CONTRACT 5858 Professional Services Agreement CLOSEDAgreement No. 5858
Agreement No. [City Clerk assigns]_
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KOSMONT & ASSOCIATES, INC.
PARK PLACE (PHASE 2)
This AGREEMENT is made and entered into this 11th day of March, 2020, by and
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and KOSMONT & ASSOCIATES, INC., doing business as KOSMONT
COMPANIES, a California Corporation ("CONSULTANT"). The parties agree as
follows:
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 a sum not
to exceed Sixty Two Thousand Five Hundred dollars ($62,500.00) for
CONSULTANT's services. CITY may modify this amount as set 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
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any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
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. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
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;
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 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 be from March 11, 2020, to September 30,
2020. 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";
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B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE,
A. CONSULTANT will not perform any work under this Agreement until:
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.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within
forty-eight (48) hours, in writing, of the cause and the extent of the delay and how such
delay interferes with the Agreement's schedule. The Manager will extend the
completion time, when appropriate, for the completion of the contracted services.
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.
B. Exhibit: A: Budget
C. Exhibit: A: Proposal for Services
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
certificates that may be required in connection with the performance of services under
this Agreement.
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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.
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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:
u. 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.
ii. 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 for claims and lawsuits filed within
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two years following the expiration 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
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 three (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:
Type of Insurance Limits
Commercial general liability: $2,000,000 (aggregate)
Professional Liability $1,000,000
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Business automobile liability $1,000,000 (hired and non -
owned)
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 on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except
upon thirty (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 three (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 155.
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23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule
update.
25. 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:
If to CONSULTANT:
Kosmont Companies
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
Attention: Larry J. Kosmont, CEO
Phone: 424-297-1070
Email: Ikosmont@kosmont.com
If to CITY:
City of EI Segundo
350 Main Street
EI Segundo, CA
Attention: Ken Berkman, Director
Phone: (310) 524-2356
Email: kberkman@elsegundo.org
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
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.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
27. 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.
28. 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
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any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
29. 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.
30.COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
31. 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.
32. 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.
33. 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.
34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
35.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.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
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38. 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.
39. 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.
[Signatures on next page]
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Agreement No. 5858
Agreement No. _[City Clerk assigns]_
IN WITNESS WHEREOF the parties hereto have executed this Agreement the
day and year first hereinabove written.
CITY OF L SEG NDO
Scott Mitnick,
City Manager
ATTEST: ° "
Tracy �We5ver,''
City Clerk
APPROV D S TO FORM:
Mark D. Hensley,
City Attorney
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KOSMONT & ASSOCIATES, INC.
4�� 44-�
Larry J. Ko ont
Chairman & CEO
EXHIBIT A
kosmon .compamos
February 11, 2020
Scott Mitnick
City Manager
City of EI Segundo
350 Main Street
EI Segundo, CA 90245
Agreement No. 5858
Park Place Gap Closure and Grade Separation Project Funding Strategy (Phase 2)
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") in connection with the Park
Place Gap Closure and Grade Separation Project ("Project") located at near the
intersection of Sepulveda BI. and Rosecrans Ave. in the City of EI Segundo.
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.
Kosmont is an active leader in Tax Increment F'inanclna District Formation
Kosmont is currently assisting over 30 communities with evaluations of EIFD and Community
Revitalization and Investment Authorities ("CRIA") formation. One sample effort involves the
City of La Verne, where Kosmont provided the EIFD feasibility study for a Transit -Oriented
Development ("TOD") specific plan area surrounding their proposed Metro Gold Line
Extension station. Kosmont assisted La Verne with drafting of the required Infrastructure
Financing Plan ("IFP") and related financial exhibits, and the city formally approved the IFP
and formed the first EIFD in LA County in October 2017. On January 14, 2020 the Los
Angeles County Board of Supervisors. unanimously authorized a tax increment investment
of the County share of property tax into the City of La Verne's EIFD which is the first ever
1601 N, Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 wwwAosmont com
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
2111/2020
Page 2 of 10
City/County joint venture for an EIFD. Kosmont additionally lead the formation of the first
successful city/county EIFD partnership between the City of Placentia and the County of
Orange in July 2019 for which the County of Orange committed a share of its property tax.
II. BACKGROUND AND OBJECTIVE
The City desires to continue evaluation of the feasibility of an EIFD as a funding source
for the Park Place grade separation project ("Project"). The EIFD may be a key component
of the proposed Project's funding strategy, which combines local Measure M/R funds,
private party contributions, and CA Transportation Commission grants. The potential role
of the EIFD is to provide governance and a local funding match for State grants.
Notwithstanding, the City's contribution is based on committing future property tax forth
that occurs in the EIFD boundary (if one is formed), which would be entirely accretive to
the City if the property taxes that otherwise would go to the general fund, induced
contribution of other non -city public funding sources. Another potential accretive impact
would be from accelerated or expanded private investment that would not otherwise occur
as quickly or at all, if not for the infrastructure improvement funding committed to the
District by the City and other public agencies (e.g., metro, county, state).
II. SCOPE OF SERVICES
PARK PLACE PROJECT ONGOING EIFD/TAX INCREMENT SERVICES
Task 1: Continuation of Park Place Funding Group Strategy Work
Kosmont will continue to coordinate the Park Place Funding Group efforts initiated in
Agreement #5773. The final deliverable will be final funding plan focusing on Measure M/R,
EIFD, and State grants with timeline and coordination based on periodic meetings and calls
with the Funding Group members.
Task 2: Evaluation of EIFD Boundary and Strategic Considerations
Informed by land use planning / entitlement updates and using existing information
available from the City, Kosmont will evaluate key strategic considerations for EIFD
feasibility, including:
• Planned / proposed / potential future development (based on information to be
provided by City)
• Infrastructure needs (including, costs, timing / phasing, based on information to be
provided by City staff)
• Disadvantaged Community census tract areas
• Federal Opportunity Zone census tract areas
• Potential public and private sector partners (e.g. Metro, LA County)
Kosmont will delineate and graphically summarize potential EIFD boundaries based on
factors outlined above and in collaboration with Client. Task 2 findings will be summarized
in PowerPoint Presentation format.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
2/11/2020
Page 3 of 10
Task 3: Funding and Financing Analysis
Kosmont will prepare a funding and financing analysis, including a preliminary tax
increment analysis reflecting proposed future development and potential public and
private sector partners. The tax increment analysis will identify:
• The types and sequencing of potential development in the EIFD and corresponding
assessed value increases (to be determined in consultation with the Client)
• The types of infrastructure needed for the Park Place project or other key
infrastructure projects (to be provided by the Client or designated engineering
consultant)
• Tax increment funding capacity at select annual benchmarks and cumulatively
over the estimated District lifetime
• Initial estimates of potential bonding capacity (to be prepared by Kosmont
Transactions Services, registered Municipal Advisor)
• Overlap of proposed EIFD boundary with any former RDA project area and
resulting cash flow impacts in connection with outstanding successor agency
enforceable obligations.
Task 3 findings will be summarized in PowerPoint Presentation format.
Task 4: Resolution of Intent
Kosmont will work with the City to prepare a Resolution of Intent to form an EIFD and
establish the Public Financing Authority Board that could support State grant applications
anticipated in Spring/Summer 2020. Key steps in assisting the City include:
• Stakeholder meetings — meetings with key private property owners surrounding
the Project and located within the proposed EIFD boundaries; meetings with
potential taxing entity partners, such as Los Angeles County (up to 3 meetings)
• Public Meetings / City Council Presentation — assistance with presentations to City
Council or members of the public on the EIFD (up to 2 meetings, including City
Council meeting to adopt Resolution of Intent)
• Updated tax increment projections and EIFD boundary analysis based on
feedback from stakeholders, City Council, Los Angeles County, and City staff
• Resolution of Intent and supporting documentation preparation assistance (in
collaboration with City Attorney's office and/or special counsel as directed by the
City)
Task 4 includes a total of 5 meetings. Findings for final EIFD boundary and tax increment
projections will be summarized in PowerPoint format and final Resolution of Intent will be
the deliverable.
Meetincl and Presentation Assistance
To the extent Client requests Kosmont to participate in additional (more than the 5
included in Task 4) in-person meetings, presentations, or community workshops with
public and private sector stakeholders, such as the City Council, LA County Board of
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 wwwAosmont corn
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
2/11/2020
Page 4 of 10
Supervisors or CEO's office, other public agencies, major EIFD area developers, property
owners, and/or registered voters, Consultant will be billed at the professional services
(hourly) rates in Attachment A.
Potential Future Services
Should the Client desire to move forward with EIFD formation after initial Resolution of
Intent and implement the Park Place Funding Plan, Kosmont can be available to assist,
as outlined below, budget for which would be outlined at a future time to be approved by
Client in advance.
EIFD Formation and Implementation
Longer term tasks related to EIFD formation that Kosmont can perform include
governance structure recommendations (PFA Board composition, voting/approval
procedures), environmental review and analysis approach, preparation of Infrastructure
Financing Plan and supporting fiscal analyses, and final District approval.
Grant Application Assistance
Kosmont can provide assistance to the City in preparing grant applications and supporting
documentation, including drafting, data collection and analysis, and letters of support.
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 proposed future development
(e.g. Specific/General Plan/EIR) and specific areas of development potential to be
considered in EIFD and for other real estate and financial evaluation projects
IV. COMPENSATION
Compensation for Part 2, Tasks 1 through 4, is estimated at $62,500 as outlined in the
table below. 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.
Part 2 EIFD Tasks Estimated Budget
1) Ongoing Funding Group support $10,000
2) Evaluation of EIFD Boundary and Strategic Considerations $17,500
3) Funding and Financing Analysis $17,500
4) Resolution of Intent $17,500
Part 2 Total Professional Services Fees (Est.) $62,500
Consultant anticipates a single 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.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
2/11/2020
Page 5 of 10
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: https.//kosmont.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
(lis://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: Compensation 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
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. (XTS"). 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.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424.297.1070 1 www.kosmont.com
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
211112020
Page 6 of 10
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.
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.
KOSMONT COMPANIES
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 1 ph 424,297.1070 1 WWWrkosmont.com
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
211112020
Page 7 of 10
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.
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
KOSMONT COMPANIES
1601 N. Sepulveda Blvd, #382, Manhattan Beach, CA 90266 1 ph 424,297,1070 1 www.kosmont.com
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
2/11/2020
Page 8 of 10
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
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
211112020
Page 9 of 10
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.kosmont.com
ATTACHMENT A
Kosmont Companies
2020 Public Agency Fee Schedule
Professional Services
Chairman & CEO
President
Senior Vice President/Senior Advisor
Vice President
Senior Project Analyst
Project Analyst/Project Research
Assistant Project Analyst/Assistant Project Manager
GIS Mapping/Graphics Service
Clerical Support
• Additional Expenses
In addition to professional services (labor fees):
Agreement No. 5858
City of El Segundo
Proposal for Park Place Phase 2 Services
211112020
Page 10 of 10
$295.00/hour
$290.00/hour
$285.00/hour
$210.00/hour
$195.00/hour
$165.00/hour
$125.00/hour
$ 95.00/hour
$ 60.00/hour
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.
• Charqes for Court/Deposition/Exoert Witness -Related Appearances
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