HomeMy WebLinkAboutAGENDA REPORT 2019 1204 REG CCSA ITEM 10ECITY OF MOORPARK, CALIFORNIA
City Council Meeting
of December 04, 2019
ACTION Approved staff recommendation,
including adoption of Resolution No. 2019-
3864, as amended.
BY B.Garza.
E. Consider Agreement with Kosmont Real Estate Services dba Kosmont Realty for
Real Estate Advisory and Brokerage Services and Resolution Amending Fiscal
Year 2019/20 Budget by Appropriating $29,000 from the General Fund (1000)
and City Affordable Housing Fund (2121) for Real Estate Advisory Services. Staff
Recommendation: 1) Approve Agreement with Kosmont Realty Services, Inc. for
real estate advisory and brokerage services, and authorize the City Manager to
sign the Agreement subject to final language approval of the City Manager; and
2) Adopt Resolution No. 2019-3864 amending the Fiscal Year 2019/20 budget in
the amount of $29,000 from the General Fund (1000) and City Affordable
Housing Fund (2121) to fund real estate advisory services. ROLL CALL VOTE
REQUIRED (Staff: Jessica Sandifer)
Item: 10.E.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Jessica Sandifer, Community Services Manager
DATE: 12/04/2019 Regular Meeting
SUBJECT: Consider Agreement with Kosmont Real Estate Services dba
Kosmont Realty for Real Estate Advisory and Brokerage Services
and Resolution Amending Fiscal Year 2019/20 Budget by
Appropriating $29,000 from the General Fund (1000) and City
Affordable Housing Fund (2121) for Real Estate Advisory Services
BACKGROUND
On February 1, 2012, the Redevelopment Agency of the City of Moorpark was dissolved
when the California Supreme Court upheld and modified AB X1 26 (the ”Dissolution
Act”). The City of Moorpark elected to become the Successor Agency to the
Redevelopment Agency of the City of Moorpark (Successor Agency). One of the many
requirements of the Dissolution Act was the adoption of a Long Range Property
Management Plan (LRPMP). The LRPMP outlined which of the former Redevelopment
Agency properties would be retained by the City and which properties would be sold by
the Successor Agency and the manner in which they would be sold. The Successor
Agency LRPMP was approved by the State Department of Finance (DOF) on February
15, 2015. Of the seventeen properties listed on the LRPMP, five were designated for
disposition and listed as “retain for future development”. The five properties are 192
High Street (Granary Site), 467 High Street, 347 Moorpark Avenue, 500 Los Angeles
Avenue, and Princeton Avenue lots (just east of Caltrans Freeway overpass). In
addition, the City has a number of housing assets that need to be disposed of prior to
August 12, 2022, which is the extended deadline established in Redevelopment
Dissolution law for disposal of Successor Housing Agency properties.
DISCUSSION
Since 2015, the City has been looking for development partners to develop projects on
the five LRPMP properties and on the housing parcels. To date, four of the housing
asset properties have been sold and were developed as part of the Walnut Street
Item: 10.E.
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apartments project. Currently two of the five LRPMP properties, 192 High Street and
467 High Street, are encumbered with Exclusive Negotiation Agreements, while
potential development partners explore possible commercial developments for them.
For the third property, 500 Los Angeles Avenue, staff is currently in discussions with the
tenant regarding the purchase of the property. Other attempts to locate appropriate
development partners on the remaining properties have not been successful.
In order to dispose of the properties, staff is proposing to contract with Kosmont Real
Estate Services (Kosmont) to provide pre-sale real estate advisory/due diligence
services for the remaining LRPMP properties and the Housing Assets, which will include
an initial market research/analysis based on City input and consideration of property
location and size. After this research is concluded and parameters are set, Kosmont
would then market the properties to appropriate development partners that are likely to
produce projects and redevelopment of the LRPMP sites, and provide additional
housing units on the Housing Asset sites.
Kosmont has extensive knowledge of redevelopment dissolution law and property
disposition issues, including working with oversight boards and DOF; and has the
necessary resources and experience to guide us through this process. The fee for the
pre-sale real estate advisory services is $24,000 based on time and materials which
would be paid directly to Kosmont by the City. There is also a reimbursable allowance
of $2,500 and a contingency of $2,500 for a total contract value of $29,000. The
brokerage services are proposed at 6% of the gross sales price of the property, or
another percentage as negotiated between the City, Kosmont and the potential buyer.
Fees for brokerage services will be paid out of the proceeds of the sale of each
property.
FISCAL IMPACT
Funds for the pre-sale real estate services have not been budgeted in the fiscal year
(FY) 2019/20 budget. Staff is requesting an aggregate budget amendment of $29,000;
$17,400 from the General Fund (1000) for the LRPMP Properties and $11,600 from the
City Affordable Housing Fund (2121) for the housing asset properties for these services.
COUNCIL GOAL COMPLIANCE
This action is consistent with City Council Strategy 1, Goal 3, Objective 1 (1.3.1):
“Dispose of applicable former Moorpark Redevelopment Agency owned properties.”
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STAFF RECOMMENDATION (ROLL CALL VOTE REQUIRED)
1. Approve Agreement with Kosmont Realty Services, Inc. for real estate advisory
and brokerage services, and authorize the City Manager to sign the Agreement,
subject to final language approval of the City Manager; and
2. Adopt Resolution No. 2019-______ amending the Fiscal Year 2019/20 budget in
the amount of $29,000 from the General Fund (1000) and City Affordable
Housing Fund (2121) to fund real estate advisory services.
Attachment 1: Agreement
Attachment 2: Draft Resolution No. 2019-_____
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ATTACHMENT 1
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MOORPARK AND
KOSMONT REAL ESTATE SERVICES DBA KOSMONT REALTY FOR
REAL ESTATE ADVISORY AND BROKERAGE SERVICES
THIS AGREEMENT, made and effective as of this _____ day of
________________________, 2019, between the City of Moorpark, a municipal corporation
(“City”) and Kosmont Real Estate Services dba Kosmont Realty, a corporation,
(“Consultant”). In consideration of the mutual covenants and conditions set forth herein,
the parties agree as follows:
WHEREAS, City has the need for real estate advisory and brokerage services;
and
WHEREAS, Consultant specializes in providing such services and has the proper
work experience, certifications, and background to carry out the duties involved; and
WHEREAS, Consultant has submitted to City a Proposal dated October 2, 2019,
which is attached hereto as Exhibit C.
NOW, THEREFORE, in consideration of the mutual covenants, benefits, and
premises herein stated, the parties hereto agree as follows:
1. TERM
The term of this Agreement shall be from the date of execution to completion of
the tasks, unless this Agreement is terminated or suspended pursuant to this
Agreement.
2. SCOPE OF SERVICES
City does hereby retain Consultant, as an independent contractor, in a
contractual capacity to provide real estate advisory and brokerage services, as set forth
in Exhibit C. In the event there is a conflict between the provisions of Exhibit C and this
Agreement, the language contained in this Agreement shall take precedence.
Consultant shall perform the tasks described and set forth in Exhibit C.
Compensation for the services to be performed by Consultant shall be in
accordance with Exhibit C. Compensation shall not exceed the rates or total contract
value twenty-four thousand dollars ($24,000) as stated in Exhibit C for tasks 1 to 3, plus
a reimbursable allowance of two thousand five hundred dollars ($2,500) and a
contingency amount of two thousand five hundred dollars ($2,500) for a total contract
amount of twenty-nine thousand dollars ($29,000), without a written Amendment to the
Agreement executed by both parties. Payment by City to Consultant shall be in
accordance with the provisions of this Agreement.
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3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Consultant
shall employ, at a minimum, generally accepted standards and practices utilized by
persons engaged in providing similar services as are required of Consultant hereunder
in meeting its obligations under this Agreement.
4. MANAGEMENT
The individual directly responsible for Consultant’s overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Consultant shall be Larry Kosmont, and no other individual may be substituted
without the prior written approval of the City Manager.
The City’s contact person in charge of administration of this Agreement, and to
serve as principal liaison between Consultant and City, shall be the City Manager or the
City Manager’s designee.
5. PAYMENT
Taxpayer ID or Social Security numbers must be provided by Consultant on an
IRS W -9 form before payments may be made by City to Consultant.
The City agrees to pay Consultant monthly, in accordance with the payment
rates and terms and the schedule of payment as set forth in Exhibit C, based upon
actual time spent on the above tasks. This amount shall not exceed twenty-four
thousand dollars ($24,000) as stated in Exhibit C for tasks 1 to 3, plus a reimbursable
allowance of two thousand five hundred dollars ($2,500) and a contingency amount of
two thousand five hundred dollars ($2,500) for a total contract amount of twenty-nine
thousand dollars ($29,000) for the total term of the Agreement unless additional
payment is approved as provided in this Agreement.
Consultant shall not be compensated for any services rendered in connection
with its performance of this Agreement, which are in addition to those set forth herein,
unless such additional services and compensation are authorized, in advance, in a
written amendment to this Agreement executed by both parties. The City Manager, if
authorized by City Council, may approve additional work not to exceed ten percent
(10%) of the amount of the Agreement.
Consultant shall submit invoices monthly for actual services performed. Invoices
shall be submitted on or about the first business day of each month, or as soon
thereafter as practical, for services provided in the previous month. Payment shall be
made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any
expense or reimbursable cost appearing on any invoice shall be accompanied by a
receipt or other documentation subject to approval of the City Manager or the City
Manager’s designee. If the City disputes any of Consultant’s fees or expenses, City
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shall give written notice to Consultant within thirty (30) days of receipt of any disputed
fees set forth on the invoice.
6. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend, or
terminate this Agreement, or any portion hereof, by serving upon the Consultant at least
ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement, such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
The Consultant may terminate this Agreement only by providing City with written
notice no less than thirty (30) days in advance of such termination.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Consultant the actual value of the work performed up to the time of
termination or suspension, provided that the work performed is of value to the City.
Upon termination or suspension of the Agreement pursuant to this Section, the
Consultant will submit an invoice to the City pursuant to this Agreement.
7. DEFAULT OF CONSULTANT
The Consultant’s failure to comply with the provisions of this Agreement shall
constitute a default. In the event that Consultant is in default for cause under the terms
of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate or
suspend this Agreement immediately by written notice to the Consultant. If such failure
by the Consultant to make progress in the performance of work hereunder arises out of
causes beyond the Consultant’s control, and without fault or negligence of the
Consultant, it shall not be considered a default.
If the City Manager or his/her designee determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have thirty (30) days after service upon it of said notice 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.
8. LIQUIDATED DAMAGES
There are no liquidated damages under this Agreement.
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9. OWNERSHIP OF DOCUMENTS
Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of City or the City’s designees at reasonable times to
such books and records; shall give the City the right to examine and audit said books
and records; shall permit City to make transcripts therefrom as necessary; and shall
allow inspection of all work, data, documents, proceedings, and activities related to this
Agreement. Notification of audit shall be provided at least thirty (30) days before any
such audit is conducted. Such records, together with supporting documents, shall be
maintained for a period of three (3) years after receipt of final payment.
Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer
files, surveys, notes, and other documents prepared in the course of providing the
services to be performed pursuant to this Agreement shall become the sole property of
the City and may be used, reused, or otherwise disposed of by the City without the
permission of the Consultant. With respect to computer files, Consultant shall make
available to the City, at the Consultant’s office and upon reasonable written request by
the City, the necessary computer software and hardware for purposes of accessing,
compiling, transferring, and printing computer files.
10. INDEMNIFICATION AND HOLD HARMLESS
Indemnity for professional liability: When the law establishes a professional
standard of care for Consultant’s Services, to the fullest extent permitted by law,
Consultant shall indemnify, protect, defend and hold harmless City and any and all of its
officials, employees, and agents (“Indemnified Parties”) from and against any and all
losses, liabilities, damages, costs and expenses, including legal counsels’ fees and
costs to the extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Consultant, its officers, agents, employees or subconsultants (or
any agency or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this Agreement.
Indemnity for other than professional liability: Other than in the performance of
professional services and to the full extent permitted by law, Consultant shall indemnify,
protect, defend and hold harmless City, and any and all of its officials, employees, and
agents from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened, including legal
counsels’ fees and costs, court costs, interest, defense costs, and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
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or agency for which Consultant is legally liable, including but not limited to officers,
agents, employees or subcontractors of Consultant.
Consultant agrees to obtain executed indemnity agreements with provisions
identical to those set forth here in this Section from each and every subcontractor, or
any other person or entity involved by, for, with, or on behalf of Consultant in the
performance of this Agreement. In the event Consultant fails to obtain such indemnity
obligations from others as required here, Consultant agrees to be fully responsible
according to the terms of this Section. Failure of City to monitor compliance with these
requirements imposes no additional obligations on City and will in no way act as a
waiver of any rights hereunder. This obligation to indemnify and defend City as set forth
here is binding on the successors, assigns, or heirs of Consultant and shall survive the
termination of this Agreement or this Section, for a period not to exceed twenty-four (24)
months.
City does not and shall not waive any rights that it may have against Consultant
by reason of this Section, because of the acceptance by City, or the deposit with City, of
any insurance policy or certificate required pursuant to this Agreement. The hold
harmless and indemnification provisions shall apply up to the limits of the required
insurance.
11. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit A attached hereto and
incorporated herein by this reference as though set forth in full.
12. INDEPENDENT CONSULTANT
Consultant is and shall at all times remain as to the City a wholly independent
Contractor. The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant’s exclusive direction and control.
Neither City nor any of its officers, employees, or agents shall have control over the
conduct of Consultant or any of Consultant’s officers, employees, or agents, except as
set forth in this Agreement. Consultant shall not at any time or in any manner represent
that it or any of its officers, employees, or agents are in any manner officers or
employees, or agents of the City except as set forth in this Agreement. Consultant shall
not incur or have the power to incur any debt, obligation, or liability against City, or bind
City in any manner.
No employee benefits shall be available to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
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13. LEGAL RESPONSIBILITIES
The Consultant shall keep itself informed of local, 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, including but not limited to the
Americans with Disabilities Act and Occupational Safety and Health Administration laws
and regulations. The Consultant shall comply with and sign Exhibit B, the Scope of
Work Requirement for Professional Services Agreements Compliance with California
Government Code Section 7550, when applicable. The City, and its officers and
employees, shall not be liable at law or in equity occasioned by failure of the Consultant
to comply with this Section.
14. ANTI DISCRIMINATION
Neither the Consultant, nor any subconsultant under the Consultant, shall
discriminate in employment of persons upon the work because of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression,
age, sexual orientation, or military and veteran status; or any other basis protected by
applicable federal, state, or local law, except as provided in Section 12940 of the
Government Code. Consultant shall have responsibility for compliance with this Section.
15. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure is used
against or in concert with any officer or employee of the City in connection with the
award, terms, or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. No officer or employee of
the City will receive compensation, directly or indirectly from Consultant, or any officer,
employee, or agent of Consultant, in connection with the award of this Agreement or
any work to be conducted as a result of this Agreement. Violation of this Section shall
be a material breach of this Agreement entitling the City to any and all remedies at law
or in equity.
16. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the
Services during his/her tenure or for one year thereafter, shall have any interest, direct
or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
17. CONFLICT OF INTEREST
Consultant covenants that neither they nor any officer or principal of their firm
have any interests, nor shall they acquire any interest, directly or indirectly, which will
conflict in any manner or degree with the performance of their services hereunder.
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Consultant further covenants that in the performance of this Agreement, they shall
employ no person having such interest as an officer, employee, agent, or subconsultant.
Consultant further covenants that Consultant has not contracted with nor is performing
any services directly or indirectly, with the developer(s) and/or property owner(s) and/or
firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or
processing an entitlement application for property in the City or its Area of Interest, now
or within the past one (1) year, and further covenants and agrees that Consultant and/or
its subconsultants shall provide no service or enter into any contract with any
developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public
agency(ies) owning property and/or processing an entitlement application for property in
the City or its Area of Interest, while under contract with the City and for a one (1) year
time period following termination of this Agreement.
18. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service
or by deposit in the United States mail, certified or registered, return receipt requested,
with postage prepaid, and addressed to the party for whom intended as follows:
To: City Manager
City of Moorpark
799 Moorpark Ave.
Moorpark, CA 93021
To: President
Kosmont Real Estate Services
1601 N. Sepulveda Blvd, #382
Manhattan Beach, CA 90266
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
19. CHANGE IN NAME
Should a change be contemplated in the name or nature of the Consultant's legal
entity, the Consultant shall first notify the City in order that proper steps may be taken to
have the change reflected in the Agreement documents.
20. ASSIGNMENT
Consultant shall not assign this Agreement or any of the rights, duties, or
obligations hereunder. It is understood and acknowledged by the parties that Consultant
is uniquely qualified to perform the services provided for in this Agreement.
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21. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force
and effect, all licenses required of it by law for the performance of the services in this
Agreement.
22. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County,
California, and any action filed in any court or for arbitration for the interpretation,
enforcement or other action of the terms, conditions, or covenants referred to herein
shall be filed in the applicable court in Ventura County, California. The City and
Consultant understand and agree that the laws of the state of California shall govern the
rights, obligations, duties, and liabilities of the parties to this Agreement and also govern
the interpretation of this Agreement.
23. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or
the declaration of any right or obligation pursuant to this Agreement or as a result of any
alleged breach of any provision of this Agreement, the prevailing party shall be entitled
to recover its costs and expenses, including attorneys’ fees, from the losing party, and
any judgment or decree rendered in such a proceeding shall include an award thereof.
24. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire
understanding between the parties relating to the obligations of the parties described in
this Agreement. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this Agreement and
shall be of no further force or effect. Each party is entering into this Agreement based
solely upon the representations set forth herein and upon each party’s own independent
investigation of any and all facts such party deems material.
25. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of
this Agreement are for convenience and identification only and shall not be deemed to
limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
26. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
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27. PRECEDENCE
In the event of conflict, the requirements of the City’s Request for Proposal, if
any, and this Agreement shall take precedence over those contained in the Consultant’s
Proposal.
28. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally, and shall
not be interpreted against either party on the ground that the party prepared the
Agreement or caused it to be prepared.
29. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing or subsequent waiver of the same provision. No waiver
shall be binding unless executed in writing by the party making the waiver.
30. AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK KOSMONT REAL ESTATE SERVICES
dba KOSMONT REALTY
__________________________________ __________________________________
Troy Brown, City Manager Larry Kosmont, President
Attest:
__________________________________
Ky Spangler, City Clerk
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Exhibit A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet requirements set forth here, Consultant agrees to amend, supplement, or endorse
the existing coverage to do so. Consultant acknowledges that the insurance coverage
and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to the City in excess of the limits and
coverage required in this Agreement and which is applicable to a given loss, will be
available to the City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office (ISO)
“Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense
costs must be paid in addition to limits. There shall be no cross liability exclusion for
claims or suits by one insured against another. Limits are subject to review but in no
event less than $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 general aggregate.
Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant’s employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability for
each such person.
Workers’ Compensation on a state-approved policy form providing statutory benefits as
required by law with employer’s liability limits no less than $1,000,000 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant and “Covered Professional Services” as designated in the
policy must specifically include work performed under this Agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay
on behalf of” the insured and must include a provision establishing the insurer’s duty to
defend. The policy retroactive date shall be on or before the effective date of this
Agreement.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs
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payable in addition to policy limits. Policy shall contain a provision obligating insurer at
the time insured’s liability is determined, not requiring actual payment by the insured
first. There shall be no cross liability exclusion precluding coverage for claims or suits by
one insured against another. Coverage shall be applicable to the City for injury to
employees of Consultant, subconsultants, or others involved in the Work. The scope of
coverage provided is subject to approval by the City following receipt of proof of
insurance as required herein. Limits are subject to review but in no event less than
$2,000,000 aggregate.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the State of California and with an A.M. Bests rating of A- or better
and a minimum financial size of VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and the City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds the City, its officials,
employees, and agents, using standard ISO endorsement CG 2010 and CG
2037 with edition acceptable to the City. Consultant also agrees to require all
contractors and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant’s employees, or agents, from waiving the right
to subrogation prior to a loss. Consultant agrees to waive subrogation rights
against the City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this Agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operation limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include limiting endorsement of any kind that has not been
first submitted to the City and approved in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called “third party action over” claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification, and
additional requirements by the City, as the need arises. Consultant shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect the City’s protection without the
City’s prior written consent.
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7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant’s general liability policy, shall be delivered to city at or
prior to the execution of this Agreement. In the event such proof of any insurance
is not delivered as required, or in the event such insurance is canceled or
reduced at any time and no replacement coverage is provided, the City has the
right, but not the duty, to obtain any insurance it deems necessary to protect its
interests under this or any other Agreement and to pay the premium. Any
premium so paid by the City shall be charged to and promptly paid by Consultant
or deducted from sums due Consultant, at the City’s option.
8. Certificate(s) are to reflect that the insurer will provide thirty (30) days notice to
the City of any cancellation or reduction of coverage. Consultant agrees to
require its insurer to modify such certificates to delete any exculpatory wording
stating that failure of the insurer to mail written notice of cancellation or reduction
of coverage imposes no obligation, or that any party will “endeavor” (as opposed
to being required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this Agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, non-contributing basis in relation to any other insurance or
self-insurance available to the City.
10. Consultant agrees to ensure that subcontractors, and any other party involved
with the Work who is brought onto or involved in the Work by Consultant, provide
the same minimum insurance required of Consultant. Consultant agrees to
monitor and review all such coverage and assumes all responsibility for ensuring
that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors
and others engaged in the Work will be submitted to the City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor, Architect, Engineer, or other
entity or person in any way involved in the performance of Work contemplated by
this Agreement to self-insure its obligations to the City. If Consultant’s existing
coverage includes a deductible or self-insured retention, the deductible or self-
insured retention must be declared to the City. At that time, the City shall review
options with the Consultant, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
12. The City reserves the right at any time during the term of the Agreement to
change the amounts and types of insurance required by giving the Consultant
ninety (90) days advance written notice of such change. If such change results in
substantial additional cost to the Consultant, the City will negotiate additional
compensation proportional to the increased benefit to the City.
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13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on the
part of the City to inform Consultant of non-compliance with an insurance
requirement in no way imposes any additional obligations to the City nor does it
waive any rights hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as the City, or its
employees or agents face an exposure from operations of any type pursuant to
this Agreement. This obligation applies whether or not the Agreement is canceled
or terminated for any reason. Termination of this obligation is not effective until
the City executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder or letter
from Consultant’s insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
the City within five days of the expiration of coverage.
17. The provisions of any Workers’ Compensation or similar act will not limit the
obligations of Consultant under this Agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to the City,
its employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits, or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or all-
inclusive.
19. These insurance requirements are intended to be separate and distinct from any
other provision in this Agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts or
impairs the provisions of this section.
21. Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the Work reserves the right to charge the City or
Consultant for the cost of additional insurance coverage required by this
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Agreement. Any such provisions are to be deleted with reference to the City. It is
not the intent of the City to reimburse any third party for the cost of complying
with these requirements. There shall be no recourse against the City for payment
of premiums or other amounts with respect thereto.
22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this Agreement. The
City assumes no obligation or liability by such notice, but has the right (but not
the duty) to monitor the handling of any such claim or claims if they are likely to
involve the City.
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Exhibit B
CITY OF MOORPARK
Scope of Work Requirement for Professional Services Agreements
Compliance with California Government Code Section 7550
Consultant shall sign and include this page in any document or written reports prepared by
Consultant for the City of Moorpark (City) to which California Government Code Section 7550
(Government Code § 7550) applies. Government Code §7550 reads:
“(a) Any document or written report prepared for or under the direction of a state
or local agency, that is prepared in whole or in part by nonemployees of the
agency, shall contain the numbers and dollar amounts of all contracts and
subcontracts relating to the preparation of the document or written report; if the
total cost for the work performed by nonemployees of the agency exceeds five
thousand dollars ($5,000). The contract and subcontract numbers and dollar
amounts shall be contained in a separate section of the document or written
report.
(b) When multiple documents or written reports are the subject or product of the
contract, the disclosure section may also contain a statement indicating that the
total contract amount represents compensation for multiple documents or written
reports.”
For all Professional Services Agreement with a total dollar value in excess of $5,000, a signed
and completed copy of this form must be attached to all documents or completed reports
submitted to the City pursuant to the Scope of Work.
Does the dollar value of this Professional Services Agreement exceed $5,000?
x Yes No
If yes, then the following information must be provided in compliance with
Government Code § 7550:
1. Dollar amount of Agreement/Contract: $ 24,000
2. Dollar amount of Subcontract: $ ____________
3. Does the total contract amount represent compensation for multiple
documents or written reports? x Yes No
I have read the foregoing Code section and will comply with Government Code §7550.
Kosmont Real Estate Services, Inc.
__________________________________
______________________
Larry Kosmont, President Date
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1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
October 2, 2019
Ms. Jessica Sandifer
Community Services Manager
City of Moorpark
799 Moorpark Avenue
Moorpark, CA 93021
Re: Proposal for Real Estate Advisory/Pre-Sale Due Diligence & Brokerage Services
Dear Ms. Sandifer:
Kosmont Real Estate Services, Inc. (“KRES”) dba Kosmont Realty (“KR” or “Kosmont”), a
licensed California brokerage firm (Department of Real Estate License #02058445), is
pleased to present this proposal to the Successor Agency to the Moorpark Redevelopment
Agency (“Successor Agency” or “SA”), Housing Successor Agency to the Moorpark
Redevelopment Agency (“Housing Successor Agency” or “HSA”), and City of Moorpark
(collectively referred to as “City” or “Owner” or “Client”) for pre-sale/disposition real estate
advisory/due-diligence services and brokerage services in connection with the future sale
and disposition of certain SA and HSA owned properties as described herein.
This proposal serves as an agreement (“Agreement”) when executed and returned by
Client to KR. The benefit of working with KR is our multi-faceted expertise and hands-on
knowledge in real estate, finance, market analysis, transactions, and our in-depth
brokerage services experience. KR’s extensive knowledge of real estate transactions
between public agencies and private parties can deliver successful outcomes for the
Client.
I. BACKGROUND AND OBJECTIVE
The HSA currently owns ten (10) housing asset properties (primarily SFD lots). Pursuant
to Health & Safety Code (“HSC”) Section 33334.1, the HSA must initiate activities by July
2022 to develop them for affordable housing purposes, which are described as follows
(“HSA Properties”):
1123 Walnut Canyon (APN: 511-0-030-250)
1113 Walnut Canyon (APN: 511-0-030-260)
1095 Walnut Canyon (APN: 511-0-030-270)
1083 Walnut Canyon (APN: 511-0-030-280)
1073 Walnut Canyon (APN: 511-0-030-290)
1063 Walnut Canyon (APN: 511-0-030-300)
1331 Walnut Canyon (APN: 511-0-040-120)
1293 Walnut Canyon (APN: 511-0-040-140, 511-0-040-130)
780 Walnut Street (APN: 512-0-063-010)
SW Terminus of Millard St (APN: 506-0-020-010)
Exhibit C
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City of Moorpark
Proposal for Real Estate Advisory & Brokerage Services
October 2, 2019
Page 2 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
The SA currently owns three (3) properties that were listed under the “Retain for Future
Development” category in its approved Long Range Property Management Plan (“PMP”),
which are subject to constraints related to the former Moorpark Redevelopment Agency’s
use of tax-exempt bond funds to acquire them. As part of the future disposition of the SA’s
properties, KR will need to engage the City Attorney and/or outside legal counsel to help
evaluate the tax-exempt bond limitations on the sale, disposition, and development of the
following properties (“SA Properties”):
500 Los Angeles Avenue (APN: 506-0-050-080)
347 Moorpark Avenue (APN: 511-0-101-350)
Princeton Ave lots (APNs: 513-0-024-105, 513-00-24-135)
Client is requesting that KR provide presale/disposition real estate advisory services in
order to conduct initial market research/analysis, based on Client’s expressed
preferences, regarding the future sale and disposition of SA and HSA properties
(collectively referred to as “Properties”). KR has outlined those advisory/technical services
as identified in Tasks 1-3. Once the Client has selected the preferred disposition plan and
elects to move forward with a preferred strategy/approach regarding the sale of the
Properties, then pursuant to Task 4, KR will provide real estate brokerage services in
connection with the sale of the Properties.
II. SCOPE OF SERVICES
Task 1: Project Kick Off
To initiate the assignment, KR will attend a kick-off meeting and tour of the Properties with
the Client and discuss Client’s planned future uses and/or development priorities for the
Properties as they relate to potential product types / max. densities or rezoning.
Task 2: Initial Pre-Sale/Disposition Property Due Diligence
KR will conduct initial pre-sale/disposition property due diligence in an effort to identify
existing market conditions and constraints affecting the potential marketability, sale, and
development (e.g. zoning, adjacent uses, slope, ingress/egress off major thoroughfares)
of the Properties as well as evaluate market value/pricing ranges, and potential
options/approaches to productively advance the future sale and disposition of the
Properties.
KR will also evaluate potential options/approaches in connection with the sale and
disposition of the Properties to satisfy compliance with the dissolution statutes ABx1 26,
AB 1484, and SB 107 (collectively the “Dissolution Act”) and obtain necessary approval
by the affected taxing entities.
Task 3: Selection of Preferred Disposition Strategies/Approaches
Based on the results of Task 1 and 2, KR, in coordination with the Client, will prepare a brief
PowerPoint summary matrix that outlines key findings/observations from property due
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Proposal for Real Estate Advisory & Brokerage Services
October 2, 2019
Page 3 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
diligence including highlights of the physical aspects of each property, its general location
and market conditions, initial market pricing/valuation, and suggested disposition
strategies/approaches for the Properties as well as potential options/approaches to satisfy
compliance with Dissolution Act and/or other statutes pertaining to the disposition of HSA
owned property.
Task 4: Real Estate Brokerage Services
Kosmont Real Estate Services, dba Kosmont Realty (“KR”), is available to provide real
estate brokerage services at the request of the Client for the sale of the Properties. KR is
a full service real estate brokerage licensed in the State of California (DRE License #
02058445).
KR will be paid for the following tasks by a real estate commission upon the close of any
sale in accordance with the Exclusive Authorization to Sell and Schedule of Commissions
by and between KR and the City/Owner included as Attachment B to this proposal.
Specific services shall include the following:
Recruitment of targeted developers/users/buyers by conducting marketing
outreach, preparing opportunity site marketing collateral, arranging property
tours, and utilization of online economic development marketing platforms (e.g.
OppSites);
Represent the City, in coordination with the City Attorney and/or outside legal
counsel, with the initial preparation, review, and negotiation of an ultimate real
estate purchase and sale agreement and specific business terms (e.g. purchase
price, deposit structure, assignment provisions and other business terms and
conditions);
Coordinate with the selected escrow and title company and prepare required
disclosures and manage activities related to the potential transaction to effectuate
the sale and disposition of the Properties.
III. SCHEDULE AND REQUIRED DATA
KR will commence work upon receipt of executed Agreement and relevant project data
for each of the Properties. KR will prepare a draft summary PPT within 6-8 weeks.
IV. COMPENSATION
Compensation for Tasks 1-3 is estimated at $24,000 for professional services (hourly)
fees at KR’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.
Compensation for Task 4, in consideration for brokerage services, shall require Client
approval of Attachment B, which is an Exclusive Authorization to Sell Agreement by an
between KR and the Client and includes Exhibit A: Schedule of Commissions, which in
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Proposal for Real Estate Advisory & Brokerage Services
October 2, 2019
Page 4 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
the aggregate comprise and are heretofore referred to as “Attachment B.” Compensation
shall be computed as follows:
1. Vacant Real Property: 6% of the gross sales price or independently
appraised value of the parcel or a minimum commission amount as mutually
agreed upon between Client and KR, whichever is greater. For a ground
lease, 4% of the total base rent for the first thirty (30) years of the term of the
lease; as mutually agreed upon between Client and KR, whichever is greater.
2. Improved Real Property: 6% of the gross sales price or independently
appraised value of the parcel, whichever is greater. Additionally, for any lease
negotiated, 6% of lease rate for initial term and 3% for subsequent lease periods
and options.
Commissions would be paid from the proceeds of the sale and distributed through
escrow, and if applicable, would be split between KR and the broker of the buyer of the
Properties subject to minimum commission requirements as mutually agreed upon
between Client and KR.
KR anticipates a single consolidated round of Client comments and revisions on draft work
product before Kosmont provides a final version of work product. If necessary, additional
rounds of comments and revisions can be accommodated on an hourly basis.
KR’s attendance or participation at any publicly noticed (e.g., City Council, Planning
Commission, Public Agency Board, other) meeting requested by Client is in addition to
compensation for Tasks 1 through 3 and will be billed at the professional services (hourly)
fees as shown on Attachment A.
Services will be invoiced monthly at KR’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.
KR 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 KR’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 Kosmont’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:
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October 2, 2019
Page 5 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
1. Fill in the “Make a Payment” form when you go to the link
(https://kosmont.paidyet.com), or
2. Call Kosmont Companies’ accounting desk (Ms. Charo Martinez; (424) 297-1072)
to make a credit card payment
KR is prepared to commence work upon receipt of executed Agreement.
DISCLOSURE: Kosmont Transactions Services, Inc. (“KTS”) and Kosmont
Companies (“KC”): Compensation for possible future transaction-based services
or consulting services.
The following is being provided solely as an advance disclosure of possible real estate
consulting and finance services and potential compensation for such services. This
disclosure is not intended to commit the Client.
When assignments involve public finance services on behalf of a public agency, such
municipal advisory services are provided by Kosmont Transactions Services, Inc. (“KTS”).
KTS is registered with the Securities and Exchange Commission (CIK# 0001769359) and
the Municipal Securities Rulemaking Board as a Municipal Advisor (ID# K1256).
SEC registration does not constitute an endorsement of the firm by the Commission or
state securities regulators.
When assignments involve advisory services provided by Kosmont & Associates, Inc.,
doing business as Kosmont Companies (“KC”), a separate proposal and hourly rate sheet
will be provided.
V. OTHER PROVISIONS
A. Termination. Client or KR 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
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October 2, 2019
Page 6 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
arbitrator and arbitrators shall set forth and deliver their findings of fact and conclusions of
law with the delivery of the arbitration award. Judgment upon the award rendered shall
be final and non-appealable and may be entered in any court having jurisdiction.
C. Attorneys' Fees. In the event of any legal action, arbitration, or proceeding arising
out of an alleged breach of this Agreement, the party prevailing in such legal action,
arbitration, or proceeding shall be entitled to recover reasonable attorneys' fees, expenses
and costs, as well as all actual attorneys' fees, expenses and cost incurred in enforcing
any judgment entered.
D. Authority. Each of the parties executing this Agreement warrants that persons
duly authorized to bind each such party to its terms execute this Agreement.
E. Further Actions. The parties agree to execute such additional documents and
take such further actions as may be necessary to carry out the provisions and intent of
this Agreement.
F. Assignment. Neither this Agreement nor any of the rights or obligations hereunder
may be assigned by either party without the prior written consent of the other party.
G. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
H. Entire Agreement; Amendments and Waivers. This Agreement contains the
entire agreement between the parties relating to the transactions contemplated hereby
and any and all prior discussions, negotiations, commitments and understanding, whether
written or oral, related hereto are superseded hereby. No addition or modification of any
term or provision of this Agreement shall be effective unless set forth in writing signed by
both parties. No waiver of any of the provisions of this Agreement shall be deemed to
constitute a waiver of any other provision hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver of such provisions unless otherwise expressly
provided. Each party to this Agreement has participated in its drafting and, therefore,
ambiguities in this Agreement will not be construed against any party to this Agreement.
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
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October 2, 2019
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KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
respective party. Either party may change its address by giving written notice thereof to
the other in accordance with the provisions of this paragraph.
K. Titles and Captions. Titles and captions contained in this Agreement are inserted
only as a matter of convenience and for reference and in no way define, limit, extend or
describe the scope of this Agreement or the intent of any provision herein.
L. Governing Law. The statutory, administrative and judicial law of the State of
California (without reference to choice of law provisions of California law) shall govern the
execution and performance of this Agreement.
M. Confidentiality. Each of the parties agrees not to disclose this Agreement or any
information concerning this Agreement to any persons or entities, other than to their
attorneys and accountants, or as otherwise may be required by law.
N. Counterparts. This Agreement may be executed in one or more counterparts,
each of which constitutes an original, and all of which together constitute one and the
same instrument. The signature of any person on a telecopy of this Agreement, or any
notice, action or consent taken pursuant to this Agreement shall have the same full force
and effect as such person's original signature.
O. Disclaimer. KR’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 KR 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 KR’s analysis must consider the foregoing.
KR 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 KR’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 KR.
Client acknowledges that KR's use of work product is limited to the purposes contemplated
within this Agreement. KR 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 KR is found liable for any violation of duty,
whether in tort or in contract, damages shall be limited to the amount KR has received
from Client.
Q. Expiration of Proposal for Services. If this Agreement is not fully executed by
the parties within thirty (30) days from the date of this letter, this proposal shall expire.
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October 2, 2019
Page 8 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
R. Not an agreement for Legal Services or Legal Advice. This Agreement does
not constitute an agreement for the performance of legal services or the provision of legal
advice, or legal opinion. Client should seek independent legal counsel on matters for
which Client is seeking legal advice.
I. ACCEPTANCE AND AUTHORIZATION
If this Agreement is acceptable to Client, please execute two copies of the Agreement and
return both originals to KR. Upon receipt of both signed contracts, we will return one fully
executed original for your files. KR will commence work upon receipt of executed
Agreement.
Read, understood, and agreed to this
____ Day of _______________ 2019
City/Successor Agency/
Housing Successor Agency Kosmont Real Estate Services
doing business as “Kosmont Realty”
By: _________________________ By: _________________________
(Signature) (Signature)
Name: Name: Larry J. Kosmont, CRE®
(Print Name)
Its: Its: President
(Title)
Kosmont Real Estate Services Page 23 of 29 111
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Proposal for Real Estate Advisory & Brokerage Services
October 2, 2019
Page 9 of 14
KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
ATTACHMENT A
Kosmont Realty
2019 Public Agency Fee Schedule
Professional Services
Chairman & CEO / President $375.00/hour
Senior Managing Director/Senior Advisor $305.00/hour
Managing Director $210.00/hour
Senior Director / Senior Project Analyst $195.00/hour
Director / Project Analyst / Project Manager $165.00/hour
GIS Mapping/Graphics Service/Research $ 95.00/hour
Clerical Support $ 60.00/hour
Additional Expenses
In addition to professional services (labor) fees:
1) An administrative fee for in-house copy, fax, phone and postage costs will be
charged, which will be computed at four percent (4.0 %) of monthly Kosmont
Realty Corporation 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) For Third Party Vendor(s) retained on behalf of Client (with Client’s advance
approval), fees and costs will be billed to Client at 1.1X (times) fees and costs.
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, 2019.
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KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
ATTACHMENT B
EXCLUSIVE AUTHORIZATION TO SELL AGREEMENT
The Exclusive Authorization to Sell incorporates, by reference, the following attached
documents:
Exhibit A: Schedule of Commissions
The Successor Agency to the Moorpark Redevelopment Agency (“Successor Agency”)
and Housing Successor Agency to the Moorpark Redevelopment Agency (“Housing
Successor Agency”) (hereafter collectively referred to as the “Owner” or “Seller”) hereby
grants to Kosmont Real Estate Services, doing business as Kosmont Realty (“Broker”) the
exclusive right to sell the subject properties known and shown/listed below:
1. 500 Los Angeles Avenue (APN: 506-0-050-080)
2. 347 Moorpark Avenue (APN: 511-0-101-350)
3. Princeton Ave lots (APNs: 513-0-024-105, 513-00-24-135)
4. 1123 Walnut Canyon (APN: 511-0-030-250)
5. 1113 Walnut Canyon (APN: 511-0-030-260)
6. 1095 Walnut Canyon (APN: 511-0-030-270)
7. 1083 Walnut Canyon (APN: 511-0-030-280)
8. 1073 Walnut Canyon (APN: 511-0-030-290)
9. 1063 Walnut Canyon (APN: 511-0-030-300)
10. 1331 Walnut Canyon (APN: 511-0-040-120)
11. 1293 Walnut Canyon (APN: 511-0-040-140, 511-0-040-130)
12. 780 Walnut Street (APN: 512-0-063-010)
13. SW Terminus of Millard St (APN: 506-0-020-010)
(“Properties”) for a period commencing on _________________ and ending at midnight
on ______________________.
The price and terms of the sale shall be as follows:
In consideration of this Authorization and Broker’s agreement to diligently pursue the
procurement of a purchaser for the Properties, or a purchaser and lessees for the
Properties, Owner agrees to pay Broker a commission as set forth in the attached
Schedule of Commissions, which is made a part of this Agreement.
Owner shall pay said commission to Broker if: (a) the Properties or any interest therein is
sold, transferred or conveyed by or through a Broker, Owner or any other party prior to
the expiration of this Authorization or any extension hereof; or (b) a purchaser is procured
by or through Broker, Owner or any other party who is ready, willing and able to purchase
the Properties or any interest therein on terms reasonably acceptable to Owner prior to
the expiration of this Authorization or any extension hereof; or (c) any contract for the sale,
transfer or conveyance of the Properties or any interest therein is made directly by Owner
prior to the expiration of this Authorization or any extension hereof; or (d) the Properties
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City of Moorpark
Proposal for Real Estate Advisory & Brokerage Services
October 2, 2019
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KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
are withdrawn from sale without the written consent of Broker or made unmarketable by
Owner’s voluntary act during the term of this Authorization or any extension hereof; or (e)
within one hundred eighty (180) days after the expiration of this Authorization or any
extension hereof, the Properties or any interest therein is sold, transferred, or conveyed
to any person or entity with whom Broker has negotiated or to whom Broker has exposed
or shown the Properties prior to such expiration in an effort to effect a transaction provided
that such buyer, person or entity to whom Broker has negotiated with or has shown the
Properties has been clearly and expressly identified in writing on such list which Broker
shall have mailed to Owner at the address below stated within thirty (30) days following
such expiration.
If during the terms of this authorization or any extension hereof an escrow is opened or
negotiations involving the sale, transfer, or conveyance of the Properties has commenced
and is continuing, then the term of this Authorization shall be extended for a period through
the closing of such escrow, the termination of such negotiations or the consummation of
such transaction, provided this authorization would otherwise have expired during such
period.
Owner agrees that Broker shall be included as a party to any escrow opened for the sale
of the Properties and the terms of said escrow shall provide that Broker shall have the
right to request the escrow holder to make payment to Broker in the amount of Broker’s
commission as set forth on the Schedule of Commissions attached hereto from any sale
proceeds and/or deposits held in escrow.
Owner agrees to cooperate with Broker in effecting a sale of the Properties and
immediately to refer to Broker all inquiries of any party interested in the Properties. All
negotiations are to be through Broker. Owner agrees to pay all customary escrow, title
and revenue charges and to execute such documents as may be necessary to affect a
sale of the Properties. Broker is authorized to accept a deposit from any prospective
purchaser. Broker is further authorized to advertise the Properties and shall have the
exclusive right to place a sign or signs on the Properties if, in Broker’s opinion, such would
facilitate the sale or leasing thereof.
It is understood that it is illegal for either Owner or Broker to refuse to present, sell to any
person because of race, color, religion, national origin, sex, marital status or physical
disability.
Owner warrants that it is the owner of record of the Properties or has the legal authority to
execute this Authorization. Owner agrees to hold Broker harmless from any liability or
damages arising from any incorrect information supplied by Owner or any information
which Owner fails to supply. Owner acknowledges receipt of a copy of this Authorization
and the attached Schedule of Commissions, which Owner has read and understands.
DISPUTE RESOLUTION.
Broker and Owner agree to attempt to resolve any claim or controversy by
submission to non-binding mediation. Mediation shall be commenced by providing
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KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
the opposing party with a written notice of the dispute or claim within 30 days of
the event giving rise to the dispute or claim or within 30 days after discovery of the
conditions giving rise to the dispute or claim, whichever is later. The written notice
to the other party shall summarize the basis of the dispute or claim and describe
the relief sought. Within 15 calendar days thereafter, if the parties have not reached
a mutually satisfactory resolution, the disputing party shall have 15 additional
calendar days to submit the dispute to non-binding mediation at the offices of
Judicial Arbitration & Mediation Services, Inc. (JAMS) in the county where the
Property is located. The parties may agree on a retired judge from the JAMS panel
as a mediator. If the parties are unable to agree, JAMS will provide a list of three (3)
available judges and each party may strike one. The remaining judge will serve as
the mediator. Within 15 calendar days of commencement of mediation, each party
agrees to produce any and all documents relied upon to prove or defend their
claims. The assessment of the mediator shall be an appealable result, but only if
the appealing party files a court action within 30 days after the mediator’s
assessment is rendered. Each party shall bear its own costs of mediation including
its own attorneys’ fees and related costs, and each party shall pay an equal share
of the costs of the mediator’s fees and expenses.
By signing below, Seller and Buyer acknowledge that they have read, understand, accept
and have received a copy of this Agreement.
Owner:
Successor Agency/Housing Successor
Agency
Broker:
Kosmont Real Estate Services, a
California corporation
By:
___________________________
By:
___________________________
Date:
___________________________
Date:
___________________________
Address:
799 Moorpark Avenue
Moorpark, CA 93021
Address:
1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
Telephone:
___________________________
Telephone:
(424) 297-1070___________
Kosmont Real Estate Services Page 27 of 29 115
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Proposal for Real Estate Advisory & Brokerage Services
October 2, 2019
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KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
EXCLUSIVE AUTHORIZATION TO SELL
EXHIBIT A
SCHEDULE OF COMMISSIONS (for Brokerage Services)
Kosmont Real Estate Services, doing business as Kosmont Realty (“Broker”) is
hereby employed as the agent for the Successor Agency to the Moorpark Redevelopment
Agency (“Successor Agency”) and Housing Successor Agency to the Moorpark
Redevelopment Agency (“Housing Successor Agency”) (hereinafter collectively referred
to as “Owner” or “Seller”) in connection with the:
Sale Lease Sublease Other
of that certain Property owned by the Owner and referred to by Owner as:
1. 500 Los Angeles Avenue (APN: 506-0-050-080)
2. 347 Moorpark Avenue (APN: 511-0-101-350)
3. Princeton Ave lots (APNs: 513-0-024-105, 513-00-24-135)
4. 1123 Walnut Canyon (APN: 511-0-030-250)
5. 1113 Walnut Canyon (APN: 511-0-030-260)
6. 1095 Walnut Canyon (APN: 511-0-030-270)
7. 1083 Walnut Canyon (APN: 511-0-030-280)
8. 1073 Walnut Canyon (APN: 511-0-030-290)
9. 1063 Walnut Canyon (APN: 511-0-030-300)
10. 1331 Walnut Canyon (APN: 511-0-040-120)
11. 1293 Walnut Canyon (APN: 511-0-040-140, 511-0-040-130)
12. 780 Walnut Street (APN: 512-0-063-010)
13. SW Terminus of Millard St (APN: 506-0-020-010)
(hereinafter referred to as “Properties”).
Owner agrees to pay Broker, in consideration for their brokerage services relative to
the above referenced Properties, a commission computed as follows:
A. SALES, EXCHANGES, AND OTHER TRANSFERS
1. Vacant Real Property: 6% of the gross sales price or independently
appraised value of the parcel or a minimum commission amount as mutually
agreed upon between Client and KR, whichever is greater. For a ground
lease, 4% of the total base rent for the first thirty (30) years of the term of the
lease; or a minimum commission amount as mutually agreed upon between
Client and KR, whichever is greater.
2. Improved Real Property: 6% of the gross sales price or independently
appraised value of the parcel, whichever is greater. Additionally, for any lease
negotiated, 6% of lease rate for initial term and 3% for subsequent lease periods
and options.
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City of Moorpark
Proposal for Real Estate Advisory & Brokerage Services
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KOSMONT REALTY
1601 N. Sepulveda Blvd. #382, Manhattan Beach, CA 90266 I ph 424.297.1079 I www.kosmontrealty.com
3. Commissions shall be paid through escrow upon the closing of sales and
exchange transactions; absent an escrow; commissions shall be paid upon
recordation of a deed or upon delivery of such deed or other conveyance if
recordation is deferred more than one month thereafter. In the event of a
contract or agreement of sales, joint venture agreement, business
opportunity or other transaction not involving the delivery of a deed,
commissions shall be paid upon execution and delivery of the instrument
of conveyance or establishment of the entitlement of ownership.
Miscellaneous:
The provisions hereof are subject, however, to the terms and provisions of any Exclusive
Authorization to Sell to which this Schedule may be attached, and which is executed by
the parties hereto.
The parties hereto intend for this Exclusive Authorization to Sell and Schedule of
Commissions to satisfy the requirements of the Civil Code, Business and Professions
Code, and regulatory requirements relative to verifying Broker’s authority to act on behalf
of Owner and Owner’s obligation to pay Broker commissions therefore, in accordance
herewith.
In the event Owner fails to make payments within the time limits called for herein, then
from the date due until paid the delinquent payment shall bear interest at the rate of
10% per annum.
By signing below, Owner and Broker acknowledge that they have read, understand,
accept and have received a copy of this Agreement.
Owner:
Successor Agency /Housing Successor
Agency
Broker:
Kosmont Real Estate Services, a
California corporation
By:
___________________________
By:
___________________________
Date:
___________________________
Date:
___________________________
Address:
799 Moorpark Avenue
Moorpark, CA 93021
Address:
1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
Telephone:
___________________________
Telephone:
(424) 297-1070___________
Kosmont Real Estate Services Page 29 of 29 117
ATTACHMENT 2
RESOLUTION NO. 2019-_____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MOORPARK, CALIFORNIA, AMENDING THE FISCAL YEAR
2019/20 BUDGET BY APPROPRIATING $17,400 FROM
GENERAL FUND (1000) AND $11,600 FROM THE CITY
AFFORDABLE HOUSING FUND (2121) FOR REAL ESTATE
ADVISORY AND BROKERAGE SERVICES
WHEREAS, on February 1, 2012, the Redevelopment Agency of the City of
Moorpark was dissolved pursuant to ABx1 26 (Dissolution Act) and the Successor
Agency of the Redevelopment Agency of the City of Moorpark (Successor Agency) took
its place; and
WHEREAS, the Dissolution Act required certain actions from the Successor
Agency, one of which was preparation of a Long Range Property Management Plan
(LRPMP) outlining the disposition requirements for all property assets of the former
Redevelopment Agency; and
WHEREAS, on February 15, 2015 the LRPMP was approved by the State of
California Department of Finance (DOF); and
WHEREAS, on June 19, 2019 the City Council adopted the Operating and
Capital Improvement Projects budget for fiscal year 2019/20; and
WHEREAS, a staff report has been presented to the City Council to authorize an
Agreement with Kosmont Real Estate Services for real estate advisory and brokerage
services; and
WHEREAS, a budget amendment in the amount of $17,400 from the General
Fund (1000) and $11,600 from the City Affordable Housing Fund (2121) is requested to
fund these services; and
WHEREAS, Exhibit “A”, attached hereto and made a part hereof, describes said
budget amendment and the resultant impact to the budget line item.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MOORPARK
DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. A budget amendment in the amount of $17,400 from the General
Fund (1000) and $11,600 from the City Affordable Housing Fund (2121), as more
particularly described in Exhibit “A”, attached hereto, is hereby approved.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and
shall cause a certified resolution to be filed in the book of original resolutions.
118
Resolution No. 2019-_____
Page 2
PASSED AND ADOPTED this 4th day of December, 2019.
_____________________________
Janice S. Parvin, Mayor
ATTEST:
___________________________________
Ky Spangler, City Clerk
Exhibit A – Budget Amendment
119
Resolution No. 2019-_____
Page 3
FUND BALANCE ALLOCATION:
Fund-Account Number Amount
General Fund 1000-000-00000-33990 17,400.00$
City Affordable Housing Fund 2121-000-00000-33990 11,600.00$
Total 29,000.00$
EXPENDITURE APPROPRIATION:
Account Number Current Budget Revision Amended Budget
1000-621-00000-51000 12,000.00$ 17,400.00$ 29,400.00$
2121-422-00000-51000 10,500.00$ 11,600.00$ 22,100.00$
Total 22,500.00$ 29,000.00$ 51,500.00$
EXHIBIT A
BUDGET AMENDMENT FOR
GENERAL FUND (1000) AND
REAL ESTATE ADVISORY AND BROKERAGE SERVICES
FY 2019/20
Fund Title
CITY AFFORDABLE HOUSING FUND (2121)
120