMT - Hinderliter de Llamas & Associates (HdL) [Property Tax Consulting & Auditing Svcs] PROPERTY TAX CONSULTING & AUDITING SERVICES AGREEMENT between SEAL 2 City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 HdL Coren & Cone 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 This Property Tax Consulting & Auditing Services Agreement ("the Agreement") is made as of the 1-�r day of , 2013 (the "Effective Date"), by and between HdL Coren & Cone, ("CONTRACTO '), a California corporation, and the City of Seal Beach ("CITY"), a 1 of 19 S7296-0001\1590399v3.doc California charter city, who are referred to herein individual as a "Party" and collectively as "the Parties". RECITALS WHEREAS, CITY desires the property tax data based reports and data analysis to manage the CITY property tax base and identify and recover revenues misallocated within the CITY, or to other jurisdictions; and WHEREAS, CONTRACTOR represents it is able to provide such services to the CITY; NOW, THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows: AGREEMENT 1.0 DEFINITIONS For purposes of this Agreement, the following terms shall have the meaning stated below: Audit Review: "Audit" or "Audit Review" shall mean the comparison of databases to ensure that parcels are correctly coded with the appropriate tax rate area to return revenue to the client city or redevelopment agency. Audits include the secured and unsecured tax rolls and where secured records are corrected; the corresponding unsecured records related to those properties are also corrected. A review of the calculation methodologies developed by auditor/controller offices in the administration of property tax revenues or tax increment revenues is made to ensure compliance. New annexations are audited the 1 st or 2nd year after the area's adoption due to the timing of LAFCO and the State Board of Equalization in assigning new tax rate areas and county processing of those changes. County: "County" shall mean the County in which the CITY is located. Database: "Database" shall mean a computerized listing of property tax parcels and information compiled for CITY from information provided by the County. Days: "Days" shall mean calendar days. Project Area: "Project Area(s)" shall mean the former project areas of the Seal Beach 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. 2of19 S7296-0001\15903990.doc Successor Agency: "Successor Agency" means the City's administration pursuant to Section 34176 of the Health and Safety Code of the former coimnunity redevelopment agency of CITY. Recovered/ReaIlocated 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 City. Reviews of City administered pass throughs are performed to ensure the correctness of distributions being made to participating agencies. Scope of Services: "Scope of Services" shall mean all of the Base Services specified in Section 2.0, the Optional Services in Section 3.0, the Additional Services in Section 4.0, or any other services rendered hereunder. TRA: "Tax Rate Area' shall mean the area subject to the tax rate. 2.0 BASE SERVICES The CONTRACTOR shall perform all of the following duties as part of the Base Services provided hereunder,unless otherwise specified in writing by the Contract Officer: 2.1 Analysis And Identification of Misallocation Errors (Contingent Fee (a) In the first year of this Agreement, and as necessary thereafter but not less than once every five (5) years, CONTRACTOR shall conduct an analysis to identify and verify parcels on the City's secured Property Tax Roll that are not properly attributed to a CITY, and must provide the correct TRA designation to the proper County agency. (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 including but not limited to 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, 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: 3of19 87296-0001\1 5903990.doc (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 list of the major property owners in the CITY, including the assessed value of their property. (2) A list of the major property tax payers, including an estimate of the property taxes. (3) A list of property tax transfers that occurred since the prior lien date. (4) A comparison of properties within the CITY by county-use code designation. (5) A listing by parcel of new construction activity between tax years to provide reports for use in the CITY's preparation of Gann (Propositions 4 and 111) State Appropriation Limit calculations. (6) A calculated estimate of property tax revenue anticipated to be received for the fiscal year by the CITY. This estimate shall be based on the initial information provided by the County and is subject to modification. The estimate shall not be used to secure the indebtedness of the CITY. (7) A forecast of estimated general fund property tax revenue for future fiscal years. (8) Historical trending reports of taxable assessed values for the CITY, median and average sales prices, foreclosure activity, and related economics trends. (9) Upon written request of the CITY, 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 Agency Services CONTRACTOR shall provide 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 foriner Project Areas. 4of19 57296-0001115903 990.doc (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 Successor Agency Oversight Board 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 the tax-sharing, debt service, and other obligations of former redevelopment agency with the Auditor-Controller. (j) Prepare assessments as needed of resources available to the Successor Agency to meet the long term obligations of the former redevelopment agency 2.4 QuarterLy Services/Months Services Fixed Fee The CONTRACTOR shall perform the following services quarterly: (a) Provide a list of property tax appeals filed for properties in the CITY. (b) Provide a list of property transfers that have occurred since the last report. (c) Provide monthly updates to CONTRACTOR'S web-based software program to include parcel transfer data and appeal updates. 2.5 On-Going Consultation (Fixed Fee) During the term of this Agreement, CONTRACTOR shall serve as the CITY's resource staff on questions relating to property taxes and assist CITY in estimating current year property tax revenues. On-going consultation shall 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 snaps or geographic areas that 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. 5of19 57296-0001\15903996.doc 3.2 County Research Any research with County agencies for which CONTRACTOR does not have a current database. 3.3 Additional Meetings Requested Meetings in excess of the annual meeting to review the analysis of property tax data, trending information, and other findings with CITY shall be considered an Optional Service. 4.0 ADDITIONAL SERVICES CITY shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the CONTRACTOR, incorporating therein any material adjustment in the contract and/or the time to perform this Agreement, which said adjustments are subject to the written approval of the CONTRACTOR. Any increase in compensation of up to $25,000, or in the time to perform of up to one hundred eighty(180) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively must be approved by the City Council. It is expressly understood by CONTRACTOR that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. 5.0 OBLIGATIONS OF THE PARTIES WITH RESPECT TO SERVICES 5.1 City Materials and Support CITY agrees to provide the following information: (1) Current CITY maps. (2) A copy of reports received by the CITY annually from the Auditor-Controller's office detailing assessed values (secured,unsecured and utilities), as well as unitary values for reconciliation analysis. (3) Parcel listing and maps of CITY parcel annexations since the lien date roll. (4) A listing of the CITY levies assessment districts and direct assessments. (5) SUCCESSOR AGENCY formation documents, debt service schedules,plan caps, DDA/OPA agreements. (6) Remittance Advices, 6of19 S7296-000 W 590399v3.doc 5.2 Compliance with Law All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the CITY and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 5.3 License Permits Fees and Assessments CONTRACTOR shall obtain such licenses, permits and approvals (collectively the "Permits") as may be required by law for the performance of the services required by this Agreement. CITY shall assist CONTRACTOR in obtaining such Permits, and CITY shall absorb all fees, assessments and taxes which are necessary for any Permits required to be issued by CITY. 5.4 Further Responsibilities of Parties Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 6.0 CONSIDERATION 6.1 Base Fixed Fee Services CONTRACTOR shall provide the Base Services described in Section 2.0 above, for a fixed annual fee of$5,500.00 (invoiced quarterly). The fee for the first 3 years of this Contract shall be the annual fixed fee as noted. In the fourth (4th) year of the contract the Base Fixed Services Fee shall be adjusted by the California Consumer Price Index (CCPI) for all urban consumers as determined by the California Department of Industrial Relations as measured February of the first year to February of third year of this Contract. The revised Base Fixed Services Fee including the CCPI adjustment shall apply to the 4th and 5th years of the Contract. If this Contract is extended month to month as provided for in Section 7.4, the Base Fixed Fee shall be adjusted annually by the California Consumer Price Index (CCPI) for all items as determined by the California Department of Industrial Relations as measured February to February by the California All Urban Consumers index. 6.2 Base 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 that 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 7of19 8729&-0001115903 990.doc reviews). CONTRACTOR shall separate and support said reallocation and provide CITY with an itemized invoice showing all amounts due as a result of revenue recovery or reallocation. CITY shall pay audit fees after Contractor's submittal of evidence that corrections have been made by the appropriate agency. Payment to CONTRACTOR shall be made within thirty (30) days after CITY receives its first remittance advice during the fiscal year for which the correction applies. 6.3 Optional Services Fees for Optional Services as outlined in Services in Section 3.0 above (except Section 3.4) shall be billed at the following hourly rates: Partner $225 per hour Principal $195 per hour Programmer $150 per hour Associate $150 per hour Senior Analyst $100 per hour Analyst $ 65 per hour Administrative $ 45 per hour Hourly rates are exclusive of expenses and are subject to adjustment by CONTRACTOR annually. On July 1st of each year CONTRACTOR shall provide CITY with an updated schedule of hourly rates. The rates will not be increased by more than five percent {5%) per year. In addition, expenses for Optional Services shall be billed at 1.15 times actual incurred costs. 6.4 Indirect Expenses Except as specified above, no other charges shall be made for direct or indirect expenses incurred by CONTRACTOR in performing the services in the Scope of Services including for administrative overhead, salaries of CONTRACTOR'S employees, travel expenses, or any similar matters. 6.5 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 8of19 57296-000111S903990.doc 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 Mai eure The time period(s) specified in the Schedule of Perfonn.ance 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. 7.4 Term The term of this Agreement shall begin as of the Effective Date and continue, unless earlier terminated in accordance with Section 10.6 of this Agreement, for five (5) years. Unless either Party provides notice of termination to the other Party is given on or before the fourth anniversary of the Effective Date, this Agreement shall be automatically extended from year to year until and such notice shall be given. 8.0 COORDINATION OF WORK 8.1 Representative of Contractor The following principals of CONTRACTOR are hereby designated as being the principals and representatives of CONTRACTOR authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Paula Cone HdL COREN & CONE 1340 Valley Vista Drive, Suite 200 Diamond Bar, CA 91765 It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for CITY to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of CONTRACTOR and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by CONTRACTOR without the express written approval of CITY. 9of19 S7296-000111590399v3.doe 8.2 Contract Officer The Contract Officer shall be the City Manager or her designee. CONTRACTOR must keep the Contract Officer informed of the progress of the performance of the services and the CONTRACTOR shall refer any decisions that 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 A ainst Subcontractin or Assienment The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for the CITY to enter into this Agreement. Therefore, CONTRACTOR shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the CITY. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of CITY. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than fifty percent (50%) of the present ownership and/or control of CONTRACTOR, taking all transfers into account on a cumulative basis. I n 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 (a) 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. (b) CONTRACTOR must indemnify and hold harmless CITY and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of CITY officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from CONTRACTOR's personnel practices. CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 10 of 19 67296-0001\15903990.doa INSURANCE AND INDEMNIFICATION 8.5 Insurance (a) CONTRACTOR shall not commence work under this Agreement until it has provided evidence satisfactory to the CITY that CONTRACTOR has secured all insurance required under this Section. CONTRACTOR shall furnish CITY with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the CITY. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates and endorsements shall be received and approved by the CITY before work commences. The CITY reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) CONTRACTOR shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the CITY. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code I (any auto); and, if required by the CITY, (3) Professional Liability. CONTRACTOR shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other forin with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. (c) The insurance policies shall contain the following provisions, or CONTRACTOR shall provide endorsements on forms supplied or approved by the CITY to state: (1) coverage shall not be suspended, voided,reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the CITY; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the CITY, its directors, officials, officers, (3) coverage shall be primary insurance as respects the CITY, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the CONTRACTOR's scheduled underlying coverage and that any insurance or self- insurance maintained by the CITY, its directors, officials, officers, employees, agents and volunteers shall be excess of the CONTRACTOR's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the CONTRACTOR, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the CITY, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or 11 of 19 57296-0001\15903 990.doc unloading of any auto owned, leased, hired or borrowed by the CONTRACTOR or for which the CONTRACTOR is responsible. (d) All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the CITY, its directors, officials, officers, employees, agents, and volunteers. (e) Any deductibles or self-insured retentions shall be declared to and approved by the CITY. CONTRACTOR guarantees that, at the option of the CITY, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the CITY, its directors, officials, officers, employees, agents, and volunteers; or (2) the CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 8.6 Indemnification CONTRACTOR shall defend, indemnify, and hold the CITY, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of CONTRACTOR, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the CITY. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, CONTRACTOR shall defend Indemnitees, at CONTRACTOR's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. CONTRACTOR shall reimburse CITY and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by CONTRACTOR, the CITY, its directors, officials, officers, employees, agents or volunteers. All duties of CONTRACTOR under this Section shall survive termination of this Agreement. 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 12 of 19 S7296-000 I\1590399v3.doo 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 ProprietaKy 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 or CITY, without the express written consent of CONTRACTOR. The CITY also agrees that consistent with its obligations under the California Public Records Act and related disclosure laws, it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONTRACTOR'S Proprietary Information. Any use of the Proprietary Information or any other reports, records, documents or other materials prepared by CONTRACTOR hereunder for other projects and/or use of uncompleted documents without specific written authorization by the CONTRACTOR will be at the CITY' s sole risk and without liability to CONTRACTOR, and the CITY shall indemnify the CONTRACTOR for all damages resulting therefrom. 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 that 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 13 of 19 57296-000111590399v3.doc 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 must indemnify and hold CITY harmless for such nondisclosure. 10.0 ENFORCEMENT OF AGREEMENT 10.1 California Law This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, and CONTRACTOR covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 10.2 Disputes In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the injured party; provided that if the default is an immediate danger to the health, safety and general welfare, such immediate action may be necessary. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal 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 10.6. 10.3 Waiver No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 10.4 Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 14 of 19 67296-0001\15 903990.doc 10.5 Legal Action In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for 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. 10.6 Termination Prior to Expiration of Term This Section shall govern any termination of this Agreement. The Parties reserve the right to terminate this Agreement at any time, with or without cause, upon forty-five (45) days' written notice to the non-terminating party, except that where termination is for cause,the Parties will comply with the dispute resolution process in Section 10.2. 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 10.2. 10.7 Attorneys' Fees If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 11.0 CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 11.1 Non-liability of CITY Officers and Employees No officer or employee of the CITY shall be personally liable to the CONTRACTOR, or any successor in interest, in the event of any default or breach by the CITY or for any amount which may become due to the CONTRACTOR or to its successor, or for breach of any obligation of the terms of this Agreement. 11.2 Conflict of Interest (a) CONTRACTOR covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. CONTRACTOR further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, CONTRACTOR shall avoid the appearance of having any interest, which 15 of 19 S7296-000 I\1 5903990.doc would conflict in any manner with the performance of the Services. CONTRACTOR must not accept any employment or representation during the term of this Agreement which is or may likely make CONTRACTOR "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which CONTRACTOR has been retained. (b) CONTRACTOR further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for CONTRACTOR, to solicit or obtain this Agreement. Nor has CONTRACTOR paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for CONTRACTOR, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to CONTRACTOR hereunder the full amount or value of any such fee, commission, percentage, or gift. (c) CONTRACTOR warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, no contractual, financial, proprietary, or otherwise, in this transaction or in the business of CONTRACTOR, and that if any such interest comes to the knowledge of CONTRACTOR at any time during the term of this Agreement, CONTRACTOR shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 11.3 Covenant A14ainst Discrimination CONTRACTOR covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. CONTRACTOR shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed,religion, sex, marital status, national origin, or ancestry. 12.0 MISCELLANEOUS PROVISIONS 12.1 Notice (a) 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: City of Seal Beach 211 8th Street Seal Beach, California 90740-6379 Attn: City Manager 16 of 19 S7296-000111 590399vldoc CONTRACTOR: HdL COREN & CONE 1340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 (b) 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. (c) Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 12.2 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. 12.3 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. 12.4 Severability In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 12.5 Corporate Authority The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 12.6 Labor Certification By its signature hereunder, CONTRACTOR certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against 17 of 19 37296-000 I\15903 990.doc • • liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 12.7 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF SEAL BEACH • % , ' t . dt41E Ji.I P. Ingram, City Ma ga-r Attest: - Lind. Devine, Cit Clerk Approved as to Form: /ss . eruinn M. Barrow, City Attorney CONTRACTOR: HdL COREN & CONE. A California Corporation NAME ITLE IS of 19 S7296-0001\1590399v3.doc 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 19 of 19 S7296-0001\1 590399v3.doc { low. li T ,i -*04 . + �. ti ` . ti •` ,'''NP-I October 4, 1999 HdL Coren & Cone 1340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 Forwarded are two (2) copies of the agreement for property tax audit and information services between your firm and the Redevelopment Agency of the City of Seal Beach. This agreement was approved by the Redevelopment Agency at their meeting of August 23rd, 1999. Please have the agreement signed and return one (1) fully executed copy to the City to my attention. Thank you. Very truly yo rs, (�Jo r�ne M. Yeo, ity Clerk f S eal Beach Encl. AGREEMENT FOR PROPERTY TAX AUDIT AND INFORMATION SERVICES This Agreement is made and entered into as of the day of 64e'cjoS�1999, by and between the REDEVELOPMENT AGENCY OF THE CITY OR AL BEACH, a public body, corporate and politic, hereinafter called AGENCY, and OR LCoren & 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 AGENCY in fiscal, economic and community development planning; and WHEREAS, AGENCY desires the property tax data based reports and data analysis required to effectively manage AGENCY'S property tax base and identify and recover revenues misallocated within AGENCY'S redevelopment project area(s), or to other jurisdictionsmnd WHEREAS, CONTRACTOR has the programs, equipment, data and personnel required to deliver the property tax services referenced herein; NOW, THEREFORE, AGENCY and CONSULTANT, for the consideration hereinafter described, mutually agree as follows: DEFINITIONS Agency: The Redevelopment Agency of the City of Seal Beach. City: The City of Seal Beach Data Base: A computerized listing of property tax parcels and information compiled by CONTRACTOR for AGENCY from information provided by the County, and such other infon-nation deemed necessary or appropriate by the CONTRACTOR. Property Tax Roll: The assessed values of parcels on the lien date as reported by the County. Project Area: A redevelopment project area TRA: Tax Rate Area 14§0 SERVICES The CONTRACTOR shall perform the following services: A. ANNUALLY, after the Property Tax Roll is available: 1. CONTRACTOR shall establish a Data Base for AGENCY; 2. Utilizing the Da e, CONTRACTOR will provide a. A listing of the major property owners in the City and each AGENCY Project Area, including the assessed value of their property b. A listing of the major property tax payers, including an estimate of the property taxes c. A listing of property tax transfers which occurred since the prior lien date d. A listing of parcels that have not changed ownership since the enactment of Proposition VIDA a. A comparison of property within the City and each AGENCY Project Area by county-use code designation f. A listing by parcel of new construction activity utilizing city building department data, including building permits with assessor parcel numbers and project completion dates, to identify non-residential parcels with new construction activity and to provide reports for use in the City's preparation of Proposition 4 and 111 State Appropriation Limit calculations, g. A listing of multiple owned parcels h. A listing of absentee owner parcels i. Calculate an estimate of property tax revenue and tax increment anticipated to be received for the fiscal year by the City and AGENCY, respectively. 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 or AGENCY. To the extent information is provided by AGENCY, CONTRACTOR shall provide a "Flow of Funds" as an extension of the tax increment projection. The Flow of Funds will reflect tax increment revenues diverted for low and moderate income housing set-asides, tax-sharing agreements with other taxing entities and developer tax increment guarantees j. For each Project Area, CONTRACTOR shall provide Project Area base year values by TRA k. Upon written request, analyses based on geo areas designated by the AGENCY to include assessed valuations and square footage 2 computations for use in redevelopment and community development planning. B. QUARTERLY 1. A listing of property tax appeals filed on properties in the City and AGENCY Project Areas (LA County) 2. A listing of property transfers that have occurred since the last report. 1 Updated property data for installation on Agency/City computers. C. ANALYSIS AND IDENTIFICATION OF MISALLOCATION ERRORS I. In the first year of this Agreement, and as necessary thereafter but not less than once every three years, CO OR shall conduct an analysis to identify and verify, in both the City and AGENCY Project Areas, parcels on the secured Property Tax Roll which are not properly attributed to a City or AGENCY Project Area TRA, and will provide the correct TRA designation to the proper County agency. Typical errors include parcels assigned to incorrect T within the City or an adjacent city; IRAs allocated to wrong taxing agencies and parcels missing fKom AGENCY Project Areas. 1 CONTRACTOR shall reconcile the annual auditor-controller assessed valuations report to the assessor's lien date rolls and identify discrepancies. 3. CONTRACTOR shall review parcels on the unsecured Property Tax Roll to identify inconsistencies such as value variations, values being reported to a mailing address rather than the situs address, and errors involving IRAs. 4. Property transfers and new construction completions will be tracked to determine whether reassessment is performed within a reasonable time. The AGENCY will be notified of parcels, which have failed to be reassessed. D. ON-GOING CONSULTATION - During the to of this Agreement, CONTRACTOR will serve as AGENCY'S resource staff on questions relating to property tax and assist in estimating current year property tax revenues for proposed Project Areas. On-going consultation would include, but not be limited to, inquiries resolved through use of AGENCY'S data base, and advice and consultation on AGENCY'S preparation of required redevelopment reports, such as statements of indebtedness, annual reports, and low and moderate income housing requirements, E. DOCUMENTARY TRANSFER TAX I Pursuant to the City's/Agency's authorization, on a monthly basis, HdL Coren & Cone will review Documentary Transfer Tax remittance detail and compare all qualifying transfers of ownership by deed to those for which the City has received payment. To the extent that remittance detail is available misallocations may be recovered for each of the past three years. 3 2. Those transfers which are coded to the City/Agency and which have not resulted in taxes being remitted to the City/Agency will be identified monthly and submit to the City/Agency for review and final transmittal to the appropriate County agency for correction action. 3. When the taxes are remitted to the City/Agency as a result of this audit review, they will be identified on the County remittance detail. A copy of the city's remittance detail will be forwarded to HdL Coren & Cone so that invoicing related to the corrections can be submitted to the City/Agency for payment, F. OPTIONAL SERVICES - The following services are available on a time and materials basis: 1. Generation of specialized data-based reports which would require additional programming or the purchase of additional data not necessary to carry out services outlined in Sections A, B,and C. 2. Any Research with county agencies for which CONTRACTOR does not have a current database, 1 Redevelopment Financial Services including but not limited to: a. Tax Increment Projections b. Feasibility Studies c. Agency or Project Area cash flows d. Low and moderate income housing set-aside calculations, findings and consultations e. Fiscal impact studies f. Legislative analysis g. Redevelopment plan adoption and amendment financial feasibility studies and fiscal review G. BOND SERVICES - Bond services are available for a fixed fee, including 1. Tax Allocation Bonds fiscal consultant reports 2. Mello-Roos Special Tax studies 3. Independent redevelopment and financial consultant reports, such as escrow release reports and additional bond tests. CONSIDERATION A. CONTRACTOR shall provide the services described in Services - Sections A, B and D above, for an annual fee of $5,000 invoiced quarterly 4 B. Contractor s e paid 25 percent of isallocte revenue identified in the audit. actor's shall separate and support said reallocation rovi e AGENCY/CITY with itemized voice showing all amounts due as a result of revenue recovery or reallocation. J shall pay audit fees after Contractor's submittal of evidence that corrections have been ads by the ro iate agency. to Contractor shall be made after AGENCY/ CITY receives its first remittance advice during the fiscal year for which the correction applies. C. Contractor shall be paid a fee of 5 percent of e amount of revenue recovered for Documentary Transfer Tax Revenues as described in Section above. The AGENCY/CITY will pay only forthose corrections identified, approved corrected on e AGENCY/CITY behalf d oe Cone. D. Fees for Optional Services as outlined in Services - Section F above shall be billed at e following hourly rates: Principal 135 per Senior Associate $100 per hour Associate 5 per hour Senior Analyst $ 70 par hour Analyst 5 per hour Hourly rates are exclusive of e ses, which are billed at 1.15 times actual incurred costs. E. Fees for Bond Services will be i e d depending upon e complexity of e bond issue and the time available or completion of the task. The following are the ranges of price: Allocation Bonds - $10,000 - $20,000 2. Special Tax Reports - $7,500 - $20,000 3. Independent osul t Reports - $2,500 - , F. Contractor agrees to maintain and guarantee the above fees and charges for a period of rve years following approval of this contract. G. 1 fees are due 30 days immediately olloi billing. All undisputed amounts that are not paid when due shall accrue interest from the due date at the lesser of 18% per annum or the maximum rate allowed by law. CITY MATERIALS AND SUPPORT AGENCY agrees to provide the of i information: A. Current CITY map and zoning a ; 5 B. A copy of reports received by the AGENCY and the City annually from the Auditor-Controller's office detailing Assessed Values (Secured, Unsecured and Utilities), as well as Unitary Values for reconciliation analysis; C. Parcel listing and maps of City or AGENCY redevelopment parcel annexations since the lien date roll; D. Parcel listing and maps of redevelopment Project Areas; E. A listing of completed new construction projects with Assessor's mabook, page and parcel ( N) numbers for proper identification and tracking for two years prior to the date of the agreement. If the data does not include the AFN information, CONTRA OR will research this information at an additional cost; F. A listing of the City's levies assessment districts and direct assessments; G. Redevelopment agreements including current redevelopment plans, fiscal agreements, development agreements, and all other information critical to understanding the obligations of parties involved in projects within the Agency, INDEPENDENT CONTRACTOR CONTRACTOR shall perform the services hereunder as an independent CONTRACTOR d shall fu ish such services in his oven manner and method, and under no circumstances or conditions shall any agent, servant, or employee of CONTRACTOR be considered as an employee of AGENCY. NON-ASSIGNMENT This Agreement is not assignable either in whole or in part by CONTRACTOR without the written consent of AGENCY. ATTORNEY'S FEES In the event a legal action is commenced to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. NON-DISCLOSURE CLAUSE In performing its duties under this agreement, CONTRACTOR will produce reports, technical information and other compilations of data to AGENCY. 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 infortnation, compilations of data, methodologies, formulae, 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. 6 CONTRACTOR desires to protect its proprietary Information. Accordingly, AGENCY 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 to of this Agreement, directly or indirectly use any of CONTRACTOR'S Proprietary Information for any purpose not associated with CONTRACTOR'S activities. Further, AGENCY 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 AGENCY also agrees that it will undertake all necessary and appropriate steps to maintain the proprietary nature of CONTRACTOR'S Proprietary Information. GOVERNING LAW The laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and shall also govern the interpretation of this agreement. TERMINATION This Agreement may be terminated by either party giving 30 days written notice to the other of such ten-nination and specifying the effective date thereof. Upon the presentation of such notice, CONTRAC70R may continue to work through the date of termination. Upon termination as provided herein, CONTRACTOR shall be paid the value of all tax analysis and reporting work performed fewer payments previously made by AGENCY. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to amounts due for any unpaid invoices, and t o p arcels identified by CONTRACTOR which may result in increased or reallocated revenues after the termination of this Agreement. After AGENCY receives said tax payments, CONTRACTOR shall be paid for the percentage work as previously authorized and satisfactorily performed at the times provided in the preceding section entitled "Consideration". INDEMNIFICATION CONTRACTOR hereby agrees to, and shall hold AGENCY, its elective and appointive boards, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for breach of confidentiality or property damage which may arise from CONTRACTOR'S willful or negligent acts, errors or omissions or those of its employees or agents. CONTRACTOR agrees to and shall defend CITY and its elective and appointive boards, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid willful or negligent acts, errors or omissions. AGENCY hereby agrees to, and shall hold CONTRACTOR, its officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death as well as from claims for breach of confidentiality or property damage which may arise from AGENCY'S negligent acts, errors or omissions under this Agreement. AGENCY agrees to and shall defend 7 low CONTRACTOR and its officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, errors or omissions. NOTICE All notices required by this Agreement shall be given to AGENCY and CONTRACTOR in writing, by personal delivery or first class mail postage prepaid, addressed as follows: Agency.- Seal Beach Redevelopment Agency 211 Eighth Street Seal Beach, California 90740 Contractor- HdL CORED & CONE 1340 Valley Vista Drive, Suite 200 Diamond Bar, California 91765 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their respective officers duly authorized in that behalf. SEAL BEACH REDEVELOPMENT AGENCY Chainrmnan retary CONTRACTOR: HdL CORED & CONE A California Corporation APPROVED AS TO FORM: Agency Attorney 8