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Kosmont Transactions Services Inc dba Kosmont Financial Services - FY2023-081-01AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR CIVIC CENTER FINANCING PLAN SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES (“Amendment No. 1”) by and between the CITY OF RANCHO PALOS VERDES (“City”) and KOSMONT TRANSACTIONS SERVICES, INC. a California corporation dba KOSMONT FINANCIAL SERVICES (“Consultant”) is effective as of September 19, 2023. RECITALS A. City and Consultant entered into that certain Agreement for Professional Services dated June 29, 2023 (“Agreement”) whereby Consultant agreed to Civic Center financing plan services (the “Services”) until completion of the Services but not exceeding one year from the effective date of the Agreement, for a Contract Sum of $25,000. B. City and Consultant now desire to amend the Agreement to expand the scope of services related to the Consultant’s Services, and increase the Contract Sum from $25,000 to $75,000. TERMS 1. Contract Changes. The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics. a. Section 2.1, Contract Sum, of the Agreement is hereby amended as follows: “For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of $75,00025,000 (Twenty Seventy Five Thousand Dollars) (“Contract Sum”).” b. Section I of Exhibit “A” is hereby amended as follows: “Consultant will perform the following services in connection with the Civic Center project, namely assisting the City to develop a comprehensive financial, ownership, and operating structure that will enable the financing of Project costs and to determine how best to utilize the City’s various assets, in order to bring the project to completion. Task 1: Orientation/Kick-Off Meeting Consultant will organize and administer an initial Project Kick-Off meeting with the appropriate City personnel to review the Civic Center program summary; discuss specific City goals, objectives, and considerations; review the budget and DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 -2- master plan (when completed) for phasing of construction/installation of improvements; and establish parameters and expectations of the City for the funding, installation and operation of the Project, including Surplus Land Act (“SLA”) compliance considerations and procedures as may be required (if requested, separate service to be provide by Kosmont Realty on a to-be-agreed- upon budget). Task 2: Develop Financing, Ownership and Operating Structure Options Based on the information provided by the City in the initial Kick-Off meeting and subsequent correspondence, Consultant will develop and present a proposed project funding plan for consideration by the City. Deliverable: a memorandum or PowerPoint presentation that will include proforma cashflow analyses and descriptions of the strengths and weaknesses of the proposed funding plan developed for consideration by the City and the Finance Advisory Committee, Civic Center Advisory Committee, and City Council. Consultant will attend 3 or 4 meetings in person at City’s discretion to present and discuss the proposed funding plan, as follows: one Finance Advisory Committee, up to 2 joint Finance Advisory Committee/Civic Center Advisory Committee, and one City Council meeting. Task 2A: Continue Efforts to Develop Financing, Ownership and Operating Structure Options Based on the information provided by the City to date, feedback and requests received thus far from the City’s Financial Advisory Committee (FAC) and anticipated to be received from the City Council, Consultant shall continue to develop, modify and present various financing, ownership and operating structure options for consideration by the City as requested. Consultant shall continue to attend various public hearings by videoconference as may be requested by the City, in addition to preparatory phone calls or videoconference meetings with City staff. City has estimated that another two (2) public meetings (e.g., FAC and City Council) and accompanying preparatory meetings may be required. In addition to attendance of various meetings, deliverables shall include proforma cashflow analyses and PowerPoint presentations, if requested, that are expected to include the results of said analyses and possible revisions to previously prepared descriptions of the strengths and weaknesses of each identified optional scenario developed by Consultant for consideration by the City staff, City Council, the FAC and other City departments or committees as deemed appropriate by City staff. In ongoing support of the foregoing, Consultant shall continue to develop and prepare financing scenario options via proforma analysis and cashflow modeling. City staff has advised Consultant that it anticipates the FAC and City DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 -3- Council to request an additional six (6) distinct optional financing scenarios to be prepared (which would require 12 unique sets of proforma analyses) at the two anticipated public meetings. Task 3 (Optional): Transactional Assistance with Issuance of Securities At the request of the City’s Contract Officer, Consultant shall assist the City with the process of issuing municipal securities to acquire tax-exempt (or taxable, as may be applicable) financing to fund Project costs in accordance with the chosen Project structure. Such optional tasks would be performed under a separate agreement and would include, in general, the following tasks: •Provide understanding of the regulations and rules governing the issuance of tax exempt of debt •Determine, based on the preferred financing mechanism chosen from Task 12, which financing vehicles and corresponding terms would be most beneficial to the City and Project, as applicable or appropriate, including but not necessarily limited to: o Term (length) of the financing o Optimal amortization structures o Coverage requirements o Additional bonds tests o Tax Exempt or Taxable structures o Call features (length, price) o Parity tests o Subordinate debt o Reserve funds, surety bonds, capitalized interest o First coupon/principal payment o Cash flow analysis o Senior/subordinated structures o Other pledges and covenants as may be applicable or advisable •Develop and prepare credit analysis of the chosen structure to properly market the issue to capital markets DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 -4- •Assist in preparation/revision of legal documents (resolutions, official statements, indentures, etc.) to ensure requisite provisions are contained therein, protecting the City’s interests and addressing: o Accuracy of security features o Compliance with disclosure rules as necessary o Compliance with industry standards o Eligibility for tax exemption, where applicable •Negotiate with the underwriter on behalf of the City regarding pricing levels” 2.Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement. 3.Affirmation of Agreement; Warranty Re Absence of Defaults. City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation. Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement. 4.Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 5.Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this Amendment No. 1, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound. DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 -5- [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation ____________________________________ John Cruikshank, Mayor Pro Tem ATTEST: _________________________________ Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP _________________________________ William W. Wynder, City Attorney CONSULTANT: KOSMONT TRANSACTIONS SERVICES INC., dba KOSMONT FINANCIAL SERVICES, INC, a California corporation By: ________________________________ Name: Larry J. Kosmont Title: Chief Executive Officer Address: 2301 Rosecrans Ave., Suite 4140 _ El Segundo, CA 90245 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 01203.0002/922075.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: 761DB62D-56D8-454D-B74E-953651DAF562 Certificate Of Completion Envelope Id: 761DB62D56D8454DB74E953651DAF562 Status: Completed Subject: Complete with DocuSign: RPV - Amendment No. 1 to Agreement w Kosmont Financial Services.pdf Source Envelope: Document Pages: 8 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Rudy Carbajal AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 rcarbajal@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 9/21/2023 10:21:30 AM Holder: Rudy Carbajal rcarbajal@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Larry Kosmont lkosmont@kosmont.com Chairman & CEO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.208.108.31 Signed using mobile Sent: 9/21/2023 10:27:41 AM Viewed: 9/21/2023 11:44:31 AM Signed: 9/21/2023 11:45:24 AM Electronic Record and Signature Disclosure: Accepted: 9/21/2023 11:44:31 AM ID: c6bbca13-05c5-4efd-b058-8682090fe29b Bill Wynder WWYNDER@AWATTORNEYS.COM Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.28.85.65 Signed using mobile Sent: 9/21/2023 11:45:26 AM Viewed: 9/21/2023 11:46:35 AM Signed: 9/21/2023 11:46:48 AM Electronic Record and Signature Disclosure: Accepted: 9/21/2023 11:46:35 AM ID: d38d6139-8c53-404e-b5ad-37d83fbd3753 John Cruikshank john.cruikshank@rpvca.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.119.57.203 Sent: 9/21/2023 11:46:50 AM Viewed: 9/21/2023 4:18:55 PM Signed: 9/21/2023 4:19:04 PM Electronic Record and Signature Disclosure: Accepted: 9/21/2023 4:18:55 PM ID: 47d1bdfc-5604-4f11-95dc-74a06799622f Teresa Takaoka TERIT@RPVCA.GOV City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 72.34.97.146 Sent: 9/21/2023 4:19:05 PM Viewed: 9/25/2023 12:59:37 PM Signed: 9/25/2023 1:00:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CITY CLERK'S OFFICE CITYCLERK@RPVCA.GOV Security Level: Email, Account Authentication (None) Sent: 9/25/2023 1:00:33 PM Viewed: 9/25/2023 2:03:06 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d VINA RAMOS VRAMOS@RPVCA.GOV Deputy Director of Finance City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 9/25/2023 1:00:34 PM Viewed: 9/25/2023 1:23:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/21/2023 10:27:41 AM Certified Delivered Security Checked 9/25/2023 12:59:37 PM Signing Complete Security Checked 9/25/2023 1:00:31 PM Completed Security Checked 9/25/2023 1:00:34 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Larry Kosmont, Bill Wynder, John Cruikshank, CITY CLERK'S OFFICE Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes. 01203.0002/901232.6 1 CITY OF RANCHO PALOS VERDES PROFESSIONAL SERVICES AGREEMENT FOR CIVIC CENTER FINANCING PLAN SERVICES THIS PROFESSIONAL SERVICES AGREEMENT (herein “Agreement”) is made and entered into on ___________, 2023, by and between the CITY OF RANCHO PALOS VERDES, a municipal corporation (“City”) and KOSMONT TRANSACTIONS SERVICES, INC. dba KOSMONT FINANCIAL SERVICES, a California corporation (“Consultant”). NOW, THEREFORE, the parties hereto agree as follows: 1.SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Consultant shall perform the work or services set forth in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by reference. Consultant warrants that it has the experience and ability to perform all work and services required hereunder and that it shall diligently perform such work and services in a professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 California Labor Law. If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by the Agreement. 1.5 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern. 2.COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of $25,000 (Twenty Five Thousand Dollars) (“Contract Sum”). June 29 DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 2 01203.0002/901232.6 2.2 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by the City of any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.3 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five Thousand Dollars ($5,000) or in the time to perform of up to sixty (60) days may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding thirty (30) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 3 01203.0002/901232.6 fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the con Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Offi cer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one year from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). 4. COORDINATION OF WORK 4.1 Representative of Consultant. Larry J. Kosmont, CRE, is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work and services specified herein and make all decisions in connection therewith. All personnel of Consultant and any authorized agents shall be under the exclusive direction of the representative of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, and shall keep City informed of any changes. 4.2 Contract Officer. Brittany Ruiz, Interim Finance Director, or such person as may be designated by the City Manager, is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and to make all decisions in connection therewith (“Contract Officer”). 4.3 Prohibition Against Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 4.4 Independent Consultant. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of City with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City, or that it is a member of a joint enterprise with City. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 4 01203.0002/901232.6 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. 5.2 General Insurance Requirements. (a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 5 01203.0002/901232.6 (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it d eems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified mi nimum limits of insurance and coverage shall be available to the City. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 6 01203.0002/901232.6 (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. (j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies. (k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation. (o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City. (p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. (q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 7 01203.0002/901232.6 Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services and shall keep such records for a period of three years following completion of the services hereunder. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement or as the Contract Officer shall require. 6.3 Confidentiality and Release of Information. (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than the City without prior written authorization from the Contract Officer. (b) Consultant shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena. (c) If Consultant provides any information or work product in violation of this Agreement, then the City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 8 01203.0002/901232.6 (d) Consultant shall promptly notify the City should Consultant be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. The City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City with the opportunity to review any response to discovery requests provided by Consultant. 6.4 Ownership of Documents. All studies, surveys, data, notes, computer files, reports, records, drawings, specifications, maps, designs, photographs, documents and other materials (the “documents and materials”) prepared by Consultant in the performance of this Agreement shall be the property of the City and shall be delivered to the City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by the City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. 7.3 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under this Agreement. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 9 01203.0002/901232.6 different times, of any other rights or remedies for the same default or any other default by the other party. 7.4 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any ti me, with or without cause, upon fifteen (15) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder, but not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit “C”. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.5 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 8. MISCELLANEOUS 8.1 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class 8.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant , or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 10 01203.0002/901232.6 8.3 Notice. Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Boulevard, California 90275, and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 8.4 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 8.5 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 8.6 Waiver. No delay or omission in the exercise of any right or remedy by non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. A party’s consent to or approval of any act by the other party requiring the party’s consent or approval shall not be deemed to waive or render unnecessary the other party’s consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.7 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees, whether or not the matter proceeds to judgment. 8.8 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 8.9 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 8.10 Warranty & Representation of Non-Collusion. No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 11 01203.0002/901232.6 may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant’s Authorized Initials _______ 8.11 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [Signatures On The Following Page] DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 12 01203.0002/901232.6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Ara M. Mihranian, City Manager ATTEST: Teresa Takaoka, City Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP William W. Wynder, City Attorney CONSULTANT: KOSMONT TRANSACTIONS SERVICES, INC., dba KOSMONT FINANCIAL SERVICES, a California corporation By: Name: Larry J. Kosmont Title: CEO Address: 2301 Rosecrans Ave, Suite 4140 El Segundo, CA 90245 Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, Presi dent or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relyi ng on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF LOS ANGELES On __________, 2023 before me, ________________, personally appeared ________________, prov ed to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: _____________________________________ OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER _______________________________ TITLE(S) PARTNER(S) LIMITED GENERAL ATTORNEY-IN-FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER_______________________________ ______________________________________ SIGNER IS REPRESENTING: (NAME OF PERSON(S) OR ENTITY(IES)) _____________________________________________ _____________________________________________ ___________________________________ TITLE OR TYPE OF DOCUMENT ___________________________________ NUMBER OF PAGES ___________________________________ DATE OF DOCUMENT ___________________________________ SIGNER(S) OTHER THAN NAMED ABOVE A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 A-1 EXHIBIT “A” SCOPE OF SERVICES I. Consultant will perform the following services in connection with the Civic Center project, namely assisting the City to develop a comprehensive financial, ownership, and operating structure that will enable the financing of Project costs and to determine how best to utilize the City’s various assets, in order to bring the project to completion. Task 1: Orientation/Kick-Off Meeting Consultant will organize and administer an initial Project Kick-Off meeting with the appropriate City personnel to review the Civic Center program summary; discuss specific City goals, objectives, and considerations; review the budget and master plan (when completed) for phasing of construction/installation of improvements; and establish parameters and expectations of the City for the funding, installation and operation of the Project, including Surplus Land Act (“SLA”) compliance considerations and procedures as may be required (if requested, separate service to be provide by Kosmont Realty on a to-be-agreed-upon budget). Task 2: Develop Financing, Ownership and Operating Structure Options Based on the information provided by the City in the initial Kick-Off meeting and subsequent correspondence, Consultant will develop and present a proposed project funding plan for consideration by the City. Deliverable: a memorandum or PowerPoint presentation that will include proforma cashflow analyses and descriptions of the strengths and weaknesses of the proposed funding plan developed for consideration by the City and the Finance Advisory Committee, Civic Center Advisory Committee, and City Council. Consultant will attend 3 or 4 meetings in person at City’s discretion to present and discuss the proposed funding plan, as follows: one Finance Advisory Committee, up to 2 joint Finance Advisory Committee/Civic Center Advisory Committee, and one City Council meeting. Task 3 (Optional): Transactional Assistance with Issuance of Securities At the request of the City’s Contract Officer, Consultant shall assist the City with the process of issuing municipal securities to acquire tax-exempt (or taxable, as may be applicable) financing to fund Project costs in accordance with the chosen Project structure. Such optional tasks would be performed under a separate agreement and would include, in general, the following tasks: • Provide understanding of the regulations and rules governing the issuance of tax- exempt of debt DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 • Determine, based on the preferred financing mechanism chosen from Task 2, which financing vehicles and corresponding terms would be most beneficial to the City and Project, as applicable or appropriate, including but not necessarily limited to: o Term (length) of the financing o Optimal amortization structures o Coverage requirements o Additional bonds tests o Tax Exempt or Taxable structures o Call features (length, price) o Parity tests o Subordinate debt o Reserve funds, surety bonds, capitalized interest o First coupon/principal payment o Cash flow analysis o Senior/subordinated structures o Other pledges and covenants as may be applicable or advisable • Develop and prepare credit analysis of the chosen structure to properly market the issue to capital markets • Assist in preparation/revision of legal documents (resolutions, official statements, indentures, etc.) to ensure requisite provisions are contained therein, protecting the City’s interests and addressing: o Accuracy of security features o Compliance with disclosure rules as necessary o Compliance with industry standards o Eligibility for tax exemption, where applicable • Negotiate with the underwriter on behalf of the City regarding pricing levels DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City: See Section I, above. III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports: NOT APPLICABLE IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City. V. Consultant will utilize the following personnel to accomplish the Services: A. Larry Kosmont, CEO B. Dan Massiello, Senior Managing Director C. Will Soholt, Senior Vice President DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 B-1 EXHIBIT “B” SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) Added text is indicated in bold italics, deleted text is indicated in strikethrough. I. Section 5.1, Insurance Coverages, is amended to read: 5.1 Insurance Coverages. Without limiting Consultant’s indemnification of City, and pPrior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant represents that it has no employees. In event Consultant’s employee status changes during the Term of the Agreement, Consultant shall be required to obtain and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000). (e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 II. Section 5.3, Indemnification, amended to read: 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, except claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement for a period of four (4) years from the date of completion of the Services, or the date of termination or expiration of the Agreement, whichever occurs later. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 C-1 01203.0002/901232.6 EXHIBIT “C” SCHEDULE OF COMPENSATION I. Consultant shall perform the following Services at the following rates: Additional expenses: o Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. o Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest, Refinitiv and other based on quoted project cost. o Approved subcontractors’ fees and cost will be billed at subcontractor’s rates, but in no event at rates higher than the above. o Consultant’s attendance or participation at any public meeting, whether such participation is in person, digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other) requested by Client and are beyond those specifically identified in the Scope of Work will be billed at the above rates. II. A retention of ten percent (10%) shall be held from each payment as a contract retention to be paid as a part of the final payment upon satisfactory completion of services. NOT APPLICABLE III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 01203.0002/901232.6 IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all the work performed, the number of hours worked, and the hourly rate. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services. V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement. VI. Consultant’s billing rates for all personnel are attached as Exhibit C-1. NOT APPLICABLE DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 D-1 01203.0002/901232.6 EXHIBIT “D” SCHEDULE OF PERFORMANCE I. Consultant shall perform all services timely in accordance with the following schedule: Deadline Date A. Task 1 July 13, 2023 B. Task 2 August 15, 2023 C. Task 3 (Optional) TBD II. Consultant shall deliver the following tangible work products to the City by the following dates. See Exhibit “A” Scope of Work, Section I. III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. DocuSign Envelope ID: CD87D3E9-9BE5-4CAF-BD8B-3C91BD0F8AC6 Certificate Of Completion Envelope Id: CD87D3E99BE54CAFBD8B3C91BD0F8AC6 Status: Completed Subject: Complete with DocuSign: RPV - Civic Center - Kosmont PSA financial services_FINAL.pdf Source Envelope: Document Pages: 22 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 1 Rudy Carbajal AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 rcarbajal@rpvca.gov IP Address: 72.34.97.146 Record Tracking Status: Original 6/28/2023 5:04:00 PM Holder: Rudy Carbajal rcarbajal@rpvca.gov Location: DocuSign Signer Events Signature Timestamp Larry Kosmont lkosmont@kosmont.com Chairman & CEO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 172.250.237.121 Sent: 6/28/2023 5:22:57 PM Resent: 6/29/2023 11:12:22 AM Viewed: 6/29/2023 11:31:37 AM Signed: 6/29/2023 11:31:47 AM Electronic Record and Signature Disclosure: Accepted: 6/29/2023 9:09:22 AM ID: c4bdb5f7-bc37-4911-bad5-8e80d9df4348 Bill Wynder WWYNDER@AWATTORNEYS.COM Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.112.162.3 Sent: 6/29/2023 11:31:48 AM Viewed: 6/29/2023 1:08:14 PM Signed: 6/29/2023 1:08:49 PM Electronic Record and Signature Disclosure: Accepted: 6/29/2023 1:08:14 PM ID: 93175e50-575a-4bc2-959c-97088cd85695 ARA MIHRANIAN ARAM@RPVCA.GOV City Manager City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 104.34.113.36 Sent: 6/29/2023 1:08:50 PM Viewed: 6/29/2023 1:36:09 PM Signed: 6/29/2023 1:36:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Teresa Takaoka TERIT@RPVCA.GOV City of Rancho Palos Verdes Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.83.180.163 Signed using mobile Sent: 6/29/2023 1:36:29 PM Viewed: 6/29/2023 3:21:46 PM Signed: 6/29/2023 3:21:55 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CITY CLERK'S OFFICE CITYCLERK@RPVCA.GOV Security Level: Email, Account Authentication (None) Sent: 6/29/2023 3:21:57 PM Viewed: 6/29/2023 3:34:14 PM Electronic Record and Signature Disclosure: Accepted: 2/1/2023 3:10:58 PM ID: 505eed45-7ed0-4db8-aae6-ef6eedfef03d Brittany Ruiz bruiz@rpvca.gov Interim Director of Finance City of Rancho Palos Verdes Security Level: Email, Account Authentication (None) Sent: 6/29/2023 3:21:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/28/2023 5:22:58 PM Envelope Updated Security Checked 6/29/2023 11:11:47 AM Envelope Updated Security Checked 6/29/2023 11:11:47 AM Envelope Updated Security Checked 6/29/2023 11:11:47 AM Envelope Updated Security Checked 6/29/2023 11:11:47 AM Envelope Updated Security Checked 6/29/2023 11:11:47 AM Certified Delivered Security Checked 6/29/2023 3:21:46 PM Signing Complete Security Checked 6/29/2023 3:21:55 PM Completed Security Checked 6/29/2023 3:21:58 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Palos Verdes (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronicall y through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made av ailable electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 6/15/2021 5:55:39 PM Parties agreed to: Larry Kosmont, Bill Wynder, CITY CLERK'S OFFICE Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Rancho Palos Verdes: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: terit@rpvca.gov To advise City of Rancho Palos Verdes of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at terit@rpvca.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Rancho Palos Verdes To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to terit@rpvca.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Rancho Palos Verdes To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to terit@rpvca.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Rancho Palos Verdes as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Rancho Palos Verdes during the course of your relationship with City of Rancho Palos Verdes.