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19-1008_ELIZABETH M. KILEY, INC. DBA INTEGRA REALTY RESOURCES_Professional Services Agreement CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of I , 20 ` ! by and between the City of San Juan Capistrano, a public agency organied and operating under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 ("City"), and Elizabeth M. Kiley, Inc.dba Integra Realty Resources— Orange County, a real estate appraisal consulting firm with its principal place of business at 2151 Michelson Drive, Suite 205, Irvine, CA 92612 (hereinafter referred to as "Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Appraisal services for City owned land,APN 666-232-08(hereinafter referred to as"the Project"). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW,THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit"A." 2. 'Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in r accordance with the Schedule of Charges set forth in Exhibit"A." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of$3,900. This amount is to cover all printing and related costs,and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: •a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall 1 61147.02100\10974777.3 Updated March 2019 • be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder within thirty days from the execution of the agreement. The Notice to Proceed shall set forth the date of commencement of work. 6. Delays.in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and' other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party.shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance'with.Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultantby federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 2 61147.02100\10.974777.3 Updated March 2019 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain,during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01)or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following:, (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for(1) contractual liability; (2) cross liability exclusion for claims or suits by one insured 3 61147.02100\10974777.3 Updated March 2019 against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 2010 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and ' provided that such deductibles shall not apply to the City as an additional insured. • b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned,non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number—CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an, additional insured, but not a self-insured retention. c. Workers' Compensation/Employer's Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before'commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any., acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain,for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section. d. Professional Liability(Errors and,Omissions) • At all times during the.performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in 4 61147.02100\10974777.3 Updated March 2019 a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement.The policy must"pay on behalf of"the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Sinqle Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement,the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement,except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General 5 61147.02100\10974777,3 Updated March 2W 9 Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C)if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City,its officials, officers,employees,agents,and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss: Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying.Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A,M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. 6 61147.02100 110974777.3 Updated March 2019 (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 0413 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law,Consultant shall defend(with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services,the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. If Consultant's obligation to defend, indemnify,and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein,Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works and "maintenance" projects 7 61147.02 1 001 1 0974777 3 Updated March 2019 ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public , works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section'1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing,the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility , to'comply with all applicable registration and labor compliance requirements. Any stop orders issued,by the Department of Industrial Relations against Consultant Or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant'or any subcontractor. 14. Verification of Employment Eligibility. • By executing this Agreement,Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to,the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the.County of Orange, State of California. 16. Termination or Abandonment • 8 61147.02100\10974777.3 Updated March 2019 1 a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten(10)calendar days written notice to Consultant. In such event, • City shall be immediately given title and possession to all original field notes, drawings and specifications,written reports and other documents produced or,developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of { such task completed but not paid prior to said termination. City shall not be liable for any costs • other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 17. • Documents. Except as otherwise provided in "Termination or Abandonment," above, ail original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 18. Organization Consultant shall assign Rick Donahue as Project Manager. The Project Manager shall not be removed from the Project or reassigned without theprior written consent of the City. 19. Limitation of Agreement: This Agreement is limited to and includes only the work included in the Project described above. 20. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: CONSULTANT: City of San Juan Capistrano Elizabeth M. Kiley, Inc. dba Integra Realty 32400 Paseo Adelanto Resources—Orange County San Juan Capistrano, CA 92675 2151 Michelson.Drive, Suite 205 Attn: Charlies View, Assistant City Manager Irvine, CA 92612 Attn: Rick Donahue • and shall be-effective upon receipt thereof. . 9 61147.02100\10974777.3 Updated March 2019 ,21. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 22. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading,demotion,transfer, recruitment or recruitment advertising, layoff or termination. 23. Entire Agreement ( This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 24. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 25. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by'operation of law or otherwise any or all of its rights, burdens,duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 26. Non-Waiver None of the provisions of this Agreement shall be,considered waived by either Party, unless such waiver is specifically specified in writing. 27. Time of Essence Time is of the essence for each and every provision of this Agreement. 28. City's Right•.to_Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. • 10 61147.02 1 0011 0 9 7477 7.3 Updated March 2019 29. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit , arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 11 61147.02100\10974777.3 Updated March 2019 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF SAN JUAN CAPISTRANO AND ELIZABETH M.KILEY,INC.DBA INTEGRA REALTY RESOURCES— ORANGE COUNTY IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF SAN JUAN CAPISTRANO Elizabeth M.Kiley, Inc. dba Integra Realty Resources { —Orange County By: ' nno.‘ ' By:. �. =e ja Riegel City Manager Its: C 1-1.10 . ac .mak Printed Name: j • •d ' ATTEST:. - i I By: �L1 y :ria orri-4 ity9Ier APPROVED AS TO O FORM: ug a'W 131/01.1"6 By: Jeffrey Ballinger, City Attorney 12 61147.02100\10974777.3 Updated March 2019 Integra Realty Resources 2151 Michelson Drive T 714-665-6515 Cr,,n;e r.a.i<z,r Suite 205 www.irr.com Irvine,CA 92612 .40 ••I e z sus Niue a August 12, 2019 Ms.Lindsey Stigall City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 SUBJECT: Proposal to provide real estate appraisal services APN: 666-232-08 istigaVcDSanivanCapistrano.org i Dear Ms.Stigall: In response to your recent request for proposal, this writing expresses our interest and availability for the completion of appraisal services concerning the property referenced above. The property which is the subject of this proposal includes APN: 666-232-08, a lot zoned PC(CDP78-1) used in conjunction with the Ortega Equestrian Center as shown on the exhibit provided. Scope of Services Upon receiving authorization to proceed, we would complete a thorough inspection of the subject property and review available information about its history and operations. We would conduct an independent investigation of relevant market factors, including investigations into comparable sale properties that would be relevant in the valuation process. We would analyze this data and develop an opinion of the fair market value of the subject property. Upon completion of our analysis, we would prepare an appraisal report in full compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) and with the California Code of Civil Procedure Section 1263.320, if applicable. Fee and Timing For our services as described above, our fee for the completion of an appraisal report is proposed at$3,900. We propose to have our report completed within approximately 21-30 days of receiving notice to proceed. EXHIBIT A City of San Juan Capistrano August 12, 2019 Page 2 Information to Be Provided by Client Attached to this letter you will find Exhibit B,which is a list of information that would be useful and/or necessary for us in the completion of our appraisal services on your behalf. In completing this proposal at the above-referenced fee and timing,we have assumed that the information identified on Exhibit Awill be made available to us at the onset of our assignment. In the absence of receiving some of these referenced items, it may be necessary for us to c include limitations and/or special assumptions within the appraisal report, or to spend additional time(at additional cost)to identify and gather this information from other sources. If you believe any of the items identified on Exhibit A will not be available to us during the course of our appraisal, please notify us immediately so we may discuss the situation and address it to your satisfaction. General Issues Payment for services will be handled as follows: Payment for the completion of reports will be due upon their completion. To the extent that supplemental services are requested,these will be billed on a monthly basis. For these services, if provided, an advance retainer may be requested. For these services,if provided, payment is due within 30 days of the invoice date. Fees unpaid after 30 days are subject to a finance charge equal to 1.5% per month on all unpaid balances. If any party other than yourself will be responsible for payment,that party must also sign this proposal to acknowledge our agreement and this authorization to proceed. This proposal is valid for 60 days. Our appraisal analysis will incorporate the Assumptions and Limiting Conditions which are attached to-this proposal. To the extent that we prepare a written appraisal report, these Assumptions and. Limiting Conditions (or a set which is effectively equivalent) will be incorporated into the appraisal report. Fees quoted herein are for the provision of professional services and are not in any way contingent upon the valuation reported or the outcome, of any pending matter for which valuation is required. In the event of any controversy, claim, or dispute between us related to this agreement,or the breach thereof,enforcement of this agreement will be governed by and construed in accordance with the laws of the State of California. The venue for any action to enforce or interpret this agreement shall be in the County of Los Angeles, State of California. Damages(if any) for which the appraiser and/or appraisal firm would be liable will be limited to the amount of compensation paid as the fee for providing services. If this proposal meets with your approval, our receipt of a signed copy of this letter, along with a purchase order will serve as our notice to proceed. • irr City of San Juan Capistrano August 12,2019 Page 3 Thank you for the opportunity of submitting this'proposal. If you have any questions or comments about it, please call me. Sincerely, Integra Realty Resourc-s—©ra ge County t Elizabeth iley, MAI,AI-GRS Managing ector / CW t1 Enclosures: Exhibit A(Information Requested from Client) Exhibit B(Assumptions and Limiting Conditions) Professional Qualifications of Elizabeth M. Kiley, MAI,Al-GRS Professional Qualifications of Rick Donahue, MAI cc: Rick Donohue (w/enclosures) AGREED&ACCEPTED THIS DAY OF ,2019 BY: NAME(PRINT) AUTHORIZED SIGNATURE Exhibit A Information Needed to Complete Appraisal Assignment for APN: 666-232-08 A summary of items we typically need to complete a well-documented report are summarized below. • Name and telephone number of contact to obtain access to the subject; • Information concerning the proposed use of the subject site; ® The most recent title policy or commitment; • Historical acquisition cost of subject,terms, date and legal names of parties involved or a copy of the contract, if available; ■ Any unsolicited or solicited offerings or contracts for sale of the subject within the last 12 months; ■ Most recent environmental and/or engineering reports; ■ Ad valorem tax information; ■ Any other information you would like us to consider or think would be helpful. irr • Exhibit B Assumptions and Limiting Conditions • This appraisal is based on the following assumptions,except as otherwise noted in the report. 1. The title is marketable and free and clear of all liens,encumbrances,encroachments,easements and restrictions. The property is under responsible ownership and competent management and is available for its highest and best use. 2. There are no existing judgments or pending or threatened litigation that could affect the value of the property. 3. There are no hidden or undisclosed conditions of the land or of the improvements that would render the property more or less valuable. Furthermore,there is no asbestos in the property. 4. The property is in compliance with all applicable building, environmental,zoning, and other federal, state and local laws,regulations and codes. 5. The information furnished by others is believed to be reliable,but no warranty is given for its accuracy. This appraisal is subject to the following limiting conditions,except as otherwise noted in the report. 1. The conclusions stated in our appraisal apply only as of the effective date of the appraisal, and no representation is made as to the effect of subsequent events. 2. No changes in any federal,state or local laws,regulations or codes(including,without limitation,the Internal Revenue Code)are anticipated. 3. No environmental impact studies were either requested or made in conjunction with this appraisal,and we reserve the right to revise or rescind any of the value opinions based upon any subsequent environmental impact studies. If any environmental impact statement is required by law,the appraisal assumes that such statement will be favorable and will be approved by the appropriate regulatory bodies. 4. Unless otherwise agreed to in writing,we are not required to give testimony,respond to any subpoena or attend any court,governmental or other hearing with reference to the property without compensation relative to such additional employment. 5. We have made no survey of the property and assume no responsibility in connection with such matters. Any sketch or survey of the property included in this report is for illustrative purposes only and should not be considered to be scaled accurately for size. The appraisal covers the property as described in this report, and the areas and dimensions set forth are assumed to be correct. 6. No opinion is expressed as to the value of subsurface oil,gas or mineral rights,if any,and we have assumed that the property is not subject to surface entry for the exploration or removal of such materials,unless otherwise noted in our appraisal. 7. We accept no responsibility for considerations requiring expertise in other fields. Such considerations include,but are not limited to,legal descriptions and other legal matters such as legal title,geologic considerations,such as soils and seismic stability,and civil,mechanical,electrical,structural and other engineering and environmental matters. 8. The distribution of the total valuation in the report between land and improvements applies only under the reported highest and best use of the property. The allocations of value for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. The appraisal report shall be considered only in its entirety. No part of the appraisal report shall be utilized separately or out of context. 9. Except as provided in the Agreement,neither all nor any part of the contents of this report(especially any conclusions as to value,the identity of the appraisers,or any reference to the Appraisal Institute)shall be disseminated through advertising media, public relations media, news media or any other means of communication (including without limitation prospectuses, private offering memoranda and other offering material provided to prospective investors). without the prior written consent of the person signing the report. 10. Any income and expense estimates contained in the appraisal report are used only for the purpose of estimating value and do not constitute predictions of future operating results. 11: If the property is subject to one or more leases, any estimate of residual value contained in the appraisal may be particularly affected by significant changes in the condition of the economy, of the real estate industry, or of the appraised property at the time these leases expire or otherwise terminate. 12. No consideration has been given to personal property located on the premises or to the cost of moving or relocating such personal property;only the real property has been considered. 13. The current purchasing power of the dollar is the basis for the value stated in our appraisal;we have assumed that no extreme fluctuations in economic cycles will occur. 14. The value found herein is subject to these and to any other assumptions or conditions set forth in the body of this report but which may have been omitted from this list of Assumptions and Limiting Conditions. vl kr, I,A27J Assumptions and Limiting Conditions Page 2 15. The analyses contained in the report necessarily incorporate numerous estimates and assumptions regarding property performance,general and local business and economic conditions,the absence of material changes in the competitive environment and other matters. Some estimates or assumptions, however, inevitably will not materialize, and unanticipated events and circumstances may occur;therefore,actual results achieved during the period covered by our analysis will vary from our estimates,and the variations may be material. 16. The Americans with Disabilities Act(ADA)became effective January 26,1992. We have not made a specific survey or analysis of any property to determine whether the physical aspects of the improvements meet the ADA accessibility guidelines. In as much as compliance matches each owner's financial ability with the cost to cure the non-conforming physical characteristics of a property,we cannot comment on compliance to ADA. Given that compliance can change with each owner's financial ability to cure non-accessibility, the value of the subject does not consider possible noncompliance. A specific study of both the owner's financial ability and the cost to cure any deficiencies would be needed for the Department of Justice to determine compliance. 17. Except as provided in the Agreement, the appraisal report is prepared for the exclusive benefit of the Client, its subsidiaries and/or affiliates. Except as provided in the Agreement, it may not be used or relied upon by any other party. Except as provided in the Agreement,all parties who use or rely upon any information in the report without our written consent do so at their own risk. 18. No studies have been provided to us indicating the presence or absence of hazardous materials on the subject property or in the improvements,and our valuation is predicated upon the assumption that the subject property is free and clear of any environment hazards including, without limitation, hazardous wastes, toxic substances and mold. No representations or warranties are made regarding the environmental condition of the subject property and the person signing the report shall not be responsible for any such environmental conditions that do exist or for any engineering or testing that might be required to discover whether such conditions exist. Because we are not experts in the field of environmental conditions,the appraisal report cannot be considered as an environmental assessment of the subject property. 19. The person signing the report may have reviewed available flood maps and may have noted in the appraisal report whether the subject property is located in an identified Special Flood Hazard Area. We are not qualified to detect such areas and therefore do not guarantee such determinations. The presence of flood plain areas and/or wetlands may affect the value of the property, and the value conclusion is predicated on the assumption that wetlands are non- existent or minimal. 20. Integra is not a building or environmental inspector. Integra does not guarantee that the subject property is free of defects or environmental problems. Mold may be present in the subject property and a professional inspection is recommended. 21. The appraisal report and value conclusion for an appraisal assumes the satisfactory completion of construction,repairs or alterations in a workmanlike manner. 22. Integra Realty Resources—Los Angeles,an independently owned and operated company shall prepare the appraisal for the specific purpose so stated elsewhere in this proposal. The intended use of the appraisal is stated in the General Information section of the report. Except as provided in the Agreement,the use of the appraisal report by anyone other than the Client is prohibited. Accordingly, except as provided in the Agreement,the appraisal report will be addressed to and shall be solely for the Client's use and benefit. 23. The conclusions of this report are estimates based on known current trends and reasonably foreseeable future occurrences. These estimates are based partly on property information,data obtained in public record, interviews, existing trends,buyer-seller decision criteria in the current market,and research conducted by third parties,and such data are not always completely reliable. Integra Realty Resources, Inc. and the undersigned are not responsible for these and other future occurrences that could not have reasonably been foreseen on the effective date of this assignment. Furthermore, it is inevitable that some assumptions will not materialize and that unanticipated events may occur that will likely affect actual performance. While we are of the opinion that our findings are reasonable based on current market conditions,we do not represent that these estimates will actually be achieved,as they are subject to considerable risk and uncertainty. Moreover,we assume competent and effective management and marketing for the duration of the projected holding period of this property. 24. All prospective value estimates presented in this report are estimates and forecasts which are prospective in nature and are subject to considerable risk and uncertainty. In addition to the contingencies noted in the preceding paragraph, several events may occur that could substantially alter the outcome of our estimates such as,but not limited to changes • in the economy,interest rates,and capitalization rates, behavior of consumers, investors and lenders,fire and other physical destruction, changes in title or conveyances of easements and deed restrictions, etc. It is assumed that conditions reasonably foreseeable at the present time are consistent or similar with the future. As will be determined during the course of the assignment,additional assumptions may be required in order to complete the assignment,which additional assumptions shall be reasonably satisfactory to Client and shall be stated in full in the report. The appraisal shall also be subject to those assumptions. irr,