Agenda Item No: 1.g
PLACENTIA CITY COUNCIL AGENDA REPORT
Meeting Date: February 3, 2026
Submitted by: Jeannette Ortega
From: Administrative Services
Subject:
PROFESSIONAL SERVICES AGREEMENT FOR INDEPENDENT REGISTERED MUNICIPAL ADVISOR FOR THE INFRASTRUCTURE FINANCING PLAN (“IFP”) FOR THE PLACENTIA ENHANCED INFRASTRUCTURE FINANCING DISTRICT (“PLACENTIA EIFD”)
Financial Impact:
Fiscal Impact:
EXPENSE: $50,000
BUDGETED: $50,000 EIFD ACCOUNT (206-90300-9600)
Summary:
On June 18, 2019, the City Council approved Resolution No. R-2019-28, approving the Infrastructure Financing Plan (“IFP”) for the EIFD. The IFP specifically defines the boundaries of the EIFD, identifies the public infrastructure improvements, and the financial analysis of expected tax increment over the life of the EIFD to allow for the issuance of bonds to pay for the identified public infrastructure improvements.
On July 30, 2019, the Placentia EIFD PFA approved Resolution No. PFA-2019-01, approving the IFP for the Placentia EIFD and the allocation of the City’s incremental tax revenue from the project area pursuant to Government Code Section 53398.75 et seq.
On March 5, 2024, the City Council adopted a resolution approving the amended Infrastructure Financing Plan (“IFP”) for the EIFD as a result of increased construction costs, interest rates, and inflation. The County Board of Supervisors, at their Board meeting on March 12, 2024, unanimously approved a resolution to amend the Infrastructure Financing Plan for the City of Placentia EIFD. The amended IFP was approved by the Placentia EIFD Public Financing Authority on April 9, 2024, and May 14, 2024, respectively.
This action approves a Professional Services Agreement with Kosmont Financial Services, Inc. (“KFS”) to serve as the City’s Independent Registered Municipal Advisor for the issuance of securities (including bonds, notes, and private placement loans) on behalf of the Placentia EIFD. Fees for KFS’s professional, transaction-based services related to the issuance of securities will be paid from tax increment revenues collected by the Placentia EIFD. Any additional closing costs or final financial analysis expenses will be payable from proceeds 1 generated upon the successful closing of a securities issuance.
Recommendation:
Recommended Action: It is recommended that the City Council:
1. Award a Professional Services Agreement with Kosmont Transactions Services, Inc.; and
2. Authorize the City Administrator, and/or her designee, to execute all documents necessary, substantially in a form approved by the City Attorney.
Strategic Plan Statement:
This item is consistent with the City Council approved Five Year Strategic Goal 3: Promote Community and Economic Development, under Objective 3.4: Complete Financing Structure for Old Town EIFD.
Discussion:
EIFDs provide an opportunity for agencies to issue bonds for an array of public infrastructure projects as well as supporting economic development efforts in specific areas. The area of particular interest to Placentia is the infrastructure needed in and around Old Town Placentia.
This area will require a significant investment of public infrastructure in order to attract developers to the area while improving the City’s housing stock and retail opportunities for the public. Land use designations in the area include residential, commercial, industrial, open space and parks. The EIFD area contains over 300 acres, which is approximately 7.1% of the City’s total 4,243 acres.
Infrastructure Financing Plan
The IFP prepared by Kosmont Companies (“Kosmont”) for the Placentia EIFD includes TI revenue projections, a cap on the maximum TI revenue to be contributed to the EIFD by both the City and the County, bond authorization, a description of proposed facilities to be funded, a finding of communitywide significance, and a statement of the goals of the EIFD. The PFA is ultimately responsible for preparation and final adoption of an IFP for the Placentia EIFD. As a participating taxing entity of the Placentia EIFD, the County Board of Supervisors approved the IFP at their June 25, 2019, Board Meeting.
On July 30, 2019, the Placentia EIFD PFA adopted Resolution No. PFA-2019-01, approving the IFP for the Placentia EIFD and the allocation of the City’s TI revenue from the project area pursuant to Government Code Section 53398.75 et seq.
On March 5, 2024, the City Council adopted a resolution approving the amended Infrastructure Financing Plan (“IFP”) for the EIFD as a result of increased construction costs, interest rates, and inflation. The County Board of Supervisors, at their Board meeting on March 12, 2024, unanimously approved a resolution to amend the Infrastructure Financing Plan for the City of Placentia EIFD. The amended IFP was approved by the Placentia EIFD Public Financing Authority on April 9, 2024, and May 14, 2024, respectively.
The City’s contribution is approximately 50% of its share of property tax increment (~6.8 out of
13.6 cents on the dollar) within the district over the approximately 40-year district lifetime. The County’s contribution is approximately 50% of its share (~3.0 out of 5.9 cents) within the district boundary over the approximately 25-year district lifetime.
Independent Registered Municipal Advisors
2 KFS will serve as the Independent Registered Municipal Advisor (“IRMA”), as such term is defined by the Securities and Exchange Commission (“SEC”) and Municipal Securities Rulemaking Board (“MSRB”), to the City of Placentia (the “City”) for the issuance of securities (e.g. bonds, notes, private placement loans, etc.) for the Placentia EIFD.
The establishment of an IRMA relationship between KFS and the City authorizes KFS to provide the Placentia EIFD with advice regarding municipal securities. MSRB regulations impose fiduciary and loyalty obligations on IRMAs with regards to any advice an IRMA may provide to an issuer of municipal securities. KFS is required to act and provide advice in a manner that is in the City's best interests, not KFS or those of any other party. Per MSRB regulations, KFS may not dispense to the City any suggestions or recommendations related to municipal securities prior to the establishment in writing of an IRMA relationship. The Professional Services Agreement (Attachment 1) formally establishes the IRMA relationship and authorizes KFS to bring ideas and suggestions to the City related to any outstanding and/or contemplated issues of municipal securities.
IRMA activities covered by this Professional Services Agreement will likely include, but not necessarily be limited to, analysis and suggested courses of action related to the issuance of various types of bonds or other types of financing vehicles, the proceeds of which will be used to finance the acquisition and/or installation of the public infrastructure improvements and/or facilities as contemplated in the EIFD’s IFP.
Fiscal Impact Summary:
On June 30, 2025, the Placentia EIFD Public Financing Authority approved the FY 2024–25 Annual Report, which includes $50,000 for municipal advisory and consulting services.
Pursuant to the Professional Services Agreement with KFS, this $50,000 fee will be paid from tax increment revenues collected by the Placentia EIFD. Any additional costs incurred by KFS related to closing expenses and final analyses will be incorporated into the overall bond issuance structure and will be payable solely from the proceeds generated upon a successful, City-approved closing of a securities issuance (including bonds, notes, or private placement loans) for the Placentia EIFD.
Attachments
PSA Kosmont 1-29-2026 FINAL.pdf
Exhibit A KFS Placentia Proposal 2025.pdf
3 CITY OF PLACENTIA
PROFESSIONAL SERVICES AGREEMENT
WITH
KOSMONT FINANCIAL SERVICES
THIS AGREEMENT is made and entered into this 3rd day of February, 2026 (“Effective Date”), by and between the CITY OF PLACENTIA, a municipal corporation (“City”), and KOSMONT TRANSACTIONS SERVICES, INC., dba KOSMONT FINANCIAL SERVICES, a California Corporation (“Consultant”).
W I T N E S S E T H:
A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide professional municipal advisory and consulting services for the Placentia Enhance Infrastructure Financing District (EIFD), 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:
4 (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 warrants that it is not suspended or debarred from doing business with the United States government and can legally be paid from federal funds. 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.
1.8. Confidentiality. Employees of Consultant in the course of their duties may have 2 Kosmont Financial Services
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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 fifty thousand dollars ($50,000), unless authorized herein.
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. Such increase in additional fees shall be limited to 10% of the total contract sum. The City Administrator is authorized to approve a Change Order for such additional services. Where the original contract is $40,000.00 or less, City Council approval shall be required prior to any increase bringing the total compensation to more than $40,000.00.
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 6 4
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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 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 twenty-four (24) months, ending on February 3, 2028, 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 7 5
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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 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. Insurance. The Contractor and all subcontractors, if any, shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, insurance as set forth in Exhibit “B” attached hereto and incorporated herein by this reference.
Neither the City nor any of its officers, officials, 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. 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.
5.3. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages, as well as providing the City with the required endorsements, 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 “C” and incorporated herein by this reference.
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.
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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. Project Managers. 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:
Kosmont Financial Services
1601 N. Sepulveda Blvd. #382
Manhattan Beach, CA 90266
City of Placentia
401 E. Chapman Ave.
Placentia, CA 92870
Tel: (424) 297-1070 Tel: (714) 993-8117
Attn: Larry Kosmont, CEO Attn: Jennifer Lampman,
City Administrator
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 9 7
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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 protect, defend, indemnify, and hold free and harmless the City, its officers, officials, agents, employees, and volunteers, at Consultant’s sole expense, from and against any and all claims, liabilities, demands, actions, expenses, damages, suits, or other legal proceedings brought against the City, its officers, officials, agents, employees, and volunteers arising out of or in any way connected with the performance of the Consultant, its employees, and/or authorized subcontractors’ work undertaken pursuant to this Agreement including all acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of the Consultant, its employees and/or subcontractors. The defense obligation provided for hereunder shall apply without any advance showing of negligence, recklessness, or willful misconduct by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, recklessness, or willful misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its officers, officials, agents, employees, and volunteers 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, and whether or not there is any evidence of fault or wrongdoing by the Consultant, its employees and/or its subcontractors. 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 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, 10 8
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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 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 7920.000 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 7924.510, and 11 9
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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. Consultant’s duties and services under this Agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
Consultant’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Consultant shall cooperate with the public entity to ensure that all bidders for a subsequent contract on any subsequent phase of this project, if any, have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by Consultant pursuant to this Agreement.
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 benefit of City and Consultant and no other parties are intended to be direct or incidental 12 10
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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. Severability. 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.
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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.
CITY OF PLACENTIA,
A municipal corporation
Date:
Jennifer Lampman, City Administrator
ATTEST:
City Clerk and ex-officio Clerk
of the City of Placentia
CONSULTANT:
Date:
Signature
Larry Kosmont, President
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:
Christian L. Bettenhausen, City Attorney
APPROVED AS TO INSURANCE:
Date:
Cyndi Alvarenga, Risk Management
Date:
January 29, 2026
83-3489675
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APPROVED AS TO CONTENT:
Jeannette Ortega, Project Manager
DEPARTMENTAL APPROVAL:
Date:
Date:
Joseph Lambert, Director of Development Services
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EXHIBIT A
CONSULTANT’S PROPOSAL AND SCOPE OF WORK
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EXHIBIT B
INSURANCE REQUIREMENTS
A. Minimum Scope and Limits of Insurance
City reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance, including any extension thereof, of this Agreement.
Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement, including any extension thereof, all of the following minimum scope of insurance coverages:
1. Commercial General Liability Insurance
Broad-form commercial general liability, with coverage at least as broad as the most current version of ISO Commercial General Liability coverage form CG 00 01, in a form at least as broad as ISO form CG 00 01 04 13, and shall include insurance for premises and operations, products/completed operations, broad form property damage, contractual liability with respect to this contract, personal injury or bodily injury, and personal and advertising injury with a policy limit of not less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) general aggregate. The aggregate limit, encompassing the above coverage, shall apply separately to this project/location. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.
2. Business Automobile Liability Insurance
Business automobile liability for hired, leased, and non-owned vehicles at least as broad as the most current version of ISO Business Auto Coverage form CA 00 01, with a policy limit of not less than Two Million Dollars ($2,000,000.00) combined single limit per accident. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.
3. Workers’ Compensation and Employer’s Liability Insurance
To the extent Consultant has employees, Workers’ compensation insurance as required by the State of California and Employer’s Liability Insurance with a minimum limit of One Million Dollars ($1,000,000.00) 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, officials, 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.
By signing this Agreement, the Consultant acknowledges and agrees to the following:
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before 17 15
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commencing the performance of the work of this contract.
The Consultant shall also comply with Section 3800 of the Labor Code by securing, paying for, and maintaining in full force and effect for the duration of this Agreement, complete workers’ compensation insurance, and shall furnish a certificate of insurance to the Project Manager before execution of this Agreement by the City. The City, its officers, officials, agents, employees, and volunteers shall not be responsible for any claims in law or equity occasioned by failure of the Consultant to comply with this Section.
4. Professional Errors and Omissions (“E&O”) Liability Insurance
Professional errors and omissions (“E&O”) liability insurance appropriate to the Consultant’s profession, with limits of not less than Two Million Dollars ($2,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) aggregate. The retroactive date must be shown and must be before the date of the contract or the beginning of contract work. Insurance must be maintained and evidence of insurance must be provided for at least four (4) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the contract effective date, the Consultant must purchase “extended reporting coverage” for a minimum of four (4) years after completion of contract work. A copy of the claims reporting requirements must be submitted to the Project Manager for review. If Consultant maintains higher limits than the specified minimum limits, City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.
5. Standards for Insurance Companies
All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commission to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide.
B. Documentation and Other Provisions
1. The commercial general liability insurance policy and business automobile liability policy shall be endorsed to contain the following: The City of Placentia, its officers, officials, agents, employees, and volunteers are additional 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; and automobiles owned, leased, hired, or borrowed by the Consultant. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance at least as broad as one of the following ISO ongoing operations forms: CG 20 10 or CG 20 26 or CG 20 33 (not allowed from subcontractors), or CG 20 38; and one of the following ISO completed operations forms: CG 20 37, 2039 (not allowed from subcontractors), or CG 20 40.
2. Said policies shall not terminate, nor shall they be cancelled or coverage reduced, without at least thirty (30) days’ written notice to the City. 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 cancelled policy or reduction in the required coverage limits, the City may procure such insurance at Consultant’s sole cost and expense.
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3. The Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 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.
4. 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.
5. Defense fees and costs shall not deplete the limits of any insurance provided under this Agreement, except as E&O policies wherein Consultant represents that the amount the E&O policy has depleted as of the date of the Agreement is _______. Consultant shall provide notice to the City in writing when the aggregate limits of any insurance has been depleted by more than 10% regardless of the claimant or basis for the expenditures. From the date of the Agreement continuing for three (3) years after completion of the subject project, Consultant shall provide notice to the City if any claimant depletes the aggregate for any amount, and Consultant shall provide bi-monthly updates to the City as to the remaining amount of the aggregate. If the aggregate is depleted by more than ________, the City may demand that Consultant obtain excess or umbrella insurance over its E&O insurance, or supplemental E&O insurance, for an amount to be set by the City but shall not exceed the limits sets forth in Section A.4.
6. 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.
7. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure the City is an additional insured on insurance required from subcontractors.
8. Consultant agrees to waive, and to obtain endorsements from insurers waiving, subrogation rights against the City, its officers, officials, 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 insurance policies.
9. Coverage shall be on a standard occurrence form. Claims-made forms are not acceptable, except under the Professional Errors & Omissions (“E&O”) Liability policy. Modified, limited, or restricted occurrence forms are not acceptable.
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EXHIBIT C
CERTIFICATES OF INSURANCE AND ENDORSEMENTS
AWAITING INSURANCE DOCUMENTS FROM CONSULTANT’S BROKER
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Mailing Address: 1601 N Sepulveda Blvd, #382 (424) 297-1073 Physical Address: 2301 Rosecrans Avenue Manhattan Beach, CA 90266 www.KosmontFinancial.com Suite 4140, El Segundo, CA 90245 Kosmont Financial Services is an Independent Registered Municipal Advisor with the SEC and the MSRB.
October 14, 2025
Jennifer Lampman
City Administrator
City of Placentia
401 E. Chapman Ave.
Placentia, CA 92870
Re: Proposal for Services for Municipal Advisory and Consulting Services Enhanced Infrastructure Financing District (EIFD)
Dear Ms. Lampman,
Kosmont Transactions Services, Inc. doing business as Kosmont Financial Services (KFS) (“Consultant” or “KFS”) is pleased to present this proposal to provide Municipal Advisory and Consulting Services to the City of Placentia (Client”) related to the establishment, amendment and utilization of the Placentia Enhanced Infrastructure Financing District (“EIFD”). Consultant is an Independent Registered Municipal Advisor (“IRMA”) with the U.S. Securities and Exchange Commission (“SEC”) and the Municipal Securities Rulemaking Board (“MSRB”).
This proposal serves as an Agreement when executed and returned by Client to Consultant.
I. BACKGROUND AND OBJECTIVE
Client established its EIFD in 2019 with Consultant’s assistance and has since advanced the program through subsequent approvals and implementation steps. Since 2021, Consultant has provided ongoing municipal advisory and consulting services to support the EIFD, including financial analyses, cash flow modeling, negotiations with the County of Orange, and preparation for bond financing.
Client now seeks to update and continue its EIFD program to support priority public improvements, including streetscape, infrastructure, and related capital projects. To accomplish this, Client desires to retain Consultant as Municipal Advisor and Consultant to both document past advisory work and provide continued services through the completion of the EIFD’s first bond issuance.
II. SCOPE OF SERVICES
Approach to Tasks: The prospective assignment and consulting services that Consultant will provide will be of a relatively limited scope and duration, and advisory in nature. Consultant will be making recommendations only, which advise the Client and jurisdictions, including their elected officials, appointed officials, and staff, which they can accept or reject. None of Consultant’s staff will act in a 21 City of Placentia
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capacity as an elected official, nor as an appointed official, nor as staff, nor as serving in a "designated" position.
Consultant proposes the following scope of work to assist Client in updating and continuing its Enhanced Infrastructure Financing District (“EIFD”) to facilitate priority public improvements and support successful project delivery within the District.
Task 1: EIFD Updates and Initial Financing Underwriting Analysis KFS will document prior advisory activities for the Placentia EIFD, including meetings with City staff, the Public Financing Authority (PFA) Board, City Council, preparation of over 100 cash flow models and financial analyses, coordination and negotiations with the County of Orange, management of the underwriter RFP process, and other general municipal advisory activities.
Task 2: Ongoing Municipal Advisory / EIFD Debt Issuance KFS will continue to provide municipal advisory services in support of the Placentia EIFD bond issuance.
This includes coordination with City staff and the PFA Board, updates and refinements to financial analyses and cash flow models, assistance with required communications and documentation related to the financing process, and other municipal advisory services requested by the City to facilitate completion of the bond issuance.
III. SCHEDULE AND REQUIRED DATA
Consultant is prepared to commence work upon receipt of an executed Agreement. Client will provide Consultant with project data requested by Consultant, such as financial reports and any other documentation relevant to potential EIFD debt issuance.
IV. COMPENSATION
Compensation for Tasks will be a flat fee of $50,000. Compensation for Task 2 will be based on hours spent at Consultant’s billing rates as shown on Attachment A. Future increases in budget will require approval by Client in advance. Budget may be increased by Client at any time.
Full payment must be received by Consultant before the final written summary or report of Consultant’s findings is released to Client.
Consultant is prepared to commence work upon receipt of executed Agreement.
Consultant anticipates a single consolidated round of Client comments and revisions on draft work product before Consultant 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, 22 City of Placentia
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other), as requested by Client is in addition to compensation for Tasks 1 through 2 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.
Consultant will also include in each invoice an administrative services fee to cover in-house copy, fax, telephone and postage costs equal to four percent (4.0%) of Consultant’s monthly professional service fees incurred. Any unpaid invoices after 30 days shall accrue interest at the rate of 10% per annum.
For the convenience of Consultant’s clients, we offer a secure credit card payment service. The credit card payment link is: https://kosmont.paidyet.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.paidyet.com) , or
2. Call Consultant's accounting desk (424) 297-1072 to make a credit card payment
V. INFORMATION RELATED TO THE ESTABLISHMENT OF AN INDEPENDENT REGISTERED
MUNICIPAL ADVISORY RELATIONSHIP AND OTHER DISCLOSURES
Duties and Responsibilities of KFS
As an IRMA, KFS has a duty of care and loyalty to Client and has a fiduciary obligation to provide advice and conduct Municipal Advisory Activities in a manner that is in Client’s best interests, not ours or those of any other party.
Disclosure of Material Conflicts
Circumstances when payment of KFS’s professional fees is contingent upon a successful closing of any financing present an unavoidable conflict related to KFS advising Client whether to proceed with such a financing. Receiving compensation upon a successful closing is an industry standard. KFS is accustomed and willing to work “at risk” when required and believes this conflict can and will be properly managed and mitigated, as is the case with other engagements KFS regularly undertakes. This conflict is naturally removed when KFS’s compensation is based solely on an hourly (time and materials) basis.
KFS is not aware of any other conflicts that currently exist or that may come to exist by engaging in Municipal Advisory Activities with Client.
Other than as stated above, KFS is not aware of any other conflicts that currently exist or that may come to exist by engaging in Municipal Advisory Activities with Client.
Disclosure of Legal or Disciplinary Events
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Neither KFS, its principles, nor its Municipal Advisor Professionals assigned to Client have ever been the subject of any legal or disciplinary actions or events that may be material to Client’s evaluation of KFS or the integrity of our management or personnel.
Termination of IRMA Relationship
Each of Client and KFS is free to terminate this IRMA relationship at any time by giving notice to the other party. While Client may ultimately undertake the issuance of municipal securities, such event will not necessarily trigger an automatic termination of the IRMA relationship that KFS has with Client. It is presently anticipated that KFS will continue to perform municipal advisory activities for Client at Client’s pleasure and on an ongoing basis.
Compensation for Possible Future Real Estate Evaluation or Brokerage Services The following is being provided solely as an advance disclosure of real estate brokerage services and potential compensation for such services. This disclosure is not intended to commit the Client.
When assignments involve real estate/property brokerage services, such transaction-based services are typically provided by Kosmont Real Estate Services, Inc. doing business as Kosmont Realty (“KR”). KR is licensed by the State of California Department of Real Estate (License# 02058445). Compensation to KR is typically paid through commissions for property sale transactions, lease transactions and success/broker fees. KR also provides Broker Opinions of Value (“BOV”) services on a fixed fee basis.
VI. Other Provisions
A. Termination. Client or Consultant shall have the right to terminate this Agreement at any time upon written notification to the other party. Payment for fees accrued through the date of termination shall be remitted in full.
B. Arbitration. Any controversy or claim arising out of or in relation to this Agreement, or the making, performance, interpretation or breach thereof, shall be settled by arbitration at JAMS in Los Angeles, California. Each of the parties to such arbitration proceeding shall be entitled to take up to five depositions with document requests. The provisions of Section 1283.05 (except subdivision (e) thereof) of the California Code of Civil Procedure are incorporated by reference herein, except to the extent they conflict with this Agreement, in which case this Agreement is controlling. If the matter is heard by only one arbitrator, such arbitrator shall be a member of the State Bar of California or a retired judge. If the matter is heard by an arbitration panel, at least one member of such panel shall be a member of the State Bar of California or a retired judge. The arbitrator or arbitrators shall decide all questions of law, and all mixed questions of law and fact, in accordance with the substantive law of the State of California to the end that all rights and defenses which either party may have asserted in a court of competent jurisdiction shall be fully available to such party in the arbitration proceeding contemplated hereby. The arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of law with the delivery of the arbitration award. Judgment upon the award rendered shall be final and non-appealable and may be entered in any court having jurisdiction.
C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising out of an alleged breach of this Agreement, the party prevailing in such legal action, arbitration, or proceeding shall be 24 City of Placentia
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entitled to recover reasonable attorneys' fees, expenses and costs, as well as all actual attorneys' fees, expenses and cost incurred in enforcing any judgment entered.
D. Authority. Each of the parties executing this Agreement warrants that persons duly authorized to bind each such party to its terms have executed 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 final, complete and exclusive agreement between the parties relating to the transactions contemplated hereby and any and all prior discussions, negotiations, commitments and understanding, whether written or oral, related hereto are superseded hereby. No addition or modification of any term or provision of this Agreement shall be effective unless set forth in writing signed by both parties. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver of such provisions unless otherwise expressly provided. Each party to this Agreement has participated in its drafting and, therefore, ambiguities in this Agreement will not be construed against any party to this Agreement.
I. Severability. If any term or provision of this Agreement shall be deemed invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and in force to the fullest extent permitted by law.
J. Notices. All notices, requests, demands and other communications which may be required under this Agreement shall be in writing and shall be deemed to have been received when transmitted; if personally delivered, or transmitted by telecopier, electronic, or other digital transmission method, upon transmission; if sent by next day delivery to a domestic address by a recognized overnight delivery service (e.g., FedEx), 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.
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M. Confidentiality. Each of the parties agrees not to disclose this Agreement or any information concerning this Agreement to any persons or entities, other than to their attorneys and accountants, or as otherwise may be required by law.
N. Counterparts. This Agreement may be executed in one or more counterparts, each of which constitutes an original, and all of which together constitute one and the same instrument. The signature of any person on a telecopy of this Agreement, or any notice, action or consent taken pursuant to this Agreement, shall have the same full force and effect as such person's original signature.
O. Disclaimer. Consultant’s financial analysis activities and work product, which may include but is not limited to pro forma analysis and tax projections, are projections only. Actual results may differ materially from those expressed in any analysis performed by consultant due to the integrity of data received, market conditions, economic events and conditions, and a variety of other 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 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 of compensation Consultant has received from Client.
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.
[signature page follows]
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VII. ACCEPTANCE AND AUTHORIZATION
If this Agreement is acceptable to Client, please execute two copies of the Agreement and return both originals to KFS. Upon receipt of both signed contracts, we will return one fully executed original for your files. KFS will commence work upon receipt of executed Agreement.
Read, understood, and agreed to this
____ Day of ________________, 2025.
City of Placentia Kosmont Transactions Services, Inc. dba Kosmont Financial Services
By: _________________________ By: _________________________ (Signature) (Signature)
Name: __________________________ Name: Larry J. Kosmont, CRE® (Print Name)
Its: _________________________ Its: President
(Title)
27 Kosmont Financial Services
Mailing Address: 1601 N Sepulveda Blvd, #382 (424) 297-1073 Physical Address: 2301 Rosecrans Avenue Manhattan Beach, CA 90266 www.KosmontFinancial.com Suite 4140, El Segundo, CA 90245 Kosmont Financial Services is an Independent Registered Municipal Advisor with the SEC and the MSRB.
ATTACHMENT A
Kosmont Financial Services
2025 Public Agency Fee Schedule
Professional Services
President & CEO $525.00/hour
Sr. Managing Director / Sr. Vice President / Senior Advisor $395.00/hour Vice President / Managing Director $295.00/hour
Senior Project Analyst $205.00/hour
Project Analyst / Project Research $195.00/hour
Assistant Project Analyst / Assistant Project Manager $165.00/hour Project Promotion/Graphics/GIS Mapping Services $ 95.00/hour Clerical Support $ 80.00/hour
• Additional Expenses
In addition to professional services (labor fees):
1) An administrative fee for in-house copy, fax, phone, postage costs, digital/technological support and related administrative expenses will be charged, which will be computed at four percent (4.0 %) of monthly Kosmont Financial Services professional service fees incurred; plus 2) Out-of-pocket expenditures, such as travel and mileage, professional printing, and delivery charges for messenger and overnight packages will be charged at cost. 3) Project/Market data sources for support of evaluation and analysis e.g., ESRI, Placer.ai, CoStar/STR, IMPLAN, ParcelQuest, Refinitiv and other based on quoted project cost. 4) 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. 5) 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 Effective until December 31, 2025. For and during the term of the subject Agreement, the above referenced rates in each category will be increased, effective January 1, 2026, and annually thereafter, to reflect the adjustment in the CPI (U.S. Dept. of Labor, Bureau of Labor Statistics) All Cities Average Consumer Price Index for the prior year. As an example, the US City Average Consumer Price Index (CPI-U) for January 2025 was 317.671, representing a change of 3.0 percent over the index for January 2024. 28