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Kosmont Real Estate Services Inc DBA Kosmont Realty - FY2022-040 CITY OF RANCHO PALOS VERDES PROFESSIONAL SERVICES AGREEMENT FOR THIS PROFESSIONAL SERVICES AGREEMENT (herein `Agreement ) is made and entered into this 24th day of January 2022 by and between the CITY OF RANCHO PALOS VERDES a municipal corporation ( City ) and KOSMON F REAL ESTATE SERVICES INC a California corporation dba KOSMONT REALTY (herein Consultant ) NOW, THEREFORE the parties hereto agree as follows I SERVICES OF CONSULTANT 1 I Scope of Services In compliance with all of the teims 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 12 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 I ederal 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 el 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 %%ages 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 14 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 I5 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 I Contract Sum For the services tendered 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$6 000 00 (Six Thousand Dollars) ( Contract Sum ) 01203 0001/267879 3 I 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 older 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 (15%) of the Contract Sum but not exceeding a total contract amount of One Thousand Dollars ($1 000) or in the time to perform of up to ninety (90) 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 I 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 delay s due to unforeseeable causes beyond the control and without the 012030001/267S793 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 Officer 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 I Representative of Consultant Piro �'1 M e f`G 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 Trang Nguyen, 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 point enterprise with City 3 0I 20.,0001/267879 3 5 INSURANCE AND INDEMNIFICATION 5 I 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 insuieds 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 There are no subcontractors (1) 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 4 012030001'267879 3 reserves the right to require complete, certified copies of all required insurance policies, at any time (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 deems 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 coinpam 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 Si7e 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 5 01203 0001/267879.) by the Consultant Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall he available to the City (t) 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 (1) 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 (I) 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 insuier 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 6 01203 0001/267879 3 5 3 Indemnification 1 o 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 1 he 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 I 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 Fhe 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 prepaie 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 v..ithout 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 7 01203 0001/2(7879 3 for any damages, costs and fees, including attorney s fees caused by or incurred as a result of Consultant's conduct (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 gine 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 remedif.s, 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 vs ith 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 8 01203 0001/2671+79 3 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 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 time with or without cause upon fifteen (I5) 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, Cit) may alter 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 Cit) 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 I 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 Emplovecs No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of 9 01203 0001/267879 3 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 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 1 his 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 of 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 unneccssary 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 constiuction 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 10 01203 0001/2678 79 3 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 may affect his/her financial interest or the financial interest of an 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 an) 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 variant that (i) such party is duly organized and existing, (ii) they aie 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 Pagel Il 01203 0001/267879 3 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF ' a CHO ' LOS VERDES, a mu pal co,>. :tvn Ara • ` ty Manager - ATTEST Te a Takaoka, City Clerk APPROVED AS TO FORM ALESHIRE & WYNDER LLP c)d Ze) William W Wynder, City Attorney CONSULTANT KOSMONT REAL ESTA re SERVICES, INC - Name lltle By Name Title Address 'No corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups I) Chairman of the Board, President or an Vice President, Ind 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NO rARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE r0 CONSUL rANT'S BUSINESS FNTI ry 12 01203 0001/26787Q 3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate serifics onls the tdenttts of the +ndn+dual echo signed the document to which this certificate is attached and not the truthfulness accuraes or salid+ts of that document S1AII 01 CAI IFORNIA (OIJN I Y 01 I OS ANGLLCS 1 Onifon V 1402E before mc M.0 44l DIAAlkdkeg personall\ appealed L01fr4 V‘05.— proved to nu on the basis of satisfactor) ce+dence to he the person(s)ss host names(s) is/arc subsu+bcd to the o'thin instrument and acknowledged to me that he/she/then executed the same in his/her/then authorized capacite(les) and that to his/her/their signaturc(s) on the instrument the persons) or the entite upon behalf of which the person(s) acted executed the instrument I tend% under PENAL I Y Of I'LRJURY under the laos of the State of (alifornia that the lorcgoing paragraph is true and correctfsts WI I NI SS ms hand and o(licial seal -i t^ r :lh Signature ` 1.• e OPTIONAL I hough the data heloo is not required bs lao it mas p+oec saluablc to poisons rely ing on the Joeument and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIP f1ON OF AT[ACIIF D DOCUMENT ❑ INDIVIDUAI 1nom CORPORA fl OI I ICOR C.:0v o'f /Let i reAgi Verdv C. 1111 OR IYI'E01 DOCUMINI G� 1111 C(S) Prp&fc\Ow<\ Set es*rc.t.6.% ❑ PAR 1 NLR(S) 0 I IMI I FD \� ❑ oI NLRAL NUMI3I R 01 PAGES ❑ A 1 I ORNLY-IN-I AC I ❑ I RUSTEE(S) ❑ GUARDIAN/CONSERVATOR 1'41 laa3. ❑ ()mu DA IF OI DOCUMCN SIGNER IS REPRESENTING (NAM1 or P1 RSON(S)OR I NIII Y(ILS)) SIGNLR(S)01111 R fI IAN NAMI D '\I3OV1 01203 0001/267879 3 EXHIBIT"A" SCOPE OF SERVICES I Background and Objective Client is contemplating to enter a financing lease with a commercial bank that would require the use of Client-owned assets (`Assets') to effectuate the transaction That transaction would require the City to enter financing leases with Client-owned property and Client needs assistance to determine a current market valuation of two (2) properties and the buildings located thereupon as identified by Client ( `Assets ) Client is not in need of services involving research into ownership records of the Assets II Scope of Services The prospective assignment and consulting services that KR will provide will be of a relatively limited scope and duration and advisory in nature KR will be making recommendations only which advise the Client, which it can accept or reject KR will provide an opinion of value for the two of the City s assets A Fred Hesse Jr Community Park located at 29301 Hawthorne Boulevard Rancho Palos Verdcs, CA 90275 B Point Vicente Interpretive Center (PVIC) located at 31501 Palos Verdes Drive Wcst Rancho Palos Verdes, CA 90275 Task I Orientation/Kick-Off Meeting KR will organize and administer an initial Project Kick-Off meeting with the appropi tate City Staff to review preliminary plans discuss specific goals objectives and considerations of the City regarding the market valuation of the Assets as requested by Client Task 2 Asset Value Evaluation Consultant will conduct an abbreviated assessment of the estimated value of the Assets relative to the Project Consultant will prepare a high-level written summary of its process and its estimated valuation of the Assets Task 3 Staff Meetings and Publicly Noticed Meetings Consultant s attendance or participation at up to three digital, video, and/or telephonic meetings with Client's staff as requested by Client are included in the budget as referenced under "Compensation' below Consultant s attendance or participation at any publicly noticed meetings will be in addition to the budget as referenced under Compensation below and will be billed at the professional services (hourly) fees as shown on EN tuba C-I 01203 0001/2678 79., A- III Schedule and Required Data Consultant is prepared to commence work upon receipt of an executed Agreement Client will provide Consultant with all existing project data including Client public records related to the identified properties, such as ordinances resolutions, agendas minutes, staff reports and the like 01203 0001/267879 3 EXHIBIT"B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I Section 2 2 is hereby deleted Consultant shall be compensated as provided in the Schedule of Compensation and consultant shall be paid within 45 days of completion of the work and presentation of an invoice Consultant shall be reimbursed for out-of-pocket expenses(other than the 4% administrative fee discussed below) such as travel and mileage (provided that there shall be no overnight travel without the Client s prior approval and that mileage shall be reimbursed at the current IRS mileage reimbursement rate Unless otherwise agreed to in advance out-of- area travel, if any requires advance funding of flights and hotel accommodations 2 Woikers Compensation Insurance (described in Section 5 I and 5 2) shall only be required if such insurance is required by law The Consultant has represented to the City that it is not required to obtain such insurance and will sign a waiver agreeing to indemnify the city in such regard Form and Basis of Compensation As previous discussed herein, KR s lee for this transaction will be $6 000 plus 4%administrative fee to cover ancillary costs such as in-house copy fay, telephone postage, technologies etc Anticipated Scope of Fo Be Performed Consultant anticipates a single consolidated iound of Client comments and revisions on draft work product before KR provides a final version of work product If necessary, additional rounds of comments and revisions can be accommodated on an hourly basis Consultant s attendance or participation at any publicly noticed meeting whether such participation is in person, digital video and/or telephonic (e g City Council Planning Commission Public Agency Board, other) in addition to the three digital staff meetings contemplated in Task 4 as requested by Client is in addition to compensation for Tasks I through 4 and will be billed at the professional services(hourly) fees as shown on Exhibit C-I Consultant may require the services of a title company to obtain and determine ownership records for the Assets To the extent this is necessary, Consultant will obtain an estimate of the cost of such services and require Client s written approval before requesting such services Costs of services performed by a title company would be in addition to compensation to Consultant Termination of Relationship Each of the City and KR is free to terminate this relationship at any time by giving notice to the other party and as provided in the Agreement Payment for fees accrued through the date of termination shall be remitted in full 01203 0001/267879 3 B-I EXHIBIT"C" SCHEDULE OF COMPENSATION I Consultant shall perform the following Services at the following rates Consultant shall be paid a fee of S6 000 plus 4%administrative fee to covei ancillary costs such as in-house copy, fay, telephone, postage, technologies, etc within 45 days of receipt of the invoice upon completion of the work II Within the budgeted amounts for each Task, and with the approNal 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 21, unless Additional Services are approved per Section 2 3 N/A The Consultant may be paid an additional 15% pursuant to Section 2 3 should the Additional Services be needed HI The Cit' 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 N/A B Line items for all materials and equipment properly charged to the Services N/A C Line items for all other approved reimbursable expenses claimed, with supporting documentation N/A D Line items for all approved subcontractor labor supplies equipment materials and travel properly charged to the Services N/A Fach invoice should include the description of the financing, a ieterence to this Agreement and the amount due The invoice shall contain shall detail charges for all necessary and actual expenses by the following categories travel (if authorized), materials, equipment, supplies and sub-contractor contracts IV The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2 1 of this Agreement V Consultant's billing rates for all personnel are attached as Exhibit C-1 C-I 01203 0001/2678 79 3 EXHIBIT"C-I" KOSMONT REALTY 2022 FEE SCHEDULE Professional Services Chairman &CEO/ President $395 00/hour Senior Managing Director/Senior Advisor $325 00/hour Managing Director $210 00/hour Senior Director/Senior Project Analyst $195 00/hour Director/Project Analyst/ Project Manager $165 00/hour Project Promotion/Graphics/GIS Mapping Services/Research $ 95 00/hour Clerical Support $ 70 00/hour 01203 0001'267879 3 EXHIBIT"D" SCHEDULE OF PERFORMANCE I Consultant shall perform all services timely in accordance with the following schedule Consultant shall perform the duties within the time necessary to close the transaction and maintain the currently negotiated interest rate if possible Alternatively,Consultant shall perform the duties diligently and within a reasonable time Consultant has represented that 10 business days is a reasonable time Days to Perform Deadline Date A Task A N/A B Task B C Task C II Consultant shall deliver the following tangible work products to the City by the following dates A Report Showing Opinion of Value B Status Reports and Schedules or other items periodically C III The Contract Officer may approve extensions for performance of the services in accordance with Section 3 2 D-I 01203(001/267879 3