HomeMy WebLinkAboutAgreement A-23-030 with Harmony Research.pdf Agreement No. 23-030
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated January 24, 2023 and is between
3 Harmony Research, a California Limited Liability Company ("Contractor") located at 3400
4 Cottage Way, Ste G2 #11664 Sacramento CA 95825, and the County of Fresno, a political
5 subdivision of the State of California ("County").
6 Recitals
7 A. The County periodically conducts sales of tax-defaulted property, under California
8 Revenue and Taxation Code, Division 1, Part 6, Chapter 7.
9 B. Not less than 45 days nor more than 120 days before a proposed sale of tax-defaulted
10 properties, the County's Auditor-Controller/Treasurer-Tax Collector ("Tax Collector") is required
11 to send notice of the proposed sale to the last known mailing address, if available, of parties of
12 interest, which include (1) lienholders of record prior to the recordation of the tax deed to the
13 purchaser after the sale of tax defaulted property, and (2) any person with title of record to all or
14 any portion of the property prior to the recordation of the tax deed to the purchaser after the sale
15 of tax-defaulted property. The Tax Collector is required by law to make a reasonable effort to
16 obtain the name and last known mailing address of all parties of interest.
17 C. The County wishes to engage the Contractor to perform party of interest searches on
18 behalf of the Tax Collector for the County's sales of tax-defaulted property according to the
19 terms of this agreement.
20 D. The Contractor represents that it is ready, willing, and able to make a reasonable effort
21 to obtain the name and last known mailing address of every party of interest in connection with
22 the County's sales of tax-defaulted property according to the terms of this agreement.
23 The parties therefore agree as follows:
24 Article 1
25 Contractor's Services
26 1.1 Scope of Services. The Contractor shall perform all of the services provided in
27 Exhibit A to this Agreement, titled "Scope of Services."
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1 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
2 able to perform all of the services provided in this Agreement, including making a reasonable
3 effort, as required by law, to obtain the name and last known mailing address of each and every
4 party of interest in connection with the County's sales of tax-defaulted property during the term
5 of this Agreement.
6 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
7 applicable federal, state, and local laws and regulations in the performance of its obligations
8 under this Agreement, including but not limited to workers compensation, labor, and
9 confidentiality laws and regulations.
10 Article 2
11 County's Responsibilities
12 2.1 The County's Tax Collector shall provide the Contractor an electronic file(s) in PDF
13 and access database format (*.mdx) containing the necessary information to conduct the
14 search. The tax sale chain will include a list of properties for tax sale with detailed property
15 information. Such submission will occur during the last quarter (October, November, and
16 December) of the calendar year prior to the expected sale date.
17 Article 3
18 Compensation, Invoices, and Payments
19 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
20 the performance of its services under this Agreement as described Exhibit B to this Agreement,
21 titled "Compensation."
22 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
23 under this Agreement is one hundred thirty thousand dollars ($130,000) for the first period from
24 January 24, 2023, through January 24, 2024, and one hundred thirty thousand dollars
25 ($130,000) for each subsequent one-year period, commencing as of the date of this agreement
26 and ending each January 24, that this Agreement is in effect, including any extension period
27 under section 4.2, "Extension." The maximum amount payable to Contractor for services during
28 the initial term of this Agreement is three hundred ninety thousand dollars ($390,000). If this
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1 Agreement is extended for the first one-year period as set forth in section 4.2, "Extension," the
2 maximum amount payable to Contractor is five hundred twenty thousand dollars ($520,000),
3 including the initial term and the first one-year extension. If this Agreement is extended for the
4 second one-year period as set forth in section 4.2, "Extension," the maximum amount payable
5 to Contractor is six hundred fifty thousand dollars ($650,000), including the initial term and both
6 one-year extensions. The Contractor acknowledges that the County is a local government
7 entity, and does so with notice that the County's powers are limited by the California
8 Constitution and by State law, and with notice that the Contractor may receive compensation
9 under this Agreement only for services performed according to the terms of this Agreement and
10 while this Agreement is in effect, and subject to the maximum amount payable under this
11 section. The Contractor further acknowledges that County employees have no authority to pay
12 the Contractor except as expressly provided in this Agreement.
13 3.3 Invoices. The Contractor shall submit monthly invoices to the County's Auditor-
14 Controller/Treasurer-Tax Collector's Office, Tax Collections Division Chief, via email to
15 taxcollectorwebmail(a)fresnocountyca.gov or by mail to PO Box 1192 Fresno, CA 93715. The
16 Contractor shall submit each invoice within 60 days after the month in which the Contractor
17 performs services and in any case within 60 days after the end of the term or termination of this
18 Agreement.
19 3.4 Payment. The County shall pay each correctly completed and timely submitted
20 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
21 address specified in the invoice.
22 3.5 Incidental Expenses. The Contractor is solely responsible for all of its costs and
23 expenses that are not specified as payable by the County under this Agreement.
24 Article 4
25 Term of Agreement
26 4.1 Term. This Agreement is effective on January 24, 2023, and terminates on
27 January 24, 2026, except as provided in section 4.2, "Extension," or Article 6, "Termination
28 and Suspension," below.
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1 4.2 Extension. The term of this Agreement may be extended for no more than two, one-
2 year periods only upon written approval of both parties at least 30 days before the first day of
3 the next one-year extension period. The Auditor-Controller/Treasurer-Tax Collector or his or her
4 designee is authorized to sign the written approval on behalf of the County based on the
5 Contractor's satisfactory performance. The extension of this Agreement by the County is not a
6 waiver or compromise of any default or breach of this Agreement by the Contractor existing at
7 the time of the extension whether or not known to the County.
8 Article 5
9 Notices
10 5.1 Contact Information. The persons and their addresses having authority to give and
11 receive notices provided for or permitted under this Agreement include the following:
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For the County:
13 Tax Collections Division Chief
County of Fresno
14 2281 Tulare St. Room 105
Fresno, CA 93721
15 taxcollectorwebmail@fresnocountyca.gov
Fax: 559-600-1449
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For the Contractor:
17 Managing Officer
Harmony Research
18 3400 Cottage Way, Ste G2 #11664
Sacramento CA 95825
19 Harmonyresearch@earthlink.net
20 5.2 Change of Contact Information. Either party may change the information in section
21 5.1 by giving notice as provided in section 5.3.
22 5.3 Method of Delivery. Each notice between the County and the Contractor provided
23 for or permitted under this Agreement must be in writing, state that it is a notice provided under
24 this Agreement, and be delivered either by personal service, by first-class United States mail, by
25 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
26 Document Format (PDF) document attached to an email.
27 (A) A notice delivered by personal service is effective upon service to the recipient.
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1 (B) A notice delivered by first-class United States mail is effective three County
2 business days after deposit in the United States mail, postage prepaid, addressed to the
3 recipient.
4 (C)A notice delivered by an overnight commercial courier service is effective one
5 County business day after deposit with the overnight commercial courier service,
6 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
7 the recipient.
8 (D)A notice delivered by telephonic facsimile transmission or by PDF document
9 attached to an email is effective when transmission to the recipient is completed (but, if
10 such transmission is completed outside of County business hours, then such delivery is
11 deemed to be effective at the next beginning of a County business day), provided that
12 the sender maintains a machine record of the completed transmission.
13 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
14 nothing in this Agreement establishes, waives, or modifies any claims presentation
15 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
16 of Title 1 of the Government Code, beginning with section 810).
17 Article 6
18 Termination and Suspension
19 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
20 contingent on the approval of funds by the appropriating government agency. If sufficient funds
21 are not allocated, then the County, upon at least 30 days' advance written notice to the
22 Contractor, may:
23 (A) Modify the services provided by the Contractor under this Agreement; or
24 (B) Terminate this Agreement.
25 6.2 Termination for Breach.
26 (A) Upon determining that a breach (as defined in paragraph (C) below) has
27 occurred, the County may give written notice of the breach to the Contractor. The written
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1 notice may suspend performance under this Agreement, and must provide at least 30
2 days for the Contractor to cure the breach.
3 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
4 time stated in the written notice, the County may terminate this Agreement immediately.
5 (C) For purposes of this section, a breach occurs when, in the determination of the
6 County, the Contractor has:
7 (1) Obtained or used funds illegally or improperly;
8 (2) Failed to comply with any part of this Agreement;
9 (3) Submitted a substantially incorrect or incomplete report to the County; or
10 (4) Improperly performed any of its obligations under this Agreement.
11 6.3 Termination without Cause. In circumstances other than those set forth above, the
12 County may terminate this Agreement by giving at least 30 days advance written notice to the
13 Contractor.
14 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
15 under this Article 6 is without penalty to or further obligation of the County.
16 6.5 County's Rights upon Termination. Upon termination for breach under this Article
17 6, the County may demand repayment by the Contractor of any monies disbursed to the
18 Contractor under this Agreement that, in the County's sole judgment, were not expended in
19 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
20 demand. This section survives the termination of this Agreement.
21 Article 7
22 Independent Contractor
23 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
24 agents, employees, and volunteers, is at all times acting and performing as an independent
25 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
26 venturer, partner, or associate of the County.
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1 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
2 manner or method of the Contractor's performance under this Agreement, but the County may
3 verify that the Contractor is performing according to the terms of this Agreement.
4 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
5 right to employment rights or benefits available to County employees. The Contractor is solely
6 responsible for providing to its own employees all employee benefits required by law. The
7 Contractor shall save the County harmless from all matters relating to the payment of
8 Contractor's employees, including compliance with Social Security withholding and all related
9 regulations.
10 7.4 Services to Others. The parties acknowledge that, during the term of this
11 Agreement, the Contractor may provide services to others unrelated to the County.
12 Article 8
13 Indemnity and Defense
14 8.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
15 County (including its officers, agents, employees, and volunteers) against all claims, demands,
16 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
17 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
18 the performance or failure to perform by the Contractor (or any of its officers, agents,
19 subcontractors, or employees) under this Agreement. The County may conduct or participate in
20 its own defense without affecting the Contractor's obligation to indemnify and hold harmless or
21 defend the County.
22 8.2 Survival. This Article 8 survives the termination of this Agreement.
23 Article 9
24 Insurance
25 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
26 Agreement.
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1 Article 10
2 Inspections, Audits, and Public Records
3 10.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 10.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 10.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C)This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
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1 (D) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
4 with section 6250) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 10.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
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1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 11
8 Disclosure of Self-Dealing Transactions
9 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
13 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
14 the County before commencing the transaction or immediately after.
15 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or more of its directors, as an individual, has a material financial
17 interest.
18 Article 12
19 General Terms
20 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
21 Agreement may not be modified, and no waiver is effective, except by written agreement signed
22 by both parties. The Contractor acknowledges that County employees have no authority to
23 modify this Agreement except as expressly provided in this Agreement.
24 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
25 under this Agreement without the prior written consent of the other party.
26 12.3 Governing Law. The laws of the State of California govern all matters arising from
27 or related to this Agreement.
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1 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
2 County, California. Contractor consents to California jurisdiction for actions arising from or
3 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
4 brought and maintained in Fresno County.
5 12.5 Construction. The final form of this Agreement is the result of the parties' combined
6 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
7 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
8 against either party.
9 12.6 Days. Unless otherwise specified, "days" means calendar days.
10 12.7 Headings. The headings and section titles in this Agreement are for convenience
11 only and are not part of this Agreement.
12 12.8 Severability. If anything in this Agreement is found by a court of competent
13 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
14 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
15 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
16 intent.
17 12.9 Nondiscrimination. During the performance of this Agreement, the Contractor shall
18 not unlawfully discriminate against any employee or applicant for employment, or recipient of
19 services, because of race, religious creed, color, national origin, ancestry, physical disability,
20 mental disability, medical condition, genetic information, marital status, sex, gender, gender
21 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
22 all applicable State of California and federal statutes and regulation.
23 12.10 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
24 of the Contractor under this Agreement on any one or more occasions is not a waiver of
25 performance of any continuing or other obligation of the Contractor and does not prohibit
26 enforcement by the County of any obligation on any other occasion.
27 12.11 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
28 between the Contractor and the County with respect to the subject matter of this Agreement,
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1 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
2 publications, and understandings of any nature unless those things are expressly included in
3 this Agreement. If there is any inconsistency between the terms of this Agreement without its
4 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
5 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
6 exhibits.
7 12.12 No Third-Party Beneficiaries. This Agreement does not and is not intended to
8 create any rights or obligations for any person or entity except for the parties.
9 12.13 Authorized Signature. The Contractor represents and warrants to the County that:
10 (A) The Contractor is duly authorized and empowered to sign and perform its
11 obligations under this Agreement.
12 (B) The individual signing this Agreement on behalf of the Contractor is duly
13 authorized to do so and his or her signature on this Agreement legally binds the
14 Contractor to the terms of this Agreement.
15 12.14 Electronic Signatures. The parties agree that this Agreement may be executed by
16 electronic signature as provided in this section.
17 (A) An "electronic signature" means any symbol or process intended by an individual
18 signing this Agreement to represent their signature, including but not limited to (1) a
19 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
20 electronically scanned and transmitted (for example by PDF document) version of an
21 original handwritten signature.
22 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
23 equivalent to a valid original handwritten signature of the person signing this Agreement
24 for all purposes, including but not limited to evidentiary proof in any administrative or
25 judicial proceeding, and (2) has the same force and effect as the valid original
26 handwritten signature of that person.
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1 (C)The provisions of this section satisfy the requirements of Civil Code section
2 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
3 Part 2, Title 2.5, beginning with section 1633.1).
4 (D) Each party using a digital signature represents that it has undertaken and
5 satisfied the requirements of Government Code section 16.5, subdivision (a),
6 paragraphs (1) through (5), and agrees that each other party may rely upon that
7 representation.
8 (E) This Agreement is not conditioned upon the parties conducting the transactions
9 under it by electronic means and either party may sign this Agreement with an original
10 handwritten signature.
11 12.15 Counterparts. This Agreement may be signed in counterparts, each of which is an
12 original, and all of which together constitute this Agreement.
13 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Harmony Research COUNTY OF FRESNO
3
4 qua
5 Kathryn E. Alson, Managing Officer Sal Quintero, Chairman of the Board of
Supervisors of the County of Fresno
6 3400 Cottage Way, Ste G2#11664
Sacramento CA 95825 Attest:
7 Bernice Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 04100500
Account No.: 7295
13 Fund No.: 0001
Subclass No.: 10000
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Exhibit A
1 Scope of Services
2 1. The Contractor shall perform Parties of Interest searches, as defined by California
3 Revenue and Tax Code section 4675, on tax-defaulted properties, upon the request of the Tax
4 Collector. Such searches must be completed to the satisfaction of the Tax Collector such that
5 the Tax Collector may commence and complete the process to notify Parties of Interest in
6 accordance with the provisions of Revenue and Tax Code. For each search for parties of
7 interest, the Tax Collector may request further searches, diligences, information, or
8 documentation from the Contractor as the Tax Collector may require, and the Contractor is
9 obligated to promptly conduct such further searches and diligence, and to promptly provide such
10 information and documentation, unless the Contractor certifies in writing that the information and
11 documentation requested is unavailable or nonexistent.
12 2. The Contractor shall provide required information to the Tax Collector within 45 days (or
13 next County business day thereafter, if the 45th day falls on a weekend or a County holiday)
14 after the Contractor receives from the Tax Collector a tax sale chain list under section 2.1 of this
15 Agreement. After completing its search, the Contractor shall return the access database file (in
16 *.mdx format) to the Tax Collector including all party of information added by the Contractor to
17 the original file. In addition, required information that the Contractor shall provide includes, but is
18 not limited to, all of the following, which shall be provided in electronic format (PDF) via Secure
19 File Transfer Protocol (SFTP) through a portal to be provided by the County; except that if SFTP
20 is not available, then the Contractor shall provide all of the following in hard copy:
21 a. A "tax sale chain response," in substantially the form of the exemplar attached to this
22 agreement as Exhibit A-1, listing of each and every party of interest for all properties
23 on the list provided by the County, including the name and current address, or last
24 known address, of each party of interest, and all of the information shown in the
25 Exhibit A-1 exemplar. For each property, the first parties of interest listed in the
26 report shall be the current assessee(s) or property owner(s). The name and address
27 for each and every party of interest shown in the tax sale chain response should be
28 the same as shown on the tax sale chain provided by the Tax Collector, except that if
A-1
Exhibit A
1 the Contractor discovers other addresses for the party of interest (which might be
2 more current), the Contractor shall provide those other addresses.
3 b. Copies of all pertinent documents, including but not limited to recorded documents,
4 with all relevant identifying information and numbers used by the Contractor to
5 determine whether a person or entity is a party of interest. Such identifying
6 information and numbers may include, but are not limited to, deed of trust title and
7 number and Recorder's document number.
8 c. Identification by name and Recorder's document number, if any, of all liens, including
9 but not limited to homestead liens, financing liens, and liens created by proceedings
10 under any special benefit assessment law, such as the Improvement Act of 1911, the
11 Improvement Bond Act of 1915, the Mello-Roos Community Facilities Act of 1982.
12 d. All IRS liens, if any, for each subject parcel, in electronic PDF files that are named by
13 parcel number with all other supporting documentation discovered during the course
14 of the search in a separately identified section of all documents used to identify each
15 and every party of interest, if those documents are not already included above.
16 3. For each annual tax sale during the term of this agreement, the Contract shall deliver all
17 written reports to the Tax Collector on or before requested due date. The Contractor shall pay a
18 penalty at the rate of$500 for each calendar day that any written report is late. The tax
19 Collector, in its sole discretion, may cancel that penalty for any day to which it applies.
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A-2
Exhibit A-1
1 Exemplar
2 Parties of Interest Search Report
3 FRESNO TAX COLLECTOR
FRESNO 2022 TAX SALE
4 090-101.15 Item 0 13
Situs Address:N/A
5 COMMENTS
6
7 DOC.TYPE RECORDED DOC. VESTING INTERESTED PARTIES P1 W
Marling Address Yes Carl G. Mun-aw
8 c/o L Oliver
85 S Oliver
9 Sanger,CA 93657
Mailing Address Yes Colburn Biological Institute 1
10 c/o L Oliver
85 S Oliver
11 Sanger,CA 93657
Marling Address Yes Daisy Harding Life Estate 3
12 c/o L Oliver
85 S Oliver
13 Sanger,CA 93657
Mailing Address Yes Leo Oliver 4
14 c/o L Oliver
85 5 Oliver
15 Sanger,CA 93657
Order 7/30/1956 3802/216 Yes Cad G.Munson S
16 Order 7/30/1956 3802t216 Yes Colburn Biological Institute 6
Order 7/30/1956 3902/216 Yes Daisy Harding Life Estate 7
17 Quitclaim 7/30/1956 3802/217 Yes Leo Oliver 8
Notice 5/22/2012 12-71502 No Colbuin Biological Institute 9
18 c/o Kenneth 1 Van Orden
9853 Tujunga Cyn PI
19 Tujunga,CA 9104!
20 Searched Thru: 9/13/2021
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Al-1
Exhibit B
1 Compensation
2 The Contractor will be compensated for performance of its services under this
3 Agreement as provided in this Exhibit B, subject to the limitations provided in Article 3,
4 "Compensation, Invoices, and Payments," of this Agreement. The Contractor is not entitled to
5 any compensation except as expressly provided in this Exhibit B.
6 The County will pay compensation to the Contractor for searches, as follows:
7 PER PARCEL (initial search) $ 215.14
8 Date Down Per Parel (update search $ 25.00
within 90 days of sale)
9 Update Searches from Prior Year $ 97.00
10 Hard Copy Reports (per page) $ 0.25
Electronic Reports $ NO CHARGE
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12 An "initial search" is the first search performed by the Contractor for a given parcel.
13 A "date down" or"update search" is a further search performed by the Contractor if the
14 parcel does not sell upon first offering and is reoffered to the public within 90 days after the first
15 offering.
16 An "update search from the prior year" is a search performed by the Contractor for a
17 parcel that the Contractor performed a search for in the preceding year.
18 The County has no obligation to pay compensation to the Contractor for any search until
19 after the Contractor has delivered a written report of that search as provided in Exhibit A,
20 "Scope of Services."
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B-1
Exhibit C
1 Self-Dealing Transaction Disclosure Form
2 In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
3 that they are a party to while providing goods, performing services, or both for the County. A
4 self-dealing transaction is defined below:
5 "A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
6 The definition above will be used for purposes of completing this disclosure form.
7 Instructions
8 (1) Enter board member's name, job title (if applicable), and date this disclosure is being
9 made.
10 (2) Enter the board member's company/agency name and address.
11 (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
12 a. The name of the agency/company with which the corporation has the transaction;
13 and
14 b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
15
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
16 provisions of the Corporations Code.
17 The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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C-1
Exhibit C
1 (1) Company Board Member Information:
2 Name: Kathryn E Alson Date: 12/23/2022
3 Job Title: Managing member
4 (2) Company/Agency Name and Address:
5 Harmony Research LLC
3400 Cottage Way Ste G2 # 11664
6 Sacramento CA 95825
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8
9 (3) Disclosure (Please describe the nature of the self-dealing transaction you are a
10 party to)
11
Party of interst Research for Fresno County Tax Collector
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16 (4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
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18 no remedies shall be granted in any action for a self-dealing transaction if the
Attorney General or the court has approved the transaction
19 before or after it was consummated.
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23 (5) Authorized Signature
24 Signature: Date: 12/23/2022
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C-2
Exhibit D
1 Insurance Requirements
2 1. Required Policies
3 Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
4 insurance policies throughout the term of this Agreement.
5 (A) Commercial General Liability. Commercial general liability insurance with limits of not
6 less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
7 Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
8 this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
9 individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
10 primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
11 policy.
12 (B) Automobile Liability. Automobile liability insurance with limits of not less than One
13 Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
14 (C)Workers Compensation. Workers compensation insurance as required by the laws of
15 the State of California with statutory limits.
16 (D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
17 (E) Professional Liability. Professional liability insurance with limits of not less than One
18 Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
19 be prior to the date on which services began under this Agreement; (2)the Contractor
20 shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
21 policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
22 then the Contractor shall purchase extended reporting coverage on its claims-made
23 policy for a minimum of five years after completion of services under this Agreement.
24 2. Additional Requirements
25 (A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
26 Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
27 Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
28 mail or email to the person identified to receive notices under this Agreement,
D-1
Exhibit D
1 certificates of insurance and endorsements for all of the coverages required under this
2 Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
3 obtained and is in full force; (2) the County, its officers, agents, employees, and
4 volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
5 employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
6 policy.
7 (ii) The commercial general liability insurance certificate must also state, and include
8 an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
9 operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
10 insurance and any other insurance, or self-insurance, maintained by the County
11 shall be excess only and not contributing with insurance provided under the
Contractor's policy.
12 (iii) The automobile liability insurance certificate must state that the policy covers any
13 auto used in connection with this Agreement.
14 (iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
15 which services began under this Agreement.
16 (B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
17 possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
18 less than A: VI I.
19 (C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
20 the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
21 premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
22 County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
23 cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
24 the failure of the Contractor or its insurer to timely provide a written notice required by
25 this paragraph is a breach of this Agreement.
26 (D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
27 Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
28 to deliver, to the County's Risk Manager certificates of insurance and endorsements for
D-2
Exhibit D
1 all of the coverages that have such broader coverage, higher limits, or both, as required
2 under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
3 officers, agents, employees, and volunteers any amounts paid under the policy of
4 worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
5 waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
6
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
7 in effect at all times any insurance coverage required under this Agreement, the County
8 may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
9 and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
10 Agreement.
11 (G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
12 the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
13 the Contractor to provide services under this Agreement using subcontractors.
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D-3