HomeMy WebLinkAboutAGR-7916 - KOSMONT REAL ESTATE SERVICES - dba KOSMONT REALTY - REAL ESTATE ADVISORY SERVICESDocusign Envelope ID:5D612A17-BFA4-4FC3-A57F-CE7832621 EA1
AGR-
7916F.PROFESSIONAL SERVICES AGREEMENT
Real Estate Advisory Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 17th day of February 2026 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and KOSMONT REAL
ESTATE SERVICES, a California corporation, dba KOSMONT REALTY ("Contractor"), who
agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement,Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
Jack Morgan, Senior Assistant to the City Manager ("City's Project Manager"), shall be
the person to whom Contractor will report for the performance of services hereunder. It is
understood that Contractor's performance hereunder shall be under the supervision of City's
Project Manager(or his/her designee),that Contractor shall coordinate its services hereunder with
City's Project Manager to the extent required by City's Project Manager,and that all performances
required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager
and the City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed TWENTY THOUSDAND DOLLARS and 00/100 ($20,000.00)
without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
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b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
c.Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work,extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any of the benefits or rights afforded employees of City,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
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9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement within five(5)days of the Effective Date
of this Agreement and diligently prosecute completion of the work.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay,Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use,reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
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. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
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b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
c.Contractor shall cause the foregoing paragraphs(a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the"Indemnitees") entirely harmless from all liability arising
out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation
employed by Contractor, either directly or by independent contract, including all damages due to
loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of
them, arising out of, or in any way connected with the work or services which are the subject of
this Agreement, including injury or damage either on or off City's property; but not for any loss,
injury,death or damage caused by the active negligence or willful misconduct of City. Contractor,
at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other
proceedings that may be brought or instituted against the Indemnitees on any such claim or liability
covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against
the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage
under this subparagraph.
b. Reserved.
c.Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
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d. The indemnities set forth in this section shall survive any closing,
rescission,or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c.Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollars ($1,000,000) or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned,non-owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e.Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement,City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f.Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
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g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten(10) days' prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
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20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records")pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3)years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three(3)days' notice from City,and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a"public works," as
that term is defined in Section 1720 of the California Labor Code,for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must meet all State registration requirements and criteria,including project compliance
monitoring.
c.Contractor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
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Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
e.Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all subcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss,including but not limited to fines,penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of.
same or within three (3) days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
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CONTRACTOR" CITY"
Kosmont Real Estate Services, City of Orange
dba Kosmont Realty 300 E. Chapman Avenue
1601 N. Sepulveda Blvd.,#382 Orange, CA 92866-1591
Manhattan Beach, CA 90266
Attn.: Larry J. Kosmont Attn.: Jack Morgan
Telephone: (213) 507-9000 Telephone: 714-744-2220
E-Mail: Lkosmont@kosmontrealty.com E-Mail: jmorgan@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted electronically shall have the same effect as original signatures.
Remainder of page intentionally left blank; signatures on next page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
KOSMONT REAL ESTATE SERVICES, CITY OF ORANGE, a municipal corporation
a California corporation, dba KOSMONT
REALTY
Signed by:
l 2.jf
D Signed by:
By:
1FaccIr ttenbrand, City Manager
By: QJ tvv i . os~.-ow.,
Printed iv7 a5A5F4 .arry J Kosmont
Title:CEO
ATTEST:
Signed by:
By.
co —,.Printed Name:
Title: ardfi diMhn, City Clerk
APPROVED AS TO FORM:
DocuSigned by:
atna`lie AAaourian, City Attorney
NOTE:City requires the following signature(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice-President,AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
kosmon
realty
January 29, 2026
Jarad Hildebrand
City Manager
City of Orange
300 E. Chapman Ave
Orange, CA 92866
Email:jhildebrand@cityoforange.org
Re: Proposal for Surplus Land Act Pre-Disposition Real Estate Advisory Services
Dear Mr. Hildebrand,
Kosmont Real Estate Services ("KRES")dba Kosmont Realty("KR"or"Consultant"), a licensed California
brokerage firm (Department of Real Estate License #02058445), is pleased to present this proposal to
the City of Orange ("Client" or "City") in connection with Surplus Land Act ("SLA") pre-disposition real
estate advisory/due-diligence services ("Project")for properties located in the City.
This proposal serves as an agreement ("Agreement") when executed and returned by Client to KR.
I. BACKGROUND AND OBJECTIVE
The Client has requested that KR provide its expertise in the review of its current property portfolio
inventory in Old Towne and provide strategic guidance for use/lease/disposition of selected properties
Properties"). Additionally, budget permitting and on an as-needed basis, City is seeking SLA pre-sale
disposition real estate advisory/technical services to conduct initial pre-sale property due diligence for
one (1) City-owned property in the area of the City commonly referred to as Old Towne, as well as the
review/evaluation of proposals/offers submitted from SLA Notice of Availability("NOA")solicitation and
public-private negotiations regarding future sale and disposition. Given the varied level / intensity of
advisory services that may be requested by Client, Consultant will provide advisory services as requested
by Client until the Budget has been fully utilized. KR will perform these advisory services as identified in
the Scope of Services under Tasks 1-4.
KR proposes the following Scope of Services accordingly.
Kosmont Realty
Mailing Address:1601 N.Sepulveda Blvd.,#382 424)297-1076 Physical Address:2301 Rosecrans Ave.,Ste.4140
Manhattan Beach,CA 90266 www.kosmontrealty.com El Segundo,CA 90245 90245
City of Orange
RE Advisory Services
January 29, 2026
mkoson
rear,
II. SCOPE OF SERVICES
Approach to Scope of Services: The prospective assignment and consulting services that KR will provide
will be of a relatively limited scope and duration, and advisory in nature. KR will be making
recommendations only, which advise the Client, including its elected officials, appointed officials and
staff, which they can accept or reject. None of Kosmont's staff will act in a capacity as an elected official,
nor appointed official, nor as staff, nor as serving in a "designated" position.
The major tasks to be performed by KR that will comprise this assignment are described as follows:
Task 1: Project Kick Off
To initiate the assignment, KR will meet with the Client to discuss planned future uses and/or
development/disposition priorities for the Property, other existing Old Towne sites to be considered for
development/disposition (as mutually agreed upon between KR and Client), available market/property
specific information (e.g., appraisals, market studies, zoning information) and status of activities to date
and anticipated timing.
Task 2: Analysis of Existing Real Estate Portfolio
KR will provide consulting services related to the feasibility and marketing analysis of the City's existing
real estate portfolio in Old Towne, including but not limited to:
1. Assist the City with the preparation of an updated inventory and provide selected high-level order
of magnitude market valuation information to enhance decision making.
2. Provide analysis and recommendations on City-owned properties.
3. Identify or confirm encumbrances and/or constraints on properties utilizing official records and
geographic information systems.
4. Complete market comparables and availability analyses.
5. Verify zoning and land use requirements including flood map designations, available utilities, and
related jurisdiction requirements.
6. Provide opinions of value, assist in obtaining real property appraisal and other evaluation
services, as needed, of properties owned by the City.
7. Produce a report summarizing the above and recommending an optimal disposition strategy for
individual properties and for the portfolio as a whole
KR will also consider potential regulatory requirements in conjunction with the Client's legal counsel in
connection with the sale and disposition of the Properties to satisfy compliance with the SLA and/or other
legislative requirements as may be appropriate/required.
Task 3: Surplus Land Act Process— Declaration & N.O.A.
Budget permitting and on an as-needed basis, KR will assist with preparation of the Surplus Land
declaration, including City Council staff reports and resolutions, prepare the NOA as well as coordinate
and manage the solicitation process required by the SLA for properties identified herein,which will require
a 60-day noticing period for respondents. Upon completion of NOA and good faith periods, Kosmont will
assist with final compliance with HCD.
Kosmont Realty 2 I P a ,a e
424)297-1076
www.kosmontrealty.com
kosmon
City of Orange
RE Advisory Services
January 29, 2026
realtc
Task 4: Respondent Due Diligence / Public-Private Negotiations
The SLA requires that the Client negotiate in good faith with respondents that submitted a notice of
interest for a period of 90 days. KR can assist with reviewing notices of interest, evaluating proposals /
offers submitted, and/or public-private transaction structuring/negotiations as may be required with the
respondents for the sale /disposition of the Properties.
KR can also assist the Client with a presentation to the City Council ("City Council") that will seek
authorization to proceed with prospective transactions(as mutually agreed upon between Client and KR).
The services described under Task 4 will be performed on an as needed basis, budget permitting.
Future Task 5: SLA and Other Advisory Services for Additional Properties
KR is available to provide additional real estate advisory services for other City-owned properties, such
as assisting with additional SLA advisory / compliance activities, evaluating potential properties for
disposition, and developing real estate disposition strategies. Time and budget for these services will be
outlined at the appropriate time in a follow-on scope to be approved by Client in advance.
Future Task 6: Brokerage Services
If requested, KR can act as a broker for the disposition of City-owned properties. KR will assist in the
acquisition and disposition of City-owned properties. Services include market analysis, property
valuation, marketing strategies, negotiation support, and transaction execution. Each property for which
brokerage services are provided will require separate approval by the City for a buyer or seller
representation and commission agreement.
If requested, KR can also assist the City with leasing transactions with City as lessor or lessee (e.g.,
lease acquisitions, base lease, renewals, extensions, expansions, subleasing), including but not limited
to: needs assessment, market research, proposal solicitation, marketing, document / lease review,
negotiations. Each property for which brokerage services are provided will require separate approval by
the City for a lessee or lessor representation and commission agreement.
III. SCHEDULE AND REQUIRED DATA
Consultant is prepared to commence work upon receipt of executed Agreement. Client will provide KR
with existing project data including appraisal, studies, property specific data, and/or other relevant data
deemed appropriate by KR.
IV. COMPENSATION
Compensation for Tasks 1 through 4 is estimated at $20,000 for professional services (hourly) fees at
KR's billing rates as shown on Attachment A. Given the varied level / intensity of advisory services that
may be requested by Client, Consultant will provide advisory services as requested by Client until the
Budget has been fully utilized. Future increases in budget will require approval by Client in advance.
Budget may be increased by Client at any time.
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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 meeting,whether such participation is in person,
digital, video and/or telephonic (e.g., City Council, Planning Commission, Public Agency Board, other),
as requested by Client is in addition to compensation for Tasks 1 through 4 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:
1. Fill in the "Make a Payment' form when you go to the link (https://kosmont.paidvet.com), or
2. Call Kosmont Companies' accounting desk (424) 297-1072 to make a credit card payment
KR is prepared to commence work upon receipt of executed Agreement.
DISCLOSURE: 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 Financial Services(KFS). KFS is an independent Registered Municipal
Advisor with the Securities and Exchange Commission and the Municipal Securities Rulemaking Board.
SEC registration does not constitute an endorsement of the firm by the Commission or state securities
regulators.
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When assignments involve advisory services provided by Kosmont & Associates, Inc., dba Kosmont
Companies ("KC"), a separate proposal and hourly rate sheet will be provided.
V. 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 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 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
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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
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. Consultant's financial analysis activities and work product, which may include but
is not limited to pro forma analysis and tax projections, are projections only. Actual results may differ
materially from those expressed in the analysis performed by Consultant due to the integrity of data
received, market conditions, economic events and conditions, and a variety of factors that could
materially affect the data and conclusions. Client's reliance on Consultant's analysis must consider the
foregoing.
Consultant services outlined and described herein are advisory services only. Any decisions or actions
taken or not taken by Client and affiliates, are deemed to be based on Client's understanding and by
execution of this Agreement, acknowledgement that Consultant's services are advisory only and as such,
cannot be relied on as to the results, performance and conclusions of any investment or project that
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Client may or may not undertake as related to the services provided including any verbal or written
communications by and between the Client and Consultant.
Client acknowledges that Consultant's use of work product is limited to the purposes contemplated within
this Agreement. Consultant makes no representation of the work product's application to, or suitability for
use in, circumstances not contemplated by the scope of work under this Agreement.
P. Limitation of Damages. In the event Consultant is found liable for any violation of duty, whether
in tort or in contract, damages shall be limited to the amount Consultant has received from Client.
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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VI.ACCEPTANCE AND AUTHORIZATION
If this Agreement is acceptable to Client, please execute two copies of the Agreement and return both
originals to Kosmont Realty. Upon receipt of both signed contracts, we will return one fully executed
original for your files. Kosmont will commence work upon receipt of executed Agreement.
Read, understood, and agreed to this
Day of 2026
City of Orange 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)
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ATTACHMENT A
Kosmont Realty
2026 Public Agency Fee Schedule
Professional Services
Chairman & CEO/ President 540.00/hour
Senior Managing Director/Senior Advisor 405.00/hour
Managing Director 295.00/hour
Senior Director/Senior Project Analyst 210.00/hour
Director/ Project Analyst/ Project Manager 195.00/hour
Project Promotion/Graphics/GIS Mapping Services/Research $ 95.00/hour
Administrative Support 90.00/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 Realty's 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 and other based on quoted project cost.
4) 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.
5) Except as referenced above, under Section IV. Compensation, Consultant's attendance or
participation at any public meeting, whether such participation is in person, digital, video
and/or telephonic (e.g., Board of Supervisors, 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, 2026. For and during the term of the subject Agreement, the above
referenced rates in each category will be increased, effective January 1, 2027, 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 December 2025 was 0.3, representing a change of 2.7 percent over the index of the
previous 12 months.
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