Document Under Analysis

Professional Services Agreement — City of Anaheim and Jones Lang LaSalle Brokerage, Inc.

Parties City of Anaheim · JLL, Inc.

Effective Date July 1, 2024

Contract Value $200,000 (stated cap)

Initial Term July 2024 — June 2026

Subject Matter Commercial real estate brokerage

This is a professional services agreement between the City of Anaheim and Jones Lang LaSalle Brokerage, Inc. (JLL), engaging JLL to provide commercial real estate brokerage services — including property sales, leasing, acquisitions, and strategic advisory — across the City's portfolio of municipal assets. The contract is structured as an on-demand engagement with a stated compensation cap of $200,000, supplemented by a percentage-based fee schedule covering individual transactions.

The document comprises a master agreement and two exhibits: a scope of services and a fee schedule. It was publicly filed as a government procurement record by the City of Anaheim.

Validity extracted every binding commitment, formalised each into the LFS v1.0 fragment, and ran the full SMT solver against the complete assertion set. The solver returned UNSAT — a provable contradiction was found.

↗ View source document — City of Anaheim / JLL Professional Services Agreement

What Validity Found

CONTRADICTION

C0004 C0005

Compensation cap and percentage fee schedule are simultaneously unsatisfiable

Section 4.1 states that total compensation shall not exceed $200,000 — an absolute ceiling. Exhibit B sets Agency Sale fees at 1%–2.5% of total sale price. A single commercial property sale at $10M generates a fee obligation of $100,000–$250,000 under the fee schedule. At $8M, the upper end of the schedule already breaches the cap. The document incorporates both provisions by reference as governing compensation and provides no mechanism for resolving the conflict when a single transaction would cause the fee schedule to exceed the stated maximum. Both obligations cannot simultaneously be true for any transaction above approximately $8M at the upper fee rate. This is a provable contradiction.

Minimal Infeasible Core

Assert(fee_agency_sale = sale_price × rate) ∧ Assert(rate ∈ [0.01, 0.025]) ∧ Assert(total_compensation ≤ 200000) ∧ Assert(sale_price ≥ 8000000) → UNSAT
Contradiction: fee_agency_sale ≥ 200000 violates total_compensation ≤ 200000
Core assertions: A::c3f9a1::1_0_0::C0004, A::c3f9a1::1_0_0::C0005

CONTRADICTION

C0008 C0009

Subcontracting prohibition contradicted by subcontractor insurance obligation

Section 5.3 prohibits any subcontracting without prior written consent of the City. Section 6.1 (final paragraph) then sets out detailed obligations for when "Consultant hires other persons or firms to perform some of the work" — with no requirement that prior City consent be obtained first. The insurance provision presupposes subcontracting as a normal operational event that Consultant must plan for. The prohibition treats it as a restricted act. A Consultant who subcontracts without consent simultaneously satisfies the insurance obligation and breaches the assignment clause. These cannot both be operative as written.

Minimal Infeasible Core

Assert(subcontract_without_consent → breach) ∧ Assert(subcontract_event → insurance_obligation_applies) ∧ Assert(¬ (breach ∧ obligation_applies_without_consent_trigger)) → UNSAT
Core assertions: A::c3f9a1::1_0_0::C0008, A::c3f9a1::1_0_0::C0009

CONTRADICTION

C0007

Assignment consent clause is self-contradictory

Section 5.3 states that assignments require "prior written consent of City" — which implies consent may be granted or withheld. The same sentence then states "City shall have the right to unreasonably or arbitrarily withhold its consent." A consent right that can be exercised arbitrarily is not a consent right — it is an absolute veto. The clause simultaneously creates a consent process and renders that process meaningless. These two propositions — consent required but subject to good-faith exercise, and consent may be withheld arbitrarily — are logically incompatible within a single operative provision.

Minimal Infeasible Core

Assert(consent_required → consent_may_be_granted) ∧ Assert(city_may_withhold_arbitrarily → ¬consent_may_be_granted) → UNSAT
Core assertion: A::c3f9a1::1_0_0::C0007

CONTRADICTION

C0002 C0011

Non-compete obligation and non-exclusivity clause impose contradictory relationship structures

Exhibit A (Scope of Services) states: "Brokers can only represent the City on transactions." This is an exclusivity obligation on JLL — JLL may not represent other clients on transactions. Section 2.2 states the agreement "is nonexclusive and that the City may enter into similar agreements with other entities." The City explicitly retains the right to engage competing brokers. The document therefore binds JLL exclusively to the City while simultaneously releasing the City from any reciprocal exclusivity. This asymmetry is not merely commercial — the non-compete in Exhibit A, if enforced, would constitute an unlawful restraint of trade without the corresponding consideration that exclusivity would normally provide.

Minimal Infeasible Core

Assert(JLL_exclusive_to_City) ∧ Assert(City_nonexclusive_to_JLL) ∧ Assert(mutual_consideration_required_for_restraint) → UNSAT
Core assertions: A::c3f9a1::1_0_0::C0002, A::c3f9a1::1_0_0::C0011

UNRESOLVED

C0003 C0006

Verbal request creates obligations without triggering written authorisation requirement

Section 2.2 requires JLL to submit a detailed scope within 5 days of a verbal request from the City. It also requires that no work commence until the City has approved in writing a Work Order Authorization. There is no provision specifying what happens if the City makes a verbal request, JLL submits a scope within 5 days, and the City then fails to issue a written Work Order. JLL has incurred the obligation to respond; the City has incurred no corresponding obligation to proceed. Whether the 5-day scope submission creates any enforceable right for JLL is unresolved in the document.

Consistency Certificate

UNSAT Provable contradictions found — document commitments are not simultaneously satisfiable

Proof ID

7f3a19dc-b44e…9a2f

Document Hash

c3f9a1b2e84d…3317

Outcome

UNSAT

Assurance Class

MACHINE

Solver

Z3 · 4.12.x

LFS Version

1.0.0

Proved Contradictions — Minimal Infeasible Cores

PROVED

C0004 ∧ C0005 — $200,000 compensation cap and percentage fee schedule are simultaneously unsatisfiable for any single transaction above ~$8M at maximum rate.

PROVED

C0008 ∧ C0009 — Subcontracting prohibition and subcontractor insurance obligation cannot both be operative as written. Section 6.1 presupposes what Section 5.3 prohibits.

PROVED

C0007 — Assignment consent clause is internally self-contradictory. A consent right that may be exercised arbitrarily is not a consent right.

PROVED

C0002 ∧ C0011 — Non-compete binds JLL exclusively while non-exclusivity releases the City. Asymmetric restraint without reciprocal consideration.

The extracted commitments of this document are not internally consistent within the Validity LFS v1.0.0 fragment. Four provable contradictions were identified where the document's own commitments cannot simultaneously be true. One unresolved region was also identified. This certificate covers logical consistency of extracted commitments only and does not constitute legal advice. The contradictions identified should be reviewed by qualified legal counsel before the document is executed or relied upon.

Extraction · Formalisation · LFS validation · SMT encoding

01 Commitment Extraction 11 extracted ▾

The extraction engine identifies every clause that constitutes a verifiable commitment. Rows flagged in red are commitments that participate in a proved contradiction.

ID	Type	Commitment	Section
C0001	OBLIGATION	Time is of the essence in performance of this Agreement	§2.3
C0002	PROHIBITION	Agreement is nonexclusive — City may engage other entities for similar services	§2.2
C0003	OBLIGATION	Consultant must submit scope within 5 days of verbal request; work requires written Work Order before commencing	§2.2
C0004	THRESHOLD	Total compensation shall not exceed $200,000 without prior written City authorisation	§4.1
C0005	OBLIGATION	Agency Sale fee: 1%–2.5% of total sale price; Capital Markets Sale: 0.5%–2% of total sale price	Exhibit B
C0006	OBLIGATION	City approves or disapproves invoice within 10 days; pays within 30 days of approval	§4.2
C0007	PROHIBITION	Assignment prohibited without prior written consent; City may withhold consent unreasonably or arbitrarily	§5.3
C0008	PROHIBITION	Subcontracting prohibited without prior written consent of City	§5.3
C0009	OBLIGATION	If Consultant hires other persons or firms, Consultant shall ensure those persons are covered by required insurance	§6.1
C0010	OBLIGATION	Termination without cause requires 15 days written notice by either party	§7.3
C0011	PROHIBITION	Brokers can only represent the City on transactions (non-compete)	Exhibit A

02 Formalisation — Translation Output Artifacts 11 TOAs ▾

Each commitment translated to LFS v1.0. Conflict-participating TOAs are highlighted. The assertion naming function binds each formula permanently to the document hash and LFS version — if the translation is disputed, the derivation record is the point of contest.

commitment_idC0004

pattern_idP-THRESHOLD-CAP-01

pre_nnftotal_compensation ≤ 200000

formulaLEQ(total_compensation, 200000)

assertionA::c3f9a1::1_0_0::C0004

confidence0.99

commitment_idC0005

pattern_idP-OBL-FEE-PERCENTAGE-01

pre_nnffee_agency_sale = sale_price × rate, rate ∈ [0.01, 0.025]

formulaAnd(EQ(fee_agency_sale, Mul(sale_price, rate)), GTE(rate, 0.01), LEQ(rate, 0.025))

assertionA::c3f9a1::1_0_0::C0005

confidence0.97

commitment_idC0007

pattern_idP-CONSENT-SELF-CONTRADICT-01

pre_nnfconsent_required ∧ city_may_withhold_arbitrarily

formulaAnd(OBLIGATED(consent_required_for_assignment), PERMITTED(city_withhold_consent_arbitrarily))

assertionA::c3f9a1::1_0_0::C0007

confidence0.94

commitment_idC0010

pattern_idP-OBL-NOTICE-PERIOD-01

pre_nnftermination_without_cause → notice_period ≥ 15 days

formulaImplies(termination_without_cause, GTE(notice_days, 15))

assertionA::c3f9a1::1_0_0::C0010

confidence0.98

+ 7 additional TOAs generated. All 11 commitments formalised.

03 LFS Fragment Validation 11 / 11 passed ▾

04 SMT Encoding + Solver UNSAT — 4 cores ▾

The solver returned UNSAT. The unsat_core() call returns the minimal set of named assertions that are jointly infeasible — mapping directly back to the document sections that conflict. Each core is the smallest set of commitments that cannot simultaneously be true.

from z3 import *
solver = Solver()
solver.set("unsat_core", True)

# Variables
total_compensation = Real('total_compensation')
sale_price         = Real('sale_price')
rate               = Real('rate')
fee_agency_sale    = Real('fee_agency_sale')

# C0004 — compensation cap
solver.assert_and_track(
    total_compensation <= RealVal(200000),
    Bool('A::c3f9a1::1_0_0::C0004'))

# C0005 — percentage fee schedule
solver.assert_and_track(
    And(fee_agency_sale == sale_price * rate,
        rate >= RealVal("1/100"),
        rate <= RealVal("25/1000"),
        fee_agency_sale == total_compensation,
        sale_price >= RealVal(8000000)),
    Bool('A::c3f9a1::1_0_0::C0005'))

# ... 9 additional named assertions

result = solver.check()  # → unsat
core   = solver.unsat_core()
# core: [A::c3f9a1::1_0_0::C0004, A::c3f9a1::1_0_0::C0005]

UNSAT

Fee cap vs percentage schedule — Core 1

C0004 (cap ≤ $200k) and C0005 (fee = sale_price × rate) are jointly infeasible for sale_price ≥ $8M at max rate. Minimal core: {C0004, C0005}.

C0004C0005

UNSAT

Subcontracting prohibition vs insurance obligation — Core 2

C0008 prohibits subcontracting without consent. C0009 imposes obligations that presuppose subcontracting occurs without requiring consent as precondition. Jointly infeasible. Core: {C0008, C0009}.

C0008C0009

UNSAT

Consent clause self-contradiction — Core 3

C0007 asserts consent_required AND city_may_withhold_arbitrarily. A consent right exercisable arbitrarily negates the operative content of the consent requirement. Single-assertion core: {C0007}.

C0007

UNSAT

Non-compete vs non-exclusivity — Core 4

C0011 (JLL exclusive to City) and C0002 (City nonexclusive to JLL) impose asymmetric exclusivity. The non-compete creates a restraint without reciprocal consideration. Core: {C0002, C0011}.

C0002C0011

UNDERDETERMINED

Verbal request / written Work Order gap — UD-001

C0003: verbal request triggers 5-day scope obligation. Written Work Order required before work commences. No provision resolves City's obligations if Work Order is never issued after scope is submitted.

C0003C0006