CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
KOSMONT TRANSACTION SERVICES, INC.
THIS AGREEMENT is made and entered into this 1st day of July, 2023 ("Effective Date"), by and between the CITY OF PLACENTIA, a municipal corporation ("City"), and KOSMONT TRANSACTION SERVICES, INC., a California corporation, doing business as "Kosmont Municipal Treasury Consulting" ("Consultant").
WITNESSETH:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide professional financial advisory services for operating funds as more fully described herein; and
B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONSULTANT
1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's Proposal ("Proposal"), attached hereto as Exhibit "A" and incorporated herein by this reference.
1.2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. Officers and employees shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this section.
1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City Administrator or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement.
1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. Such actions shall include, but not be limited to the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Consultant agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
Consultant shall, in all solicitations and advertisements for employees placed by, or on behalf of Consultant shall state that all qualified applicants will receive consideration for employment without regard to age, race, color, religion, sex, marital status, national origin, or mental or physical disability. Consultant shall cause the paragraphs contained in this Section to be inserted in all subcontracts for any work covered by the Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.
1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. All insurance requirements contained in this Agreement are independently applicable to any and all subcontractors that Consultant may engage during the term of this Agreement.
2 Kosmont Transaction Services, Inc.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit "A." Consultant's total compensation shall not exceed one hundred twenty thousand Dollars ($120,000.00).
2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal or which is inconsistent with or in violation of the provisions of this Agreement unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
Should the City request in writing additional services that increase the hereinabove described "SCOPE OF SERVICES", an additional fee based upon the Consultant's standard hourly rates shall be paid to the Consultant for such additional services.
2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice.
Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by City as set forth in Exhibit "A." The Project Schedule may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable 3 Kosmont Transaction Services, Inc.
control of a party. If a delay beyond the control of the Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and the Consultant. The Consultant shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of thirty-six (36) months, ending on June 30, 2026, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If the Consultant defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.
The City shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement, immediately upon service of written notice of termination on the Consultant, if the latter should:
a. Be adjudged a bankrupt;
b. Become insolvent or have a receiver of its assets or property appointed because of insolvency;
c. Make a general assignment for the benefit of creditors; d. Default in the performance of any obligation or payment of any indebtedness under this Agreement;
e. Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
f. Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination within thirty-five (35) days after service of the notice of termination. Compensation for work in progress shall be prorated based on the 4 Kosmont Transaction Services, Inc.
percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant. City shall not be liable for any claim of lost profits.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City:
(a) Broad -form commercial general liability, in a form at least as broad as ISO from #CG 00 01 04 13, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. If Consultant maintains higher limits that the specified minimum limits, City requires and shall be entitled to coverage for the high limits maintained by the Consultant.
(b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, each incident for bodily injury and property damage.
(c) Workers' compensation insurance as required by the State of California and Employers Liability Insurance with a minimum limit of $1,000,000 per accident for any employee or employees of Consultant. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. (d) Errors and omissions insurance with a policy limit of not less than One Million Dollars ($1,000,000.00) per claim and Two Million Dollars 5 Kosmont Transaction Services, Inc.
($2,000,000.00) general aggregate.
Neither the CITY nor any of its elected or appointed officials, officers, agents, employees, or volunteers makes any representation that the types of insurance and the limits specified to be carried by Consultant under this Agreement are adequate to protect Consultant.
If Consultant believes that any such insurance coverage is insufficient, Consultant shall provide, at its own expense, such additional insurance as Consultant deems adequate.
5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are addition- al insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant."
(b) Notice: "Consultant shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self-insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Consultant shall forthwith obtain and submit proof of substitute insurance. Should Consultant fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Consultant's sole cost and expense."
(c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers.
(e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
5.3. Deductible or Self -Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention.
5.4. Certificates of Insurance. Consultant shall provide to City certificates of 6 Kosmont Transaction Services, Inc.
insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance and endorsements shall be attached hereto as Exhibit "B" and incorporated herein by this reference.
5.5. Limiting. This section shall be construed as limiting the indemnification provision contained in this Agreement to the extent of Consultant's insurance limits for payments of damages to persons or property.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement.
6.2. Representatives. The City Administrator or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Proiect Manaaers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. It shall be the Consultant's responsibility to assure that the Project Manager is kept informed of the progress of the performance of the services and the Consultant shall refer any decision, which must be made by City, to the Project Manager. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Project Manager.
Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement and who shall not be changed by Consultant without the express written approval by the City. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement, or the work hereunder may be provided by personal delivery, facsimile or if mailed, shall be addressed as set forth below and placed in a sealed envelope, postage prepaid, and deposited in the United States Postal Service. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 72 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.
IF TO CONSULTANT: IF TO CITY:
7 Kosmont Transaction Services, Inc.
Kosmont Transactions Services, Inc.
1601 N Sepulveda Blvd, #382
Manhattan Beach, CA 90266
Tel: (424) 297-1070
Attn: Larry Kosmont
City of Placentia
401 E. Chapman
Placentia, CA 92870
Tel: (714) 993-8229
Attn: Director of Finance
6.5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. Consultant agrees to submit to the personal jurisdiction of such court in the event of such action.
6.7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Consultant agrees to defend, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply whenever any claim, action, complaint, or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any 8 Kosmont Transaction Services, Inc.
time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.
6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, preliminary notes, working documents, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City but shall be made available to the City within ten (10) days of request or within ten (10) days of termination. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant.
Consultant shall deliver to City any findings, reports, documents, information, data, preliminary notes and working documents, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. Consultant or Consultant's agents shall execute 9 Kosmont Transaction Services, Inc.
such documents as may be necessary from time to time to confirm City's ownership of the copyright in such documents.
6.13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.
6.14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.
6.15. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction.
6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.
6.17. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, the conflict shall be resolved by giving precedence in the following order, if applicable: This Agreement, the City's Request for Proposals, the Consultant's Proposal.
6.18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole 10 Kosmont Transaction Services, Inc.
benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.21. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.24. Severabilitv. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. 11 Kosmont Transaction Services, Inc.
CITY OF PLACENTIA,
A municipal corporation
Ward Smith, Mayor
ATTEST:
City Clerk and ex -officio Clerk
of the City of Placentia
CONSULTANT
Signature
Larry Kosmont, President
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
Rosanna Ramirez, Risk Management
APPROVED AS TO CONTENT:
Kevin Larson, City Treasurer
12 Date:
Date:
Date:
Date:
Date:
Kosmont Transaction Services, Inc.
DEPARTMENTAL APPROVAL:
Jennifer Lampman, Director of Finance
13 Date:
Kosmont Transaction Services, Inc.
EXHIBIT A
CONSULTANT'S PROPOSAL AND SCOPE OF WORK
14 Kosmont Transaction Services, Inc.
kosmont
transactions services
May 25, 2023,
Mr. Damien Arrula
Ms. Jennifer Lampman
Mr. Kevin Larson
City of Placentia
401 E. Chapman
Placentia, CA 92870
Re: Proposal for Financial Services re Investment of Surplus Funds to the City of Placentia Dear City of Placentia Team,
Kosmont Municipal Treasury Consulting, a division of Kosmont Transaction Services, Inc. ("Consultant" or "KMTC"), is pleased to present this proposal for financial consulting services to City of Placentia ("Client" or "Agency") as related to investment of surplus funds to achieve preservation of capital and maintain appropriate levels of liquidity at market yields.
One of several integrated firms originally founded in 1986, KTS is part of a broader-based professional consulting operation that, along with Kosmont Companies and Kosmont Realty, offers a unique and full range of services to public agencies and private entities conducting business within the nexus of finance, real estate, and economic development. KTS is an Independent Registered Municipal Advisor ("IRMA") with the U.S.
Securities and Exchange Commission ("SEC") and the Municipal Securities Rulemaking Board ("MSRB"); the firm's President, Larry Kosmont, is a duly qualified Municipal Advisory Principal by virtue of having passed the "Series 54" Municipal Advisor Principal Exam; and the other senior personnel are duly qualified Municipal Advisor Representatives by virtue of having passed the "Series 50" Municipal Advisor Representative Exam are therefore authorized to offer advice to municipal entities and obligated persons on a broad spectrum of financial matters and associated financial products.
This proposal serves as an Agreement when executed and returned by Client to KMTC.
I. BACKGROUND AND OBJECTIVE
To provide specified professional financial advisory services for operating funds held by the Agency. The objective is to invest surplus funds to preserve capital and maintain appropriate levels of liquidity at market yields.
II. SCOPE OF SERVICES
Approach to Scope of Services: The prospective assignment and consulting services that KMTC provides is advisory in nature. KMTC will be making recommendations only, which advice the Client including its elected officials, appointed officials and staff, can accept, or reject. None of KMTC's staff will act in a capacity as an elected official, nor appointed official, nor as staff, nor as serving in a "designated" position.
KMTC proposes the following scope of work to assist Client in portfolio and financial advisory services.
Mailing Address: 1601 N Sepulveda Blvd, #382
Manhattan Beach, CA 90266
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
Physical Address:2301 Rosecrans Ave. #4140
El Segundo, CA 90245
kosmont
transactions services
City of Placentia
Proposal for Services
May 25, 2023
1. Provide financial/investment advisory services in accordance with Government Code Section 53600 and other applicable government codes, local municipal codes, charters, and policies.
2. Cash Flow Analysis & Reporting. Includes reviewing agencies revenues and expenditures to determine operating cash needs and creating reports identifying cash required for operations.
3. Investment Policy review and consulting.
4. General Investment Education of City Staff & Officials.
5. Quarterly reporting of investment transactions.
6. Credit Analysis of investment instruments in portfolio.
7. Interest Revenue projections as needed for analysis only.
8. If requested, one public presentation to a city commission, special committee, or city council.
9. As requested, assistance with other compliance and audit review requirements as related to KMTC services, and/or attendance at publicly noticed agency meetings (see Section 4: Additional Task).
III. SCHEDULE AND REQUIRED DATA
• Consultant is prepared to commence work upon receipt of an executed Agreement. Client will promptly provide Consultant with project data requested.
Ongoing
• Quarterly Report
• Investment Policy Update (Annually)
IV. COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for Services rendered under this Agreement at the rates set forth below.
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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transactions services
City of Placentia
Proposal for Services
May 25, 2023
Operating Funds Investment Portfolio -1-5 Year Fixed Income Strategy Annual Fee Schedule
Contract Year Fixed Annual Fee Basis
Year 1 Fiscal Year 2024 10 basis points Assets Under
Management
Year 2 Fiscal Year 2025 10 basis points Assets Under
Management
Year 3 Fiscal Year 2026 10 basis points Assets Under
Management
Based on the Assets Under Management (AUM), at the end of each month pursuant to the City account summary, Kosmont will submit an invoice calculated monthly based upon total invested assets identified in the portfolio model with an invoice statement provided. (Example: $25 million dollar invested portfolio size would be invoiced at $25 million * 0.10% = $25,000/12 = $2,083.33 for that month). Statement balances may fluctuate based on invested portfolio size.
The first monthly invoice will be generated for the month that initial investments have been purchased, which occurs promptly after the initial model has been built and investment plan has been reviewed. Client will not be charged for assets in city checking (demand deposit) accounts.
Fees are charged monthly in arrears and can be debited directly from the City's third -party custody account.
Fees are fixed for the entire three (3) year contract. Fees for the two (2) optional one-year renewal periods are to be agreed upon prior to the City's exercising said optional renewals.
Compensation for requested Additional Tasks will be based on hours spent at KMTC's billing rates as shown on Attachment A. Budget may be increased by Client at any time.
Consultant is prepared to commence work upon receipt of executed Agreement.
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), as requested by Client is in addition to stated compensation schedule (Additional Task) and will be billed at the professional services (hourly) fees as shown on Attachment A.
Services will be invoiced monthly at Consultant's standard billing rates, as shown on Attachment A. In addition to professional services (hourly) fees, invoices will include reimbursement for out-of-pocket expenses 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), professional printing, conference calls, and delivery charges for messenger and overnight packages at actual cost. Unless otherwise agreed to in advance, out -of -area travel, if any, requires advance funding of flights and hotel accommodations.
For the convenience of KMTC's clients, we offer a secure credit card payment service. The credit card payment link is: https://kosmont.paidvet.com and there are two ways to make a secure credit card payment:
1. Fill in the "Make a Payment' form when you go to the link ( https://kosmont.paidvet.com) , or
2. Call KMTC accounting desk (Ms. Charo Martinez; (424) 297-1072) to make a credit card payment Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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transactions services
V. OTHER PROVISIONS
City of Placentia
Proposal for Services
May 25, 2023
A. Termination. Client or Consultant shall have the right to terminate this Agreement at any time upon written notification to the other party. Payment for fees accrued through the date of termination shall be remitted in full.
B. Arbitration. Any controversy or claim arising out of or in relation to this Agreement, or the making, performance, interpretation or breach thereof, shall be settled by arbitration at JAMS in Los Angeles, California. Each of the parties to such arbitration proceeding shall be entitled to take up to five depositions with document requests. The provisions of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil Procedure are incorporated by reference herein, except to the extent they conflict with this Agreement, in which case this Agreement is controlling. If the matter is heard by only one arbitrator, such arbitrator shall be a member of the State Bar of California or a retired judge. If the matter is heard by an arbitration panel, at least one member of such panel shall be a member of the State Bar of California or a retired judge. The arbitrator or arbitrators shall decide all questions of law, and all mixed questions of law and fact, in accordance with the substantive law of the State of California to the end that all rights and defenses which either party may have asserted in a court of competent jurisdiction shall be fully available to such party in the arbitration proceeding contemplated hereby. The arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of law with the delivery of the arbitration award. Judgment upon the award rendered shall be final and non -appealable and may be entered in any court having jurisdiction.
C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising out of an alleged breach of this Agreement, the party prevailing in such legal action, arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, expenses and costs, as well as all actual attorneys' fees, expenses and cost incurred in enforcing any judgment entered.
D. Authority. Each of the parties executing this Agreement warrants that person is duly authorized to bind each such party to its terms execute this Agreement.
E. Further Actions. The parties agree to execute such additional documents and take such further actions as may be necessary to carry out the provisions and intent of this Agreement.
F. Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party without the prior written consent of the other party.
G. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
H. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby and any and all prior discussions, negotiations, commitments and understanding, whether written or oral, related hereto are superseded hereby. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing signed by both parties. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver of such provisions unless otherwise expressly provided. Each party to this Agreement has participated in its drafting and, therefore, ambiguities in this Agreement will not be construed against any party to this Agreement.
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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transactions services
City of Placentia
Proposal for Services
May 25, 2023
I. Severability. If any term or provision of this Agreement shall be deemed invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and in force to the fullest extent permitted by law.
J. Notices. All notices, requests, demands and other communications which may be required under this Agreement shall be in writing and shall be deemed to have been received when transmitted; if personally delivered, if transmitted by telecopier, electronic or digital transmission method, upon transmission; if sent by next day delivery to a domestic address by a recognized overnight delivery service (e.g., Federal Express), the day after it is sent; and if sent by certified or registered mail, return receipt requested, upon receipt. In each case, notice shall be sent to the principal place of business of the respective party. Either party may change its address by giving written notice thereof to the other in accordance with the provisions of this paragraph.
K. Titles and Captions. Titles and captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision herein.
L. Governing Law. The statutory, administrative and judicial law of the State of California (without reference to choice of law provisions of California law) shall govern the execution and performance of this Agreement.
M. Confidentiality. Each of the parties agrees not to disclose this Agreement or any information concerning this Agreement to any persons or entities, other than to their attorneys and accountants, or as otherwise may be required by law.
N. Counterparts. This Agreement may be executed in one or more counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument. The signature of any person on a telecopy of this Agreement, or any notice, action or consent taken pursuant to this Agreement shall have the same full force and effect as such person's original signature.
0. Disclaimer. Consultant's financial analysis activities and work product, which may include but is not limited to pro forma analysis and tax projections, are projections only. Actual results may differ materially from those expressed in the analysis performed by Consultant due to the integrity of data received, market conditions, economic events and conditions, and a variety of factors that could materially affect the data and conclusions. Client's reliance on Consultant's analysis must consider the foregoing.
Consultant services outlined and described herein are advisory services only. Any decisions or actions taken or not taken by Client and affiliates, are deemed to be based on Client's understanding and by execution of this Agreement, acknowledgement that Consultant's services are advisory only and as such, cannot be relied on as to the results, performance and conclusions of any investment or project that Client may or may not undertake as related to the services provided including any verbal or written communications by and between the Client and Consultant.
Client acknowledges that Consultant's use of work product is limited to the purposes contemplated within this Agreement. Consultant makes no representation of the work product's application to, or suitability for use in, circumstances not contemplated by the scope of work under this Agreement.
P. Limitation of Damages. In the event Consultant is found liable for any violation of duty, whether in tort or in contract, damages shall be limited to the amount Consultant has received from Client.
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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kosmont
transactions services
City of Placentia
Proposal for Services
May 25, 2023
Q. Force Majeure. Consultant shall not be liable for failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by significant circumstances beyond its reasonable control, including, without limitation: epidemic; acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; riots; wide -spread power failures and wide -spread Internet failure. Contractual performance and deadline(s) shall be extended for a period equal to the time lost by reason of the delay.
R. Expiration of Proposal for Services. If this Agreement is not fully executed by the parties within thirty (30) days from the date of this letter, this proposal shall expire.
S. Not an agreement for Legal Services or Legal Advice. This Agreement does not constitute an agreement for the performance of legal services or the provision of legal advice, or legal opinion. Client should seek independent legal counsel on matters for which Client is seeking legal advice.
T. Limit of Scope of Work. All services are provided by Kosmont Transactions Services, Inc. (KTS), doing business as KMTC. KTS is registered with the United States Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB) as a Municipal Advisor. Those personnel of KTS providing Municipal Advisor services are registered as municipal advisors pursuant to the requirements of the SEC and the MSRB. KTS is not a registered investment advisory under the Investment Advisor Act of 1940 or any state investment advisor act, nor is it a registered broker/dealer under the Securities Exchange Act of 1934 and does not provide investment advisory or broker/dealer services subject to those laws and the regulations thereunder. KTS provides municipal advisor and other services only in those jurisdictions where it is legally permitted to operate.
[ signature page follows]
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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transactions services
City of Placentia
Proposal for Services
May 25, 2023
VI. ACCEPTANCE AND AUTHORIZATION
If this Agreement is acceptable to Client, please execute two copies of the Agreement and return both originals to KMTC. Upon receipt of both signed contracts, we will return one fully executed original for your files. KMTC will commence work upon receipt of executed Agreement.
Read, understood, and agreed to this
Day of 2023
City of Placentia Kosmont Transaction Services, Inc. doing business as Kosmont Municipal Treasury Consulting
By: By:
(Signature) (Signature)
Name: Damien Arrula Name: Larry J. Kosmont, CRE®
(Print Name)
Its: City Manager Its: President
(Title)
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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transactions services
ATTACHMENT A
Kosmont Transactions Services, Inc.
2023 Public Agency Fee Schedule
Professional Services
President & CEO
Senior Vice President / Senior Advisor
Vice President
Senior Project Analyst
Project Analyst / Project Research
Assistant Project Analyst / Assistant Project Manager
Project Promotion/Graphics/GIS Mapping Services
Clerical Support
• Additional Expenses
In addition to professional services (labor fees):
$445.00/hour
$350.00/hour
$225.00/hour
$195.00/hour
$165.00/hour
$125.00/hour
$ 95.00/hour
$ 70.00/hour
City of Placentia
Proposal for Services
May 25, 2023
1) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 2) If Kosmont retains Third Party Vendor(s) for Client (with Client's advance approval), fees and cost will be billed to Client at 1.1X (times) fees and costs. 3) 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 professional services (hourly) fees as shown on this Attachment A.
• Charges for Court/Deposition/Expert Witness -Related Appearances Court -related (non -preparation) activities, such as court appearances, depositions, mediation, arbitration, dispute resolution and other expert witness activities, will be charged at a court rate of 1.5 times scheduled rates, with a 4 -hour minimum.
Rates shall remain in effect until December 31, 2023.
Kosmont Transactions Services, Inc.
(424) 297-1070
www.KosmontTransactions.com
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KOSM&AS-01
CERTIFICATE OF LIABILITY INSURANCE
BSTERNBERG
DATE (MM/DDIYYYY)
3/7/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER License # 0C36891
Lyddy Martin Company
5021 Verdugo Way
Ste. 105 #414
Camarillo, CA 93012
INSURED
Kosmont & Associates, Inc.
Dba: Kosmont Companies
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
CONTACT Brett R Sternberg
NAME:
PHONE
(A/C, No, Ext): (310) 478-2625 317
FAX
(A/C, No):
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE
INSURER A : Sentinel Insurance Company, Ltd
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
NAIC #
11000
COVERAGES CERTIFICATE NUMBER: 106 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH DOLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY DAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS
LTR INSD WVD (MM/DD/YYYYI (MM/DDIYYYY)
A X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE X OCCUR X 72SBABC3942
GEN'L AGGREGATE LIMIT APPLIES PER:
X POLICY PRO-
JECT
OTHER:
A AUTOMOBILE LIABILITY
ANY AUTO
OWNED
AUTOS ONLY
X HIRED
AUTOS ONLY
A X UMBRELLA LIAB
EXCESS LIAB
■
LOC
SCHEDULED
AUTOS
NON -OWNED
AUTOS ONLY
X
DED X RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
6/27/2022 6/27/2023
72SBABC3942 6/27/2022 6/27/2023
OCCUR
CLAIMS -MADE X 72SBABC3942
10,000
Y/N
N/A
6/27/2022 6/27/2023
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GENERAL AGGREGATE
PRODUCTS - COMP/OP AGG
COMBINED SINGLE LIMIT
(Ea accident) $
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $
PROPERTY DAMAGE
(Per accident) $
EACH OCCURRENCE $
AGGREGATE $
E.L
E.L
E.L
PER OTH-
STATUTE ER
EACH ACCIDENT $
DISEASE - EA EMPLOYEE $
DISEASE - POLICY LIMIT $
1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
1,000,000
3,000,000
3,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as additional insured per written contract/agreement as respects to general liability- See attached business liability endorsement #SS 00 08 04 05
Additional Persons Or Organizations Designated as Named Insureds:
Kosmont Transactions Services, Inc.; dba; Kosmont Municipal Treasury Consulting
CERTIFICATE HOLDER CANCELLATION
City of Placentia
401 E. Chapman Ave.
Placentia, CA 92870
ACORD 25 (2016/03)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has
been appointed.
d. Legal Representative If You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereof, of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50% of the voting stock on the
effective date of this Coverage Part.
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
Insured if there is no other similar insurance
available to that organization. However:
a. Coverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier; and
BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(2) "Personal and advertising injury"
arising out of an offense committed
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment' registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co -"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.
However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co -"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
6. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05 Page 11 of 24
BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.
A person or organization is an additional
insured under this provision only for that
period of time required by the contract.
agreement or permit.
However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made' a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. — Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products -completed operations hazard".
(1)
The insurance afforded to the vendor
is subject to the following additional
exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.
This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
Products which, after distribution
or safe by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(9)
(i)
The exceptions contained in
Subparagraphs (d) or (f); or
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, in
connection with the distribution
or sale of the products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.
(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
When You Add Others As An
Additional Insured To This
Insurance
(7)
That is other insurance available to an
additional insured.
However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described in c.
below.
(b) Primary And Non -Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.
Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.
When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.
BUSINESS LIABILITY COVERAGE FORM
When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
insurance.
We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.
8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover ail or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.
Form SS 00 08 04 05 Page 17 of 24
POLICY NUMBER: 72 SBA BC3942
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDMENT OF THE DECLARATIONS - ADDITIONAL
PERSONS OR ORGANIZATIONS DESIGNATED AS NAMED
INSUREDS
The following person(s) or organization(s) are added to the Declarations as Named Insureds:
KOSMONT & ASSOCIATES, INC. DBA KOSMONT COMPANIES
KOSMONT REAL ESTATE SERVICES DBA KOSMONT REALTY
KOSMONT TRANSACTIONS SERVICES, INC.
KOSMONT REALTY CORPORATION
KOSMONT OPERATIONS & OPPORTUNITY LOCATORS, INC.
KIMCO URBANFLEX INVESTMENTS
URBANFLEX INVESTMENTS, LLC
SOUTHERN CALIFORNIA REGIONAL CENTER, LLC DBA CALIFORNIA GOLDEN FUND KOSMONT TRANSACTION SERVICES, INC., DBA KOSMONT MUNICIPAL TREASURY
CONSULTING
Form SS 12 35 03 12 SEQ. NO. 006 Page 001
Process Date: 04/07/22 Expiration Date: 06/27/23
© 2012, The Hartford
AC Ro 0® CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
03/07/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of stch endorsement(s).
PRODUCER
K T L Business Insurance Services, Inc.
322 8th Street Suite # 101
Del Mar CA 92014
CONTACT
�pIIF•
PHONE
(A/C, No. Ext):
ADDRESS
Agency Lic#: CA # OD86601 INSURER A:
INSURED INSURER B:
KOSMONT TRANSACTIONS SERVICES, INC. INSURER C:
DBA KOSMONT MUNICIPAL TREASURY CONSULTING
1601 NORTH SEPULVEDA BLVD # 382 INSURER D:
MANHATTAN BEACH CA 90266 INSURER E:
COVERAGES
INSURER F:
K T L Business Insurance Services, Inc.
(858) 350-0555
[email protected]
INSURER(S) AFFORDING COVERAGE
UNDERWRITERS AT LLOYDS
CERTIFICATE NUMBER: 95022 REVISION NUMBER:
FAX
(A/C, No): (858) 350-0556
NAIC #
15792
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
TYPE OF INSURANCE
LTR INSRD WVD POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
PRO- PRODUCTS-COMP/OP AGG
POLICY JECT LOC
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
- OWNED - SCHEDULED BODILY INJURY (Per accident) $
— AUTOS ONLY _ AUTOS
HIRED NON -OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
DEDI (RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/NI
N/A
EACH OCCURRENCE
AGGREGATE
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT $
E.L. DISEASE -EA EMPLOYEE $
E.L. DISEASE -POLICY LIMIT $
A PROFESSIONAL LIABILITY 0000-00286379D 05/24/22 05/24/23 AGGREGATE
EACH CLAIM
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
PROOF OF COVERAGES ONLY
CERTIFICATE HOLDER CANCELLATION
THE CITY OF PLACENTIA A MUNICIPAL CORPORATION
AND CHARTER CITY
401 EAST CHAPMAN
PLACENTIA, CA 92870
$2,000,000
$1,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
Attention: Kevin LevineLic # 0834847
ACORD 25 (2016/03) Certificate # 95022 © 1988-2015 ACORD CORPORATION. All right reserved.
The ACORD name and logo are registered marks of ACORD
AC Ro 0® CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
05/19/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of stch endorsement(sl.
PRODUCER
K T L Business Insurance Services, Inc.
322 8th Street Suite # 101
Del Mar CA 92014
CONTACT
�pIIF•
PHONE
(A/C, No. Ext):
ADDRESS
Agency Lic#: CA # OD86601 INSURER A:
INSURED INSURER B:
KOSMONT TRANSACTIONS SERVICES, INC. INSURER C:
DBA KOSMONT MUNICIPAL TREASURY CONSULTING
1601 NORTH SEPULVEDA BLVD # 382 INSURER D:
MANHATTAN BEACH CA 90266 INSURER E:
COVERAGES
INSURER F:
K T L Business Insurance Services, Inc.
(858) 350-0555
[email protected]
INSURER(S) AFFORDING COVERAGE
UNDERWRITERS AT LLOYDS
CERTIFICATE NUMBER: 95704 REVISION NUMBER:
FAX
(A/C, No): (858) 350-0556
NAIC #
15792
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL SUBR POLICY EFF POLICY EXP
TYPE OF INSURANCE
LTR INSRD WVD POLICY NUMBER DATE (MM/DD/YY) DATE (MM/DD/YY) LIMITS
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE OCCUR
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurence)
MED EXP (Any one person)
PERSONAL & ADV INJURY
GEN L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
PRO- PRODUCTS-COMP/OP AGG
POLICY JECT LOC
OTHER:
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
(Ea accident) $
ANY AUTO BODILY INJURY (Per person) $
- OWNED - SCHEDULED BODILY INJURY (Per accident) $
— AUTOS ONLY _ AUTOS
HIRED NON -OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY (Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
DEDI (RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
Y/NI
N/A
EACH OCCURRENCE
AGGREGATE
PER
STATUTE
OTH-
ER
E.L. EACH ACCIDENT $
E.L. DISEASE -EA EMPLOYEE $
E.L. DISEASE -POLICY LIMIT $
A PROFESSIONAL LIABILITY 0000-00286379E 05/24/23 05/24/24 AGGREGATE
EACH CLAIM
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
PROOF OF COVERAGES ONLY
CERTIFICATE HOLDER CANCELLATION
THE CITY OF PLACENTIA A MUNICIPAL CORPORATION
AND CHARTER CITY
401 EAST CHAPMAN
PLACENTIA, CA 92870
$2,000,000
$1,000,000
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
Attention: Kevin LevineLic # 0834847
ACORD 25 (2016/03) Certificate # 95704 © 1988-2015 ACORD CORPORATION. All right reserved.
The ACORD name and logo are registered marks of ACORD