CONTRACT 5859 Professional Services Agreement CLOSEDAgreement No. 5859
AGREEMENT FOR
PROFESSIONAL REAL ESTATE PROJECT ADVISORY SERVICES
BETWEEN THE CITY OF EL SEGUNDO AND
KOSMONT & ASSOCIATES, INC.
This AGREEMENT is entered into this 12th day of March, 2020 by and between
the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and
KOSMONT & ASSOCIATES, INC., doing business as KOSMONT COMPANIES, a
California Corporation ("CONSULTANT").
1. CONSIDERATION,
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below,
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT for
CONSULTANT's services. CONSULTANT a sum not to exceed forty four
thousand dollars ($44,000.00) for CONSULTANT'S services. CITY may
modify this amount asset forth below. Unless otherwise specified by written
amendment to this Agreement, CITY will pay this sum as specified in the
? attached Exhibit'A," which is incorporated by reference.
2. SCOPE OF SERVICES,
A. CONSULTANT will perform services listed in the attached Exhibit A, which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement,
CONSULTANT will use the appropriate generally accepted professional standards of
practice existing at the time of performance utilized by persons engaged in providing
similar services. CITY will continuously monitor CONSULTANT's services. CITY will notify
CONSULTANT of any deficiencies and CONSULTANT will have 15 days after such
notification to cure any shortcomings to CITY's satisfaction. Costs associated with curing
the deficiencies will be borne by CONSULTANT.
Agreement No. 5859
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
A) the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. POLITICAL REFORM ACT. CONSULTANT and CITY acknowledge and agree
that CONSULTANT will provide real estate and economic advisory services on a limited
number of projects for the CITY, and that CONSULTANT will not provide any duties that
would otherwise be performed by an individual holding a position specified on the CITY's
Conflict of Interest Code. In addition, CONSULTANT will not perform any of the actions
listed in Title 2, California Code of Regulations Section 18700.3(a)(1). For these reasons,
CONSULTANT will not be considered a "consultant" subject to the CITY's Conflict of
Interest Code for purposes of this Agreement. In the event, however, that the nature of
CONSULTANT's services become regular and the same or substantially the same as
duties which would otherwise be performed by an individual holding a position specified
in the CITY's Conflict of Interest Code, CITY may designate CONSULTANT as a
"consultant" subject to the CITY's Conflict of Interest Code.
CONSULTANT agrees and warrants that it has no financial interests which may be
materially affected by the project(s) for which it is performing services. Such financial
interests may include, without limitation, interests in business entities, real property, or
sources of income exceeding $500 received within the past year. CONSULTANT further
warrants that, before executing this Agreement, it reviewed the Political Reform Act of
1974 and the Fair Political Practices Commission regulations, including, without limitation,
Chapter 7 of Title 2 of the California Code of Regulations, Section 18700, et seq., in order
to determine whether any conflict of interest would require CONSULTANT to refrain from
performing the services or in any way attempting to use its official position to influence
the governmental decisions underlying the subject project(s).
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
fl, Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
Page 2
Agreement No. 5859
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
7. TERM. The term of this Agreement will start on the Effective Date and end on
September 30, 2022. Unless otherwise determined by written amendment between the
parties, this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit A;
B. Termination as stated in Section 15.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
1, CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Scope of Work and Budget
11. CHANGES. CITY may order changes in the services within the general scope of
this Agreement, consisting of additions, deletions, or other revisions, and the contract
sum and the contract time will be adjusted accordingly. All such changes must be
authorized in writing, executed by CONSULTANT and CITY. The cost or credit to CITY
resulting from changes in the services will be determined in accordance with written
agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
a Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
Page 3
Agreement No. 5859
certificates that may be required in connection with the performance of services under
this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared
by CONSULTANT under this Agreement will not be construed to operate as a waiver of
any rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant, or
condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost, CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
Page 4
Agreement No. 5859
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of
service under this Agreement, no copies, sketches, or graphs of materials, including
graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT
to any other person or public CITY without CITY's prior written approval. All press
releases, including graphic display information to be published in newspapers or
magazines, will be approved and distributed solely by CITY, unless otherwise provided
by written agreement between the parties.
18. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this
Agreement, except for such loss or damage arising from CITY's sole
negligence or willful misconduct.
Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with counsel
satisfactory to CITY) and will indemnify CITY for any judgment
rendered against it or any sums paid out in settlement or otherwise.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
Page 5
Agreement No. 5859
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which it is performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least 3 years after termination or final payment under this Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, CONSULTANT will procure and maintain
the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
Tvice of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements
of the most recent ISO -CGL Form. The amount of insurance set forth above
will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance
will be deemed "primary" such that any other insurance that may be carried
by CITY will be excess thereto. Such endorsement must be reflected on
ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be
Page 6
Agreement No. 5859
on an "occurrence," not a "claims made," basis and will not be cancelable
or subject to reduction except upon 30 days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of 3 years after this Agreement expires
or is terminated. Such insurance will have the same coverage and limits as
the policy that was in effect during the term of this Agreement and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the
time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent
to at least a Rating of "A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 05.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any sub -consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24. NOTICES. All communications to either party by the other party will be deemed
made when received by such party at its respective name and address as follows:
CITY:
EI Segundo Planning & Building Safety Dept
350 Main Street
EI Segundo, CA 90245-3813
Attention: Sam Lee, Director of Planning &
Building Safety
Phone: 310-524-2345
Slee@elsegundo.org
CONSULTANT:
Kosmont Companies
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
Attention: Larry J. Kosmont, CEO
Phone: 424-297-1070
Ikosmont@kosmont.com
Any such written communications by mail will be conclusively deemed to have been
received by the addressee upon deposit thereof in the United States Mail, postage
Page 7
Agreement No. 5859
prepaid and properly addressed as noted above. In all other instances, notices will be
deemed given at the time of actual delivery. Changes may be made in the names or
addresses of persons to whom notices are to be given by giving notice in the manner
prescribed in this paragraph.
25. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
26. SOLICITATION. CONSULTANT maintains and warrants that it has not employed
nor retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid nor
has it agreed to pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
27. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
28. INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
29. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal,
state, and local laws applicable to this Agreement.
30. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
31. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
32. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
33. AUTHORITY/MODIFICATION. The Parties represent and warrant that all
necessary action has been taken by the Parties to authorize the undersigned to execute
Page 8
Agreement No. 5859
this Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
34. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered
into in connection with this Agreement will be considered signed when the signature of a
party is delivered by electronic (pdf) or facsimile transmission. Such electronic or
facsimile signature will be treated in all respects as having the same effect as an original
signature.
35. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
36. TIME IS OF ESSENCE. Time is of the essence for each and every provision of
this Agreement.
37. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
38. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
Page 9
Agreement No. 5859
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGUNDO
ScWMick,
City Manager
ATTEST:
ff-- 4
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
6 Mark D. Hensley,
City Attorney
for
for
KOSMONT & ASSOCIATES, INC.
Larry J. Ko moat
Chairman & CEO
Page 10
Agreement No. 5859
Exhibit: A
Scope of Work & Budget
Agreement No. 5859
A'
kosmo: .compattles
February 12, 2020
Scott Mitnick
City Manager
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
Re: Proposal for Real Estate Project Advisory Services
Dear Mr. Mitnick:
Kosmont & Associates, Inc. doing business as Kosmont Companies ("Consultant" or
"Kosmont") is pleased to present this proposal for real estate advisory and project funding
consulting services to the City of EI Segundo ("Client" or "City") for general real estate
economics/finance and related transactional advisory and implementation services to
support various projects, including, but not limited to, a downtown revitalization program.
This proposal serves as an Agreement when executed and returned by Client to Kosmont.
I. INTRODUCTION
Kosmont Companies, a certified Minority Business Enterprise ("MBE") and Small
Business Enterprise ("SBE"), is a full service real estate, economic development and
public finance advisory firm with a 33 -year, award-winning track record of working with
cities and public agencies on economic development strategies, fiscal analyses, and real
estate projects that have led to successful outcomes.
Our public and private sector experience, and in-depth expertise in multiple areas such
as real estate analysis, economic development implementation, public and private
finance, understanding of the EIFD formation and approval process, real estate
development, project due diligence and funding, business costs/incentives and land
use/zoning make us the ideal firm to provide the Client with the required financial and
technical analysis.
II. BACKGROUND AND OBJECTIVE
Kosmont understands that the Client is seeking generalized real estate, economic
development and real estate public and private financing services for a variety of projects
including, but not limited to, its downtown area.
II. SCOPE OF SERVICES
.�, � Iwo � � it � ».r a �. � , � � � • ��
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
56
Agreement No. 5859
City of EI Segundo
Real Estate Services
2/12/2020
Page 2 of 8
Task 1: Due diligence Activities
A. SITE/PROJECT ASSESSMENTS
a. Conduct preliminary property/project due diligence
b. Identify physical conditions affecting land use and value
c. Consider alternative sites public facilities as needed
B. MARKET EVALUATIONS
a. Evaluate market value / pricing ranges
b. Confirm/Review Developer demand evaluations and proposed tenant mix
Task 2: Project Implementation
A. DEVELOPER SELECTION: Economic Analysis, Deal Structure and Negotiations
a. Consultant will assist in the recruitment and perform outreach with
commercial developers. Activities will include targeted developer outreach,
preparation and dissemination of marketing, due diligence and site
material.
b. Consultant will conduct financial, pro forma evaluation, market and
proposed transaction structure evaluations including fiscal/economic
benefit studies as needed to structure an acceptable public private
transaction with a selected developer (to be determined).
B. ACQUISITION AND TRANSACTION ACTIVITIES
a. Identify relevant considerations/strategies pertinent to the acquisition or
disposition of the properties as it pertains to the revitalization of the
Downtown focus area.
b. If needed, Kosmont Real Estate Services (KRES, licensed California
Brokerage Service Firm) will represent the City in the negotiation property
acquisition/disposition activities formal.
c. KRC shall work with the City on potential terms and conditions of any
disposition or ground lease of public agency owned properties (e.g.
preferred transaction structure and price range objectives).
Task 3: Other Projects (as assigned)
a. As assigned and mutually agreed, Consultant can provide real estate
evaluation and advisory services as related to projects, development
agreements and other strategic and transactional matters.
b. As requested, Consultant will provide real estate and related public finance
(through Kosmont Transaction Services/KTS) and brokerage services
(through Kosmont Real Estate Services/KRES). KTS and KRES services
may require separate Agreement pursuant to licensing requirements.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
57
Agreement No. 5859
City of El Segundo
Real Estate Services
2/12/2020
Page 3 of 8
III. SCHEDULE AND REQUIRED DATA
Consultant is prepared to commence work upon receipt of executed Agreement. Client
will provide Consultant with all existing project data including information on real estate
and financial evaluation projects.
IV. COMPENSATION
Compensation for real estate and project finance services activities shall be on a time and
materials basis with project budgets established for each assignment. Compensation for
Tasks 1 through 3, is estimated at $44,000. All professional services (hourly) fees will be
invoiced at Consultant's billing rates as shown on Attachment A. Future increases in
budget will require approval by Client in advance. Budget may be increased by Client at
any time.
Consultant anticipates a sin le consolidated round of Client comments and revisions on
draft work product before Kosmont provides a final version of work product. If necessary,
additional rounds of comments and revisions can be accommodated on an hourly basis.
Services will be invoiced monthly at Consultant's standard billing rates, as shown on
Attachment A. Unless otherwise agreed to in advance, out -of -area travel, if any, requires
advance funding of flights and hotel accommodations. Any unpaid invoices after 30 days
shall accrue interest at the rate of 10% per annum.
For the convenience of Kosmont's clients, we offer a secure credit card payment service.
The credit card payment link is: hhttos:llkosmont.oaidvet.com and there are two ways to
make a secure credit card payment:
1. Fill in the "Make a Payment' form when you go to the link
(httos://kosmont.oaidvet.com), or
2. Call Kosmont Companies' accounting desk (Ms. Charo Martinez; (424) 297-1072)
to make a credit card payment
Consultant is prepared to commence work upon receipt of executed Agreement.
DISCLOSURE: Comt)ensation for possible future transaction -based services or
brokerage services.
The following is being provided solely as an advance disclosure of possible real estate
brokerage and finance services and potential compensation for such services. This
disclosure is not intended to commit the Client.
When assignments involve real estate/property brokerage services, such transaction -
based services are typically provided by Kosmont Real Estate Services, Inc. dba Kosmont
Realty ("KR") is licensed by the State of California Department of Real Estate (License#
02058445). Compensation to KR is typically paid through commissions for property sale
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmant.com
61:1
Agreement No. 5859
City of El Segundo
Real Estate Services
2/12/2020
Page 4 of 8
transactions, lease transactions and success/broker fees. KR also provides Broker
Opinions of Value ("BOV") services on a fixed fee basis.
When assignments involve providing advice to a public agency regarding the issuance of
securities, such municipal advisory services are provided by properly accredited personnel
of Kosmont Transactions Services, Inc. ("KTS"). KTS is registered with the Securities and
Exchange Commission (CIK# 0001769359) and the Municipal Securities Rulemaking
Board as a Municipal Advisor (ID# K1256).
SEC registration does not constitute an endorsement of the firm by the Commission or
state securities regulators.
V. OTHER PROVISIONS
A. Termination. Client or Consultant shall have the right to terminate this Agreement
at any time upon written notification to the other party. Payment for fees accrued through
the date of termination shall be remitted in full.
B. Arbitration. Any controversy or claim arising out of or in relation to this Agreement,
or the making, performance, interpretation or breach thereof, shall be settled by arbitration
at JAMS in Los Angeles, California. Each of the parties to such arbitration proceeding
shall be entitled to take up to five depositions with document requests. The provisions
of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil
Procedure are incorporated by reference herein, except to the extent they conflict with this
Agreement, in which case this Agreement is controlling. If the matter is heard by only one
arbitrator, such arbitrator shall be a member of the State Bar of California or a retired
judge. If the matter is heard by an arbitration panel, at least one member of such panel
shall be a member of the State Bar of California or a retired judge. The arbitrator or
arbitrators shall decide all questions of law, and all mixed questions of law and fact, in
accordance with the substantive law of the State of California to the end that all rights and
defenses which either party may have asserted in a court of competent jurisdiction shall
be fully available to such party in the arbitration proceeding contemplated hereby. The
arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of
law with the delivery of the arbitration award. Judgment upon the award rendered shall
be final and non -appealable and may be entered in any court having jurisdiction.
C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising
out of an alleged breach of this Agreement, the party prevailing in such legal action,
arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, expenses
and -costs, as well as all actual attorneys' fees, -expenses and cost incurred in enforcing
any judgment entered.
D. Authority. Each of the parties executing this Agreement warrants that persons
duly authorized to bind each such party to its terms execute this Agreement.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
59
Agreement No. 5859
City of El Segundo
Real Estate Services
211212020
Page 5 of 8
E. Further Actions. The parties agree to execute such additional documents and
take such further actions as may be necessary to carry out the provisions and intent of
this Agreement.
F. Assignment. Neither this Agreement nor any of the rights or obligations hereunder
may be assigned by either party without the prior written consent of the other party.
G. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
H. Entire Agreement; Amendments and Waivers. This Agreement contains the
entire agreement between the parties relating to the transactions contemplated hereby
and any and all prior discussions, negotiations, commitments and understanding, whether
written or oral, related hereto are superseded hereby. No addition or modification of any
term or provision of this Agreement shall be effective unless set forth in writing signed by
both parties. No waiver of any of the provisions of this Agreement shall be deemed to
constitute a waiver of any other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver of such provisions unless otherwise expressly
provided. Each party to this Agreement has participated in its drafting and, therefore,
ambiguities in this Agreement will not be construed against any party to this Agreement.
I. Severability. If any term or provision of this Agreement shall be deemed invalid
or unenforceable, the remainder of this Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and in force to the fullest
extent permitted by law.
J. Notices. All notices, requests, demands and other communications which may
be required under this Agreement shall be in writing and shall be deemed to have been
received when transmitted; if personally delivered, if transmitted by telecopier, electronic
or digital transmission method, upon transmission; if sent by next day delivery to a
domestic address by a recognized overnight delivery service (e.g., Federal Express), the
day after it is sent; and if sent by certified or registered mail, return receipt requested, upon
receipt. In each case, notice shall be sent to the principal place of business of the
respective party. Either party may change its address by giving written notice thereof to
the other in accordance with the provisions of this paragraph.
K. Titles and Captions. Titles and captions contained in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provision herein.
L. Governing Law. The statutory, administrative and judicial law of the State of
California (without reference to choice of law provisions of California law) shall govern the
execution and performance of this Agreement.
M. Confidentiality. Each of the parties agrees not to disclose this Agreement or any
information concerning this Agreement to any persons or entities, other than to their
attorneys and accountants, or as otherwise may be required by law.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
i 1i
Agreement No. 5859
City of El Segundo
Real Estate Services
211212020
Page 6 of 8
N. Counterparts. This Agreement may be executed in one or more counterparts,
each of which constitutes an original, and all of which together constitute one and the
same instrument. The signature of any person on a telecopy of this Agreement, or any
notice, action or consent taken pursuant to this Agreement shall have the same full force
and effect as such person's original signature.
O. Disclaimer. Consultant's financial analysis activities and work product, which
may include but is not limited to pro forma analysis and tax projections, are projections
only. Actual results may differ materially from those expressed in the analysis performed
by Consultant due to the integrity of data received, market conditions, economic events
and conditions, and a variety of factors that could materially affect the data and
conclusions. Client's reliance on Consultant's analysis must consider the foregoing.
Consultant services outlined and described herein are advisory services only. Any
decisions or actions taken or not taken by Client and affiliates, are deemed to be based
on Client's understanding and by execution of this Agreement, acknowledgement that
Consultant's services are advisory only and as such, cannot be relied on as to the results,
performance and conclusions of any investment or project that Client may or may not
undertake as related to the services provided including any verbal or written
communications by and between the Client and Consultant.
Client acknowledges that Consultant's use of work product is limited to the purposes
contemplated within this Agreement. Consultant makes no representation of the work
product's application to, or suitability for use in, circumstances not contemplated by the
scope of work under this Agreement.
P. Limitation of Damages. In the event Consultant is found liable for any violation
of duty, whether in tort or in contract, damages shall be limited to the amount Consultant
has received from Client.
Q. Expiration of Proposal for Services. If this Agreement is not fully executed by
the parties within thirty (30) days from the date of this letter, this proposal shall expire.
R. Not an agreement for Legal Services or Legal Advice. This Agreement does
not constitute an agreement for the performance of legal services or the provision of legal
advice, or legal opinion. Client should seek independent legal counsel on matters for
which Client is seeking legal advice.
[ signature page follows ]
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
61
Agreement No. 5859
City of El Segundo
Real Estate Services
2/12/2020
Page 7 of 8
VI. ACCEPTANCE AND AUTHORIZATION
If this Agreement is acceptable to Client, please execute two copies of the Agreement and
return both originals to Kosmont Companies. Upon receipt of both signed contracts, we
will return one fully executed original for your files. Kosmont will commence work upon
receipt of executed Agreement.
Read, understood, and agreed to this
Day of 2020
City of EI Segundo Kosmont & Associates, Inc.
doing business as "Kosmont Companies"
By: By:
(Signature) (Signature)
Name: Name: Ken K. Hira
(Print Name)
Its: Its: President
(Title)
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmant.com
62
Agreement No. 5859
City of El Segundo
Real Estate Services
211212020
Page 8 of 8
ATTACHMENT A
Kosmont Companies
2020 Public Agency Fee Schedule
Professional Services
Chairman & CEO $295.00/hour
President $290.00/hour
Senior Vice President/Senior Advisor $285.00/hour
Vice President $210.00/hour
Senior Project Analyst $195.00/hour
Project Analyst/Project Research $165.00/hour
Assistant Project Analyst/Assistant Project Manager $125.00/hour
GIS Mapping/Graphics Service $ 95.00/hour
Clerical Support $ 60.00/hour
In addition to professional services (labor fees):
1) Consultant's attendance or participation at any public meeting requested by
Client will be billed at the professional services (hourly) fees as shown on this
Attachment A.
2) Approved travel expenses outside of the counties of San Bernardino, Los Angeles,
Orange Riverside and Ventura will be reimbursed/paid by City.
3) If Kosmont retains Third Party Vendor(s) for Client (with Client's advance
approval), fees and cost will be billed to Client at 1.04X (times) fees and costs.
« Comes for Court/Deposition/Expert Witness -belated Apoearances
Court -related (non -preparation) activities, such as court appearances, depositions,
mediation, arbitration, dispute resolution and other expert witness activities, will be
charged at a court rate of 1.5 times scheduled rates, with a 4 -hour minimum.
Rates shall remain in effect until December 31, 2020.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
63