16-0927_DMG, INC_Professional Services AgreementCITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of ~ · rz..-1 , 20 \ lp by and
between the City of San Juan Capistrano, a municipal corporation organized 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 DMG, Inc. an engineering,
environmental and inspection services consulting firm with its principal place of business at
1278 Glenneyre Street, Suite 410, Laguna Beach, CA 92651 (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:
Engineering, Environmental and Inspection Services for the sale of former
redevelopment properties as follows:
1. The Lower Rosan Ranch property located on NEC Stonehill Drive and San Juan
Creek-16.45 acres APN's: 121-253-13, 121-253-15, 121-240-39, 121-240-73 AND
121-240-79 (portion) -Phase One Environmental Site Assessment and ALTA
Survey; and,
2. Downtown Properties located at 31776 El Camino Real and 36874 Ortega Highway,
San Juan Capistrano, CA Phase One Environmental Site Assessment, ALTA
Survey, and Property Condition Assessment (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 1" and "Exhibit A2".
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in "Exhibit A 1" page 6 , and "Exhibit A2" page
8.
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b. In no event shall the total amount paid for services rendered by
Consultant under this Agreement exceed the sum of $8,597.50 for the Lower Rosan portion of
work; $9,310.00 for the Camino Real Playhouse portion of work; for a total Agreement amount
not to exceed $17,907.50. 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 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 "Due Dates" as
"Exhibit A1" page 6 and Exhibit A2" page 8. The Notice to Proceed shall set forth the date of
commencement of work.
6. Dela ys in Performa nce .
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. Comp li ance w ith Law .
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cai/OSHA requirements.
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b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by 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.
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 Consultant
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 :
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(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 Contract
(8) Broad Form 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 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 20 10 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 Symbol1, 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 prov1s1ons 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,
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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 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. Min imum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Commercial General Liability
Automobile Liability
Employer's Liability
Professional Liability
Combined S in gle Limit
$1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
$1,000,000 per occurrence for bodily injury and
property damage
$1,000,000 per occurrence
$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
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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 Provis ions 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 Liability Additional Insured Endorsement to the City at least ten (1 0) 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 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
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through surplus line brokers under applicable provisions of the California Insurance
Code or any federal law.
i. 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.
(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 04 13 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 reasonably approved by the City), indemnify and hold the City, its officials, officers,
employees, agents and volunteers free and harmless from any and all claims, demands, causes
of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees,
settlements, loss, damage or injury of any kind, in law or equity, to property or persons,
including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or
incident to any alleged 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 consequential damages, expert witness fees and attorneys' fees and other
related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's services
are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to
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indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials,
officers, employees, agents or volunteers.
b. Additional Indemnity Obligations . Consultant shall defend, with counsel
of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered
by this section that may be brought or instituted against the City, its officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or
decree that may be rendered against the City, its officials, officers, employees, agents or
volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also
reimburse City for the cost of any settlement paid by the City, its officials, officers, employees,
agents or volunteers as part of any such claim, suit, action or other proceeding. Such
reimbursement shall include payment for the City's attorney's fees and costs, including expert
witness fees. Consultant shall reimburse the City, its officials, officers, employees, agents and
volunteers, for any and all legal expenses and costs incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers,
employees, agents and volunteers.
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. 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, if applicable.
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, employment of apprentices, hours of labor
and debarment of contractors and subcontractors.
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. This Project 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.
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.
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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
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, all 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 Angela Todd as Project Manager. The Project Manager shall
not be removed from the Project or reassigned without the prior 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 .
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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:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Charles View, City Managers Dept.
and shall be effective upon receipt thereof.
21. Third Party Rights
CONSULT ANT:
DMG, Inc.
1278 Glenneyre Street, Suite 410
Laguna Beach, CA 92651
Attn: Angela Todd, President
Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than the City and the Consultant.
22. Equal Opportun ity 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 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,
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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 Empl oy Ot her Consultants
City reserves its right to employ other consultants, including engineers, in connection
with this Project or other projects.
29. Prohib ited 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]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND DMG, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO DMG, Inc .
By :
Its: President
P . t d N Angela Todd nne ame: _________ _
ATTEST:
By:
APPROVED AS TO FORM:
By: ~3~.-A_ Jr flinger, ;tl\ttorney
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Lnviror1mental Sti'"nces&lnspection Ser-dc:e:s
August 5, 2016
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
DMG , Inc .
1278 G lenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax : 949-625-9777
www .DMGinspccti ons.co m
Courtesy copy to : Broker: Blake Woodward of CBRE-NB I I blake.woodward@cbre .com
RE: ALTA Survey and 1527-13 Phase I Environmental Site Assessment located at The Lower Rosan Ranch property
located on NEC Stonehill Dr. and San Juan Creek 16.45 acres APN's : 121-253-13, 121-253-15, 121-240-39, 121-240-73
AND 121-240-76 (PORTION)
Dear City of San Juan Capistrano :
This letter and the attached General Conditions (the "Agreement") will set forth the agreement by and between DMG, Inc.
(hereinafter "CONSULTANT") and for City of San Juan Capistrano (Hereinafter called "CLIENT") in connection with
CONSULTANT's services (the "Services ") consisting of an ALTA Survey and 1527-13 Phase I Environmental Site
Assessment at the property located at The Lower Rosan Ranch property located on NEC Stonehill Dr. and San Juan
Creek 16.45 acres APN's : 121 -253-13, 121-253-15, 121-240-39, 121-240-73 AND 121-240-76 (PORTION)
SCOPE OF WORK:
ALTA SURVEY
The ALTA Survey will be prepared using Title Reports as supplied by F irst Am eri can Titl e Compa ny for Lender
Requirements for TBD.
1. Research County records
2 . Field Survey
3. Prepare ALTA survey map
This proposal does not include any of the following items connected with this survey:
1. Table A items excluded are : 1, 5, 6a/b, 7(2), 10a/b, 11, 12 ,15 , 18, 19 . IF CLIENT wishes to add, qualify or expand
additional items then additional fees will apply.
2. CONSULTANT cannot make a certification on the basis of an interpretation or opinion of another party.
3. A zoning letter or report is separate and not included in this survey. If setbacks are to be plotted then a zoning letter
or report should be provided that must be in black & white, no equations, etc. See 6(a,b)
TABLE A
2016 ALTAINSPS OPTIONAL SURVEY RESPONSIBILITIES AND SPECIFICATIONS
NOTE: The twenty (20) items of Table A may be negotiated between the surveyor and client. Any additional items
negotiated between the surveyor and client shall be identified as 21(a), 21(b), etc. and explained pursuant to Section
6.D.ii.(g). Notwithstanding Table A Items 5 and 11 , if an engineering design survey is desired as part of a 2016
ALTNNSPS Land Title Survey, such services should be negotiated under Table A, Item 21.
If checked, the following optional items are to be included in the 2016 ALTAINSPS LAND TITLE SURVEY, except
as otherwise qualified (see note above):
1. Monuments placed (or a reference monument or witness to the comer) at all major corners of the
boundary of the property, unless already marked or referenced by existing monuments or witnesses in
close proximity to the comer.
2 . -~ Address(es) of the surveyed property if disclosed in documents provided to or obtained by the surveyor,
or observed while conducting the fieldwork .
3 . -.J Flood zone classification (with proper annotation based on federal Flood Insurance Rate Maps or the
state or local equivalent) depicted by scaled map location and graphic plotting only. !JV
Confidential 8/512016 Page 1 of 10 initials _...,~_.L.-------
EXHIBIT A1
[:wiW11mental Sciences& Inspection Services
DMG , Inc .
12 78 G lenn eyre St., ste 41 0
L aguna Beach, CA 92 65 I
949-825-778 6, eFax: 949-625-9777
www .D MG inspeclions.com
4. __ --! __ Gross land area (and other areas if specified by the client).
5. Vettical relief with the source of information (e.g., ground survey, aerial map), contour interval, datum,
and originating benchmark identified.
6. (a) If set fotth in a zoning repott or letter provided to the surveyor by the client, list the current zoning
classification, setback requirements, the height and floor space area restrictions, and parking
requirements. Identify the date and source of the rep ott or Jetter.
(b) If the zoning setback requirements are set fotth in a zoning repott or letter provided to the surveyor by
the client, and if those requirements do not require an interpretation by the surveyor, graphically depict
the building setback requirements. Identify the date and source of the repott or letter.
7. _L_ (a) Exterior dimensions of all buildings at ground level.
8 .
9 .
10 .
11 .
(b) Square footage or
_L_ (1) exterior footprint of all buildings at ground level.
__ (2) other areas as specified by the client.
_L_ (c) Measured height of all buildings above grade at a location specified by the client. If no location is
specified, the point of measurement shall be identified.
__,_--! __ Substantial features observed in the process of conducting the fieldwork (in addition to the improvements
and features required pursuant to Section 5 above) (e .g., parking lots, billboards, signs, swimming pools,
landscaped areas, substantial areas of refuse).
__,_--! __ Number and type (e.g., disabled, motorcycle, regular and other marked specialized types) of clearly
identifiable parking spaces on surface parking areas, lots and in parking structures. Striping of clearly
identifiable parking spaces on surface parking areas and lots.
(a) As designated by the client, a determination of the relationship and location of cettain division or patty
walls with respect to adjoining propetties (client to obtain necessary permissions).
(b) As designated by the client, a determination of whether cettain walls are plumb (client to obtain
necessary permissions).
Location of utilities existing on or serving the surveyed propetty as determined by:
• observed evidence collected pursuant to Section 5 .E.iv.
• evidence from plans requested by the surveyor and obtained from utility companies, or provided by
client (with reference as to the sources of information), and
• markings requested by the surveyor pursuant to an 811 utility locate or similar request
Representative examples of such utilities include, but are not limited to:
• Manholes, catch basins, valve vaults and other surface indications of subterranean uses;
• Wires and cables (including their function, if readily identifiable) crossing the surveyed propetty,
and all poles on or within ten feet of the surveyed propetty. Without expressing a legal opinion as
to the ownership or nature of the potential encroachment, the dimensions of all encroaching utility
pole crossmembers or overhangs; and
• Utility company installations on the surveyed propetty.
Note to the client, insurer, and lender-With regard to Table A, item 11, source information from plans
and markings will be combined with observed evidence of utilities pursuant to Section 5.E.iv. to develop a
view of the underground ut ilities. However, lacking excavation, the exact location of un/frgro un d
Confidential 8/5/2016 Page 2 of 10 initials -'CJI-~'/"---------
Environmental Scien ces& Ins p ect ion Sen<ices
DMG, In c.
1278 G lem1eyre St. ste 41 0
Laguna Beach CA 9265 I
949-825-7786, eFax: 94 9-625-9777
wv.rw.D MG ins pect io ns .com
12 .
13.
features cannot be accurately, completely, and reliably depicted. In addition, in some jurisdictions, 811 or
other similar utility locate requests from surveyors may be ignored or result in an incomplete response, in
which case the surveyor shall note on the plat or map how this affected the surveyor's assessment of the
location of the utilities. Where additional or more detailed information is required, the client is advised that
excavation and/or a private utility locate request may be necessary.
As specified by the client, Governmental Agency survey-related requirements (e .g., HUD surveys,
surveys for leases on Bureau of Land Management managed lands).
__.,_Y __ Names of adjoining owners according to current tax records. If more than one owner, identify the first
owner's name listed in the tax records followed by "et al."
14 . _{___ As specified by the client, distance to the nearest intersecting street.
15. Rectified orthophotography, photogrammetric mapping, remote sensing, airborne/mobile laser scanning
and other similar products, tools or technologies as the basis for the showing the location of certain
features (excluding boundaries) where ground measurements are not otherwise necessary to locate
those features to an appropriate and acceptable accuracy relative to a nearby boundary. The surveyor
shall (a) discuss the ramifications of such methodologies (e.g., the potential precision and completeness
of the data gathered thereby) with the insurer, lender, and client prior to the performance of the survey,
and (b) place a note on the face of the survey explaining the source, date, precision, and other relevant
qualifications of any such data.
16 . _y_,___ Evidence of recent earth moving work, building construction, or building additions observed in the process
of conducting the fieldwork.
17. __ ..J __ Proposed changes in street right of way lines, if such information is made available to the surveyor by the
controlling jurisdiction. Evidence of recent street or sidewalk construction or repairs observed in the
process of conducting the fieldwork.
18. If there has been a field delineation of wetlands conducted by a qualified specialist hired by the client, the
surveyor shall locate any delineation markers observed in the process of conducting the fieldwork and
show them on the face of the plat or map. If no markers were observed, the surveyor shall so state .
19. Include any plottable offsite (i.e., appurtenant) easements or servitudes disclosed in documents provided
to or obtained by the surveyor as a part of the survey pursuant to Sections 5 and 6 (and applicable
selected Table A items) (client to obtain necessary permissions).
20. _{___ Professional Liability Insurance policy obtained by the surveyor in the minimum amount of
$ to be in effect throughout the contract term. Certificate of Insurance to be furnished upon
request, but this item shall not be addressed on the face of the plat or map .
2016 ALTA CLIENT RESPONSIBILITIES
The Client is to provide the Consultant with any available information concerning the Project including:
ALTA Survey:
1. Title information & underlying documentation .
2. Legal Description
3. Lender information & requirements.
COMPLETION OF SCOPE OF WORK:
Upon completion of the Services, CONSULTANT will provide CLIENT with a digital PDF file for proofing purposes. Once
CLIENT has approved of the digital PDF copy, CONSULTANT will produce hard survey copy(s) off the list provided under
~!~:d::::1N8~5::0~~NSIBIUTIES. Any a:::::a~1h~:d copies or duplications not listed will ~:i:.::~ed (kUL TANT's
Environmental Scien ces& Inspection Ser,·icc~s
ASTM 1527-13 PHASE I ENVIRONMENTAL SITE ASSESSMENT
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax: 949-625-9777
www .DMG inspec tions.com
Conduct a visual inspection of the site and adjacent properties to identify any apparent or potential indications of site
contamination resulting from exposure to hazardous materials or hazardous wastes. Identification and evaluation for
storage, handling , treatment and disposal of hazardous chemicals and wastes; installation and removal of underground
storage tanks (UST); evidence for stressed vegetation, stained soil or pavement, suspect residues, unusual dust or odor
will be made.
Identify the presence or absence of any transformers on site, their condition, the owner, and the likelihood that they
contain PCB's.
Identify site-specific geological and hydrogeological conditions including type of soil. Determine depth to groundwater,
depth to other aquifers and groundwater flow.
Identify any compliance related issues such as asbestos , lead and mold on site .
Interview selected individuals knowledgeable of the site to develop an understanding of past and present uses.
Establish and evaluate site history from available information obtained from historical aerial photograph , building permits,
County and local agency records .
Review of a 30-year chain of title if provided by the client. If not provided, consultant shall develop an understanding of
the sites past usage based on records of the building department, fire department and county records.
Review relevant local, state and federal regulatory agency databases to identify hazardous sites, hazardous waste
generators, and treatment, storage and disposal facilities on or within, a one mile radius of the site to characterize their
impact, if any, on the subject property.
The databases to be reviewed are the Federal Superfund Sites, the National Priority List, CERClA, RCRA, State Priority
Sites, State Clean-up Sites, Leaking Underground Storage Tank (LUST) Sites, Landfills, and the hazardous Waste
Information System prepared by the Local Departments .
Provide a narrative report indicating the findings and conclusions for each of the above scope items. Provide an overall
conclusion as to the potential for environmental concerns . Make recommendations for further investigation if necessary.
Included are the following:
A map of the subject site in its regional setting, which includes listed sites identified within a one -mile radius .
A site illustration indicating building, items of interest identified in the on site reconnaissance, surrounding land
uses , and street names in the vicinity .
The results of any discussions or orders issued by a regulatory agency concerning issues identified at the site .
Supporting documentation, specialty aerial photos, topographic maps, boring logs and laboratory results from
previous surveys if available.
The results of review of any other hazardous materials, soils , buyer/seller disclosure, or chain of title reports
relating to the site.
Appendices of other inform ation , whi ch supp orts the consultant's evalua tion of the site.
The Consultant's services are limited to the Scope of Work described above. No testing for specific solids, liquids ,
gases, such as radon testing, soil boring and testing, air monitoring, asbestos, lead-based paint, mold, moisture
testing, or magnetic survey is included in Phase One . Additional testing can be provided if required, requested and
authorized in writing by the CLIENT.
Phase I Additional research:
• Due to a 10-12 working due date imposing significant time constraints by our client(s) due to an escrow transaction,
California and Local Environmental Agency Data that is not obtainable will not be included in this report . The Phase
I report is based on reasonably ascertainable information through the local agencies and Environmental Data
Resources (EDR). If an open case presents itself for environmental concerns with the current or adjoining
properties THEN additional time and charges will apply for further research .
Confidential 8/5/2016 Page 4 of 10 initials--"~-~<------
Environmt'ntal Sciences & Inspection Services
PHASE I CLIENT RESPONSIBILITIES
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax: 949-625-9777
www .DM G inspections.com
The Client is to provide the Consultant with any available information concerning the Project including :
Please complete the Mandatory User ASTM environmental questionnaire (sent separately) and return it with
the executed contract. The Client is to provide the Consultant with any available information concerning the Project
including:
o Title information . A 30-year history of property ownership and leases (chain of title) is normally required and if
available.
o Past Environmental Reports, closure documentation or any paperwork associated with the environmental
condition of the property (if any are made available).
o Contact or persons at the site who are knowledgeable about:
• Any environmental permits, licenses, and registration.
• Present or past inspections, investigations, claims, agency actions, or litigation relating to hazardous
materials.
• Investigations , claims , actions, or litigation relating to safety in the work place .
COMPLETION OF SCOPE OF WORK:
Upo n comp leti on of the Se rv ices, CON SULTANT will provi de CLIENT with one digital copy of CONSULTANT's Report
("Rep ort "). A ny additio nal hard copies or dup li cati ons will be c harged at CONSULTANT's rates.
In the event of a Phase I termination or early cancellation CLIENT acknowledges that Phase I documentation is ordered
imm edi ately fr om an outside source (typica lly Environmental Data Resources (EDR) and an immediate charges will be
appl ied upon si gned contract and a non-refu ndable fee of $2000 .
Confidential 8/5/2016 Page 5 of 10 initials --iJ:-T'""""=:;_-----
[nvironment<\l Sciences & Inspection Services
COMPENSATION:
The estimated cost to perform the above scope of work is $9,050 .
ALTA Survey $6,550.
Phase I $2,500.
5% multi service discount (2 or more services} $452.50
The cost to perform the above scope of work is $8,597.50.
This contract is valid for 30 days.
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 9265 I
949-825-7786, eFax: 949-625-9777
www.DMG inspect ions.com
Total amount of Compensation is due at time of execution of this Agreement.
CONSULTANT shall commence work upon receipt of signed Agreement and delivery of payment.
In the event of early termination of this Agreement by CLIENT, CONSULTANT shall be entitled to payment for all services
performed , as well as its costs incurred , including costs resulting from the termination . Any refund shall be delivered within ten
(10) calendar days.
Please fax the signed and initialed Agreement along with a copy of the check made PAYABLE TO DMG to 949-625-9777,
then overnight check to the above CONSULTANT address.
Work will commence immediately upon receipt of faxed agreement and an invoice will be issued via e-mail/fax.
*DUE DATES:
ALTA Survey will be will be completed within apx. 1 0-12 working days of signed contract, receipt of all title documents and
payment received .
Phase I Report(s) will be completed within apx. 10-12 working days of signed contract and payment received.
*Phase I Due dates are subject to research discovered during our investigation . IF the current or surrounding properties pose a potential
environmental concern THEN additional time will be required to investigate which is subject to agency availability to review files (a process
which could potentially take several weeks).
ADDITIONAL SERVICES:
IF in the process of completing the 1527-13 Phase I Assessment an open case presents itself for environmental concerns
with the current or adjoining properties THEN additional time and charges will apply for further research and the
Agreement price will be adjusted to include such services under standard CONSULTANT Standard Fee Schedule below.
IF CLIENT chooses to increase the scope of Services with additional environmental or inspection services outside the
scope of the Phase I Report with the consent of CONSULTANT, CLIENT agrees to approve such changes in writing
(ema il tran sm issi on or if immediate attenti on is nee ded a verbal while on site is accepta bl e). On ce Ag reed , CLI ENT will be
invoiced im mediately and payment due. Th e Ag reeme nt price may be adjusted to in cl ude such a dditio nal services, which
will be charged as follows:
• CONSULTANT's cost estimate for additional services is based on information furnished by CLIENT. Should
additional information become known, or circumstances become different than what CLIENT has disclosed, the cost
estimate will be adjusted to reflect those changes and CLIENT agrees to pay any increase .
• If additional parcels or multiple buildings are to be included, CLIENT agrees to pay additional charges per each
parcel/building and CONSULTANT's time required .
• If a change of engineering method (e .g. drilling, sampling , work scope, etc.) is discovered , or governing agency
requires additional work then additional charges based on a unit rate per sample and CONSULTANT's Standard Fee
Confidential 8/5/2016 Page 6 of 10 initials _,a ..... ,~.! ______ _
Erwitol1mental Scien ces& Inspe cti on S ervices
DMG , Inc.
1278 G lenneyre St. ste 41 0
Lag una Beach , A. 926 51
949-825-7786, eFax : 94 9-625 -9777
www . DMG i nspcctions.com
Schedule, including any related expenses, will be charged . Additionally, CONSULTANT shall be entitled to be paid
mileage, travel, telephone, special delivery services, photocopying, postage, and other miscellaneous expenses.
CONSULT ANT Standard Fee Schedule
Registered Geologist... .......................................................................................... $150.00/hr
Environmental Scientist. ............................................................................................... $120.00/hr
Structural Engineer ............................................................................................... $150.00/hr
Civil Engineer. .................................................................................................... $150 .00/hr
Mold Technician .................................................................................................. $105 .00/hr
Industrial Hygienist............................................................................................... $165 .00/hr
Research/Investigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . .. . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . .. . . . . . . . . . $85 .00/hr
Technicians ... ..... .. . ... . .. ... ... ... ... ... . .. ... ... .. . . .. ...... ... ... ... .. . ... ... ... ......... ........... ... ... ... $85 .00/hr
Administrative/clerical........................................................................................... $65 .00/hr
Expert Witness/Litigation cases ............................................................................. $375 .00/hr
Mold Air & Bulk testing (4 day turn time)........................................................ ........ $120 .00/ea
Asbestos Sampling (5day). .. ... . .. . .. ... .. . . .. ... . .. ... ... ... . .. .. .... ... ... ......... ... . .. ... . .. . .. ........ $45.00/ea
Lead Paint Chip Sampling (5 day) ........................................................................... $45.00/ea
Geophysical Survey............................................................................................ $3,500 per 1000 feet
Mobile lab capable of performing 8260 analyses ....................................................... $3,500.00/day
Drill Rig (including supplies) ... ... ... . .. .. . ... ... ... ... ... ... ... ... ... .................................. ... $3,500.00/day
Decontamination & cleaning of sewer drains ............................................................ $1 ,000.00/ea drain
All environmental & geotechnical drilling, disposal of clarifiers, hydraulic lifts, underground storage tanks, above-ground
storage tanks, decontamination and disposal fees, installation of wells and well monitoring are quoted on a specific project
basis.
Notes:
1. Automobile travel, other than mileage cost, is included in personnel rates; other modes of transportation charged at
cost+ 20%.
2. Personnel billing rates are applicable to normal working hours; overtime rates are applicable for services in excess
of 8 hours per day, performed outside the hours of 8:00 am to 5:00 pm, as well as Saturdays, Sundays and
Holidays .
3. Overtime rates are time and a half outside working hours and double time on weekend and holidays .
4. Rush turn around analytical fees within 24 hours is 3X times the cost per sample.
GENERAL:
It is understood that CONSULTANT shall not be liable to CLIENT for any delays, damages or costs that are related to or
arising from (i) any requirements or conditions that may be imposed by any governmental agency, (ii) the location of
underground utilities or other latent conditions, (iii) title or lender requirements or conditions, or (iv) any other third-party
requirements or conditions that affect the scope of wor1< or CONSULT ANT's performance hereunder.
All Services performed by CONSULTANT are performed for CLIENT's sole benefit and use. All Services, Reports and
data furnished by CONSULTANT, including all drawings, specifications and other work product, are not intended for use by
anyone other than CLIENT. Use or dissemination of the information contained within the Report by any other party is not
intended, and should not be relied upon, for any purpose. Further, and notwithstanding any provision herein,
CONSULTANT shall not be held responsible or liable for such use. Without changing any of the provisions of this
paragraph, any reuse or adaptation of CONSULTANT's Reports, work or other Services for any other purpose shall entitle
CONSULTANT to addi tional compen satio n from CLIENT in an amount not less than 100% of CONSULTANT's
compensation amount.
In the event of any ambiguity, the language of this Agreement shall be interpreted in favor of CONSULTANT.
CONSULTANT may stop work or terminate the Agreement should CLIENT fail to deliver payment for Consultant's
Services and/or Report .
This Agreement, the referenced attachments, including the General Conditions, represent the entire understanding between
CLIENT and CONSULTANT, superseding any and all prior understandings or agreements , oral or written, between the parties
respecting the scope of Work and the terms of this Agreement. Acceptance of this Agreement will be affirmed by signature of
CLIENT below. A fax ed or scanned and ema iled signed copy shall be acceptable and treated as an original.
Confidential 8/5/2016 Page 7 of 10 initials _ _.....{jv'--------
Environ m en ta l Sci en ce5 & Inspection S.:r,<ict!s
Kind Regards,
DMG, Inc .
1278 Glenneyre St., ste 410
Laguna Beach , CA 92651
949-825-7786, eFax: 949-625-9777
www.DMGinspections.com
~~ ~1f:J:Il.v
Angela Todd, President
DMG, Inc.
Agreed and Accepted
Name : City of San Juan Capistrano
32400 Paseo Adelanto
~apistrano, CA 92675
~
f{br:> c.r ~ eJ
Title
GENERAL CONDITIONS
The following terms and conditions are part of the Agreement between CONSULTANT and CLIENT.
Section 1. CLIENT'S RESPONSIBILITIES
1.1 CLIENT agrees to designate a person to act with authority on its behalf with respect to all aspects of the Services being provided by
CONSULTANT and shall promptly respond to CONSULTANT's submissions, inquiries and requests and give prompt written notice to
CONSULTANT whenever he/she observes or otherwise becomes aware of any condition or problem that may arise .
1.2 CLIENT shall also provide to CONSULT ANT all criteria and information as to its requirements for the Project, and shall :
Provide access to, and make all provisions for, CONSULTANT to enter upon public and private property as necessary to accomplish the
work .
Provide such legal , accounting , independent cost estimating, and insurance counseling services as may be required for the Project.
Furnish approvals and permits from all government authorities having jurisdiction over the Project (if made available).
Provide CONSULT ANT with escort and means of access to all areas, this being necessary for the orderly progress of the work, and
CONSULTANT shall be entitled to rely upon the efficiency and completeness thereof.
CLIENT agrees to provide any and all information requested by CONSULTANT regarding the Project, including any special or
extraordinary services needed. CLIENT may, in its sole discretion, withhold any information; however, CLIENT recognizes that any
information withheld from CONSULTANT may reduce the effectiveness, accuracy and conclusions of the Services and Report .
CLIENT understands and agrees that any claims or complaints arising out of or related to any alleged act or omission of CONSULTANT
shall be reported to CONSULTANT, in writing, within ten (10) calendar days of discovery. CLIENT agrees to allow CONSULTANT a
reasonable period of time to investigate the claims or complaints by, among other thin gs, re-ins pecli on before CLI ENT, or anyone acling
on behalf of CLI ENT , repairs, replaces , alters or performs any act relating to the scope of work of this Agreement. Failu re to tlmety notify
CONSULTANT and allow CONSULTANT adequate time to investigate as stated above shall constitute a complete bar and waiver of any
and all claims against CONSULTANT to the alleged act or omission.
Sec tion 2. CONSULTANT 'S RESPONSIBLITIES
2.1 Subject to the provisions and limitations in Section 1., in the performance of th e Services under this Agre ement, CONSULTANT shall perform
to a standard of care and skill ordinarily exercised, under simil ar condi ti ons , by persons practici ng in this jurisdiction .
Section 3. ADDITIONAL EXPENSES
3 .1 Should CLIENT request additional services from CONSULTANT, CLIENT agrees to pay, in addition to CONSULTANT's Standard Fee
Schedule, such costs and expenses incurred including, but not limited to, th e following:
Confidential 8/5/2016 Page 8 of 10 initials--=(/-/'---------
Environ men tal Sciences & Inspection Services
DMG, Inc.
1278 Glenneyrc St., ste 4 J 0
Laguna Beach, CA 92651
949-825 -7786 , eFax: 949-625-9777
wwv.•.DMGinspections ,com
Expenses of printing, reproduction, postage, and handling of drawings and specifications, including duplicate sets at the completion of
each phase for CLIENT's review and approval.
Expense of outside consultants and specialists when authorized by CLIENT.
Section 4. PAYMENT
4.1 In the event of non-payment by CLIENT in accordance with the terms heteln. service charge of up to 30% the first month (30 days) for each
invoice amount will be charged by a collection agency and then will increase by 10% thereafter and legal action will be taken. All payments
received will be applied first to any accrued service charges and then to the original invoiced amount.
4.2 In the event of non-payment by CLIENT of any disputed item on an invoice, payment of non-disputed items shall not be withheld.
4 .3 If CLIENT fa lls to pay CONSULTANT, CONSULTANT may, in addition to any other rights it may be entilled to , suspend Services under this
Agreement and retain all work product deliverable to CLIENT unlit payment is made . CONSULTANT shall first give 24 hours written notice of
Intention to suspend Services . Such notice may be by e-mail, fax: or other written notice . During any such period of suspension of work, the
Project completion date shall be extended by the number of days Services are suspended , plus a reasonable time necessary for
CONSUL!. TANT to arrange its work force and re-commence work on the Project.
4.4 No deductions, set-offs or claims shall be made against CONSULTANT's compensation for any reasons including, but not limited to, any
penalty, liquidated damages, or other sum.
4 .5 If the Project Is delayed, or if CONSULTANT's Services for the Project are delayed or suspended for more than three months for reasons
beyond CONSULTANT's control, CONSULTANT may, after giving written notice to CLIENT, terminate this Agreement, and CLIENT shall
compensate CONSULTANT in accordance with the termination provision contained in this Agreement.
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a~ravate-aAy-wGR-pG!t~o~tlen-Gf-GGAtaminaliGA-i~isteAGe-a~eGt.
6 .4 L-iatlilit~NSUk:r-AN+;-its-employees,--agenl&-a~li'aGIGFS-fGf-slaimS-<lf-less,-injtl~eatMamage-eF-eX'f3eR~all-nel-exseeG-t~
tGtat-GGFRf**lsatlGA-Gf..the-PfajeGI;-fer-aAY-Gtaims-br~fll-by-Gide:N:r,
6 .1i If thl&-ProjeGI-GGRGems-tRe-idenliliGa lien-andtef-«3meval-Gf..J:la'*!r~GYs-materials . GLIENT-6f*GiliGally-agFees-te-iAdemnify-an~rmtess
GGNSYL+AN+-fro~Wany-anG-all-Giaims,-liaGililies-GHial;nages-Gf-wt:latwever-l'lat~Me-al'ld~ar-aGier;-lf.lGI~-aUer-Aeys:...feeS;-felated-to-aAY
Glalm-feF-eXistenGe-GI'-I:laz-ardetJS-matefials-{;GntamiAat4oo-iAGiudiRfl;-btlt-Ael-limite4-te;--per~aHRjtlf'Y-Gf"-'MG.RQfl<lt-deatR-as5ooiated-with
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Section 7. TERMINATION
7.1 This Agreement may be terminated by either party, by Vv'l'illen notice only . If this Agreement is terminated, CONSULTANT shall be paid for
Services performed up through and including the !em1 inat ion nonce date, including reimbursable expenses . Reimbursable expenses include
those expenses and costs di.rectly attributable to termination , plus 15% of the total compensatio n eamed . CLIENT acknowledges that Phase I
documentation is ordered immediately from an outs ide source (typically Environmental Data Resou.rces (EDR)) an immediate charge upon
singed contract and a non-refundable fee of $1200.
Section 8. GENERAL
8.1 In the event any provisions of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding
upon the parties. Waiver by CONSULTANT of any provision, term, condition or covenant shall not be construed by CL!E{L;NT. s a waiver of any
subsequent breach by CLIENT.
Confidential 9/26/2016 Page 9 of 10 initials _ __,....£..;,.,_:::::........ __ _
CnvlronmentaJ Sciences & Inspection Service:$
DMG, Inc .
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax: 949-625-9777
Vv\'VW .DM G in spect ions.com
8.2 In any action between CONSULTANT and CLIENT rega rding the oblig ati on to pay compens ation under this Ag re ement, all lit igation expens es,
in cluding coll ection expenses, witness fees, court costs, and attorneys ' fees incurred by the prevailing party shall be paid by the non-prevail ing
party.
8.3 CONSULTANT shall not be responsible to CLIENT, or any other person or entity, for damages or delays, including incidental or consequential
damages, arising out or relating to this Agreement.
8.4 This Agreement shall be governed by the laws of the State of California, and any action shall be brought in the County of Orange, St ate of
California . Any claim or lega l acti on by CLIENT must be comme nced within one (1) year from the date CONSULTA NT has completed the
Services.
8.5 CONSULTANT has not been retained or compensated to provide design and/or construction review services relating to safety precautions or
to means, methods, techniques, sequences , or proce dures to be performed by CLIENT or its contractor, or any other person or entity in the
performance of the work recommended by CONSULTANT to be performed .
8.6 In the performance of its Services under this Agreement, CONSULTANT makes no warranty, either expressed, implied or statutory .
8.7 Any opinion of construction cost pre pared by CON SULTANT represe nts its judgment as a design professional and is supplied fo r the gen er al
guidance of CLIENT. Since CONSULTANT has no control over th e cost of labor and material . or over compet itive bidding or market
conditions. CO NSU LTAN T does not guarantee th e accuracy of such opinions as compared to contractor bids or actual cost to th e CLIENT.
Should CONSULTANT be asked to provide a cost estimate for conditions th at ne ed to be repaired, fixed or brought into conformance with
governmental requi rements, CLIENT acknowledg es that CONSULTANT is only providin g an estimate of the work that may be required, and
CLIENT agrees th at any final figure for the actual costs will have to be provided by a contractor through a bid for the work.
8.8 If CONSULTANT, its employees. inspectors, or any other person claim ed to be its agent, are careless or negligent in making the inspection
and/or prepa ring the Report , CONSULTANT's liability to CLIENT is lim ited to the amoun t of the co mpensation stated herein.
Confidential 9/26/2016 Page 10 of 10 initials ---------
Envtronmt>n tal Sd,~t-:ces & Inspection S.crvices
DMG,lnc.
12 78 Glenneyre St., ste 4 I 0
Laguna Beach, CA 92651
949-825-7786, eFax : 949-625-9777
www.DMGinspcc(ions.com
August 5, 2016
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano , CA 92675
Courtesy copy to: Broker: Blake Woodward of CBRE-NB I I blake.woodward@cbre.com
RE : ALTA Survey, 1527-13 Phase I Environmental Site Assessment and Property Condition Assessment located at 31776
El Camino Real San Juan Capistrano, CA,
Dear City of San Juan Capistrano:
This letter and the attached General Conditions (the "Agreement") w ill set forth the agreement by and between DMG, Inc.
(hereinafter "CONSU LTANT") and for City of San Juan Capistrano (Hereinafter called "CLIE NT") in connection with
CON SULTANT's servi ces (the "Services") consisting of an ALTA Survey , 1527-13 Phase I Environmental Site
Assessment and a Property Condition Assessment at the property located at 31776 El Camino Real, San Juan
Capistrano, CA Consisting of 2 parcels #124-160-55 & 124-160-57 (hereinafter called "the Project").
SCOPE OF WORK:
ALTA SURVEY
The ALTA Survey will be prepared using Title Reports as supplied by First American Tit le Company fo r Lender
Requirements for TBD.
1. Research County records
2. Field Survey
3. Prepare ALTA survey map
This proposal does not incl ude any of the following items connected with this survey:
1. Table A items exclude d are: 1, 5, 6a/b, 7(2), 1 Oa/b, 11, 12, 15, 18, 19 . IF CLIENT wishes to add, qualify or expand
additional items then additional fees will apply.
2 . CONSULTANT cannot make a cert ification on the basis of sn interpretatio n or op inio n of anot her party.
3. A z oning letter or report is separate and not included in this survey. If setbacks are to be plotted th en a zoning letter
or report should be provided that must be in black & white, no equations, etc. See 6(a,b)
TABLE A
2016 AL TAINSPS OPTIONAL SURVEY RESPONSIBILITIES AND SPEC/FICA TIONS
N OTE: The twenty (20) items of Table A may be negotiated between th e surveyor and client. Any additional items
negotiated between the surveyor and client sl1all be identified as 21 (a). 2 1 (IJ), etc. and explained pursuant to Section
6.D .ii.(g). N otwitl1slanding Table A Items 5 and 11 , if an engineering design survey is desired as part of a 201 6
ALTA/NSPS Land Title Survey, such services should be negotiated under Table A, /lem 21.
If checked, the following optional items are to be included in the 2016 AL TAINSPS LAND TITLE SURVEY, except
as otherwise qualified (see note above):
1.
2 .
Monuments p laced (or a reference monument or witness to the co mer) at all major comers of the
boundary of t11e propetty, unless already marked or referen ced by existing mon uments or witn esses in
close proximity to the comer.
__,_ __ Address(es) of the surveyed property if disclosed in documents provided to or obtained by the surveyor,
or observed w/1ile conducting the fieldwork.
3. _L__ Flood zone classification (with proper annotation based on federal Flood Insurance Rate Maps or the
stale or local equivalent) depicted by scaled map location and graphic plotting only. // _,.
ConfidentiaiB/512016 Page 1 of 12 initials _<V ______ _
EXHIBIT A2
Envirot<mental Scien(;es& Inspection Services
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax: 949-625-9777
www.DMGinspections.com
4 .
5.
6.
__,_y __ Gross land area (and other areas if specified by the client).
Vertical relief with the source of information (e.g ., ground survey, aerial map}, contour interval, datum,
and originating benchmark identified.
(a) If set forth in a zoning report or letter provided to the surveyor by the client, list the current zoning
classification, setback requirements, the heigl1l and floor space area restrictions, and parking
requirements . Identify the date and source of the report or letter.
(b) If the zoning setback requirements are set fortiJ in a zoning report or letter provided to the surveyor by
the client, and if those requirements do not require an interpretation by the surveyor, graphically depict
the building setback requirements. Identify the da te and source of t11e report or letter.
7. __ ..; __ (a) Exterior dimensions of all buildings at ground level.
(b) Square footage of:
..J (1) exterior footprint of all buildings at ground level.
(2) other areas as specified by the client.
_{__ (c) Measured height of all buildings above grade at a location specified by the client. If no location is
specified, the point of measurement shall be identified.
8. __ ..J __ Substantial features observed in the process of conducting the fieldwork (in addition to the improvements
and features required pursuant to Section 5 above) (e.g., parking lots, billboards, signs, swimming pools,
landscaped areas, substantial areas of refuse).
9. __ ..J __ Number and type (e .g., disabled, motorcycle, regular and other marked specialized types) of clearly
identifiable parking spaces on surface parking areas, lots and in parking structures. Striping of clearly
identifiable parking spaces on surface parking areas and lots.
10. (a) As designated by the client, a determination of the relationsl1ip and location of certain division or party
walls with respect to adjoining properties (client to obtain necessary permissions).
11 .
(b) As designated by the client, a determination of whether certain walls are plumb (client to obtain
necessary permissions).
Location of utilities existing on or serving the surveyed property as determined by:
• observed evidence collected pursuant to Section 5.E.iv.
• evidence from plans requested by the surveyor and obtained from utility companies, or provided by
client (with reference as to the sources of information}, and
• markings requested by the surveyor pursuant to an 811 utility locate or similar request
Representative examples of such utilities include, but are not limited to:
• Manholes, catch basins, valve vaults and other surface indications of subterranean uses;
• Wires and cables (including their function, if readily identifiable) crossing the surveyed property,
and all poles on or within ten feet of the surveyed property. Witlwut expressing a legal opinion as
to the ownership or nature of t11e potential encroachment, the dimensions of all encroaching utility
pole crossmembers or overhangs; and
• Utility company installations on the surveyed property.
Note to the client, insurer, and lender-With regard to Table A, item 11, source information from plans
and markings will be combined with observed evidence of utilities pursuant to Section 5.E.iv. to develop a
view of the underground utilities. However, lacking excavation, the exact location of uncjkjrground
Confidential8/5/2016 Page 2 of 12 initials--"'<'---/::::..._ ____ _
[nvlrot1f1H'ntal Sciences& Inspection Services
DMG, Inc.
1278 Glenn eyre St., ste 4 I 0
Laguna Beach, CA 92651
949-825-7786, eFax: 949-625-9777
www.DMGinspections.com
features cannot be accurately, completely, and reliably depicted. In addition, in some jurisdictions, 811 or
other similar utility locate requests from suNeyors may be ignored or result in an incomplete response, in
which case the suNeyor shall note on the plat or map how this affected the suNeyor's assessment of the
location of the utilities . Where additional or more detailed information is required, the client is advised that
excavation and/or a private utility locate request may be necessary.
12. As specified by the client, Governmental Agency suNey-related requirements (e .g ., HUO suNeys,
suNeys for leases on Bureau of Land Management managed lands).
13. _L_ N ames of adjoining owners according to curren t tax records. If more than one owner, identify the first
owner's name listed in the tax records followed by "eta/. u
14. __,_:Y __ As specified by the client, distance to the nearest intersecting street.
15. Rec(if;ed ortf1ophotography, pf1otogrammetric mapping, remote sensing, airborne/mobile laser scanning
and other similar products, tools or teclmologies as the basis for the showing the location of certain
features (excluding boundaries) where ground measurements are not otherwise necessary to locate
those features to an appropriate and acceptable accuracy relative to a nearby boundary. The suNeyor
shall (a) discuss the ramifications of such methodologies (e .g ., the potential precision and completeness
of the data gathered thereby) wit/1 the insurer, lender, and client prior to the performance of the suNey,
and (b) place a note on the face of the suNey explaining the source, date, precision, and other relevant
qualifications of any such data.
16. _L_ Evidence of recent earth moving work, building construction, or building additions observed in the process
of conducting the fieldwork.
17.
18.
19.
20.
__,_:¥ __ Proposed c/1anges in street right of way lines, if such information is made available to the swveyor by the
controlling jurisdiction. Evidence of recent street or sidewalk construction or repairs observed in the
process of conducting the fieldwork.
If there has been a field delineation of wetlands conducted by a qualified specialist hired by the client, the
suNeyor shall/ocate any delineation markers observed in tf1e process of conducting the fieldwork and
show them on the face of the plat or map. If no markers were observed, the surveyor shall so state.
Include any plottable offsite (i.e., appurtenant) easem ents or servitudes disclosed in documents provided
to or obtained by tile suNeyor as a p art of the survey pursuant to Sections 5 and 6 (and applicable
selected Table A items) (client to obtain necessary permissions).
Professional Liability Insurance policy obtained by the surveyor in the minimum amount of
$ to be in effect throughout the contract term. Certificate of Insurance to be furnished upon
request, but this item shall not be addressed on the face of the plat or map.
2016 ALTA CLIENT RESPONSIBILITIES
The Client is to provide the Consultant with any available information concerning the Project including:
ALTA Survey:
1. Title information & underlying documentation .
2. Legal Description
3. Lender information & requirements.
COMPLETION OF SCOPE OF WORK:
Upon completion of the Services , CONSULTANT will provide CLIENT with a digital PDF file for proofing purposes . Once
CLIENT has approved of the digital PDF copy, CONSULTANT will produce hard survey copy(s) off the list provided under
ALTA CLIENT RESPONSIBILITIES. Any additional hard copies or duplications not listed will be charged at CONSULTANT's
rates .
Confidential 8/5/2016 Page 3 of 12 initials~
Environmental Sciences& lns;pe-ction S.;rllices
ASTM 1527-13 PHASE I ENVIRONMENTAL SITE ASSESSMENT
DMG, Inc.
1278 Glenneyre St., ste 4 I 0
Laguna Beach, CA 9265 I
949-825-7786, eFax : 949-625-9777
www.DMGi nspectio ns.com
Conduct a visual inspection of the site and adjacent properties to identify any apparent or potential indications of site
contamination resulting from exposure to hazardous materials or hazardous wastes. Identification and evaluation for
storage, handling, treatment and disposal of hazardous chemicals and wastes; installation and removal of underground
storage tanks (UST); evidence for stressed vegetation, stained soil or pavement, suspect residues, unusual dust or odor
will be made.
Identify the presence or absence of any transformers on site, their condition , the owner, and the likelihood that they
contain PCB's.
Identify site-specific geological and hydrogeological conditions including type of soil. Determine depth to groundwater,
depth to other aquifers and groundwater flow.
Identify any compliance related issues such as asbestos, lead and mold on site.
Interview selected individuals knowledgeable of the site to develop an understanding of past and present uses.
Establish and evaluate site history from available information obtained from historical aerial photograph, building permits,
County and local agency records.
Review of a 30-year chain of title if provided by the client. If not provided, consultant shall develop an understanding of
the sites past usage based on records of the building department, fire department and county records .
Review relevant local, state and federal regulatory age ncy databas es to identify hazardous sites, ha zardous waste
generators, and treatment, storag e and di sposal facili ties on or within, a one mile ra dius of the site to ch aracterize their
impact, if any, on the subject property.
The databases to be reviewed are the Federal Superfund Sites, the National Priority List, CERCLA, RCRA, State Priority
Sites, State Clean-up Sites , Leaking Underground Storage Tank (LUST) Sites, Landfills, and the hazardous Waste
Information System prepared by the Local Departments.
Provide a narrative report indicating the findings and conclusions for each of the above scope items. Provide an overall
conclusion as to the potential for environmental concerns. Make recommendations for further investigation if necessary.
Included are the following:
A map of the subject site in its regional setting, which includes listed sites identified within a one-mile radius.
A site illustration indicating building , items of interest identified in the on site reconna issance, surrounding land
uses , and street names in the vicinity.
The results of any discussions or orders issued by a regulatory agency concerning issues identified at the site .
Supporting documentation, specialty aerial photos, topographic maps, boring logs and laboratory results from
previous su rveys if available .
The results of review of any other hazardous materials, soils, buyer/seller disclosure, or chain of title reports
relating to the site .
Appendices of other information, which supports the consultant's evaluation of the site.
The Consultant's services are limited to the Scope of Work described above. No testing for specific solids, liquids ,
gases , such as radon testing, soil boring and te stin g, air monitoring, asbestos, le ad-based paint, mold, moisture
testing, or magnetic survey is included in Phase One. Addi tiona l testing can be provided if re quired, requ ested and
authorized in writing by the CLIENT.
Phase I Additional research:
• Due to a 10-12 working due date imposing significant time constraints by our client(s) due to an escrow transaction,
California and Local Environmental Agency Data that is not obtainable will not be included in this report. The Phase
I report is based on reas onably asce rta inabl e in formation through the local age ncies and Environ me ntal Data
Reso.urces (EDR). If an open case presents it se lf for environmenta l concerns with the current or adj oining
properties THEN additional time and charges will apply for further research.
Confidential 8/5/2016 Page 4 of 12 initial~
Environmental Sciences & Inspection Services
PHASE I CLIENT RESPONSIBILITIES
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786,eFax: 949-625-9777
www.DMGinspections .co rn
The Client is to provide the Consultant with any available information concerning the Project including:
Please complete the Mandatory User ASTM environmental questionnaire (sent separately) and return it with
the executed contract. The Client is to provide the Consultant with any available information concerning the Project
including:
o Title information. A 30-year history of property ownership and leases (chain of title) is normally required and if
available .
o Past Environmental Reports, closure documentation or any paperwork associated with the environmental
condition of the property (if any are made available).
o Contact or persons at the site who are knowledgeable about:
• Any environmental permits, licenses, and registration.
• Present or past inspections, investigations, claims, agency actions, or litigation relating to hazardous
materials .
• Investigations , claims, actions , or litigation relating to safety in the work place.
COMPLETION OF SCOPE OF WORK:
Upon completion of the Services, CONSULTANT will provide CLI ENT with one digital copy of CONSULTANT's Report
("Report"). Any additional hard copies or duplication s will be charged at CONSULTANT's rates.
In the event of a Phase I termination or early cancellation CLIENT acknowledges that Phase I documentation is ordered
immediately from an outside source (typica lly Environmental Data Resources (EDR) and an immediate charges will be
appl ied upon sign ed contract and a non -refundable fee of $2000.
Confidential 8/5/2016 Page 5 of 12 initial&""'"---------
[nVffOt1mental Sciences& Inspection Services
PROPERTY CONDITION ASSESSMENT (PCA)
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax: 949-625-9777
www.DMG inspections .com
• Read ily available document review (any as built plans, etc) and property manager interview (if made available)
• Conduct walk through survey in accordance to all ASTM E 2018 -15 standards for compliance.
• Review all building records/permits/violations of the Site property at the city .
• Evaluate the apparent/current physical conditions and assess the expected useful life (EUL).
• Preparation of options of probable cost for suggested remedies of repairs, replacements & significant
maintenance items
• Cost evaluation reserves table over a 12 year term .
• Comprehensive written and photographic section provided .
• Report completed within apx. 5-7 working days of site visit.
Upon completion of the Services, DMG will provide CLIENT with one digital copy of DMG 's Report ("Report"). Any additional
hard copies or duplications will be charged at DMG 's rates.
All DMG reports are delivered in a digital pdf. file. Printed, bound & mailed copies can be provided upon request for an
additional fee. Fees will vary based on the number of pages, color copies & b i nding preferences .
PCA INSPECTION SERVICES
DMG's Comprehensive Property Condition Assessments (PCA) are based upon, but not limited to, the scope of work
outlined by ASTM Standard E2018-15. ASTM guidelines of the subject property consist of a visual evalu ation of the site,
the structure(s) and 10% of the interior spaces . Technical evaluations are based on the appearance of the improvements
at the time of this Evaluation. No destructive or invasive testing or sampling of any kind is included in the scope of work.
Report includes the following categories:
../ Immediate Repairs
../ Replacement Reserves
../ Estimated Component Life Analysis
../ Public & Site Utilities
o Municipal Improvements
o Sewer Systems
../ Exterior
o Parking, Paving and Curbs , Landscaping, Irrigation and Topography, Lighting, Retaining Walls, Gates, and
Fences, Property and Building Signage, Trash Enclosure(s)
../ Building Envelope
o Foundations , Structural Framing, Roofing System, Exterior Walls, Windows, and Doors
../ Interior
o Common & Tenant Areas, Lobby/Entrance, Interior Finishes, Common Rest Rooms, Tenant Suite(s),
Walkways/Stairs
../ Mechanical & Electrical Systems
o HVAC systems, Plumbing and Domestic Hot Water, Gas Distribution, Power and Signal , Elevators,
Escalators, and Conveying Systems
../ Fire Protection & Life Safety Systems
o Fire Sprinklers , Risers and Connections, Detection Systems and Alarms
o NO TESTING OF FIRE SPRINKLER SYSTEMS WILL BE DONE, due to licensed certification qualifications .
../ Data Collection & Records Inquiry
o Permits , zoning , parking and code compliance
../ ADA Checklist
o www.ada .gov
Confidential 8/5/2016 Page 6 of 12 initials~
Enviro11n1entat Sciences& Inspection Services
EXCLUSIONS:
Destructive or invasive testing ,
Square Footage Calculations,
Fire Sprinkler Systems,
Irrigation systems,
Sump pumps and all underground equipment,
Conditions in inaccessible areas,
Utility operating conditions of any systems or accessing manholes or utility pits,
Crawl or confined space areas
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 92651
949-825-7786, eFax : 949-625-9777
www .DMGinspections.com
o Conditions will be observed to the extent easily visible from the point of access to the crawl or confined space
areas .
Observation of flues or interior of chimneys
Asbestos , Lead , Mold or Term ite investigation,
No warranty is either expressed or implied.
This report is not an insurance policy, nor a warranty service, in the event of an oversight, no liability is assumed by the
company or the inspector.
DMG has its own team of Contractors and Engineers and we assure that any adverse conditions can be addressed by a
licensed professional specialized in their respective trade to repair or further investigate . Additionally any special trade
work outside of DMG 's Due Diligence Services can be referred upon request.
Additional Due Diligence Services Available:
ALTA surveys, Asbestos, Lead and Mold Testing & Abatement,
BOMA Measurements, Phase I , II, Ill Environmental Site Assessments & Remediation,
Structural Evaluations, Geotechnical Soils Investigation & Project Management
CLIENT RESPONSIBILITIES
The Client is to provide DMG with any available information concerning the Project including:
1. If there is no access to the ROOF, utilities are shut off, doors are locked or there is limited access for the
building inspection then an additional fee of up to $650 will apply for another site visit. Please make sure
before our site visit they are turned on, opened and access is made available. Thank you.
2. Site contact, onsite manager or property management company name & phone number for access to the building, any
keys to ele ctrical panels/rooms, HVAC th erm ostat covers & roof hatch .
3. Buil ding Plans, plot plans , construction dates , major renovati on dates , (t hat aware of).
4. Maintenance person onsite to turn on all electrical and HVAC equi pment
5. Any records relating to Water heaters, Mechanical & Electrical maintenance and installation dates.
Confidential 8/5/2016 Page 7 of 12 initialsb
£n vito11m en t al Sciences & In sp ecti on S en'ice s
COMPENSATION:
The estimated cost to perform the above scope of work is $10,000 .
ALTA Survey $4950.
Phase I $2500
PCA $2550
Broker discount $200. Off any inspection till 8/31/16. $9,800.
5% multi service discount (2 or more services) $490.
The cost to perform the above scope of work is $9,310.
This contract is valid for 30 days.
Total amount of Compensation is due at time of execution of this Agreement.
DMG , In c .
127 8 G lenn eyre St., ste 410
Laguna B each, CA 9265 1
949-825-77 86 , eFax: 949 -625-977 7
www.DMGinspecti ons.com
CONSULT ANT shall commence work upon receipt of signed Agreement and delivery of payment.
In the event of early termination of this Agreement by CLIENT, CONSULTANT shall be entitled to payment for all services
performed, as well as its costs incurred, including costs resulting from the termination . Any refund shall be delivered within ten
(1 0) calendar days.
Please fax the signed and initialed Agreement along with a copy of the check made PAYABLE TO DMG to 949-625-9777,
then overnight check to the above CONSULTANT address .
Work will commence immediately upon receipt of faxed agreement and an invoice will be issued via e-mail/fax.
*DUE DATES:
ALTA Survey will be will be completed within apx . 10-12 working days of signed contract, receipt of all title documents and
payment received.
Property Condition Assessment Report(s) will be completed within apx. 7-10 working days of field work.
Phase I Report(s) w ill be completed within apx. 10-12 working days of signed contract and payment received.
*Phase I Due dates are subject to research discovered during our investigation . IF the current or surrounding properties pose a potential
environmental concern THEN additional time will be required to investigate which is subject to agency availability to review files (a process
which could potentially take several weeks).
ADDITIONAL SERVICES:
IF in the process of completing the 1527-13 Phase I Assessment an open case presents itself for environmental concerns
with the current or adjoining properties THEN additional time and charges will apply for further research and the
Agreement price will be adjusted to include such services under standard CONSULTANT Standard Fee Schedule below.
IF CLIENT chooses to increase the scope of Services with additional environmental or inspection services outside the
scop e of th e Pha se I Rep ort wi t h th e co nsent of CONSU LTANT , CLIEN T ag re es t o a pprove su ch changes in writing
(em ai l transm iss ion or if imm ediate atte ntion is needed a ve rb al while onsite is acceptable). On ce Agreed , C LIE NT will be
in vo ice d imm edia tely and payment due . T he AQreeme nt price ma y be adj usted to include such additional serv ices , which
will be charged as follows:
• CONSULT ANT's cost estimate for additional services is based on information furnished by CLIENT. Should
additional information become known, or circumstances become different than what CLIENT has disclosed, the cost
estimate will be adjusted to reflect those changes and CLIENT agrees to pay any increase. ·
• If additional parcels or multiple buildings are to be included, CLIENT agrees to pay additional charges per each
parcel/building and CONSULTANT's time required .
• If a change of engineering method (e .g. drilling, sampling, work scope , etc.) is discovered, or governing agency
requires additional work then additional charges based on a unit rate per sample and C ON SU LTA~'s _Standard Fee
Confidential 8/5/2016 Page 8 of 12 init i als --~-------
[nvirol1lnental Sriences & Inspection Services
DMG, In c .
1278 G lenneyre St., ste 41 0
Laguna B e ach, CA 92651
949-825-7786, eFax : 949-625 -9777
ww w .D MG inspection s.com
Schedule, including any related expenses ; will be charged. Additionally, CONSULTANT shall be ent itled to be paid
mileage, travel, telephone, special delivery services, photocopying, postage, and other miscellaneous expenses .
CONSULTANT Standard Fee Schedule
Registered Geologist. ............................................................................................ $150 .00/hr
Environmental Scientist. ............................................................................................... $120.00/hr
Structural Engineer ............................................................................................... $150 .00/hr
Civil Engineer ..................................................................................................... $150 .00/hr
Mold Techn ician .................................................................................................. $1 05 .00/hr
Industrial Hygienist... ............................................................................................ $165 .00/hr
Research/Investigation .. . .. . .. . .. . . .. .. . .. . . .. .. . . .. .. . . .. .. ... .. . ... . . . .. . . . . . .. . . . . . . .. . .. . . .. . .. ..... . .. . . .. $85.00/hr
Technicians ........ ... .. . ... ... . .. .. . ... . . . . ..... ... ... ... . .. ... ... ... ... ... ... ... ... ... ........ ......... ... ... ... $85 .00/hr
Administrative/clerical........................................................................................... $65.00/hr
Expert Witness/Litigation cases............................................................................. $375 .00/hr
Mold Air & Bulk testing (4 day turn time)........................................................ .. .. .. .. $120 .00/ea
Asbestos Sampling (5day)... ... . .. ... . .. ... ... ... ... .. . ... ... . .. ... ... ... ... ... . .. ... ... ... ... ... ... ..... ... $45 .00/ea
Lead Paint Chip Sampling (5 day) .......................................................................... $45 .00/ea
Geophysical Survey............................................................................................ $3,500 per 1000 feet
Mobile lab capable of performing 8260 analyses ....................................................... $3 ,500.00/day
Drill Rig (including supplies) ...... ...... .. .... ............ ...... ... ..................................... ... $3,500.00/day
Decontamination & cleaning of sewer drains ............................................................ $1 ,000 .00/ea drain
All environmental & geotechnical drilling, disposal of clarifiers, hydraulic lifts, underground storage tanks, above-ground
storage tanks, decontamination and disposal fees, installation of wells and well mon itoring are quoted on a specific project
basis .
Notes:
1. Automobile travel, other than mileage cost, is included in personnel rates; other modes of transportation charged at
cost+ 20%.
2 . Personnel billing rates are applicable to normal working hours; overtime rates are applicable for services in excess
of 8 hours per day, performed outside the hours of 8:00 am to 5:00 pm , as well as Saturdays, Sundays and
Holidays .
3. Overtime rates are time and a half outside working hours and double time on weekend and holidays .
4. Rush turn around analytical fees within 24 hours is 3X times the cost per sample.
GENERAL:
It is understood that CONSULTANT shall not be liable to CLIENT for any delays, damages or costs that are related to or
arising from (i) any requirements or conditions that may be imposed by any governmental agency, (ii ) the location of
undergroun d utilities or other latent conditions, (iii) title or lender requirements or conditions , or (iv) any other third-pa rty
requiremen ts or conditions that affect the scope of work or CONSULT ANT's performance hereunder.
All Services performed by CONSULTANT are performed for CLIENT's sole benefit and use. All Services , Reports and
da ta furnished by CONSULT ANT, including all drawings , specifications and other work product , are not in tended for use by
an yon e other than CLIENT. Use or dissemination of the inform ation contained within the Report by any other party is not
intended , and sh owld not be relied upon, for any purpose. Further, and notwithstanding an y provision herein,
CONSULTANT shall not be held responsible or liable for such use. Without changing any of the provisions of this
paragraph, any reuse or adaptation of CONSULTANT's Reports, work or other Services for any other purpose shall entitle
CONSULTANT to addi tiona l compe nsation from CLIENT in an amount not less than 100% of CONSULTANT's
compensation amount.
In the event of any ambiguity, the language of this Agreement shall be interpreted in favor of CONS ULTANT.
CONSULTANT may stop work or terminate the Agreement should CLIENT fail to deliver paym ent for Co nsultant's
Services and/or Report.
This Agreement, the referenced attachments, including the General Conditions, represent the entire understanding between
CLIENT and CONSULTANT, superseding any and all prior understandings or agreements, oral or written, between the parties
respecting the scope of Work and the terms of this Agreement. Acceptance of this Agreement will be affirmed by signature of
CLIENT below. A faxed or scanned and emailed signed copy shall be acceptable and treated as an origi?
Confidential 8/5/2016 Page 9 of 12 initials rY_
Environmi'ntal Sciences& Inspection Services
Kind Regards,
DMG , Inc.
1278 Glenneyre St., ste 410
Laguna Bea ch , CA 92651
949-825-7786, eFax: 949-625-9777
www.D MG in spections .com
"1f1tJJr a:ikv
Angela Todd, President
DMG, Inc.
Agreed and Accepted
Name: City of San Juan Capistrano
32400 Paseo Adelanto
apistrano, CA 92675
ture
Title
lfbj .eut:::_ ~ e/
GENERAL CONDITIONS
The following terms and conditions are part of the Agreement between CONSULTANT and CLIENT.
Se.ctlon 1. CLIENT'S RESPONSIBILITIES
1.1 CLIENT agrees to designate a person to act with authori ty on its behal f with res pect to all aspects of the Services being provided by
CONSULTANT and shall promptly respond to CONSU LTANT's submissi ons, inquiri es and requests and give prompt written notice to
CONSULTANT whenever he/she observes or otherwise becomes aware of any condition or problem that may arise.
1.2 CLIENT shall also provide to CONSULTANT all criteria and information as to its requirements for the Project, and shall:
Provide access to, and make all provisions for, CONSULTANT to enter upon public and private property as necessary to accomplish the
work.
Provide such legal, accounting, independent cost estimating, and insurance counseling services as may be required for the Project.
Furnish approvals and permits from all government authorities having jurisdiction over the Project (if made available).
Provide CONSULTANT with escort and means of access to all areas , this being necessary for the orderly progress of the work, and
CONSULTANT shall be entitled to rely upon the efficiency and completeness thereof.
CLIE NT agrees to provide any and all informa ti on re q uested by CO NS U LTANT reg arding the Project, including any s pecial or
extraord inary s e rvi ces need ed. C LI E NT may , In rt s s ol e d iscretion, wi thhold an y informallon; however, CLIENT recognizes that any
informa tion wi thheld from CONS ULTANT may re duce the effective ness, accuracy and conclusions of the Services and Report.
C LI ENT understands and agree.s th at any cl aim s or complaints ari sing out of or rela ted to a ny a ll eged act o r omission of CO NS ULTANT
s ha ll be re ported to CO N SU LTANT, i n writ ing , wi thin ten (1 0) calen dar d ay s of discovery. CLIE NT agrees to allow CONS ULTANT a
reas o nab le period of lim e to investig ate the cla ims or complaints by, among othe r th ings , re -inspectlon before CLI E NT. or anyone acti ng
on behalf of CLI E NT, repairs , replaces, alters or pe rform s any act relating to the scope o f w o rk of this Agreement. Fail ure to ti mely noti fy
CON SULTANT a nd allow CONS ULTAN T ad equate lime to investigate as stal ed above shall constitute a complete bar and waive r or any
and all claims against CONSULTANT to the alleged act or omission.
Section 2. CONSULTANT'S RESPONSIBLITIES
2 .1 Subj ect to the provisions and limi!alions in Section 1., in the pe rformance of the Services under this Agreement, CONSULTANT shall perform
to a s tandard o f care and skill o rdina rily exerci sed , under similar c ond ilions, by persons practicing in this jurisdiction.
Section 3. ADDITIONAL EXPENSES
3.1 Should CLIENT request additional s e rv ices from CON SULTANT, CLIENT agrees to pay, in addition to CONSULTANT's Standard Fee
Schedule , such costs and expenses incurred including, but not limited to, the following :
Expenses o f 'trans portation and living when tra veli ng in con nection with the Project, long dista nce calls , overnig ht mail, telecopies,
property informa tion reports and fees pai d for testing and/or for securing approval of authorities having j urisdiction ov er the Project.
Expenses of printing , reproduction, postage, and handling of drawings and specifications, including duplicate sets at the completion of
each phase for CLIENT's review and approval.
Confidential 8/5/2016 Page 10 of 12 initials (r/
Ln v rmnm en tal Scie n ce:>& I n s pecti o n Ser,'i c e s
Expense of outside con sultants and specialists when authorized by CLIENT.
Section 4. PAYMENT
DMG, Inc.
1278 Glenneyre St., ste 410
Laguna Beach, CA 9265 I
949-825-7786, eFax: 949-625-9777
www.DMGinspections.com
4.1 In th e event of non-payment by CLIENT in accordance with the terms herein, service charge of up to 30% the first month (30 days) for each
invoice amount will be charged by a collection agency and then will increase by 10% thereafter and legal action will be taken . All payments
received will be applied first to any accrued servi ce cha rges aRd then to the original invoiced amount.
4.2 In the event of non-payment by CLIENT of any disputed item on an invoice, payment of non-disputed items shall not be withheld.
4.3 If CLIENT fai ls to pay CONSULTANT. CONSULTANT may, in addition to any other rights it may be entitled to , suspend Se rvices under this
Agreement and retain all work product deliverable to CLIENT until payment is made. CONSULTANT shall first give 24 hours writlen notice of
intention to suspend Services . Such notice may be by e -mail, fax or other written notice. During any such period of suspension of work, the
Project completion date shall be extended by the number of days Services are suspended, plus a reasonable lime necessary for
.CONSULTANT to arrange its work force and re -commence work on the Project.
4.4 No deductions, set-offs or claims shall be made against CONSULTANT's compensation for any reasons including, but not limited to, any
penalty, liquidated damages, or other sum.
4.5 If the Project is delayed. or if CONSULTANT's Services for Lhe Project are delayed or suspend~d for more than three months for reasons
beyond CONSULTANT's control, CONSULTANT may, after giving written notice to CLIENT, terminate this Agreement , and CLIENT shall
compensate CONSULTANT in accordance with the termination provision contained in this Agreement.
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a.1 NGfmal-9ist!M'baRGe-Gbl~Gkl'IGwleGges-!Aat-lhEH!se-4-ex-j3!Gr-atiGA-eqlJipme-Rl-may-aU'eGt,allef-GHiamage-tl:le-terf3iA;-v~eta!ioo-allG
blJ~S;-StR:IGttlfeS-aAG-il'l'IPf~eA1eRis-a \,..l ~f3004t-le-aite,-.Gide.N:r--8GkRGw1edges-allG-a~~sks.-GGNSIJL-+AN-:r-shall Ret be
liable-fG!'-8Ry4affeGI,-alte.r-atmR-Gf-Qamage-ar+siflg-oot~~GfalmA~Sl:Jb+Am-will-ex'*Gise-rea&()Aable-Gar~G-limiklamage-tG-IA6
Sl!e.-GGNSUb+AN:r-agr*s-tG-f-e~f..e.-wl-'ler-e-explGr-atioo-!oo41a<>e-tG-<HeasooaG!e-GGRGiHoo,.
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WGS1:1R8Ge-eX~GfatiGI'Is-al-t~le.--GGNSUb+AN+will-oonl.aGI-pYbliG-ageAGies-aRG4iSGIG~aRS-Gr-iRfGfma\iGR-abGlJ~I'Ie~!-e-provldeG-by
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OtACFS (publ~-pfivat~
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9,.1 CLI€NT-aM-GGNS!Jb+Am-fl'lllWatly-agree-tG-4e.feAG;-iAd~armtess-eaGI+GIRer-fmm-aM-agaiA&I-aRy-aM-aii-Giaims,-liabi~lies,
damages,lesses-aM-el<pe~~s,-iflGIOOiflg-at:tor~ey&-fee&-aAG-Gests-asSGGiat*-lf:ler€'NiiA;-aUOOlJl-aGie-t~Ay-a~ssi&A-a.fi&i~~
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~A.f:lef.;--Gbl€N:J"-..a§rees-to--defeAG,--iRGemAify;-aAd-Mk4-t-larmless-GGNSl:Jl+ANT;-{t5-0fllCeFS , dire.GieFS;--em~Gyees,..-ageAIS;--aM
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witf:!oot-limi!atiGA;-aAy-actuai-GHI:lre.aleRed-felea~f..t~i ffilaAIS--Gf.-pGII~o~l-aAis,-or--waste-gases.;-lk!ulGS;-OH;GiiG-ma4el'ia!rir:oviQed-.I.Aat
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aggr-aV<Ne-aA~Iu!iGA-GF-GeAtamiRatiGA-iR-existeAGe-a!-tlle-tlr:ojeGI-.
G.4 biability-o'-CGNSYb+AN+;-its-emp!Gyees,ageAts-aM-si:IGGGA~Gf&-fGf-Giaims--ef..IGSS;-iA~r.y,-deall+.-Qamage-or-ex~se-sl=lall;:lGI-exceeG-Il'le
tGiaf-GGA'lf*A&aliG~jeGt;-fGH!Ay-Giaims-br:olJ9At-by-Gid~
~ If lhis-Pf-GjeGI.~s-4J:te.kleAtifisatioo-aAdi'GHemaval-Gf-Rai!-af~ler-latS;-Gl~lly-agree-s-la-ifldeml'lify--aA~ald-Rarffiles&
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Section 7. TERMINATION
7.1 This Agreement may be terminated by either party , by written notice only. If this Agreement is terminated, CONSULTANT shall be paid for
Services performed up through and including the termination notice date, including reimbursable expenses . Reimbursable expenses include
those expenses and costs directly a\lributable to tem1ination, plus 15% of the total compensation earned . CLIENT acknowledges thai Phase I
documentation is ord e red immediately from an outside source (typically Environmental Data Resources (EDR)) an immediate Charge upon
singed contract and a non-refundable fee of $1200.
Section 8. GENERAL
8.1 In the event any provisions of this Agreement shall be held to be invalid and unenforceable, the remaining provisions shall be valid and binding
upon the parties . Waiver by CONSULTANT of any provision, term, condition or covenant shall not be construed by CLIENT as a waiver of any
subsequent breach by CLIENT.
Confidential 9/26/2016 Page 11 of 12 initials&____
DMG, Inc.
I 278 Glcnneyre St., ste 4 I 0
Laguna Beach, CA 9265 1
949-825-7786, eFax: 949-625-9777
[nvil onment;;:l Sciences.& Inspection Services www.DMGinspections.com
8.2 In any action between CONSULTANT and CLIENT regarding the obligation to pay compensalion under this Agreement, all litigation expenses,
including coll ection expenses, witness fees, court costs, and attorneys' fees incurred by the prevailing party shall be paid by the non-prevailing
party.
8.3 CONSULTANT shall not be responsible to CLIENT, or any other person or entity, for damages or delays, including incidental or consequential
damages, arising out or relating to this Agreement.
8.4 This Agreement shall be governed by the laws of the State of Califomia, and any action shall be brought in the County of Orange, State of
California. Any claim or legal action by CLIENT must be commenced within one (1) year from the date CONSULTANT has completed the
Services.
8.5 CONSULTANT has not been retai ned or compensated to provide de.sign and/or construction review services relating to safety precautions or
to means, methods. techniques, sequences , or procedures to be performed by CLIENT or its contractor, or any other person or enlily in the
performance of the work recommended by CONSULTANT to be performed.
8.6 In the performance of its Services under this Agreement, CONSULTANT makes no warranty, either expressed, implied or statutory.
8.7 Any opinion of construction cost prepared by CONSULTANT represents its judgment as a design professional and is supplied for the genera l
gu id ance of CLIENT. Since CONSULTANT has no control over the cost of labor and material, or over competitive bidding or market
conditions , CONSULTANT does not guarantee the accuracy of such opinions as c9mpared to contractor bids or actual cost to the CLIENT_
Should CONSULTANT be asked to provide a cost estimate for conditions that need to be repaired, fixed or brought into conformance with
governmental requirements, CLIENT acknowledges that CONSULTANT is only providing an estimate of the work tha t may be required, and
CLIENT agrees that any final figure for the actua l costs will have to be provided by a contractor through a bid for the work .
8.8 If CONSULTANT, its employees, inspectors, or any other person claimed to be its agent, are careless or negligent in making the inspection
and/or preparing the Report, CONSULT ANT's liability to CLIENT is lim ited to the amount of the compensation stated herein .
Confidential 9/26/2016 Page 12 of 12 initials~